false
0001236275
0001236275
2026-02-10
2026-02-10
0001236275
us-gaap:CommonStockMember
2026-02-10
2026-02-10
0001236275
QXO:DepositarySharesMember
2026-02-10
2026-02-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 10, 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:
| |
¨ |
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. |
Merger Agreement
On February 10, 2026, QXO,
Inc., a Delaware corporation (“QXO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with
Kodiak Building Partners Inc., a Delaware corporation (“Kodiak”), Juno Merger Sub, Inc., a Delaware corporation and wholly
owned subsidiary of QXO (“Merger Sub”), and CSC Shareholder Services LLC, in its capacity as shareholder representative (the
“Shareholder Representative”).
The
Merger. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will be merged
with and into Kodiak (the “Merger”), with Kodiak surviving the Merger as an indirect, wholly owned subsidiary of QXO (the
“Surviving Corporation”).
Merger
Consideration. At the effective time of the Merger (the “Effective Time”), QXO will pay to equityholders of Kodiak
(“Kodiak Stockholders”), subject to adjustments in net working capital, closing date indebtedness, closing date cash and cash
equivalents and transaction expenses, an amount in cash equal to $2,000,000,000 plus 13,157,895 shares (the “Consideration Shares”)
of QXO common stock, par value $0.00001 per share (“QXO Common Stock”). The Merger Agreement grants QXO the right to repurchase
the Consideration Shares for $40 per share at any time after the issuance of such Consideration Shares.
Treatment
of Equity Awards. At the Effective Time, each outstanding option to acquire shares of Kodiak Common Stock that is vested as
of Effective Time (including such options that vest as a result of the Merger) and has an exercise price per share that is less than the
Per Share Merger Consideration plus the amount, if any, of certain distribution consideration (each, a “Kodiak In-The-Money Option”)
will be canceled and converted into the right to receive cash consideration in an amount equal to the Per Share Merger Consideration less
the applicable exercise price for such Kodiak In-The-Money Option, and, if any, certain distribution consideration. At the Effective Time,
each outstanding out-of-the-money option and any options that do not vest as of the Effective Time will be canceled for no consideration.
Conditions
to Closing. The consummation of the Merger is subject to the satisfaction or waiver of closing conditions, including, among
others: (i) the absence of any law, order, injunction or decree in effect that restrains, enjoins or otherwise prohibits consummation
of the Merger; (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the “HSR Act”); (iii) with respect to the representations and warranties in the Merger Agreement,
(a) that the fundamental representations are true and correct in all respects (except for de minimis failures as of the signing date and
closing date), (b) that the “no material adverse effect” representation is true and correct in all respects, and (c) that
all other representations and warranties contained therein are true and correct (disregarding materiality qualifiers) except where the
inaccuracies would not reasonably be expected to result in a material adverse effect; (iv) compliance with covenants in all material respects;
(v) the absence of a material adverse effect; (vi) adoption of the Merger Agreement by a majority of Kodiak Stockholders; (vii) that no
more than three percent (3%) of the outstanding shares of Kodiak Common Stock shall be dissenting shares; and (viii) that Kodiak has completed
and delivered to QXO an audit for the fiscal year ending December 31, 2025 that is compliant with the guidelines for such audit as outlined
in the Merger Agreement.
Representations,
Warranties and Covenants. The Merger Agreement contains customary representations, warranties and covenants of Kodiak, QXO
and Merger Sub. These covenants include an obligation of each party to, subject to certain exceptions, use its reasonable best efforts
to take or cause to be taken all actions, and do or cause to be done all things reasonably necessary, proper or advisable on its part
under the Merger Agreement and applicable laws to consummate and make effective the transactions contemplated by the Merger Agreement
as soon as practicable and of Kodiak to, subject to certain exceptions, conduct its operations in the ordinary course of business consistent
with past practice from the date of the Merger Agreement through the Effective Time.
Non-Solicitation.
The Merger Agreement generally requires that Kodiak and its affiliates and representatives cease any solicitations, encouragements, discussions
or negotiations with any person, and not solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or
the making of any proposal or offer that constitutes or could reasonably be expected to lead to, an acquisition proposal from, or engage
in discussions or negotiations with or furnish non-public information to, any third party.
Stockholder
Approval. Kodiak is required to take all actions necessary to seek and obtain within twenty-four hours after execution of the
Merger Agreement a written consent approving, adopting and consenting to the Merger Agreement and the consummation of the transactions
contemplated thereby, including the Merger, from Kodiak Stockholders who collectively own a majority of the outstanding common stock of
Kodiak (the “Kodiak Common Stock”) entitled to vote thereon (the “Written Consent”).
