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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):
June 4, 2026
| 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:
| |
x |
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. ¨
On June 4, 2026, QXO, Inc. (“QXO”) and TopBuild Corp. (“TopBuild”)
issued a joint press release (the “Joint Press Release”) announcing that the deadline for TopBuild stockholders of record
to elect the form of consideration that they wish to receive in connection with the acquisition of TopBuild by QXO is 5:00 p.m., Eastern
Time on June 29, 2026.
A copy of the Joint Press Release is attached as Exhibit 99.1 hereto
and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements. Statements
that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing
of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial
position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements.
These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not
place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such
as “may,” “will,” “should,” “expect,” “opportunity,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
“target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking
statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results
to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially
from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the
anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed
acquisition, including the risk that the required stockholder approvals may not be obtained; (iii) the effect of the pendency of the proposed
acquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers, or on operating
results or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise
to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v)
the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected
factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to
the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take
longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive or technological changes; (ix) QXO’s
ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, market sector, competitive,
legal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties set forth in QXO’s and TopBuild’s
filings with the Securities and Exchange Commission (the “SEC”), including each company’s Annual Report on Form 10-K
for the year ended December 31, 2025 and any subsequent Quarterly Reports on Form 10-Q. Forward-looking statements should not be relied
on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein
speak only as of the date each statement is made. Neither QXO nor TopBuild undertakes any obligation to update any of these statements
in light of new information or future events, except to the extent required by applicable law.
Important Information for Investors and Stockholders
In connection with the proposed acquisition,
QXO has filed a registration statement on Form S-4 (File No. 333-295973) with the SEC containing a prospectus of QXO that also
constitutes a joint proxy statement of each of QXO and TopBuild. The registration statement, as amended, was declared effective by
the SEC on May 29, 2026. Each of QXO and TopBuild commenced mailing copies of the definitive joint proxy statement/prospectus to
stockholders of QXO and TopBuild, respectively, on or about May 29, 2026. QXO and TopBuild may also file other documents with the
SEC regarding the proposed acquisition. This communication is not a substitute for the joint proxy statement/prospectus or
registration statement or for any other document that QXO or TopBuild has filed or may file with the SEC in connection with the
proposed acquisition. INVESTORS AND SECURITY HOLDERS OF QXO AND TOPBUILD ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are
able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by QXO or TopBuild through
the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by QXO are available free of
charge on QXO’s website at https://investors.qxo.com and copies of the documents filed with the SEC by TopBuild are available
free of charge on TopBuild’s website at https://www.topbuild.com/investors. Additionally, copies may be obtained by contacting
the investor relations departments of QXO or TopBuild.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants in the Solicitation
QXO and certain of its directors and executive officers may be deemed
to be participants in the solicitation of proxies from QXO’s stockholders in connection with the proposed acquisition. Information
regarding QXO’s directors and its executive officers, including a description of their direct or indirect interests, by security
holdings or otherwise, can be found under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Executive
Compensation,” and “Director Compensation” contained in QXO’s definitive proxy statement on Schedule 14A for QXO’s
2026 annual meeting of stockholders, which was filed with the SEC on March 24, 2026. To the extent holdings of QXO’s securities
by its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement,
such changes will be reflected on Statements of Beneficial Ownership on Form 4 filed with the SEC.
TopBuild and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from TopBuild’s stockholders in connection with the proposed acquisition.
Information regarding TopBuild’s directors and its executive officers, including a description of their direct or indirect interests,
by security holdings or otherwise, can be found under the captions “Common Stock Ownership of Officers, Directors and Significant
Shareholders,” “Compensation Committee Report,” and “Director Compensation” contained in TopBuild’s
definitive proxy statement on Schedule 14A for TopBuild’s 2026 annual meeting of stockholders, which was filed with the SEC on March
17, 2026. To the extent holdings of TopBuild’s securities by its directors or executive officers have changed since the applicable
“as of” date described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial Ownership on
Form 4 filed with the SEC.
The information regarding the interests of such participants in the
solicitation of proxies in respect of the proposed acquisition is included in the registration statement and joint proxy statement/prospectus
and may also be included in other relevant materials filed with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Joint Press Release issued by QXO, Inc. and TopBuild Corp., dated June 4, 2026. |
| 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: June 4, 2026
|
|
QXO, INC. |
| |
|
|
| |
By: |
/s/ Christopher
Signorello |
| |
|
Christopher Signorello |
|
|
|
Chief Legal Officer |
Exhibit 99.1
QXO and TopBuild Announce Election Deadline
for TopBuild Stockholders to Elect Merger Consideration
GREENWICH, Conn. and DAYTONA BEACH, Fla. —
June 4, 2026 — QXO, Inc. (NYSE: QXO) (“QXO”) and TopBuild Corp. (NYSE: BLD) (“TopBuild”) today announced
that the deadline for TopBuild stockholders of record to elect the form of consideration that they wish to receive in connection with
the acquisition of TopBuild by QXO (the “Mergers”) is 5:00 p.m., Eastern Time on June 29, 2026 (such deadline, as it may be
extended, the “Election Deadline”).
As further described in the election materials and
in the parties’ joint proxy statement/prospectus, dated May 29, 2026, each TopBuild stockholder may elect to receive, for each share
of TopBuild common stock held prior to the closing of the Mergers, either (i) $505.00 in cash (the “cash consideration”) or
(ii) 20.200 shares of QXO common stock (the “stock consideration”), in each case, subject to the election and proration procedures
set forth in the merger agreement and the joint proxy statement/prospectus.
TopBuild stockholders who fail to make a proper election
by the Election Deadline will receive stock consideration for their shares of TopBuild common stock. TopBuild stockholders who otherwise
would have received a fractional share of QXO common stock will receive cash in lieu of such fractional share.
