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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 5, 2025
| QXO,
INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-38063 |
|
16-1633636 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
Five American Lane
Greenwich, Connecticut |
|
06831 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: 888-998-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common stock, par value $0.00001 per share |
|
QXO |
|
New York Stock Exchange |
| Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001
per share |
|
QXO.PRB |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Credit Agreement Amendment
On November 5, 2025 (the “Closing Date”),
Queen HoldCo, LLC (“Holdings”) and QXO Building Products, Inc. (the “Borrower”), each a wholly owned subsidiary
of QXO, Inc. (the “Company”), entered into that certain Incremental Assumption and Amendment Agreement No. 1 (the “Credit
Agreement Amendment”), by and among Holdings, the Borrower, the subsidiary loan parties party thereto, the lenders party thereto
and Goldman Sachs Bank USA, as administrative agent (the “Administrative Agent”), which amends and restates that certain Term
Loan Credit Agreement, dated as of April 29, 2025 (the “Existing Credit Agreement”), by and among Holdings, the Borrower,
the lenders party thereto, the Administrative Agent and the other parties named therein (as amended and restated by the Credit Agreement
Amendment, the “Amended and Restated Credit Agreement”).
The Amended and Restated Credit Agreement
reduces the applicable margin on the Borrower’s existing $850.0 million senior secured term loan B facility from 3.00% to
2.00% for term SOFR borrowings and from 2.00% to 1.00% for base rate borrowings.
The foregoing description of the Credit Agreement
Amendment and the Amended and Restated Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety
by reference to the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference
herein, and the full text of the Amended and Restated Credit Agreement, a copy of which is attached as Annex A to the Credit Agreement
Amendment and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated
into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Incremental Assumption and Amendment Agreement No.1, dated November 5, 2025, by and among Queen HoldCo, LLC, as Holdings, QXO Building Products, Inc., as Borrower, the subsidiary loan parties party thereto, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 5, 2025
| | QXO, INC. |
| | |
|
| By: |
/s/ Ihsan Essaid |
| |
Name: | Ihsan Essaid |
| |
Title: | Chief Financial Officer |
