Form 8-K

8-K — QXO Insulation, LLC

Accession: 0001104659-26-079876

Filed: 2026-07-01

Period: 2026-07-01

CIK: 0001633931

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2618991d10_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2618991d10_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2618991d10_ex3-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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2026-07-01

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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):

July 1, 2026

QXO INSULATION, LLC

(Exact name of registrant as specified in its charter)

Delaware

001-36870

36-4173371

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

475 North Williamson Boulevard

Daytona Beach, Florida

(Address of principal executive offices)

32114

(Zip Code)

Registrant’s telephone number, including

area code: (386) 304-2200

TopBuild

Corp.

(Former

name or former address, if changed since last report.)

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 $0.01 per share

BLD

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. ¨

Introductory Note.

This Current Report on Form 8-K

is being filed in connection with the completion by QXO, Inc., a Delaware corporation (“QXO”), of the acquisition of

TopBuild Corp., a Delaware corporation (now known as QXO Insulation, LLC) (“TopBuild”), pursuant to the Agreement and Plan

of Merger, dated as of April 18, 2026 (the “Merger Agreement”), by and among QXO, TopBuild, Titanium MergerCo, Inc.,

a Delaware corporation and wholly owned subsidiary of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware

limited liability company and wholly owned subsidiary of QXO (“Forward Merger Sub”).

Item 1.01 Entry into a Material Definitive Agreement.

QXO Notes

On July 1, 2026,

upon consummation of the Merger (as defined below), TopBuild, QXO Building Products, Inc., a wholly owned subsidiary of QXO

(the “Issuer” or the “Borrower”), certain of the Issuer’s and TopBuild’s subsidiaries (the

“Other Subsidiary Guarantors” and, together with TopBuild, the “Subsidiary Guarantors”) and Wilmington Trust, National Association (the

“Trustee”) entered into the Supplemental Indenture No. 1 to the Indenture, dated as of June 17, 2026, among

the Issuer, the subsidiary guarantors party thereto from time to time and the Trustee (the “QXO Unsecured Notes

Indenture”), governing $1,500.0 million of the Issuer’s 6.500% Senior Notes due 2031 (the “QXO 2031 Notes”)

and $1,500.0 million of the Issuer’s 6.875% Senior Notes due 2034 (the “QXO 2034 Notes” and, together with the QXO

2031 Notes, the “QXO Unsecured Notes”), pursuant to which TopBuild and the Other Subsidiary Guarantors guaranteed the

Issuer’s obligations under the QXO Unsecured Notes and the QXO Unsecured Notes Indenture.

On July 1, 2026, upon

consummation of the Merger, TopBuild, the Issuer, certain of TopBuild’s subsidiaries (the “TopBuild Subsidiary Guarantors”)

and the Trustee entered into the Supplemental Indenture No. 3 to the Indenture, dated as of April 29, 2025, among the Issuer,

the subsidiary guarantors party thereto from time to time and the Trustee (the “QXO Secured Notes Indenture”), governing the

Issuer’s 6.75% Senior Secured Notes due 2032 with an initial aggregate principal amount of $2.25 billion (the “QXO Secured

Notes”), pursuant to which TopBuild and the TopBuild Subsidiary Guarantors guaranteed the Issuer’s obligations under the QXO

Secured Notes and the QXO Secured Notes Indenture (the “QXO Secured Notes Obligations”).

The QXO Secured Notes

Obligations are secured by first-priority liens on substantially all of the Issuer’s and the Subsidiary Guarantors’

(including TopBuild’s and the TopBuild Subsidiary Guarantors’) material owned assets other than the ABL Priority

Collateral (as defined below) (the “Notes Priority Collateral”) and by second-priority liens on substantially all of the

Issuer’s and the Subsidiary Guarantors’ (including TopBuild’s and the TopBuild Subsidiary Guarantors’)

inventory, receivables and related assets (the “ABL Priority Collateral”), in each case subject to certain exceptions

and permitted liens. The QXO Unsecured Notes Indenture and the QXO Secured Notes Indenture include restrictive covenants, events of

default and other provisions that are customary for obligations of this type.

