{"url_path":"/sec/qxo/8-k/2026-06-30/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-079101-index.html","accession_number":"0001104659-26-079101","cik":"0001236275","ticker":"QXO","issuer_name":"QXO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-079101-index.html","primary_entity_key":"0001236275","primary_entity_name":"QXO, Inc."},"word_count":973,"has_tables":true,"body_markdown":"**Item 8.01****Other Events.**\n\n** **\n\n*Tender Offers and Consent Solicitations*\n\n \n\nOn\nJune 30, 2026, QXO, Inc., a Delaware corporation (“QXO”), issued a press release announcing\nthe final results of the previously announced tender offers and consent solicitations (collectively, the “Tender Offers and Consent\nSolicitations”) by QXO’s wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation, for the (i) $500.0 million\naggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) $750.0 million aggregate\nprincipal amount of outstanding 5.625% Senior Notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Tender\nOffer Notes”) of TopBuild Corp. (“TopBuild”). The Tender Offers and Consent Solicitations expired at 5:00 p.m., New\nYork City time, on June 29, 2026 (the “Tender Offer Expiration Date”). No tenders submitted after the Tender Offer Expiration\nDate are valid.\n\n \n\nQXO\nannounced that $497,723,000 in aggregate principal amount of the 2032 Notes, equal to 99.54% of the outstanding amounts of such notes,\nand $748,093,000 in aggregate principal amount of the 2034 Notes, equal to 99.75% of the outstanding amounts of such notes, were validly\ntendered (and not validly withdrawn) as of the Tender Offer Expiration Date. \n\n \n\nSubject to the terms and conditions\nset forth in the Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026, Tender Offer Notes validly tendered at or prior\nto 5:00 p.m., New York City time, on June 11, 2026 (the “Early Tender Deadline”) (and not validly withdrawn at or prior to\n5:00 p.m., New York City time, on June 11, 2026) were accepted for purchase at a price of $1,011.25 per $1,000 of principal amount of\nsuch Tender Offer Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Tender Offer Notes up\nto, but not including, the settlement date (the “Tender Offer Settlement Date”), which is expected to be July 1, 2026. Tender\nOffer Notes validly tendered (and not validly withdrawn) after the Early Tender Deadline but at or prior to the Tender Offer Expiration\nDate were accepted for purchase at a price of $961.25 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 Tender Offer Settlement\nDate.\n\n \n\nA\ncopy of the press release announcing the final 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* *\n\n*TopBuild Stockholder Election Results*\n\n* *\n\nOn June 30, 2026, QXO and TopBuild issued a joint\npress release announcing the results of the election by TopBuild stockholders regarding the form of merger consideration they wish to\nreceive in connection with QXO’s acquisition of TopBuild.\n\n \n\nA copy of the joint press release announcing the\nTopBuild stockholder election results is attached as Exhibit 99.2 hereto and is incorporated herein by reference.\n\n \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; (iii) the effect of the pendency of the proposed acquisition on each of QXO’s and TopBuild’s business relationships\nwith employees, customers, or suppliers, or on operating results or the businesses generally; (iv) the occurrence of any event, change\nor other circumstance or condition that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances\nthat require the payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than\nanticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential\nlitigation and/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed\nacquisition may not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative, regulatory, economic,\ncompetitive or technological changes; (ix) QXO’s ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties\nregarding general 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 each\ncompany’s Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent Quarterly Reports on Form 10-Q. 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."}