Every 8-K that QXO Inc (QXO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow QXO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full QXO filings page.
QXO, Inc. (QXO) announced that Ken West has been appointed President and Chief Operating Officer, effective September 1, 2026, reporting to CEO Brad Jacobs and overseeing day-to-day operations. West has more than 20 years of experience leading large industrial businesses at Honeywell and PPG Industries.
Under an offer letter, West will receive a base salary of $850,000 and an initial annual target bonus equal to 125% of base salary. On or about September 15, 2026, subject to board committee approval, he is expected to receive annual long-term incentives of time-based RSUs and performance-based PSUs, each with a grant-date value of $867,808, plus a $5,500,000 equity sign-on RSU award and a $2,500,000 new hire RSU award, all under QXO’s 2024 Omnibus Incentive Compensation Plan.
The RSUs vest over four years and the PSUs are earned based on total stockholder return relative to the S&P 500 Index through December 31, 2030, with payout from 0% to 225% of target. Earned PSUs vest on December 31, 2030. Certain RSU shares are subject to post-vesting sale restrictions, and the new hire award includes a repayment obligation if West departs (other than an involuntary termination without cause) before the second anniversary of his start date.
QXO, Inc. reported strong top-line growth but continued losses for the quarter ended June 30, 2026. Net sales reached $3.25 billion, up from $1.91 billion a year earlier, including $595 million from Kodiak. Gross profit was $803 million, with gross margin improving to 24.7%. The company recorded a net loss of $55 million, or $(0.14) per basic and diluted share, slightly better than the prior-year loss. On a non-GAAP basis, Adjusted Net Income was $130 million and Adjusted Diluted Earnings per Common Share were $0.08. Adjusted EBITDA was $272 million, compared with $204 million in the prior-year quarter.
For the first six months of 2026, net sales were $4.98 billion, with a net loss of $282 million and Adjusted EBITDA of $273 million. The balance sheet shows total assets of $22.67 billion, long-term debt of $6.03 billion, Series C preferred of $1.96 billion and stockholders’ equity of $10.38 billion. Operating activities used $146 million of cash in the first half, while financing activities provided $5.57 billion, including $3.00 billion of senior notes and $1.99 billion of Series C Preferred Stock. QXO completed the TopBuild acquisition on July 1, 2026, becoming the second-largest publicly traded building products distributor in North America.
QXO, Inc. filed a prospectus supplement registering the resale by certain stockholders of 41,405,099 shares of common stock issuable upon conversion of its Series C Convertible Perpetual Preferred Stock and 96,267 shares of that preferred stock.
The prospectus supplement relates to QXO’s automatic shelf registration statement on Form S-3ASR (File No. 333-281084) originally filed on July 29, 2024, and fulfills obligations under an Investment Agreement dated January 5, 2026 with the participating investors. QXO also filed a legal opinion and related consent from Paul, Weiss, Rifkind, Wharton & Garrison LLP as exhibits, which are incorporated by reference into the registration statement.
QXO, Inc. furnished an investor Q&A and supplemental non-GAAP financial data that frame its scale after acquiring Beacon, Kodiak, and TopBuild and outline long-term growth targets. Management cites approximately $18.1B of combined company revenue and nearly $2.1B of combined company Adjusted EBITDA for 2025, reflecting full-year contributions from all three acquired businesses.
The Q&A describes a strategy focused on building-products distribution, using scale in procurement, technology, and operations to drive margin expansion. QXO highlights plans to grow combined company Adjusted EBITDA organically from about $2B in 2025 to roughly $4B by 2030, with a broader path to around $5.5B of EBITDA and $50B of annual revenue within the next decade through self-help and tuck-in acquisitions.
Management emphasizes technology investment, cross-selling, private-label expansion, and job-site access via TopBuild as key levers, alongside disciplined capital allocation, strong free cash flow, and deleveraging. The company states it does not currently foresee near-term equity issuance and reiterates that the furnished non-GAAP information is not deemed filed under the Exchange Act.
