{"url_path":"/sec/qxo/8-k/2026-07-01/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 ****Completion of Acquisition or Disposition of Assets.**","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":428,"has_tables":true,"body_markdown":"**Item 2.01****Completion of Acquisition or Disposition of Assets.**\n\n \n\nOn July 1, 2026, QXO completed the previously announced\nacquisition of TopBuild (the “TopBuild Acquisition”), pursuant to the Merger Agreement.\n\n \n\nOn July 1, 2026, pursuant to the terms of the\nMerger Agreement, Titanium Merger Sub merged with and into TopBuild (the “Titanium Merger”), with TopBuild surviving\nthe Titanium Merger as a wholly owned subsidiary of QXO and immediately thereafter, TopBuild merged with and into Forward Merger Sub\n(the “Forward Merger” and, together with the Titanium Merger, the “Merger”), with Forward Merger\nSub surviving the Forward Merger as a wholly owned subsidiary of QXO. At the effective time of the Titanium Merger, by virtue of the\nTitanium Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of TopBuild\n(“TopBuild Shares”) issued and outstanding immediately prior thereto (other than certain excluded shares, cancelled\nshares and dissenting shares) was converted into the right to receive, at the election of the holder and subject to proration as described\nin the Merger Agreement, one of the following forms of merger consideration: (i) an amount in cash equal to $505.00 per TopBuild\nShare (the “Cash Consideration”) or (ii) 20.200 shares of QXO common stock, par value $0.00001 per share (“QXO\nShares”), per TopBuild Share (the “Stock Consideration”). TopBuild Shares in respect of which no cash election\nor stock election was validly made were treated as having elected to receive the Stock Consideration in accordance with the terms of\nthe Merger Agreement.\n\n \n\nTopBuild stockholders of record of\napproximately 91.0% of the outstanding shares of TopBuild common stock elected to receive the Cash Consideration and, in accordance with\nthe proration procedures in the Merger Agreement, all of such outstanding shares of TopBuild common stock were converted into the\nright to receive approximately 249.67 in cash and 10.212 shares of QXO common stock per share of TopBuild common stock, subject to final calculation by the exchange agent.\n\n \n\nIn connection with the Merger, QXO issued approximately\n312.5 million QXO Shares to former holders of TopBuild Shares and paid aggregate cash consideration of approximately $6.4 billion.\n\n \n\nThe foregoing descriptions of the TopBuild Acquisition,\nthe Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are qualified in their entirety by the full text\nof the Merger Agreement, a copy of which was filed as Exhibit 2.1 to QXO’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April\n20, 2026, and is incorporated by reference herein."}