TopBuild stockholders of record wishing to make an
election must deliver properly completed election materials to Equiniti Trust Company, LLC by the Election Deadline. Additional information
about the election, deadlines and contacts can be found in materials sent to TopBuild stockholders beginning on June 4, 2026.
TopBuild stockholders with questions regarding the
election materials or the election process should contact Innisfree M&A Incorporated, the information agent for the election, at (877)
750-8129 or their bank, broker or other nominee, as applicable, as soon as possible.
A more detailed description of the Mergers, the election
process and the merger consideration is contained in the joint proxy statement/prospectus. TopBuild stockholders are urged to read the
joint proxy statement/prospectus carefully and in its entirety. Copies of the joint proxy statement/prospectus may be obtained free of
charge by following the instructions below under the section entitled “Important Information for Investors and Stockholders.”
About QXO
QXO, Inc. (NYSE: QXO) is the largest publicly traded distributor of
roofing, waterproofing, and related products and the second largest publicly traded distributor of lumber and building materials in North
America. QXO is the fastest growing company in the $800 billion building products distribution industry and plans to become the tech-enabled
leader by delivering best-in-class customer satisfaction and outsized returns for its shareholders. The company is targeting $50 billion
in annual revenues within the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.
About TopBuild
TopBuild Corp., headquartered in Daytona Beach, Florida, is the largest
distributor and installer of insulation and related building products in North America. The company provides installation and distribution
services across residential, commercial, and industrial end markets, including insulation used in walls, attics, floors, and roofing assemblies;
complementary products such as gutters, fireproofing, and mechanical insulation; and specialized roofing systems for large-scale buildings
such as airports, stadiums, and warehouses. TopBuild operates more than 450 locations across the United States and Canada. Visit TopBuild.com
for more information.
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements. Statements
that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing
of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial
position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements.
These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not
place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such
as “may,” “will,” “should,” “expect,” “opportunity,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
“target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking
statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results
to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially
from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the
anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed
acquisition, including the risk that the required stockholder approvals may not be obtained; (iii) the effect of the pendency of the proposed
acquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers, or on operating
results or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise
to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v)
the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected
factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to
the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take
longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive or technological changes; (ix) QXO’s
ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, market sector, competitive,
legal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties set forth in QXO’s and TopBuild’s
filings with the Securities and Exchange Commission (the “SEC”), including each company’s Annual Report on Form 10-K
for the year ended December 31, 2025 and any subsequent Quarterly Reports on Form 10-Q.
Forward-looking statements should not be relied on as predictions of
future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the
date each statement is made. Neither QXO nor TopBuild undertakes any obligation to update any of these statements in light of new information
or future events, except to the extent required by applicable law.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Important Information for Investors and Stockholders
In connection with the proposed acquisition, QXO has filed a registration
statement on Form S-4 (File No. 333-295973) with the SEC containing a prospectus of QXO that also constitutes a joint proxy statement
of each of QXO and TopBuild. The registration statement, as amended, was declared effective by the SEC on May 29, 2026. Each of QXO and
TopBuild commenced mailing copies of the definitive joint proxy statement/prospectus to stockholders of QXO and TopBuild, respectively,
on or about May 29, 2026. QXO and TopBuild may also file other documents with the SEC regarding the proposed acquisition. This communication
is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that QXO or TopBuild
has filed or may file with the SEC in connection with the proposed acquisition. INVESTORS AND SECURITY HOLDERS OF QXO AND TOPBUILD ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the
SEC by QXO or TopBuild through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by
QXO are available free of charge on QXO’s website at https://investors.qxo.com and copies of the documents filed with the SEC by
TopBuild are available free of charge on TopBuild’s website at https://www.topbuild.com/investors. Additionally, copies may be obtained
by contacting the investor relations departments of QXO or TopBuild.
Participants in the Solicitation
QXO and certain of its directors and executive officers may be deemed
to be participants in the solicitation of proxies from QXO’s stockholders in connection with the proposed acquisition. Information
regarding QXO’s directors and its executive officers, including a description of their direct or indirect interests, by security
holdings or otherwise, can be found under the captions “Security Ownership of Certain Beneficial Owners and Management,”
“Executive Compensation,” and “Director Compensation” contained in QXO’s definitive proxy statement on
Schedule 14A for QXO’s 2026 annual meeting of stockholders, which was filed with the SEC on March 24, 2026. To the extent
holdings of QXO’s securities by its directors or executive officers have changed since the applicable “as of” date
described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial Ownership on Form 4 filed with the
SEC.
TopBuild and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from TopBuild’s stockholders in connection with the proposed acquisition.
Information regarding TopBuild’s directors and its executive officers, including a description of their direct or indirect interests,
by security holdings or otherwise, can be found under the captions “Common Stock Ownership of Officers, Directors and Significant
Shareholders,” “Compensation Committee Report,” and “Director Compensation” contained in TopBuild’s
definitive proxy statement on Schedule 14A for TopBuild’s 2026 annual meeting of stockholders, which was filed with the SEC on
March 17, 2026. To the extent holdings of TopBuild’s securities by its directors or executive officers have changed since
the applicable “as of” date described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial
Ownership on Form 4 filed with the SEC.
The information regarding the interests of such participants in the
solicitation of proxies in respect of the proposed acquisition is included in the registration statement and joint proxy statement/prospectus
and may also be included in other relevant materials filed with the SEC.
QXO Contacts:
Media
Joe Checkler
joe.checkler@qxo.com
203-609-9650
Investors
Mark Manduca
mark.manduca@qxo.com
203-321-3889
TopBuild Contacts:
Media
FTI Consulting
Pat Tucker
pat.tucker@fticonsulting.com
Investors
PI Aquino
pi.aquino@topbuild.com
386-763-8801
