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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 12, 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. ☐
Tender Offers and Consent Solicitations
On
June 12, 2026, QXO, Inc., a Delaware corporation (the “Company” or “QXO”),
issued a press release announcing the early tender results of the previously announced tender offers and consent solicitations (collectively,
the “Tender Offers and Consent Solicitations”) by the Company’s wholly-owned
subsidiary, Titanium MergerCo, Inc., a Delaware corporation (the “Offeror”),
for the (i) $500.0 million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “2032
Notes”) and (ii) $750.0 million aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the “2034
Notes” and, together with the 2032 Notes, the “Tender Offer Notes”)
of TopBuild Corp. (“TopBuild”). The Tender Offers and Consent Solicitations
are being conducted in connection with the Company’s pending acquisition of TopBuild (the “TopBuild
Acquisition”).
The Company announced that
$497,723,000 in aggregate principal amount of the 2032 Notes, equal to 99.54% of the outstanding amounts of such notes, and $747,893,000
in aggregate principal amount of the 2034 Notes, equal to 99.72% of the outstanding amounts of such notes, were validly tendered prior
to 5:00 p.m., New York City time, on June 11, 2026 (the “Early Tender Deadline”)
and not validly withdrawn prior to 5:00 p.m., New York City time, on June 11, 2026 (the “Withdrawal
Deadline”). Subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated
May 29, 2026 (the “Offer to Purchase”), Tender Offer Notes validly tendered
prior to the Early Tender Deadline and not validly withdrawn prior to the Withdrawal Deadline
will be accepted for purchase at a price of $1,011.25 per $1,000 of principal amount of the Tender Offer Notes, plus accrued and unpaid
interest from the last interest payment date on such purchased Tender Offer Notes up to, but not including, the Settlement Date, as such
term is defined in the Offer to Purchase.
Because
the Offeror received consents in respect of a majority of the aggregate principal amount of each series of outstanding Tender Offer Notes
(the “Requisite Consents”), TopBuild and U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”), executed and delivered a supplemental
indenture to the 2032 Notes Indenture (as such term is defined in the Offer to Purchase) (the “2032
Supplemental Indenture”) and a supplemental indenture to the 2034 Notes Indenture (as such term is defined in the Offer to
Purchase) (the “2034 Supplemental Indenture” and, together with the 2032 Supplemental
Indenture, the “Tender Offer Supplemental Indentures”), (i) eliminating the
requirement to make a “Change of Control Offer” for the related 2032 Notes and 2034 Notes in connection with the TopBuild
Acquisition and future transactions, (ii) eliminating substantially all of the restrictive covenants in the applicable Indenture and the
2032 Notes and 2034 Notes, (iii) eliminating certain conditions to legal defeasance and covenant defeasance in the applicable Indenture
and the 2032 Notes and 2034 Notes and (iv) eliminating all events of default other than events of default relating to the failure to pay
principal of and interest on the 2032 Notes and 2034 Notes (collectively, the “Proposed
Amendments”). Each Tender Offer Supplemental Indenture became effective upon execution, but provides that the applicable
Proposed Amendments will not become operative until the Offeror accepts for purchase the Tender Offer Notes satisfying the Requisite Consents
in the Tender Offers and Consent Solicitations.
The
Tender Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on June 29, 2026, unless extended or earlier terminated
by the Offeror (the “Expiration Date”). The Offeror anticipates extending
the Expiration Date until such time that the TopBuild Acquisition may be consummated substantially concurrently with the Settlement Date.
A
copy of the press release announcing the early tender results of the Tender Offers and Consent Solicitations is attached hereto as Exhibit
99.1, and is incorporated by reference into this Item 8.01.
Forward-Looking
Statements
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 TopBuild
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, 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 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, and
a Registration Statement on Form S-4/A filed by QXO with the SEC on May 29, 2026 in connection with the proposed transaction. 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated June 12, 2026, announcing the early tender results of the Tender Offers and Consent Solicitations |
| |
|
|
| 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.