Termination.
The Merger Agreement contains certain customary termination rights in favor of each of Kodiak and QXO, including among others, (i) QXO’s
right to terminate the Merger Agreement if Kodiak fails to deliver the Written Consent within two (2) business days following the execution
and delivery of the Merger Agreement, (ii) the right to terminate the Merger Agreement by the mutual written consent of both QXO and Kodiak,
and (iii) Kodiak’s and QXO’s equal right to terminate if (a) the other party breaches any covenants or representations such
that its closing conditions could not be satisfied (subject to a 30-day cure period), (b) any court of competent jurisdiction or governmental
authority issues a final, non-appealable order permanently restraining, enjoining, or prohibiting the consummation of the Merger or (c)
if the closing has not occurred by May 1, 2026.
Registration
Rights. QXO has agreed to use reasonable best efforts to file a prospectus supplement to register the Consideration Shares
for resale under the Securities Act of 1933, as amended (the “Securities Act”), as soon as practicable after closing of the
Merger.
Rollover
Agreements. Concurrently with the execution of the Merger Agreement, certain employees of Kodiak will enter into Rollover Agreements
(the “Rollover Agreements”), pursuant to which such employees will re-invest a portion of their after-tax cash proceeds received
as Merger Consideration in exchange for shares of QXO Common Stock (the “Rollover Shares”). The Rollover Agreements contain
certain lock-up restrictions for up to two (2) years following the closing of the Merger.
The Merger Agreement and the
consummation of the transactions contemplated thereby, including the Merger, have been unanimously approved by the board of directors
of QXO and Merger Sub.
The foregoing description
of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text
of the Merger Agreement. A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein
by reference.
The Merger Agreement and the
above description of the Merger Agreement have been included to provide investors and securityholders with information regarding the terms
of the Merger Agreement and are not intended to provide any other factual information about Kodiak, QXO or their respective subsidiaries
or affiliates. The representations and warranties contained in the Merger Agreement were made only for purposes of that agreement and
as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to a contractual standard of
materiality different from what might be viewed as material to stockholders, and may be subject to limitations agreed upon by the parties,
including being qualified by confidential disclosures made by the parties to each other. Investors should not rely on the representations
and warranties contained in the Merger Agreement as characterizations of the actual state of facts or condition of Kodiak, QXO or any
of their respective subsidiaries, affiliates or businesses.
| |
Item 3.02 |
Unregistered Sales of Equity Securities. |
The information regarding
the Merger set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of
the Consideration Shares and Rollover Shares will be undertaken in reliance upon an exemption from the registration requirements of Regulation
D and/or Section 4(a)(2) of the Securities Act. The Consideration Shares issued pursuant to the Merger Agreement and the Rollover Shares
issued pursuant to the Rollover Agreements may not be re-offered or sold in the United States absent an effective registration statement
or an exemption from the registration requirements under applicable federal and state securities laws. Neither this Current Report on
Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
| Item 7.01 | Regulation FD Disclosure. |
On February 11, 2026, QXO
and Kodiak issued a joint press release. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.
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.
Forward-Looking Statements
This Current Report on Form
8-K 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 and expected
future financial position, total addressable market 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 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; (iii) the effect of the pendency
of the proposed acquisition on each of QXO’s and Kodiak’s business relationships with employees, customers, or suppliers,
or on operating results or business generally; (iv) the occurrence of any event, change or other circumstance or condition that could
give rise to the termination of the agreement; (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) unknown liabilities and uncertainties regarding general economic, market sector, competitive,
legal, regulatory, tax and geopolitical conditions; and (x) those risks and uncertainties set forth in QXO’s SEC filings, including
QXO’s Annual Report on Form 10-K for the year ended December 31, 2024 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 |
| 2.1 | |
Agreement and Plan of Merger, dated as of February 10, 2026, by and among QXO, Inc., Kodiak Building Supply Inc., Juno Merger Sub, Inc. and CSC Shareholder Services LLC.* |
| 99.1 | |
Joint Press Release, dated February 11, 2026. |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. QXO agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis
upon request.
