Welcome to our dedicated page for QXO SEC filings (Ticker: QXO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The QXO, Inc. (NYSE: QXO) SEC filings page on Stock Titan provides access to the company’s official regulatory disclosures, including 8-K current reports, annual reports on Form 10-K, quarterly reports on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. QXO is an industrial distribution company that identifies itself as the largest publicly traded distributor of roofing, waterproofing and complementary building products in North America, and its filings offer detailed information about this business and its capital structure.
Through QXO’s 10-K and 10-Q filings, investors can review discussions of its building products distribution operations, risk factors, management’s analysis, and both GAAP and non-GAAP financial measures such as Adjusted Gross Profit, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA. These reports also describe how the company calculates these non-GAAP metrics and how management uses them in financial, operating and planning decisions.
QXO’s Form 8-K filings document material events, including financing transactions, credit agreement amendments, earnings releases and investment agreements. For example, recent 8-Ks describe an Investment Agreement for Series C Convertible Perpetual Preferred Stock, with commitments up to $3.0 billion led by funds managed by affiliates of Apollo Global Management, Inc. and other investors, as well as amendments to term loan facilities. These filings outline terms such as dividend rates, conversion prices, ranking of securities, voting rights, standstill provisions and transfer restrictions.
Investors can also track information related to preferred stock and capital structure, including Series B Mandatory Convertible Preferred Stock and Series C Convertible Perpetual Preferred Stock, as well as the listing of QXO common stock and preferred depositary shares on the New York Stock Exchange. Stock Titan enhances these filings with AI-powered summaries that explain key provisions, highlight important changes and help users interpret complex capital markets and acquisition-related disclosures, while maintaining a direct link to the underlying SEC documents for full detail.
QXO, Inc. filed a supplement to the joint proxy statement/prospectus in connection with its proposed acquisition of TopBuild. The supplement notes the Form S-4 (File No. 333-295973) was declared effective on May 29, 2026 and special stockholder meetings are scheduled for June 29, 2026.
The company discloses a shareholder complaint filed in the Court of Chancery (Thompson v. QXO, Inc. et al., Case No. 2026-0757, filed June 8, 2026) alleging disclosure deficiencies and seeks injunctive relief and fees. QXO and TopBuild deny the allegations and have voluntarily supplemented disclosures, including additional detail on fees paid to Morgan Stanley (aggregate fees of $85 million to $110 million over two years and estimated fees of $19 million to $21 million in connection with financing and related services).
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 Current Report announcing a joint press release with TopBuild Corp. that sets a stockholder election deadline of 5:00 p.m., Eastern Time on June 29, 2026 for choosing the form of consideration in QXO’s proposed acquisition of TopBuild. The filing notes that the parties’ combined definitive joint proxy statement/prospectus was mailed beginning on or about May 29, 2026, and that the registration statement on Form S-4 was declared effective by the SEC on May 29, 2026. The report reiterates customary forward-looking statement cautions and directs holders to review the joint proxy statement/prospectus and other SEC filings for full details.
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.