Form 8-K

8-K — QXO, Inc.

Accession: 0000950142-26-001551

Filed: 2026-05-29

Period: 2026-05-29

CIK: 0001236275

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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):

May 29, 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 8.01 Other Events.

Tender

Offers and Consent Solicitations

On May 29, 2026, QXO, Inc., a

Delaware corporation (the “Company” or “QXO”), issued a press release announcing that its wholly-owned

subsidiary, Titanium MergerCo, Inc., a Delaware corporation (the “Offeror”), has commenced tender offers to purchase

for cash any and all of TopBuild Corp.’s (“TopBuild”) $500.0 million aggregate principal amount of outstanding

4.125% Senior Notes due 2032 (the “2032 Notes”) and any and all of TopBuild’s $750.0 million aggregate principal

amount of outstanding 5.625% Senior Notes due 2034 (the “2034 Notes”) and solicitations of consents to amend certain

provisions of the indentures governing the 2032 Notes and 2034 Notes (the “Tender Offer Proposed Amendments”) to (i)

eliminate the requirement to make a “Change of Control Offer” for the related 2032 Notes and 2034 Notes in connection with

the Company’s acquisition of TopBuild and future transactions, (ii) eliminate substantially all of the restrictive covenants in

the applicable Indenture and the 2032 Notes and 2034 Notes, (iii) eliminate certain conditions to legal defeasance and covenant defeasance

in the applicable Indenture and the 2032 Notes and 2034 Notes and (iv) eliminate 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 “Tender Offers”).

The terms and conditions of the Tender Offers are described in the Offeror’s Offer to Purchase and Consent Solicitation Statement,

dated May 29, 2026 (the “Offer to Purchase”). Capitalized terms used but not defined herein have the meanings assigned

to them in the Offer to Purchase.

The consummation of the

Tender Offers for the 2032 Notes and 2034 Notes are subject to, and conditioned upon, the satisfaction or waiver of certain conditions

described in the Offer to Purchase, including, among other things, the substantially concurrent consummation of the acquisition of TopBuild

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 the Company, the Offeror, Titanium MergerCo 2, LLC and TopBuild.

A copy of the press release

relating to the Tender Offers 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 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 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 filed by

QXO with the SEC on May 18, 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 May 29, 2026, announcing the Tender Offers

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: May 29, 2026

QXO, INC.

By:

/s/ Christopher Signorello

Name:

Christopher Signorello

Title:

Chief Legal Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: eh260786667_ex9901.htm · Sequence: 2

EXHIBIT 99.1

QXO Announces 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

GREENWICH, Conn. –

May 29, 2026 – QXO, Inc. (“QXO”) (NYSE: QXO) today announced that, in connection with its pending acquisition

of TopBuild Corp. (“TopBuild”), it has commenced, through its wholly-owned subsidiary Titanium MergerCo, Inc., a Delaware

corporation (the “Company”), tender offers (collectively, the “Tender Offers”) to purchase for cash

any and all of the outstanding (i) 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) 5.625% Senior Notes due

2034 (the “2034 Notes” and, together with the 2032 Notes, the “Notes”) of TopBuild.

In connection with the Tender

Offers, the Company is also soliciting (collectively, the “Consent Solicitations”) from holders of the Notes consents

(the “Consents”) to certain proposed amendments to the indenture, dated as of October 14, 2021 (the “2032

Notes Indenture”), which governs the 2032 Notes, and certain proposed amendments to the indenture, dated as of September 25,

2025 (the “2034 Notes Indenture” and together with the 2032 Notes Indenture, the “Indentures”),

which governs the 2034 Notes, to (i) eliminate the requirement to make a “Change of Control Offer” for the related Notes in

connection with QXO’s acquisition of TopBuild and future transactions, (ii) eliminate substantially all of the restrictive covenants

in the applicable Indenture and the Notes, (iii) eliminate certain conditions to legal defeasance and covenant defeasance in the applicable

Indenture and the Notes and (iv) eliminate 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”). 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 following table summarizes the material pricing terms of the Tender Offers.

CUSIP/ISIN*

Title of Notes

Aggregate Principal

Amount Outstanding

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

$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

$961.25

$50.00

$1,011.25

(1) Per $1,000 principal amount of Notes tendered and 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 in the Offer to Purchase and Consent Solicitation Statement) that will be paid on the Notes

accepted for purchase.

(3) Included in the Total Tender Offer Consideration for Notes tendered at or prior to the Early Tender Deadline

(as defined below) that are not validly withdrawn at or prior to the Withdrawal Deadline and are 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.

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”). No tenders submitted after the Expiration Date will be valid. Subject to the terms and conditions of the Tender Offers,

holders of Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on June 11, 2026 (such date and time, as it may

be extended, the “Early Tender Deadline”), not validly withdrawn on or prior to 5:00 p.m., New York City time, on June

11, 2026 (such date and time, as it may be extended, the “Withdrawal Deadline”) and accepted for purchase pursuant

to the Tender Offers will be eligible to 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 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.

In order for the Proposed Amendments to be

adopted for either series of Notes, Consents must be received in respect of at least a majority of the aggregate principal amount of such

series of Notes then outstanding (excluding any 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”). Assuming receipt of the Requisite Consents, TopBuild expects to execute and deliver a supplemental indenture to

each Indenture giving effect to the Proposed Amendments (each, a “Supplemental Indenture”), promptly following the

receipt of the Requisite Consents. Each Supplemental Indenture will become effective upon execution, but will provide 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.

The consummation of the Tender Offers and Consent

Solicitations for the Notes of either series are 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 acquisition of TopBuild 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.

Any Notes validly tendered and related Consents

validly delivered may be withdrawn or revoked from the applicable Tender Offers and the Consent Solicitations on or prior to the Withdrawal

Deadline. Any Notes validly tendered and related Consents validly delivered on or prior to the Early Tender Deadline that are not validly

withdrawn or validly revoked prior to the Withdrawal Deadline may not be withdrawn or revoked thereafter, except as

required by law. In addition, any Notes validly

tendered and related Consents validly delivered after the Withdrawal Deadline may not be withdrawn or revoked, except as required by law.

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 (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,

its 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 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 filed by QXO with the SEC on May 18, 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

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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