{"url_path":"/sec/qxo/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/1236275/0001104659-26-079864-index.html","accession_number":"0001104659-26-079864","cik":"0001236275","ticker":"QXO","issuer_name":"QXO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-079864-index.html","primary_entity_key":"0001236275","primary_entity_name":"QXO, Inc."},"word_count":604,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\n**Term Loan Facility Amendment**\n\n \n\n*General*\n\n \n\nOn July 1, 2026, upon the consummation of the\nTopBuild Acquisition (as defined below), QXO Building Products, Inc., a Delaware corporation (the “Borrower” or the\n“Issuer”), entered into that certain Incremental Assumption and Amendment Agreement No. 2 (the “Term Loan\nAmendment”), by and among the Borrower, Queen HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary\nof QXO (“Holdings”), the Subsidiary Guarantors (as defined below), the lenders party thereto and the Goldman Sachs\nBank USA, as administrative agent (in such capacity, the “Administrative Agent”), which amended that certain Term Loan\nCredit Agreement, dated as of April 29, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Term\nLoan Credit Agreement”), by and among the Borrower, Holdings, the lenders party thereto and the Administrative Agent, which\ncredit agreement originally provided for senior secured financing consisting of a term loan facility (the “Existing Term Loan\nFacility”). Pursuant to the Term Loan Amendment, among other things, the Borrower incurred additional senior secured financing\nconsisting of an incremental term loan facility (the “Incremental Term Loan Facility”) in an aggregate principal amount\nof $3.0 billion.\n\n \n\nThe Borrower borrowed the entire $3.0 billion and\nused the borrowings under the Incremental Term Loan Facility, together with the proceeds from the Borrower’s previously announced\nNotes offering, proceeds from the issuance of 100,000 shares of Series C Preferred Stock (as defined below) and available balance sheet\ncash to fund the transactions contemplated by the Merger Agreement and to pay related fees and expenses.\n\n \n\nThe Incremental Term Loan Facility will mature\non July 1, 2033.\n\n \n\n*Interest Rates and Fees*\n\n \n\nBorrowings under the Incremental Term Loan Facility\nbear interest at a rate equal to, at the Borrower’s option, either (a) a Term SOFR determined by reference to the secured overnight\nfinancing rate published by an administrator therefor, which rate shall not be subject to a floor, or (b) a base rate determined\nby reference to the highest of (i) the federal funds rate plus 0.50% per annum, (ii) the prime rate of Goldman Sachs Bank USA\nand (iii) the sum of one-month Term SOFR plus 1.00% per annum, plus, for each of Term SOFR and the base rate, an applicable margin\nset forth in the Term Loan Credit Agreement.\n\n \n\n*Amortization and Prepayments*\n\n \n\nThe Incremental Term Loan Facility requires scheduled\nquarterly amortization payments in an annual amount equal to 1.0% of the original principal amount of the term loans borrowed on the effective\ntime of the Titanium Merger, with the balance to be paid at maturity.\n\n \n\nThe Borrower can make voluntary prepayments of\nterm loans under the Incremental Term Loan Facility at any time without penalty, except in connection with a repricing event as described\nbelow, subject to customary breakage costs.\n\n \n\n1\n\n \n\n \n\nIn respect of the Incremental Term Loan Facility,\nany refinancing through the issuance of certain debt or any repricing amendment, in either case, that constitutes a “repricing event”\napplicable to the term loans resulting in a lower yield occurring at any time during the first six months after the closing date of the\nIncremental Term Loan Facility will be accompanied by a 1.00% prepayment premium or fee, as applicable.\n\n \n\nThe terms, conditions\nand covenants applicable to the Incremental Term Loan Facility are otherwise consistent with the terms, conditions and covenants applicable\nto the Existing Term Loan Facility.\n\n \n\nThe foregoing description\nof the Term Loan Amendment is qualified in its entirety by reference to the Term Loan Amendment, which is filed as Exhibit 10.1 to this\nCurrent Report on Form 8-K and incorporated herein by reference."}