{"url_path":"/sec/qxo/8-k/2026-07-01/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","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":399,"has_tables":true,"body_markdown":"**Item 8.01****Other Events.**\n\n \n\nOn July 1, 2026, in connection\nwith the consummation of the TopBuild Acquisition, the Issuer, as issuer, Wilmington Trust, National Association, as trustee, Forward\nMerger Sub and certain of its subsidiaries (the “TopBuild Guarantors”) and certain of the Issuer’s subsidiaries\n(the “QXO Guarantors” and, together with the TopBuild Guarantors, the “Subsidiary Guarantors”)\nentered into a supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of June 17, 2026,\nbetween the Issuer and Wilmington Trust, National Association, as trustee (the “Indenture”), governing the Issuer’s\npreviously issued $1,500.0 million aggregate principal amount of 6.500% Senior Notes due 2031 (the “2031 Notes”) and\n$1,500.0 million aggregate principal amount of 6.875% Senior Notes due 2034 (the “2034 Notes” and, together with the\n2031 Notes, the “Notes”). Pursuant to the Supplemental Indenture, the Subsidiary Guarantors agreed to guarantee the\nIssuer’s obligations as issuer under the Indenture and the Notes. The description of the terms of the Indenture and the Notes is\nincorporated herein by reference to QXO’s Current Report on Form 8-K, filed with the SEC on June 17, 2026.\n\n \n\nThe foregoing description\nof the Supplemental Indenture is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 to\nthis Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nOn July 1, 2026, the gross\nproceeds of the Notes offering were released from the segregated escrow account and used to fund a portion of the transactions contemplated\nby the Merger Agreement and to pay related fees and expenses.\n\n \n\nOn July 1, 2026, upon\nconsummation of the Merger and in connection with the tender offers and consent solicitations (collectively, the “Tender Offers”)\nwith respect to TopBuild’s 4.125% Senior Notes due 2032 (the “TopBuild 2032 Notes”) and 5.625% Senior Notes\ndue 2034 (the “TopBuild 2034 Notes”) previously announced by QXO as further detailed in Titanium Merger Sub’s\nOffer to Purchase and Consent Solicitation Statement, dated May 29, 2026, Titanium Merger Sub purchased all of the TopBuild 2032 Notes\nand TopBuild 2034 Notes that were validly tendered and not validly withdrawn pursuant to the Tender Offers. All TopBuild 2032 Notes and\nTopBuild 2034 Notes that remained outstanding immediately after consummation of the Tender Offers were redeemed on July 1, 2026 by TopBuild\nat a redemption price equal to 101.125% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption\ndate.\n\n \n\n4"}