QXO Term Loan Facility

On July 1, 2026, upon

consummation of the Merger, TopBuild and the TopBuild Subsidiary Guarantors entered into that certain Incremental Assumption and Amendment

Agreement No. 2 (the “QXO Term Loan Amendment”), by and among Queen Holdco, LLC, a Delaware limited liability company

(“Holdings”), the Borrower, the subsidiaries of the Borrower party thereto, the lenders party thereto and Goldman Sachs Bank

USA, as administrative agent, pursuant to which, among other things, the Borrower incurred additional senior secured financing consisting

of an incremental term loan facility (the “QXO Incremental Term Loan Facility”) in an aggregate principal amount of $3.0 billion.

The QXO Term Loan Amendment amends that certain Term Loan Credit Agreement, dated as of April 29, 2025 (as amended, restated, supplemented

or otherwise modified from time to time prior to the Mergers, and as further amended by the Term Loan Amendment, the “QXO Term Loan

Credit Agreement”), by and among Holdings, the Borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative

agent, which provided for senior secured financing consisting of a term loan facility (the “QXO Existing Term Loan Facility”

and, together with the QXO Incremental Term Loan Facility, the “QXO Term Loan Facilities”) in an aggregate principal amount

of $2.25 billion. All obligations under the QXO Term Loan Facilities are unconditionally guaranteed by TopBuild and each TopBuild Subsidiary

Guarantor and secured by first-priority liens on Notes Priority Collateral and second-priority liens on ABL Priority Collateral, in each

case subject to certain exceptions and permitted liens.

The QXO Term Loan Credit Agreement

includes restrictive covenants, events of default and other provisions that are customary for obligations of this type.

QXO ABL Facility

On July 1, 2026, upon

consummation of the Merger, TopBuild and the TopBuild Subsidiary Guarantors entered into that certain Supplement No. 2 to Guarantee

Agreement (ABL), dated as of July 1, 2026, pursuant to which TopBuild and each TopBuild Subsidiary Guarantor agreed to guarantee

the obligations under that certain Asset-Based Revolving Credit Agreement, dated as of April 29, 2025 (as amended, restated, supplemented

or otherwise modified from time to time, the “QXO ABL Credit Agreement”), by and among Holdings, the Borrower, the subsidiary

borrowers party there, the lenders party thereto and Citibank, N.A., as administrative agent, which provides for an asset-based revolving

credit facility (the “QXO ABL Facility”), with an aggregate borrowing availability equal to the lesser of $2,000 million and

the borrowing base. All obligations under the QXO ABL Facility are secured by first-priority liens on ABL Priority Collateral and second-priority

liens on Notes Priority Collateral, in each case subject to certain exceptions and permitted liens. The QXO ABL Credit Agreement includes

restrictive covenants, events of default and other provisions that are customary for obligations of this type.

Item 1.02 Termination of a Material Definitive Agreement.

On the Closing Date, in connection

with the consummation of the Merger, TopBuild repaid in full and terminated that certain Amended and Restated Credit Agreement, dated

as of March 20, 2020, as amended by Amendment No. 1, dated as of March 8, 2021, Amendment No. 2, dated as of October 7,

2021, Amendment No. 3, dated as of December 9, 2022, Amendment No. 4, dated as of July 26, 2023, and Amendment No. 5,

dated as of May 16, 2025, by and among TopBuild, certain subsidiaries of TopBuild from time to time party thereto as guarantors,

the lenders and other parties from time to time party thereto, and Bank of America, N.A., as administrative agent, as amended, supplemented,

modified, restated, refinanced or replaced from time to time (the “Credit Agreement”). In connection with the termination

of the Credit Agreement, all outstanding borrowings and unpaid fees and expenses thereunder were paid in full, all commitments thereunder

were terminated, and all guarantees and other obligations thereunder were released.

The descriptions contained

under Item 8.01 of this Current Report on Form 8-K are incorporated by reference into this Item 1.02.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Agreement and Plan of Merger

On July 1, 2026, QXO

completed the previously announced acquisition of TopBuild (the “TopBuild Acquisition”), pursuant to the Merger Agreement.

