{"url_path":"/sec/qxo/8-k/2026-06-12/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1236275/0000950142-26-001746-index.html","accession_number":"0000950142-26-001746","cik":"0001236275","ticker":"QXO","issuer_name":"QXO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1236275/0000950142-26-001746-index.html","primary_entity_key":"0001236275","primary_entity_name":"QXO, Inc."},"word_count":1160,"has_tables":true,"body_markdown":"**Item 8.01****Other Events.**\n\n**Tender Offers and Consent Solicitations**\n\nOn\nJune 12, 2026, QXO, Inc., a Delaware corporation (the “Company” or “QXO”),\nissued a press release announcing the early tender results of the previously announced tender offers and consent solicitations (collectively,\nthe “Tender Offers and Consent Solicitations”) by the Company’s wholly-owned\nsubsidiary, Titanium MergerCo, Inc., a Delaware corporation (the “Offeror”),\nfor the (i) $500.0 million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “2032\nNotes”) and (ii) $750.0 million aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the “2034\nNotes” and, together with the 2032 Notes, the “Tender Offer Notes”)\nof TopBuild Corp. (“TopBuild”). The Tender Offers and Consent Solicitations\nare being conducted in connection with the Company’s pending acquisition of TopBuild (the “TopBuild\nAcquisition”).\n\nThe Company announced that\n$497,723,000 in aggregate principal amount of the 2032 Notes, equal to 99.54% of the outstanding amounts of such notes, and $747,893,000\nin aggregate principal amount of the 2034 Notes, equal to 99.72% of the outstanding amounts of such notes, were validly tendered prior\nto 5:00 p.m., New York City time, on June 11, 2026 (the “Early Tender Deadline”)\nand not validly withdrawn prior to 5:00 p.m., New York City time, on June 11, 2026 (the “Withdrawal\nDeadline”). Subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated\nMay 29, 2026 (the “Offer to Purchase”), Tender Offer Notes validly tendered\nprior to the Early Tender Deadline and not validly withdrawn prior to the Withdrawal Deadline\nwill be accepted for purchase at a price of $1,011.25 per $1,000 of principal amount of the Tender Offer Notes, plus accrued and unpaid\ninterest from the last interest payment date on such purchased Tender Offer Notes up to, but not including, the Settlement Date, as such\nterm is defined in the Offer to Purchase.\n\nBecause\nthe Offeror received consents in respect of a majority of the aggregate principal amount of each series of outstanding Tender Offer Notes\n(the “Requisite Consents”), TopBuild and U.S. Bank Trust Company, National\nAssociation, as trustee (the “Trustee”), executed and delivered a supplemental\nindenture to the 2032 Notes Indenture (as such term is defined in the Offer to Purchase) (the “2032\nSupplemental Indenture”) and a supplemental indenture to the 2034 Notes Indenture (as such term is defined in the Offer to\nPurchase) (the “2034 Supplemental Indenture” and, together with the 2032 Supplemental\nIndenture, the “Tender Offer Supplemental Indentures”), (i) eliminating the\nrequirement to make a “Change of Control Offer” for the related 2032 Notes and 2034 Notes in connection with the TopBuild\nAcquisition and future transactions, (ii) eliminating substantially all of the restrictive covenants in the applicable Indenture and the\n2032 Notes and 2034 Notes, (iii) eliminating certain conditions to legal defeasance and covenant defeasance in the applicable Indenture\nand the 2032 Notes and 2034 Notes and (iv) eliminating all events of default other than events of default relating to the failure to pay\nprincipal of and interest on the 2032 Notes and 2034 Notes (collectively, the “Proposed\nAmendments”). Each Tender Offer Supplemental Indenture became effective upon execution, but provides that the applicable\nProposed Amendments will not become operative until the Offeror accepts for purchase the Tender Offer Notes satisfying the Requisite Consents\nin the Tender Offers and Consent Solicitations.\n\nThe\nTender Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on June 29, 2026, unless extended or earlier terminated\nby the Offeror (the “Expiration Date”). The Offeror anticipates extending\nthe Expiration Date until such time that the TopBuild Acquisition may be consummated substantially concurrently with the Settlement Date.\n\nA\ncopy of the press release announcing the early tender results of the Tender Offers and Consent Solicitations is attached hereto as Exhibit\n99.1, and is incorporated by reference into this Item 8.01.\n\n**Forward-Looking\nStatements**\n\nThis communication\ncontains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets\nor goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including\nsynergies, and expected future financial position, total addressable market, positions in building product verticals and results of operations,\nare forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements\nare made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the\nuse of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,”\n“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”\n“potential,” “target,” “goal,” or “continue,” or the negative of these terms or other\ncomparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important\nfactors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could\ncause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed TopBuild\nAcquisition may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions\nto the consummation of the proposed acquisition, including the risk that the required shareholder approvals may not be obtained; (iii)\nthe effect of the pendency of the proposed acquisition on each of QXO’s and TopBuild’s business relationships with employees,\ncustomers, or suppliers, or on operating results or the businesses generally; (iv) the occurrence of any event, change or other circumstance\nor condition that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances that require\nthe payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated,\nincluding as a result of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation\nand/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition\nmay not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive\nor technological changes; (ix) QXO’s ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding\ngeneral economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties\nset forth in QXO’s and TopBuild’s filings with the Securities and Exchange Commission (the “SEC”), including\neach company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, and\na Registration Statement on Form S-4/A filed by QXO with the SEC on May 29, 2026 in connection with the proposed transaction. Forward-looking\nstatements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results.\nForward-looking statements herein speak only as of the date each statement is made. Neither QXO nor TopBuild undertakes any obligation\nto update any of these statements in light of new information or future events, except to the extent required by applicable law."}