QXO, Inc. completed its acquisition of TopBuild Corp., paying approximately $6.4 billion in cash and issuing about 312.5 million QXO common shares to former TopBuild shareholders. Holders could elect cash of $505.00 per TopBuild share or 20.200 QXO shares, with proration resulting in a mix of cash and stock per share.
To fund the deal, QXO Building Products, Inc. added a new $3.0 billion Incremental Term Loan Facility maturing on July 1, 2033, alongside previously issued $1,500.0 million 6.500% notes due 2031 and $1,500.0 million 6.875% notes due 2034. QXO also increased authorized Series C Preferred Stock from 200,000 to 300,000 shares and doubled authorized common shares from 2.0 billion to 4.0 billion.
The company announced board and leadership changes, appointing Alec Covington as director and Madeline Otero as Interim Chief Accounting Officer. In the related press release, QXO highlighted plans to target at least $300 million in annual synergies by 2030 and long‑term revenue of $50 billion, describing the transaction as expected to be highly accretive to earnings.
QXO, Inc. reported final results of its cash tender offers and consent solicitations for TopBuild’s senior notes and outlined stockholder elections for merger consideration tied to QXO’s planned acquisition of TopBuild.
Through its Titanium MergerCo subsidiary, QXO received tenders for $497,723,000 of TopBuild’s 4.125% Senior Notes due 2032, representing about 99.54% of that series, and $748,093,000 of 5.625% Senior Notes due 2034, representing about 99.75%. Early tenders are being purchased at $1,011.25 per $1,000 principal, while later tenders receive $961.25 per $1,000, in each case plus accrued interest, with settlement expected around July 1, 2026, substantially concurrent with the TopBuild acquisition closing.
The company also highlighted that TopBuild stockholders could elect for each share either $505.00 in cash or 20.200 shares of QXO common stock, subject to election and proration procedures. Forward‑looking statements emphasize that closing, financing, expected synergies and other benefits of the acquisition remain subject to customary risks and conditions.
QXO, Inc. reported that its stockholders overwhelmingly approved key proposals needed to complete its planned acquisition of TopBuild Corp. at a virtual special meeting. Investors backed issuing QXO common stock as consideration in the merger and approved increasing authorized common shares from 2,000,000,000 to 4,000,000,000.
Based on 1,030,961,116 total eligible votes, 70.44% of voting power was represented, satisfying quorum requirements. The QXO share issuance proposal received 724,999,647 votes for, versus 1,005,727 against. The charter amendment proposal received 722,439,916 votes for, versus 3,503,259 against. A joint press release states that approximately 99% of votes cast supported the share issuance, and that TopBuild’s stockholders also approved adopting the merger agreement. The transaction is expected to close on or about July 1, 2026, subject to customary closing conditions.
QXO, Inc. reports that subsidiary QXO Building Products, Inc. has completed a private sale of $1,500.0 million of 6.500% Senior Notes due July 15, 2031 and $1,500.0 million of 6.875% Senior Notes due July 15, 2034. The $3.0 billion of proceeds are held in a segregated escrow account to help finance the proposed acquisition of TopBuild Corp., with the notes initially secured by the escrowed property.
If the TopBuild acquisition is not completed by January 31, 2027, the escrowed funds will instead be used to redeem the notes at 100% of issue price plus accrued interest under a special mandatory redemption. After closing, the notes become unsecured but guaranteed by certain domestic restricted subsidiaries, and QXO must offer to repurchase them at 101% plus interest upon a defined Change of Control Repurchase Event. The filing also highlights extensive risk factors around supplier concentration, cyclical construction demand, IT and cybersecurity, acquisition integration, human capital, regulation, and the planned TopBuild rebranding.
QXO, Inc. reported strong early results from cash tender offers and consent solicitations for TopBuild Corp.’s senior notes tied to QXO’s pending TopBuild acquisition. Holders tendered $497.7 million of the $500.0 million 4.125% notes due 2032 and $747.9 million of the $750.0 million 5.625% notes due 2034, representing 99.54% and 99.72% of each series. Early tenders will be purchased at $1,011.25 per $1,000 principal, including a $50.00 early tender payment, plus accrued interest. Majority consents enabled supplemental indentures that, once the qualifying notes are purchased, will remove the change-of-control offer requirement and substantially all restrictive covenants. The offers are scheduled to expire on June 29, 2026, and are expected to settle substantially concurrently with the TopBuild acquisition closing.
