{"url_path":"/sec/bld/8-k/2026-07-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1633931/0001104659-26-079876-index.html","accession_number":"0001104659-26-079876","cik":"0001633931","ticker":"BLD","issuer_name":"QXO Insulation, LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1633931/0001104659-26-079876-index.html","primary_entity_key":"0001633931","primary_entity_name":"QXO Insulation, LLC"},"word_count":843,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n*QXO Notes*\n\n \n\nOn July 1, 2026,\nupon consummation of the Merger (as defined below), TopBuild, QXO Building Products, Inc., a wholly owned subsidiary of QXO\n(the “Issuer” or the “Borrower”), certain of the Issuer’s and TopBuild’s subsidiaries (the\n“Other Subsidiary Guarantors” and, together with TopBuild, the “Subsidiary Guarantors”) and Wilmington Trust, National Association (the\n“Trustee”) entered into the Supplemental Indenture No. 1 to the Indenture, dated as of June 17, 2026, among\nthe Issuer, the subsidiary guarantors party thereto from time to time and the Trustee (the “QXO Unsecured Notes\nIndenture”), governing $1,500.0 million of the Issuer’s 6.500% Senior Notes due 2031 (the “QXO 2031 Notes”)\nand $1,500.0 million of the Issuer’s 6.875% Senior Notes due 2034 (the “QXO 2034 Notes” and, together with the QXO\n2031 Notes, the “QXO Unsecured Notes”), pursuant to which TopBuild and the Other Subsidiary Guarantors guaranteed the\nIssuer’s obligations under the QXO Unsecured Notes and the QXO Unsecured Notes Indenture.\n\n \n\nOn July 1, 2026, upon\nconsummation of the Merger, TopBuild, the Issuer, certain of TopBuild’s subsidiaries (the “TopBuild Subsidiary Guarantors”)\nand the Trustee entered into the Supplemental Indenture No. 3 to the Indenture, dated as of April 29, 2025, among the Issuer,\nthe subsidiary guarantors party thereto from time to time and the Trustee (the “QXO Secured Notes Indenture”), governing the\nIssuer’s 6.75% Senior Secured Notes due 2032 with an initial aggregate principal amount of $2.25 billion (the “QXO Secured\nNotes”), pursuant to which TopBuild and the TopBuild Subsidiary Guarantors guaranteed the Issuer’s obligations under the QXO\nSecured Notes and the QXO Secured Notes Indenture (the “QXO Secured Notes Obligations”).\n\n \n\nThe QXO Secured Notes\nObligations are secured by first-priority liens on substantially all of the Issuer’s and the Subsidiary Guarantors’\n(including TopBuild’s and the TopBuild Subsidiary Guarantors’) material owned assets other than the ABL Priority\nCollateral (as defined below) (the “Notes Priority Collateral”) and by second-priority liens on substantially all of the\nIssuer’s and the Subsidiary Guarantors’ (including TopBuild’s and the TopBuild Subsidiary Guarantors’)\ninventory, receivables and related assets (the “ABL Priority Collateral”), in each case subject to certain exceptions\nand permitted liens. The QXO Unsecured Notes Indenture and the QXO Secured Notes Indenture include restrictive covenants, events of\ndefault and other provisions that are customary for obligations of this type.\n\n \n\n*QXO Term Loan Facility*\n\n \n\nOn July 1, 2026, upon\nconsummation of the Merger, TopBuild and the TopBuild Subsidiary Guarantors entered into that certain Incremental Assumption and Amendment\nAgreement No. 2 (the “QXO Term Loan Amendment”), by and among Queen Holdco, LLC, a Delaware limited liability company\n(“Holdings”), the Borrower, the subsidiaries of the Borrower party thereto, the lenders party thereto and Goldman Sachs Bank\nUSA, as administrative agent, pursuant to which, among other things, the Borrower incurred additional senior secured financing consisting\nof an incremental term loan facility (the “QXO Incremental Term Loan Facility”) in an aggregate principal amount of $3.0 billion.\nThe QXO Term Loan Amendment amends that certain Term Loan Credit Agreement, dated as of April 29, 2025 (as amended, restated, supplemented\nor otherwise modified from time to time prior to the Mergers, and as further amended by the Term Loan Amendment, the “QXO Term Loan\nCredit Agreement”), by and among Holdings, the Borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative\nagent, which provided for senior secured financing consisting of a term loan facility (the “QXO Existing Term Loan Facility”\nand, together with the QXO Incremental Term Loan Facility, the “QXO Term Loan Facilities”) in an aggregate principal amount\nof $2.25 billion. All obligations under the QXO Term Loan Facilities are unconditionally guaranteed by TopBuild and each TopBuild Subsidiary\nGuarantor and secured by first-priority liens on Notes Priority Collateral and second-priority liens on ABL Priority Collateral, in each\ncase subject to certain exceptions and permitted liens.\n\n \n\nThe QXO Term Loan Credit Agreement\nincludes restrictive covenants, events of default and other provisions that are customary for obligations of this type.\n\n \n\n1\n\n \n\n \n\n*QXO ABL Facility*\n\n \n\nOn July 1, 2026, upon\nconsummation of the Merger, TopBuild and the TopBuild Subsidiary Guarantors entered into that certain Supplement No. 2 to Guarantee\nAgreement (ABL), dated as of July 1, 2026, pursuant to which TopBuild and each TopBuild Subsidiary Guarantor agreed to guarantee\nthe obligations under that certain Asset-Based Revolving Credit Agreement, dated as of April 29, 2025 (as amended, restated, supplemented\nor otherwise modified from time to time, the “QXO ABL Credit Agreement”), by and among Holdings, the Borrower, the subsidiary\nborrowers party there, the lenders party thereto and Citibank, N.A., as administrative agent, which provides for an asset-based revolving\ncredit facility (the “QXO ABL Facility”), with an aggregate borrowing availability equal to the lesser of $2,000 million and\nthe borrowing base. All obligations under the QXO ABL Facility are secured by first-priority liens on ABL Priority Collateral and second-priority\nliens on Notes Priority Collateral, in each case subject to certain exceptions and permitted liens. The QXO ABL Credit Agreement includes\nrestrictive covenants, events of default and other provisions that are customary for obligations of this type."}