On July 1, 2026, pursuant

to the terms of the Merger Agreement, Titanium Merger Sub merged with and into TopBuild (the “Titanium Merger”), with TopBuild

surviving the Titanium Merger as a wholly owned subsidiary of QXO, and immediately thereafter, TopBuild merged with and into Forward Merger

Sub (the “Forward Merger” and, together with the Titanium Merger, the “Merger”), with Forward Merger Sub surviving

the Forward Merger as a wholly owned subsidiary of QXO. At the effective time of the Titanium Merger (the “Titanium Merger Effective

Time”), by virtue of the Titanium Merger and without any action on the part of any holder thereof, each share of common stock, par

value $0.01 per share, of TopBuild (“TopBuild Shares”) issued and outstanding immediately prior thereto (other than certain

excluded shares, cancelled shares and dissenting shares) was converted into the right to receive, at the election of the holder and subject

to proration as described in the Merger Agreement, one of the following forms of merger consideration (the “Merger Consideration”):

(i) an amount in cash equal to $505.00 per TopBuild Share (the “Cash Consideration”) or (ii) 20.200 shares of QXO

common stock, par value $0.00001 per share (“QXO Shares”), per TopBuild Share (the “Stock Consideration”). TopBuild

Shares in respect of which no cash election or stock election was validly made were treated as having elected to receive the Stock Consideration

in accordance with the terms of the Merger Agreement. At the effective time of the Forward Merger (the “Forward Merger Effective

Time”), the name of TopBuild was changed to QXO Insulation, LLC.

TopBuild stockholders of

record of approximately 91.0% of the outstanding TopBuild Shares elected to receive the Cash Consideration and, in accordance with the proration

procedures in the Merger Agreement, all of such outstanding TopBuild Shares were converted into the right to receive approximately $249.67

in cash and 10.212 QXO Shares per TopBuild Share, subject to final calculation by the exchange agent.

Treatment of Outstanding Equity Awards.

Pursuant to the terms of the

Merger Agreement:

(i) each option to purchase TopBuild Shares outstanding and not yet exercised whether vested or unvested (each,

a “TopBuild Option”), was, by virtue of the Titanium Merger and without any action on the part of the holder thereof, cancelled

and converted into the right to receive QXO Shares equal to (a) the total TopBuild Shares subject to such TopBuild Option as of immediately

prior to the Titanium Merger Effective Time, multiplied by (b) the quotient obtained by dividing (x) the excess, if any,

of (1) the Cash Consideration minus (2) the exercise price per TopBuild Share applicable to such TopBuild Option by (y) $25.00,

with such QXO Shares to be delivered as soon as reasonably practicable (but no later than 10 calendar days) after the Titanium Merger

Effective Time;

(ii) each outstanding award of TopBuild Shares that is subject to vesting conditions was fully vested and the

holder thereof is entitled to receive the Per Share Merger Consideration (as defined in the Merger Agreement); and

(iii) each (a) outstanding award of restricted stock units for which vesting is solely based on service-based

conditions (each, an “RSU Award”) and (b) outstanding award of restricted stock units for which vesting is based on service-based

conditions and performance-based conditions (each, a “PSU Award”), was converted into corresponding QXO equity awards (and,

with respect to each PSU Award, with the performance-based vesting condition deemed satisfied at target and being converted into an award

of QXO restricted stock units for which vesting is based solely on service-based conditions), in each case, based on an equity award exchange

ratio equal to the Stock Consideration. Such converted awards, in each case, remain subject to the same terms and conditions that applied

to such awards (excluding performance-based vesting terms) immediately prior to the Titanium Merger Effective Time; provided that any

amounts relating to accrued and unpaid dividend equivalent rights corresponding to an RSU Award or a PSU Award were converted into dividend

equivalent rights on the corresponding QXO equity awards and any dividend equivalents that are payable with respect to such converted

awards following the Titanium Merger Effective Time will be paid within 30 days following vesting.

The foregoing descriptions

of the TopBuild Acquisition, the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are qualified in

their entirety by the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to TopBuild’s Current Report

on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026, and is incorporated

by reference herein.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions contained

under Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 2.03.

Item 3.01 Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided in

the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

On July 1, 2026, in connection

with the consummation of the Merger, TopBuild notified the New York Stock Exchange (“NYSE”) that the Mergers had been completed

and NYSE filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 in order to initiate the delisting of

TopBuild Shares from NYSE and the deregistration of TopBuild Shares under Section 12(b) of the Exchange Act.

As a result, trading of TopBuild

Shares, which traded under the ticker symbol “BLD” on NYSE, was suspended prior to the opening of trading on the NYSE on July 1,

2026. Upon effectiveness of the Form 25, TopBuild intends to file a Form 15 with the SEC requesting the deregistration of TopBuild

Shares under Section 12(g) of the Exchange Act and the suspension of TopBuild’s reporting obligations under Sections 13

and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of

Security Holders.