QXO, Inc. filed a Form 8-K to highlight a key step in its planned acquisition of TopBuild Corp. The companies announced that TopBuild stockholders of record must choose their merger consideration by 5:00 p.m. Eastern Time on June 29, 2026.
For each TopBuild share, investors may elect either $505.00 in cash or 20.200 shares of QXO common stock, subject to the election and proration procedures described in the merger agreement and joint proxy statement/prospectus. Stockholders who do not make a proper election by the deadline will receive stock consideration, and any fractional QXO shares will be paid in cash.
The filing reiterates standard forward-looking statement cautions and directs investors to the effective Form S-4 registration statement and joint proxy statement/prospectus for full details on the mergers, risks and participant information.
QXO, Inc. announced that its subsidiary QXO Building Products has priced a private offering of $1.5 billion of 6.500% Senior Notes due 2031 and $1.5 billion of 6.875% Senior Notes due 2034 at par. The $3.0 billion in notes are expected to close on June 17, 2026, subject to customary conditions.
If the notes are issued before QXO completes its proposed acquisition of TopBuild Corp., the gross proceeds will be placed in a segregated escrow account and secured by that cash until the acquisition closes. QXO plans to use the note proceeds, together with new term loans, Series C Convertible Perpetual Preferred Stock and available cash from QXO and TopBuild, to fund the TopBuild acquisition, repay or repurchase TopBuild’s debt and cover related fees and expenses.
The notes are being sold only to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S. QXO highlights numerous risks that could affect completion of the TopBuild deal and the expected benefits, including regulatory approvals, shareholder votes, financing and general economic conditions.
QXO, Inc. has launched a proposed private offering of $1.5 billion Senior Notes due 2031 and $1.5 billion Senior Notes due 2034 through its wholly owned subsidiary, QXO Building Products, Inc. The notes will be sold to qualified institutional buyers under Rule 144A and to certain non‑U.S. investors under Regulation S.
If issued before the closing of the planned TopBuild Corp. acquisition, gross proceeds will be held in a segregated escrow account and secured on a first‑priority basis by that cash until the acquisition’s consummation. After closing, the notes will initially be guaranteed by certain domestic restricted subsidiaries and then become unsecured obligations of the issuer and guarantors.
QXO intends to use the note proceeds, together with new term loans, Series C Convertible Perpetual Preferred Stock and available cash from QXO and TopBuild, to fund the TopBuild acquisition, repay or repurchase TopBuild debt and pay related fees and expenses. The filing also furnishes extensive risk disclosures covering supply chain, pricing, acquisition integration, cyclicality, technology, human capital, industry competition and regulatory exposures.
QXO, Inc. has launched cash tender offers and related consent solicitations for any and all of TopBuild Corp.’s outstanding 4.125% senior notes due 2032 and 5.625% senior notes due 2034, tied to QXO’s pending acquisition of TopBuild.
Through its subsidiary Titanium MergerCo, QXO is offering holders set cash consideration per $1,000 principal amount, with higher total consideration for notes tendered by the early deadline and accompanied by consents to amend the governing indentures. The proposed amendments would remove the change-of-control offer requirement, substantially all restrictive covenants, certain defeasance conditions and most events of default, leaving only payment-related defaults.
The offers and consent solicitations are subject to conditions in the Offer to Purchase, including the substantially concurrent closing of the TopBuild acquisition under the April 18, 2026 merger agreement. QXO names Morgan Stanley as dealer manager and D.F. King as information and tender agent.
QXO, Inc. filed a Form 8-K to provide detailed financial information tied to its recent and pending acquisitions of Beacon Roofing Supply (now QXO Building Products), Kodiak Building Partners, and the agreed acquisition of TopBuild.