Dated: June 12, 2026
| |
QXO, INC. |
|
| |
|
|
| |
|
|
|
|
|
By: |
/s/ Christopher Signorello |
|
| |
|
Name: |
Christopher Signorello |
|
| |
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Title: |
Chief Legal Officer |
|
EXHIBIT
99.1
QXO Announces Early Tender Results of Cash
Tender Offers and Consent Solicitations for Any and All of TopBuild Corp.’s 4.125% Senior Notes due 2032 and 5.625% Senior Notes
due 2034 and Receipt of Requisite Consents
GREENWICH, Conn. –
June 12, 2026 – QXO, Inc. (“QXO”) (NYSE: QXO) announced the early tender results of the previously announced
tender offers and consent solicitations (collectively, the “Tender Offers and Consent Solicitations”) by QXO’s
wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation (the “Company”), for the (i) $500.0 million aggregate
principal amount of outstanding 4.125% Senior Notes due 2032 and (ii) $750.0 million aggregate principal amount of outstanding 5.625%
Senior Notes due 2034 (together, the “Notes”) of TopBuild Corp. (“TopBuild”). The Tender Offers
and Consent Solicitations are being conducted in connection with QXO’s pending acquisition of TopBuild (the “TopBuild Acquisition”).
The below table presents,
according to information provided to the Company by D.F. King & Co., Inc., the information and tender agent (the “Information
and Tender Agent”) for the Tender Offers and Consent Solicitations, the aggregate principal amount of Notes validly tendered
at or prior to 5:00 p.m., New York City time, on June 11, 2026 (the “Early Tender Deadline”) and not validly withdrawn
at or prior to 5:00 p.m., New York City time, on June 11, 2026 (the “Withdrawal Deadline”) (the “Early Tender
Notes”), and the percent of the aggregate principal amount of Notes outstanding constituting Early Tender Notes.
| CUSIP/ISIN* |
Title of Notes |
Aggregate Principal
Amount Outstanding |
Aggregate Principal Amount of Early
Tender Notes |
Percent of Outstanding Principal Amount Tendered |
Tender Offer
Consideration
(1)(2) |
Early Tender
Payment
(1)(3) |
Total Tender Offer
Consideration
(1)(2) |
|
CUSIP: 89055F AC7/ U8900U AC8
ISIN: US89055FAC77/ USU8900UAC81 |
4.125% Senior Notes due 2032 |
US$500,000,000 |
$497,723,000 |
99.54% |
$961.25 |
$50.00 |
$1,011.25 |
|
CUSIP: 89055F AD5/ U8900U AD6
ISIN: US89055FAD50/ USU8900UAD64 |
5.625% Senior Notes due 2034 |
US$750,000,000 |
$747,893,000 |
99.72% |
$961.25 |
$50.00 |
$1,011.25 |
| (1) | Per $1,000 principal amount of Notes accepted for purchase. |
| (2) | Does not include accrued and unpaid interest from the last date on which interest has been paid to, but
excluding, the Settlement Date (as defined below) that will be paid on the Notes accepted for purchase. |
| (3) | Included in the Total Tender Offer Consideration for Early Tender Notes accepted for purchase. |
| * | CUSIPs and ISINs are provided for the convenience of Holders. No representation is made as to the correctness
or accuracy of such numbers. |
Because the Company received consents in respect
of a majority of the aggregate principal amount of each series of Notes then outstanding (excluding Notes owned by TopBuild, the guarantors
of such Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with TopBuild
or the guarantors of such Notes) (the “Requisite Consents”), TopBuild executed and delivered a supplemental indenture
to each Indenture (as defined in the Offer to Purchase and Consent Solicitation Statement (as defined below)) (each, a “Supplemental
Indenture”), (i) eliminating the requirement to make a “Change of Control Offer” for the related Notes in connection
with the TopBuild Acquisition and future transactions, (ii) eliminating substantially all of the restrictive covenants in the applicable
Indenture and the Notes, (iii) eliminating certain conditions to legal defeasance and covenant defeasance in the applicable Indenture
and the Notes and (iv) eliminating all events of default other than events of default relating to the failure to pay principal of and
interest on the Notes (collectively, the “Proposed Amendments”).