The information provided in

the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

At the effective time of the

Titanium Merger, each holder of TopBuild Shares that were outstanding immediately prior to the effective time of the Titanium Merger (other

than certain excluded shares, cancelled shares and dissenting shares) ceased to have any rights with respect thereto, except the right

to receive the Merger Consideration in accordance with the Merger Agreement, in each case, to be issued or paid in consideration therefor

in accordance with the Merger Agreement.

Item 5.01 Changes in Control of Registrant.

The information provided in

the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

On July 1, 2026, pursuant

to the Merger Agreement, (i) Titanium Merger Sub merged with and into TopBuild, with TopBuild surviving as a wholly owned subsidiary

of QXO, and (ii) immediately thereafter, TopBuild merged with and into Forward Merger Sub with Forward Merger Sub surviving the Forward

Merger as a wholly owned subsidiary of QXO.

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in

the Introductory Note and Items 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

By the operation of the Merger,

all of the directors of TopBuild ceased to be directors of TopBuild and members of any and all committees of TopBuild’s board of

directors, effective as of the effective time of the Titanium Merger. This was not a result of any disagreement between TopBuild and the

directors on any matter relating to TopBuild’s operations, policies or practices.

By virtue of, and effective

as of the effective time of, the Titanium Merger, all of the executive officers of TopBuild immediately prior to the effective time of

the Titanium Merger ceased to hold their respective positions with TopBuild, effective as of the effective time of the Titanium Merger.

In connection with the retirement

of Joseph M. Viselli, as previously disclosed in TopBuild’s Current Report on Form 8-K filed with the SEC on April 17,

2026, in recognition of his contributions to TopBuild and in consideration of his ongoing restrictive covenants and other post-employment

obligations, on June 30, 2026, the Compensation Committee of TopBuild’s board of directors approved a cash payment to Mr. Viselli

in the amount of $894,539, less applicable taxes and withholdings (the “Cash Payment”). The Cash Payment was conditioned

upon (i) Mr. Viselli’s execution and non-revocation of a severance agreement, waiver and release of claims and (ii) Mr. Viselli’s

last day of employment being no later than June 30, 2026. On June 30, 2026, Mr. Viselli executed the severance, waiver

and release of claims and voluntarily resigned from his employment. The Cash Payment will be made within 60 days following Mr. Viselli’s

last day of employment with TopBuild.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

The information set forth

in the Introductory Note and under Item 2.01 of this Current Report is incorporated by reference into this Item 5.03.

Pursuant to the Merger

Agreement, at the Forward Merger Effective Time, as a result of the Forward Merger, the Certificate of Formation of TopBuild attached

as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein became the Certificate of Formation of

TopBuild, and the Limited Liability Company Agreement of TopBuild attached as Exhibit 3.2 to this Current Report on Form 8-K

and incorporated by reference herein became the Limited Liability Company Agreement of TopBuild. The information set forth in the Introductory

Note of this Current Report on Form 8-K is incorporated by reference herein.

Item 8.01 Other Events.

Purchase and Redemptions of Notes of TopBuild

On July 1, 2026,

upon consummation of the Merger and in connection with the tender offers and consent solicitations (collectively, the “Tender Offers”)

with respect to TopBuild’s 4.125% Senior Notes due 2032 (the “TopBuild 2032 Notes”) and 5.625% Senior Notes due 2034

(the “TopBuild 2034 Notes”) previously announced by QXO as further detailed in Titanium Merger Sub’s Offer to Purchase

and Consent Solicitation Statement, dated May 29, 2026 (the “Offer to Purchase”), Titanium Merger Sub purchased all of

the TopBuild 2032 Notes and TopBuild 2034 Notes that were validly tendered and not validly withdrawn pursuant to the Tender Offers. In

connection with the Tender Offers, 99.54% of the outstanding aggregate principal amount of the TopBuild 2032 Notes and 99.75% of the outstanding

aggregate principal amount of the TopBuild 2034 Notes were purchased and cancelled, and the previously announced amendments to the indentures

governing the TopBuild 2032 Notes and TopBuild 2034 Notes detailed in the Offer to Purchase became operative, on July 1, 2026.