The filing includes audited and unaudited historical financial statements for Kodiak and TopBuild, plus unaudited pro forma combined financial statements for QXO, QXO Building Products, Kodiak and TopBuild. Kodiak’s 2025 results show revenue of $2.34 billion and net income of $69.46 million, with total assets of $1.13 billion and long-term debt of $1.46 billion as of December 31, 2025. Kodiak also reports a stockholders’ deficit of $688.93 million, reflecting substantial debt financing. The 8-K does not update QXO’s own previously filed financial statements but helps investors assess the combined scale and leverage profile of the businesses QXO has acquired or agreed to acquire.
QXO, Inc. reported first quarter 2026 net sales of $1.73 billion and a net loss of $227.1 million, or $(0.35) per basic and diluted common share, reflecting higher costs and acquisition-related expenses. Net margin was (13.1)%. On a non-GAAP basis, QXO reported Adjusted Net Loss of $57.2 million, Adjusted Diluted Loss per Common Share of $(0.12), and Adjusted EBITDA of $1.2 million, for an Adjusted EBITDA Margin of 0.1%.
During the quarter, QXO completed a registered common stock offering of 31.6 million shares, raising approximately $749 million, and obtained commitments of up to $3.0 billion for Series C Convertible Perpetual Preferred Stock. On April 1, 2026, it closed the $2.25 billion acquisition of Kodiak Building Partners, funded with $2.0 billion in cash and 13.2 million QXO shares, and issued 200,000 shares of Series C Preferred Stock for $2.0 billion in cash. On April 18, 2026, QXO agreed to acquire TopBuild Corp. for approximately $17.0 billion in cash and stock, with closing expected in the third quarter of 2026, subject to customary approvals.
QXO, Inc. filed an 8-K after posting an in-depth investor Q&A on its website about the pending acquisition of TopBuild Corp. and the company’s broader strategy. The Q&A explains how Beacon, Kodiak and TopBuild together create an integrated North American platform spanning roofing, waterproofing, lumber and insulation, with technology, cross-selling and private label as key value drivers.
Management outlines ambitions to reach $50 billion of revenue within the decade, supported by mid- to high-single-digit annual organic growth. They target approximately $300 million of TopBuild-related synergies by 2030, about $4 billion of organic EBITDA by 2030 and roughly $5.5 billion of EBITDA including tuck-in acquisitions, plus more than 200 basis points of margin expansion over time.
QXO highlights TopBuild’s roughly 22,000 daily job site visits as a source of real-time data to optimize inventory and cross-selling. Recent deals were financed with $3 billion of 4.75% Series C convertible preferred shares, common equity, bank financing and cash. The company stresses disciplined, accretive M&A, a focus on integration over new deals near term, and extensive forward-looking risk disclosures, including the need for shareholder approvals and a forthcoming Form S-4 and joint proxy statement/prospectus.
QXO, Inc. reported the results of its May 5, 2026 Annual Meeting of Stockholders. Stockholders elected seven directors to serve until the 2027 annual meeting, with each nominee receiving substantial support. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year.
In a non-binding advisory vote, stockholders approved the executive compensation program for the company’s named executive officers as presented in the 2026 proxy statement. The voting results across all three proposals showed large majorities in favor, with significant broker non-votes recorded only on the non-routine items.
QXO, Inc. filed a prospectus supplement covering the resale by certain selling stockholders of 95,876,547 shares of common stock and 192,533 shares of Series C Convertible Perpetual Preferred Stock. The common shares include 13,066,710 shares already outstanding and 82,809,837 shares issuable upon conversion of the Preferred Stock.
The company also filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1, along with the related consent and an Inline XBRL cover page data file.
QXO, Inc. entered a definitive agreement to acquire TopBuild Corp. in a transaction valued at approximately $17 billion, creating one of the largest building products distributors in North America. Each TopBuild share will be converted into either $505 in cash or 20.200 QXO shares, subject to proration so that about 45% of the total consideration is paid in cash and 55% in QXO stock, with QXO able to increase the stock portion.
The deal has unanimous board approval at both companies and is expected to close in the third quarter of 2026, subject to shareholder approvals, antitrust clearance under the HSR Act, effectiveness of an S‑4 registration statement, NYSE listing of the stock consideration and other customary conditions, including no material adverse effect. QXO has secured commitments for a $3.0 billion senior secured term loan and $3.0 billion of bridge financing to help fund the cash portion.
