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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 3, 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
(Address of principal executive offices) |
06831
(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 7.01 | Regulation FD Disclosure. |
On June 3, 2026, QXO, Inc. (“QXO”) announced that its wholly
owned subsidiary, QXO Building Products, Inc., priced its offering of $1,500.0 million of 6.500% Senior Notes due 2031 (the “2031
Notes”) and $1,500.0 million of 6.875% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the
“Notes”) at an issue price of 100%. The offering is expected to close on June 17, 2026, subject to customary closing conditions.
The Notes are being offered and sold only to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),
and to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act,
subject to market and other conditions. A copy of the press release announcing the pricing of the offering is furnished as Exhibit 99.1
hereto.
This Current Report on Form 8-K does not constitute an offer to sell or
a solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or other jurisdiction.
The information furnished in Item 7.01, including Exhibit 99.1, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of QXO
under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements. Statements that are not
historical facts, including statements about beliefs, expectations, targets or goals and the expected closing date of the offering, 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 Corp. (“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 shareholder 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 transaction, including the ability to obtain the necessary financing arrangements set
forth in the commitment
letters received in connection with 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 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. QXO does not undertake any obligation to update any of these statements in light of new information or future
events, except to the extent required by applicable law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 3, 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 3, 2026
| |
QXO, INC. |
|
| |
|
|
| |
|
|
|
|
|
By: |
/s/ Christopher Signorello |
|
| |
|
Name: |
Christopher Signorello |
|
| |
|
Title: |
Chief Legal Officer |
|
EXHIBIT 99.1
QXO Announces Pricing of Senior Notes
GREENWICH, Conn. — June 3, 2026 — QXO, Inc. (NYSE:
QXO) (“QXO” or the “Company”) announced today that its wholly owned subsidiary, QXO Building Products, Inc. (the
“Issuer”), has priced its offering (the “Offering”) of $1.5 billion of 6.500% Senior Notes due 2031 (the “2031
Notes”) and $1.5 billion of 6.875% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “notes”)
at par. The Offering is expected to close on June 17, 2026, subject to market and other conditions.
If the issuance of the notes closes prior to the
consummation of previously announced acquisition (the “TopBuild Acquisition”) of TopBuild Corp. (“TopBuild”),
the gross proceeds of the offering will be deposited into a segregated escrow account and the notes will be secured on a first-priority
basis by the escrow account and the funds held in the escrow account until the consummation of the TopBuild Acquisition (the “Release
Date”). The consummation of the TopBuild Acquisition is subject to customary closing conditions, including approval by the shareholders
of TopBuild and QXO.
Upon consummation of the TopBuild Acquisition,
the notes will be fully and unconditionally guaranteed by each of the Issuer’s wholly-owned domestic restricted subsidiaries that
guarantees the Issuer’s senior secured first lien term loan facility and senior secured notes. From and after the Release Date,
the notes and related guarantees will be unsecured obligations of the Issuer and subsidiary guarantors.
The Issuer intends to use the proceeds from the
offering of the notes, along with borrowings under new term loan facilities, proceeds from Series C Convertible Perpetual Preferred Stock
of QXO and available balance sheet cash from QXO and TopBuild, to fund the TopBuild Acquisition and the other transactions contemplated
by the related merger agreement, including the repayment or repurchase of TopBuild’s debt and payment of related fees and expenses.
The issuance and sale of the notes and the related guarantees have
not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any other jurisdiction, and the notes and the related guarantees are being offered and sold only to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions
outside the United States in reliance on Regulation S under the Securities Act.
This press release is issued pursuant to Rule 135c under the Securities
Act and does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor will these securities
be sold in any state or other jurisdiction where such an offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
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.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking
statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the use of proceeds
from the offering of the notes and the expected closing date of the Offering, 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 shareholder 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 transaction,
including the ability to obtain the necessary financing arrangements set forth in the commitment letters received in connection with 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 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. QXO does not undertake any obligation to update any of these statements in light
of new information or future events, except to the extent required by applicable law.
Media Contact
Joe Checkler
joe.checkler@qxo.com
203-609-9650
Investor Contact
Mark Manduca
mark.manduca@qxo.com
203-321-3889
