{"url_path":"/sec/qxo/8-k/2026-06-04/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-070538-index.html","accession_number":"0001104659-26-070538","cik":"0001236275","ticker":"QXO","issuer_name":"QXO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-070538-index.html","primary_entity_key":"0001236275","primary_entity_name":"QXO, Inc."},"word_count":1290,"has_tables":true,"body_markdown":"**Item 8.01****Other Events.**\n\n \n\nOn June 4, 2026, QXO, Inc. (“QXO”) and TopBuild Corp. (“TopBuild”)\nissued a joint press release (the “Joint Press Release”) announcing that the deadline for TopBuild stockholders of record\nto elect the form of consideration that they wish to receive in connection with the acquisition of TopBuild by QXO is 5:00 p.m., Eastern\nTime on June 29, 2026.\n\n \n\nA copy of the Joint Press Release is attached as Exhibit 99.1 hereto\nand is incorporated herein by reference.\n\n \n\n**Cautionary Statement Regarding Forward-Looking Information**\n\n \n\nThis communication contains forward-looking statements. Statements\nthat are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing\nof the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial\nposition, total addressable market, positions in building product verticals and results of operations, are forward-looking statements.\nThese statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not\nplace undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such\nas “may,” “will,” “should,” “expect,” “opportunity,” “intend,”\n“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”\n“target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking\nstatements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results\nto differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially\nfrom those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the\nanticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed\nacquisition, including the risk that the required stockholder approvals may not be obtained; (iii) the effect of the pendency of the proposed\nacquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers, or on operating\nresults or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise\nto the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v)\nthe possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected\nfactors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to\nthe proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take\nlonger to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive or technological changes; (ix) QXO’s\nability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, market sector, competitive,\nlegal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties set forth in QXO’s and TopBuild’s\nfilings with the Securities and Exchange Commission (the “SEC”), including each company’s Annual Report on Form 10-K\nfor the year ended December 31, 2025 and any subsequent Quarterly Reports on Form 10-Q. Forward-looking statements should not be relied\non as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein\nspeak only as of the date each statement is made. Neither QXO nor TopBuild undertakes any obligation to update any of these statements\nin light of new information or future events, except to the extent required by applicable law.\n\n \n\n \n\n \n\n \n\n**Important Information for Investors and Stockholders**\n\n** **\n\nIn connection with the proposed acquisition,\nQXO has filed a registration statement on Form S-4 (File No. 333-295973) with the SEC containing a prospectus of QXO that also\nconstitutes a joint proxy statement of each of QXO and TopBuild. The registration statement, as amended, was declared effective by\nthe SEC on May 29, 2026. Each of QXO and TopBuild commenced mailing copies of the definitive joint proxy statement/prospectus to\nstockholders of QXO and TopBuild, respectively, on or about May 29, 2026. QXO and TopBuild may also file other documents with the\nSEC regarding the proposed acquisition. This communication is not a substitute for the joint proxy statement/prospectus or\nregistration statement or for any other document that QXO or TopBuild has filed or may file with the SEC in connection with the\nproposed acquisition. INVESTORS AND SECURITY HOLDERS OF QXO AND TOPBUILD ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND\nOTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY\nAND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are\nable to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by QXO or TopBuild through\nthe website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by QXO are available free of\ncharge on QXO’s website at https://investors.qxo.com and copies of the documents filed with the SEC by TopBuild are available\nfree of charge on TopBuild’s website at https://www.topbuild.com/investors. Additionally, copies may be obtained by contacting\nthe investor relations departments of QXO or TopBuild.\n\n \n\n**No Offer or Solicitation**\n\n** **\n\nThis communication does not constitute an offer to sell or the solicitation\nof an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction\nin which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\njurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities\nAct of 1933, as amended.\n\n \n\n**Participants in the Solicitation**\n\n \n\nQXO and certain of its directors and executive officers may be deemed\nto be participants in the solicitation of proxies from QXO’s stockholders in connection with the proposed acquisition. Information\nregarding QXO’s directors and its executive officers, including a description of their direct or indirect interests, by security\nholdings or otherwise, can be found under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Executive\nCompensation,” and “Director Compensation” contained in QXO’s definitive proxy statement on Schedule 14A for QXO’s\n2026 annual meeting of stockholders, which was filed with the SEC on March 24, 2026. To the extent holdings of QXO’s securities\nby its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement,\nsuch changes will be reflected on Statements of Beneficial Ownership on Form 4 filed with the SEC.\n\n \n\nTopBuild and certain of its directors and executive officers may be\ndeemed to be participants in the solicitation of proxies from TopBuild’s stockholders in connection with the proposed acquisition.\nInformation regarding TopBuild’s directors and its executive officers, including a description of their direct or indirect interests,\nby security holdings or otherwise, can be found under the captions “Common Stock Ownership of Officers, Directors and Significant\nShareholders,” “Compensation Committee Report,” and “Director Compensation” contained in TopBuild’s\ndefinitive proxy statement on Schedule 14A for TopBuild’s 2026 annual meeting of stockholders, which was filed with the SEC on March\n17, 2026. To the extent holdings of TopBuild’s securities by its directors or executive officers have changed since the applicable\n“as of” date described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial Ownership on\nForm 4 filed with the SEC.\n\n \n\n \n\n \n\n \n\nThe information regarding the interests of such participants in the\nsolicitation of proxies in respect of the proposed acquisition is included in the registration statement and joint proxy statement/prospectus\nand may also be included in other relevant materials filed with the SEC."}