The Merger Agreement includes $600 million reverse/termination fee provisions payable in specified circumstances, non‑solicitation covenants with customary fiduciary outs, and a plan to add one TopBuild director to QXO’s board. QXO expects the combination to generate about $300 million of synergies by 2030 and to be immediately and substantially accretive to its earnings.
QXO, Inc. reported that Chief Accounting Officer Sean Smith resigned his position effective March 15, 2026 to pursue employment closer to his family home. He will remain in an advisory role through June 30, 2026 to support an orderly transition, and his departure is stated to be unrelated to any disagreements over accounting principles, financial statement practices, or internal controls.
During the transition, Mr. Smith will continue receiving base salary, be eligible for a prorated short-term incentive bonus, and a portion of his 2024 equity award scheduled to vest in 2026 will vest on a prorated basis, subject to plan terms. QXO appointed Robert Loughran as Interim Chief Accounting Officer effective March 16, 2026. He brings extensive prior experience in SEC reporting, technical accounting, internal controls, planning, forecasting, and M&A from roles at Elm Street Advisors, Greenidge Generation Holdings, Tronox Holdings, Avon Products, and earlier public accounting. QXO has begun a search for a permanent Chief Accounting Officer, and Mr. Loughran is expected to serve in the interim role until a successor is appointed.
QXO, Inc. reported rapid scale-up in 2025, driven by acquisitions, but remained unprofitable on a GAAP basis. For the fourth quarter, net sales were $2.19 billion, with a GAAP basic and diluted loss per common share of $(0.17), mainly from acquisition-related amortization and transaction costs. Q4 Adjusted Net Income was $52.1 million, and Adjusted Diluted EPS was $0.02, highlighting stronger underlying performance than GAAP results suggest.
For full-year 2025, QXO generated $6.84 billion of net sales and a GAAP basic and diluted loss per common share of $(0.63), while Adjusted Diluted EPS reached $0.34. Full-year Adjusted EBITDA was $647.8 million, a 9.5% Adjusted EBITDA Margin, reflecting the integration of Beacon Roofing Supply, whose operations are included from April 29, 2025.
Management emphasized integration progress at the legacy Beacon business and highlighted a recently announced $2.25 billion agreement to acquire Kodiak Building Partners, expected to close early in the second quarter of 2026, subject to customary conditions, and be highly accretive to 2026 earnings. With Kodiak, QXO estimates its EBITDA run rate exceeds $1 billion and its total addressable market rises to more than $200 billion, supporting a long-term goal of $50 billion in annual revenue.
QXO, Inc. has agreed to acquire Kodiak Building Partners, merging a QXO subsidiary into Kodiak to make it an indirect, wholly owned subsidiary. The purchase price includes $2,000,000,000 in cash plus 13,157,895 shares of QXO common stock, and QXO may repurchase these shares at $40 per share after issuance. A related press release values the deal at approximately $2.25 billion, with 13.2 million shares, and notes Kodiak generated about $2.4 billion of 2025 revenue as a U.S. distributor of building products.
The transaction is expected to be highly accretive to QXO’s 2026 earnings and to expand QXO’s addressable market to more than $200 billion. Closing is targeted for early in the second quarter of 2026, subject to HSR clearance, customary conditions, and approval from Kodiak stockholders with limits on dissenting shares. QXO plans to use a prospectus supplement to register the stock portion of the consideration for resale after closing, while certain Kodiak employees will reinvest part of their proceeds into QXO shares under rollover and lock-up arrangements.
QXO, Inc. entered into an underwriting agreement with BofA Securities to sell 31,645,570 shares of common stock at a public offering price of $23.80 per share. The company also granted the underwriter an option to purchase up to an additional 4,746,835 shares of common stock. QXO expects to receive approximately $750 million in net proceeds from the offering, or approximately $862.5 million if the underwriter fully exercises its option. The common stock sale is being conducted under an effective automatic shelf registration statement on Form S-3ASR, using a preliminary and final prospectus supplement filed with the SEC. The agreement includes customary representations, covenants, and indemnification provisions, and QXO filed the underwriting agreement, legal opinion, and related press release as exhibits.