In connection with the

Merger, (i) on May 29, 2026, TopBuild issued to the holders of its 3.625% Senior Notes due 2029 (the “TopBuild 2029 Notes”)

a notice of conditional redemption to redeem on July 1, 2026 all of the TopBuild 2029 Notes then outstanding at a redemption price

equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date; (ii) on

June 18, 2026, TopBuild issued to the holders of the TopBuild 2032 Notes a notice of conditional redemption to redeem on July 1,

2026 all of the TopBuild 2032 Notes that would remain outstanding immediately after consummation of the Tender Offers (the “Remaining

TopBuild 2032 Notes”) at a redemption price equal to 101.125% of the principal amount thereof, plus accrued and unpaid interest

to, but excluding, the redemption date; and (iii) on June 18, 2026, TopBuild issued to the holders of the TopBuild 2034 Notes

a notice of conditional redemption to redeem on July 1, 2026 all of the TopBuild 2034 Notes that would remain outstanding immediately

after consummation of the Tender Offers (the “Remaining TopBuild 2034 Notes” and, collectively with the TopBuild 2029 Notes

and the Remaining TopBuild 2032 Notes, the “TopBuild Notes”) at a redemption price equal to 101.125% of the principal amount

thereof, plus accrued and unpaid interest to, but excluding, the redemption date. The conditions to the redemptions of the TopBuild Notes

have been satisfied and the TopBuild Notes were redeemed and cancelled on July 1, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

2.1

Agreement and Plan of Merger, dated as of April 18, 2026, by and among QXO, Inc., TopBuild Corp., Titanium MergerCo, Inc. and Titanium MergerCo 2, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by QXO with the SEC on April 20, 2026).*

3.1

Certificate of Formation of QXO Insulation, LLC

3.2

Limited Liability Company Agreement of QXO Insulation, LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and/or exhibits have been omitted pursuant

to Instruction 4 to Item 1.01 of Form 8-K. TopBuild 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: July 1, 2026

QXO INSULATION, LLC

By: /s/ Christopher Signorello

Name: Christopher Signorello

Title:   Secretary

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2618991d10_ex3-1.htm · Sequence: 2

Exhibit 3.1

Execution Version

CERTIFICATE OF FORMATION

Titanium

MergerCo 2, LLC

This Certificate of Formation

of Titanium MergerCo 2, LLC (the “Company”), dated as of March 27, 2026, has been duly executed and filed by the

undersigned authorized person to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101

et seq. (the “Act”):

FIRST: The

name of the limited liability company formed hereby is “Titanium MergerCo 2, LLC”.

SECOND: The

address of the Company’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,

Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned

has duly executed this Certificate of Formation as of the date first written above.

/s/ Dae W. Kang

Name: Dae W. Kang

Title: Authorized Person

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2618991d10_ex3-2.htm · Sequence: 3

Exhibit 3.2

Execution Version

LIMITED

LIABILITY COMPANY AGREEMENT

Titanium

MergerCo 2, LLC

This Limited Liability Company

Agreement (as amended from time to time, this “Agreement”) of Titanium MergerCo 2, LLC (the “Company”),

dated and effective as of March 27, 2026, is entered into by QXO Building Products, Inc., a Delaware Corporation, as the sole

member of the Company (the “Member”).

WHEREAS,

the Company was formed as a limited liability company on March 27, 2026, by the filing of a certificate of formation (the “Certificate

of Formation”) with the Office of the Secretary of State of the State of Delaware, pursuant to and in accordance with the Delaware

Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.), as amended from time to time (the “Act”);

WHEREAS,

the Member agrees that the membership in and management of the Company shall be governed by the terms hereinafter set forth; and

NOW,

THEREFORE, the Member hereby agrees as follows:

1.             Name.

The name of the Company is “Titanium MergerCo 2, LLC,” or such other name as the Member may from time to time hereafter designate.

2.             Purpose.

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging

in any lawful business, purpose or activity for which limited liability companies may be formed under the Act.

3.             Powers.

In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall possess and may exercise all

the powers and privileges granted by the Act, any other law or this Agreement, together with any powers incidental thereto, including

such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities

of the Company.

4.             Principal

Business Office. The principal business office of the Company shall be located at such location as may hereafter be determined

by the Member.

5.             Registered

Office; Registered Agent. The registered office of the Company in the State of Delaware and the registered agent of the Company

for service of process on the Company at such office shall be that location and agent reflected in the Certificate of Formation. In the

event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate

a replacement registered agent or file a notice of change of address, as the case may be, in the manner provided by law. The Member may

change such registered office or registered agent at any time.

