{"url_path":"/sec/qxo/8-k/2026-06-17/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":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1236275/0000950142-26-001816-index.html","accession_number":"0000950142-26-001816","cik":"0001236275","ticker":"QXO","issuer_name":"QXO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1236275/0000950142-26-001816-index.html","primary_entity_key":"0001236275","primary_entity_name":"QXO, Inc."},"word_count":1084,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n**General**\n\nOn June 17, 2026, QXO Building Products, Inc.\n(the “Issuer”), a wholly owned subsidiary of QXO, Inc. (“QXO”), completed the previously announced sale of $1,500.0\nmillion of the Issuer’s 6.500% Senior Notes due 2031 (the “2031 Notes”) and $1,500.0 million of the Issuer’s 6.875%\nSenior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) in a private offering\n(the “Offering”) exempt from the registration requirements of the Securities Act of 1933, as amended. The Offering was conducted\nin connection with the financing of the Company’s previously announced proposed acquisition (the “TopBuild Acquisition”)\nof TopBuild Corp.\n\nAt the closing of the Offering, the gross proceeds\nfrom the Offering (the “Proceeds”) were placed into a segregated escrow account (the “Escrow Account”) where they will\nbe held, together with certain other funds, securities, interest, dividends, distributions and other property and payments credited to\nthe Escrow Account for the benefit of the holders of the Notes (collectively, the “Escrowed Property”) pending the consummation of the\nTopBuild Acquisition or in connection with a Special Mandatory Redemption (as defined below), as applicable. The Notes were issued pursuant\nto an Indenture, dated as of June 17, 2026 (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as trustee\n(the “Trustee”). \n\n**Maturity and Interest Payments**\n\nThe 2031 Notes will mature on July 15, 2031.\nThe 2034 Notes will mature on July 15, 2034. Interest on the 2031 Notes accrues at 6.500% per annum and interest on the 2034 Notes accrues\nat 6.875% per annum, in each case payable semi-annually, in arrears, on January 15 and July 15 of each year, beginning January 15, 2027.\n\n**Security; Guarantees**\n\nThe Notes are senior obligations of the Issuer\nand, pending the consummation of the TopBuild Acquisition and release of the Escrowed Property, are secured by a first-priority lien on\nthe Escrowed Property and the Escrow Account. Upon consummation of the TopBuild Acquisition (the “Release Date”), the Notes will be fully and unconditionally\nguaranteed by each of the Issuer’s wholly-owned domestic restricted subsidiaries that guarantees the Issuer’s senior secured\nfirst lien term loan facility and senior secured notes. From and after the Release Date, the Notes and related guarantees will be unsecured\nobligations of the Issuer and the subsidiary guarantors.\n\n**Special Mandatory Redemption**\n\nIf the TopBuild Acquisition is not\nconsummated on or prior to January 31, 2027, or upon the occurrence of certain other events, the Escrowed Property will not be\nreleased to consummate the TopBuild Acquisition and related transactions, but instead will be released to the Trustee for the\npurpose of redeeming the Notes in accordance with the procedures set forth in the Indenture. The special mandatory redemption price\nwill be a price equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest to, but excluding, the\nspecial mandatory redemption date.\n\n**Optional Redemption**\n\nOn or after July 15, 2028, the Issuer may redeem\nthe 2031 Notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture.\nIn addition, prior to July 15, 2028, the Issuer may redeem the 2031 Notes at its option, in whole at any time or in part from time to\ntime, at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed, plus a “make-whole” premium\nand accrued and unpaid interest, if any.\n\n \n\n   \n\n \n\n \n\nNotwithstanding the foregoing, at any time and\nfrom time to time prior to July 15, 2028, the Issuer may redeem in the aggregate up to 50% of the original aggregate principal amount\nof the 2031 Notes (calculated after giving effect to any issuance of additional 2031 Notes) in an aggregate amount not to exceed the amount\nof net cash proceeds of one or more equity offerings at a redemption price equal to 106.500%, plus accrued and unpaid interest, if any,\nso long as at least 50% of the original aggregate principal amount of the 2031 Notes (calculated after giving effect to any issuance of\nadditional 2031 Notes) remains outstanding after each such redemption.\n\nOn or after July 15, 2029, the Issuer may redeem\nthe 2034 Notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture.\nIn addition, prior to July 15, 2029, the Issuer may redeem the 2034 Notes at its option, in whole at any time or in part from time to\ntime, at a redemption price equal to 100% of the principal amount of the 2034 Notes redeemed, plus a “make-whole” premium\nand accrued and unpaid interest, if any.\n\nNotwithstanding the foregoing, at any time and\nfrom time to time prior to July 15, 2029, the Issuer may redeem in the aggregate up to 50% of the original aggregate principal amount\nof the 2034 Notes (calculated after giving effect to any issuance of additional 2034 Notes) in an aggregate amount not to exceed the amount\nof net cash proceeds of one or more equity offerings at a redemption price equal to 106.875%, plus accrued and unpaid interest, if any,\nso long as at least 50% of the original aggregate principal amount of the 2034 Notes (calculated after giving effect to any issuance of\nadditional 2034 Notes) remains outstanding after each such redemption.\n\n**Certain Covenants**\n\nThe Indenture, among other things, limits the\nIssuer’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur additional debt, guarantee indebtedness\nor issue certain preferred shares; (ii) pay dividends on or make distributions in respect of, or repurchase or redeem, capital stock or\nmake other restricted payments; (iii) make loans or certain investments; (iv) sell certain assets; (v) create liens on certain assets;\n(vi) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; and (vii) enter into certain transactions\nwith affiliates.\n\nThese covenants are subject to a number of important\nqualifications and exceptions. Additionally, upon the occurrence of a Change of Control Repurchase Event (as defined in the Indenture),\nthe Issuer must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding,\nthe purchase date. The Indenture also provides for customary events of default.\n\nThe foregoing description of the Indenture is\nqualified in its entirety by reference to the Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated\nherein by reference."}