QXO, Inc. reported that it intends to raise capital by offering $750 million of its common stock in a public offering. The company also plans to grant the underwriter an option to buy up to an additional $112.5 million of common stock at the public offering price, less underwriting discounts and commissions.
The disclosure is being made through a current report, and QXO has issued a press release describing the planned transaction, which is included as an exhibit. This planned equity sale would increase the number of QXO shares held by the public and may dilute existing shareholders’ ownership percentages.
QXO, Inc. filed a current report describing two key updates related to its recent growth. The company furnished a press release with certain preliminary financial results for the three months ended December 31, 2025, giving an early look at how the business performed in that quarter.
The report also provides unaudited pro forma combined financial statements for QXO and QXO Building Products, Inc., formerly Beacon Roofing Supply, Inc., which QXO acquired on April 29, 2025. These pro forma statements cover the year ended December 31, 2024 and the nine months ended September 30, 2025, and show how the combined company’s results might have looked if the acquisition had occurred on January 1, 2024. The document does not modify the historical financial statements previously included in QXO’s Form 10-Q for the nine months ended September 30, 2025.
QXO, Inc. disclosed that new investors have joined its existing investment agreement for a Series C Convertible Perpetual Preferred Stock financing. These new investors have committed, on the terms and subject to the conditions in the agreement, to purchase up to 185,500 shares of Series C Preferred Stock at a stated value of $10,000 per share, for an aggregate purchase price of $1.855 billion, with commitments lasting until July 15, 2026. Including the original participants, the convertible preferred investors have now committed to purchase up to 300,000 shares of Series C Preferred Stock for a total of $3.0 billion. The investment is being made in a private transaction relying on an exemption from registration, and the preferred shares and any common stock issued upon conversion cannot be sold in the United States without an effective registration statement or another exemption.
QXO, Inc. entered into an Investment Agreement with funds managed by Apollo and other investors for a committed purchase of up to 114,500 shares of a new Series C Convertible Perpetual Preferred Stock, for an aggregate purchase price of $1.145 billion to fund one or more large acquisitions. The company plans to use the proceeds to help pay for acquisitions of assets or businesses with a purchase price above $1.5 billion and related expenses, with funding subject to customary closing conditions and completion of a qualifying deal.
The Series C Preferred Stock carries a 4.75% annual dividend, ranks senior to common stock, and is initially convertible into common stock at $23.25 per share, with anti-dilution protections and an NYSE-driven cap limiting issuances above 19.99% of pre-signing shares unless stockholders approve. QXO may force conversion or redeem the preferred after specified anniversaries, while investors receive voting rights on an as-converted basis, are subject to transfer, hedging, and standstill limits, and receive registration rights for resales following a qualifying acquisition.
QXO, Inc. reported that it issued a press release announcing results for the fiscal quarter ended September 30, 2025, and furnished it as Exhibit 99.1 in a Form 8-K.
The company noted the information under Item 2.02, including Exhibit 99.1, is furnished and not filed under the Exchange Act. QXO’s common stock trades on the NYSE under QXO; its depositary shares for 5.50% Series B Mandatory Convertible Preferred Stock trade as QXO.PRB.
QXO, Inc. amended and restated its term loan credit agreement through an Incremental Assumption and Amendment Agreement No. 1. The change reduces the applicable margin on the Borrower’s existing $850.0 million senior secured Term Loan B facility. For term SOFR borrowings, the margin decreases from 3.00% to 2.00%, and for base rate borrowings, from 2.00% to 1.00%.
The amendment was executed by subsidiaries Queen HoldCo, LLC and QXO Building Products, Inc., with Goldman Sachs Bank USA as administrative agent. Lower stated margins can reduce interest expense on the facility when drawn, improving financing costs under the amended and restated credit agreement.
QXO, Inc. announced the launch of a refinancing of its Term Loan B and furnished preliminary financial results for the third quarter ended September 30, 2025. The refinancing is stated to be subject to market and other conditions.
The company provided these updates via a press release furnished as Exhibit 99.1. The information in the press release is furnished, not filed, and is not incorporated by reference unless specifically stated.