6.             Member.

The name and the mailing address of the Member are as follows:

Name

Address

QXO Building Products, Inc.

Five American Lane

Greenwich, CT 06831

7.             Limited

Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in

contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated

personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

8.             Initial

Capital Contributions. The Member is admitted as the sole member of the Company upon its execution and delivery of this Agreement

and, subject to Section 16 regarding assignments and Section 17 regarding the admission of additional members, owns 100% of

the limited liability company interests in the Company. The Member hereby agrees to contribute to the Company such cash, property or services

as determined by the Member.

9.             Additional

Contributions. The Member is not required to make any additional capital contribution to the Company. However, the Member may

at any time, in its sole discretion, make additional capital contributions to the Company.

10.           Allocation

of Profits and Losses. The Company’s profits and losses shall be allocated solely to the Member.

11.           Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision

to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the

Company if such distribution would violate the Act or other applicable law.

12.           Management.

Except as otherwise expressly provided for in this Agreement, the management of the Company shall be vested in the Member in accordance

with Section 18-402 of the Act. The Member shall have the sole and exclusive responsibility, authority, rights and powers to manage

the operations and affairs of the Company, to make all decisions regarding the business of the Company, and to do any and all other acts

and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including to delegate in whole or

in part any of the foregoing responsibility, authority, rights and powers to one or more managers, officers, employees or agents of the

Company as the Member shall from time to time determine. Any action taken by the Member shall constitute the act of and serve to bind

the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Member as set forth

in this Agreement.

13.           Officers.

The Member may, from time to time, designate one or more natural persons as officers of the Company (the “Officers”)

and assign titles to any such person to act in the name of the Company, each with such authority as may be delegated to such Officer from

time to time by the Member. Each Officer shall act pursuant to such delegated authority until such Officer is removed by the Member or

such Officer’s earlier death or resignation; provided that any delegation of authority pursuant to this Section 13 may

be revoked, in whole or in part, at any time by the Member. Any Officer may be removed with or without cause at any time by the Member.

Any action taken by an Officer designated by the Member pursuant to authority duly delegated to such Officer shall constitute the act

of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any

Officer set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her.

-2-

14.           Other

Business. Notwithstanding any duty otherwise existing at law or in equity, the Member may engage in or possess an interest in

other business ventures of every kind and description, independently or with others, and the Company shall not have any rights in or to

such independent ventures or the income or profits therefrom by virtue of this Agreement.

15.           Indemnification.

(a)             A

member of the Company shall not be personally liable to the Company or its members for monetary damages for breach of fiduciary duty as

a member, except for liability (i) for any breach of such member’s duty of loyalty to the Company or its other members, (ii) for

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 18-607

of the Act or (iv) for any transaction from which such member derived an improper personal benefit. If the Act hereafter is amended

to authorize the further limitation or elimination of the liability of members, then the liability of a member of the Company, in addition

to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the Act.

(b)             Each

person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is

involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,

by reason of the fact that such person is or was a member of the Company or an officer of the Company or is or was serving at the request

of the Company as a member of the board of directors or officer of another corporation, partnership, joint venture, trust or other enterprise,

shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, against all expense, liability and loss

(including, without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement) reasonably incurred or suffered

by such person in connection therewith. The Company shall indemnify such member or such officer in connection with an action, suit or

proceeding (other than an action, suit or proceeding to enforce indemnification rights provided for herein or elsewhere) initiated by

such member or officer only if such action, suit or proceeding was authorized by the members. The right to indemnification conferred in

this Section 15 shall also include the right to be paid by the Company the expenses incurred in connection with any such proceeding

in advance of its final disposition; provided, however, that, if the Act requires, the payment of such expenses incurred by such member

or such officer in such person’s capacity as a member or an officer (and not in any other capacity in which service was or is rendered

by such person) in advance of the final disposition of an action, suit or proceeding shall be made only upon delivery to the Company of

an undertaking, by or on behalf of such member or any subsidiary of the Company or officer, to repay all amounts so advanced if it shall

ultimately be determined by final judicial decision from which there is no further right to appeal that such member or officer is not

entitled to be indemnified for such expenses under this Section 15 or otherwise. The right to indemnification conferred in this Section 15

shall be a contract right.

-3-

Company may, by action of its members, provide indemnification and advancement of expenses to such employees and agents of the Company

to such extent and to such effect as the members shall determine to be appropriate and authorized by the Act.