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: February 11, 2026
| |
QXO, INC. |
| |
|
|
| |
By: |
/s/ Christopher Signorello |
| |
|
Name: |
Christopher Signorello |
| |
|
Title: |
Chief Legal Officer |
Exhibit 99.1
QXO to Buy Kodiak Building Partners for $2.25
Billion
Expected to Be Highly Accretive to QXO’s
Earnings in 2026
GREENWICH,
Conn. and ENGLEWOOD, Colo. — February 11, 2026 — QXO, Inc. (NYSE: QXO) today announced it has entered
into a definitive agreement to acquire Kodiak Building Partners (“Kodiak”) from Court Square Capital Partners for approximately
$2.25 billion. The transaction is expected to be highly accretive to 2026 earnings and will expand QXO’s current addressable market
to more than $200 billion.
The purchase price comprises $2.0 billion of cash and 13.2 million
shares, with QXO retaining the right to repurchase these shares at $40 per share. The transaction is expected to close early in the second
quarter of 2026, subject to the satisfaction of customary closing conditions.
Kodiak generated approximately $2.4 billion of revenues in 2025 as
a U.S. distributor of lumber, trusses, windows and doors, construction supplies, waterproofing, roofing, and complementary exterior products,
as well as value-added assembly, fabrication, and installation services. The business is a market leader in most of its geographies, with
concentrations in the Sun Belt and Mountain states. About 40% of Kodiak’s 2025 revenues were generated in Florida and Texas, where
building market growth has consistently outpaced national market growth over the last decade.
Brad
Jacobs, Chairman and Chief Executive Officer of QXO, said, “The acquisition of Kodiak is highly complementary to our existing business.
We’ll be able to deliver more value to customers across our combined base by cross-selling products and support services, and with
a greater presence in key markets. And we expect the integration to accelerate margin expansion through scaled procurement, network
optimization, AI-powered inventory management, and other tech-enabled operating efficiencies. Our acquisition pipeline remains very active,
with plenty of dry powder from our recently announced equity financings led by Apollo and Temasek.”
The integration of Kodiak’s structural and exterior construction
product offerings with QXO’s existing range will better position QXO to grow both market share and wallet share with large homebuilders.
This aligns with the company’s strategy to become a preferred supplier serving the full project lifecycle of large, multisite developments
and master-planned communities.
Steve Swinney, Co-Founder and Chief Executive Officer of Kodiak Building
Partners, said, “QXO is the most exciting company in the industry. By joining forces, we’re moving from strength to strength
to unlock new opportunities for our customers and employees. I want to thank our employees for building a high-quality business at Kodiak
and for the value created over the past 15 years, including the last eight with Court Square. I look forward to an even more exciting
future as part of QXO.”
Advisors
Morgan Stanley & Co. LLC and Wells Fargo are acting as financial
advisors to QXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel. RBC Capital Markets and KeyBanc
Capital Markets are serving as financial advisors to Kodiak, and Dechert LLP is acting as legal counsel.
About QXO
QXO
is the fastest growing publicly traded distributor of building products in North America. The company is executing its strategy to become
the tech-enabled leader in the $800 billion building products distribution industry and generate outsized value for its shareholders.
QXO expects to achieve its target of $50 billion in annual revenues within the next decade through accretive acquisitions and organic
growth. Visit QXO.com for more information.
About Kodiak Building Partners
Founded in 2011, Kodiak is a national distributor of essential building
products, including lumber and components, trusses, windows and doors, construction supplies, waterproofing, roofing and complementary
exterior materials. This product portfolio is supported by value-added services for assembly, fabrication, and installation. Kodiak has
approximately 5,500 employees across 110 locations in 26 states and serves over 10,000 customers, including contractors, subcontractors,
remodelers, and residential, commercial, and industrial builders.
About Court Square Capital Partners
Court
Square is a middle market private equity firm with over 40 years’ experience. Since 1979, Court Square has completed over 245 platform
investments and is focused on helping Founders, Families, and Manager-owners to develop their companies into leaders in their respective
markets. Court Square invests in companies that have compelling growth potential in the industrial, business services, healthcare, and
tech and telecom sectors. As of September 30, 2025, Court Square has $10.1 billion of assets under management and is based in New
York, N.Y. For more information, please visit www.courtsquare.com.
Cautionary Statement Regarding Forward-Looking Statements
This release 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 and expected future financial position, total addressable market
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 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; (iii) the effect of the pendency of the proposed acquisition
on each of QXO’s and Kodiak’s business relationships with employees, customers, or suppliers, or on operating results or business
generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of
the agreement; (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) unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal,
regulatory, tax and geopolitical conditions; and (x) those risks and uncertainties set forth in QXO’s SEC filings, including
QXO’s Annual Report on Form 10-K for the year ended December 31, 2024 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