Each Supplemental Indenture became effective
upon execution, but provides that the applicable Proposed Amendments will not become operative until the Company accepts for purchase
the Notes satisfying the Requisite Consents in the Tender Offers and Consent Solicitations.
The Tender Offers and Consent Solicitations
will expire at 5:00 p.m., New York City time, on June 29, 2026, unless extended or earlier terminated by the Company (the “Expiration
Date”). The “Settlement Date” is currently expected to be the second business day following the Expiration
Date. The Company anticipates extending the Expiration Date to have the Settlement Date substantially coincide with the consummation of
the TopBuild Acquisition. Any Notes validly tendered and related Consents validly delivered after the Withdrawal Deadline (including during
any extension of the Expiration Date) may not be withdrawn or revoked, except as required by law. No tenders submitted after the Expiration
Date will be valid.
Subject to the terms and conditions of the
Tender Offers and Consent Solicitations, holders of the Early Tender Notes will receive the Total Tender Offer Consideration set forth
in the table above, which includes the Early Tender Payment set forth in the table above. Holders of Notes tendering their Notes after
the Early Tender Deadline and on or prior to the Expiration Date will only be eligible to receive the Tender Offer Consideration set forth
in the table above, which is the Total Tender Offer Consideration less the Early Tender Payment. In addition, holders of all Notes validly
tendered and accepted for purchase pursuant to the Tender Offers and Consent Solicitations will receive accrued and unpaid interest on
such Notes from the last interest payment date with respect to such Notes to, but excluding, the Settlement Date.
The terms and conditions
of the Tender Offers and Consent Solicitations are described in an Offer to Purchase and Consent Solicitation Statement, dated May 29,
2026 (the “Offer to Purchase and Consent Solicitation Statement”). The consummation of the Tender Offers and Consent
Solicitations for the Notes of either series is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described
in the Offer to Purchase and Consent Solicitation Statement, including, among other things, the substantially concurrent consummation
of the TopBuild Acquisition on terms and conditions set forth in the Agreement and Plan of Merger, dated as of April 18, 2026 (as it may
be amended from time to time, the “Merger Agreement”), by and among QXO, the Company, Titanium MergerCo 2, LLC and
TopBuild.
This press release does not constitute an offer
to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful.
Morgan Stanley & Co. LLC is the dealer
manager and solicitation agent (the “Dealer Manager”) in the Tender Offers and Consent Solicitations. D.F. King &
Co., Inc. has been retained to serve as both the Information and Tender Agent for the Tender Offers and Consent Solicitations. Questions
regarding the Tender Offers and Consent Solicitations should be directed to the Dealer Manager at (800) 624-1808 (Toll-Free) or (212)
761-1057 (Collect Number). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials
should be directed to D.F. King & Co., Inc. at topbuild@dfking.com (email), (866) 796-6867
(U.S. Toll-Free) or (646) 698-8770 (Banks and Brokers).
None of QXO, the Company,
their respective boards of directors, TopBuild, the guarantors of the Notes, the Dealer Manager, the Information and Tender Agent, the
Trustee under each Indenture, or any of their affiliates, makes any recommendation as to whether holders of the Notes should tender any
Notes in response to the Tender Offers and Consent Solicitations. The Tender Offers and Consent Solicitations are made only by the Offer
to Purchase and Consent Solicitation Statement. The Tender Offers and Consent Solicitations are not being made to holders of Notes in
any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Tender Offers and Consent Solicitations are required to be made by a licensed broker or
dealer, the Tender Offers and Consent Solicitations will be deemed to be made on behalf of the Company by the Dealer Manager or one or
more registered brokers or dealers that are licensed under the laws of such 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
www.qxo.com for more information.
Forward-Looking Statements
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 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 Merger Agreement, 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 subsequent Quarterly Reports on Form 10-Q, and a Registration Statement on Form S-4/A filed by QXO with the SEC
on May 29, 2026 in connection with the proposed transaction. 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.
Media Contact
Joe Checkler
joe.checkler@qxo.com
203-609-9650
Investor Contact
Mark Manduca
mark.manduca@qxo.com
203-321-3889