(d)             The

Company shall have power to purchase and maintain insurance on behalf of any person who is or was a member, officer, employee or agent

of the Company, or is or was serving at the request of the Company as a member of the board of directors, an officer, an employee or an

agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by

such person in any such capacity or arising out of such person’s status as such, whether or not the Company would have the power

to indemnify such person against such liability under the Act.

(e)             The

rights and authority conferred in this Section 15 shall not be exclusive of any other right that any person may otherwise have or

hereafter acquire.

(f)             Neither

the amendment nor repeal of this Section 15, nor the adoption of any provision of this Agreement, nor, to the fullest extent permitted

by the Act, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at,

or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification

(regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced

or completed).

16.           Assignments.

The Member may at any time assign in whole or in part its limited liability company interest in the Company. If the Member assigns all

or part of its limited liability company interest in the Company pursuant to this Section 16, then (a) the assignee shall be

admitted to the Company as a member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions

of this Agreement and (b) such admission shall be deemed effective immediately prior to the assignment, and, if the Member assigns

all of its limited liability company interest in the Company, then immediately following such admission, the assigning Member shall cease

to be a member of the Company; provided, however, in the case of either of the foregoing clauses (a) and (b), that

in the event of a transfer (by assignment or otherwise) of all of a member’s limited liability company interests in the Company

and such member is, at the time of such transfer, the sole member of the Company, the transferee of such limited liability company interests

shall be deemed admitted as a member of the Company upon such transfer and the Company shall continue without dissolution.

17.           Admission

of Additional Members. One or more additional members of the Company may be admitted to the Company from time to time with the

written consent of the Member. The admission of any such additional member shall be effective upon its execution of an instrument signifying

its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to

this Agreement; provided, however, that in the event of a transfer of all of a member’s limited liability company

interests in the Company and such member is, at the time of such transfer, the sole member of the Company, the transferee of such membership

interests shall be deemed admitted as a member of the Company upon such transfer and the Company shall continue without dissolution.

-4-

18.           Dissolution.

(a)             The

Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the

Member, or (ii) the occurrence of any other event or circumstance giving rise to the dissolution of the Company under Section 18-801

of the Act, unless the Company’s existence is continued pursuant to the Act.

(b)             The

bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member

of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.

dissolution of the Company, the Member (or a liquidator appointed by the Member), shall proceed to wind up the business and affairs of

the Company in accordance with the Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing

market conditions and so as to avoid undue loss in connection with any sale of Company assets. During the period of winding up the Company’s

affairs, this Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Member and the

conduct of the Company.

(d)             In

the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of

the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority,

set forth in Section 18-804 of the Act. Upon the completion of the distribution of the assets of the Company as provided in this

Section 18, the Company shall be terminated and the Member (or liquidator appointed by the Member) shall cause the cancellation of

the Certificate of Formation and all qualifications of the Company as a foreign limited liability company, if any, and shall take such

other actions as may be necessary to terminate the Company.

19.           Books

and Records. The Company’s books of account shall be kept using the method of accounting determined by the Member.

20.           Tax

Treatment. The Company intends to be treated as an entity disregarded as separate from the Sole Member for U.S. federal income

tax purposes.

21.           Severability

of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions

herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality

shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

22.           Entire

Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

-5-

23.           Governing

Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of

laws principles), all rights and remedies being governed by said laws.

24.           Amendments.

This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by

the Member.

25.           Sole

Benefit of Member. Except as expressly provided in Section 15 regarding exculpation and indemnification, the provisions of

this Agreement (including Section 9 regarding additional contributions) are intended solely to benefit the Member and, to the fullest

extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor

shall be a third-party beneficiary of this Agreement), and the Member shall not have any duty or obligation to any creditor of the Company

to make any contributions or payments to the Company.

26.           Rules of

Construction. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. Pronouns

apply equally to the masculine, feminine and neuter gender forms of such terms. The Section titles appear as a matter of convenience

only and shall not affect the interpretation of this Agreement. All Section references not attributed to a particular document shall

be references to such parts of this Agreement.

[Signature Page Follows]

-6-

IN WITNESS WHEREOF, the undersigned,

intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

QXO BUILDING PRODUCTS, INC.

By: /s/ Christopher Signorello

Name: Christopher Signorello

Title: Chief Legal Officer

[Signature Page to Limited Liability Company

Agreement of Titanium MergerCo 2, LLC]

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