UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 292, 2026

QXO, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38063	16-1633636
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Five American Lane
Greenwich, Connecticut
(Address of principal executive offices)

06831
(Zip Code)

Registrant’s telephone number, including area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.00001 per share	QXO	New York Stock Exchange
Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share	QXO.PRB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

~~Tender~~On June 2, 2026, QXO, Inc. (“QXO”) ~~Offers~~announced a proposed private offering of $1,500.0 million Senior Notes due 2031 (the “2031 Notes”) and ~~Consent~~$1,500.0 ~~Solicitations~~million Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) by QXO Building Products, Inc., its wholly owned subsidiary, to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act, subject to market and other conditions. A copy of the press release announcing the offering of the Notes is furnished as Exhibit 99.1 hereto.

OnThis ~~May~~Current ~~29,~~Report ~~2026,~~on ~~QXO,~~Form ~~Inc.,~~8-K ~~a Delaware~~does ~~corporation~~not ~~(the “Company” or “QXO”), issued a press release announcing that its wholly-owned~~constitute ~~subsidiary,~~an ~~Titanium~~offer ~~MergerCo, Inc., a Delaware corporation (the “Offeror”), has commenced tender offers~~ to ~~purchase for~~sell ~~cash~~or ~~any~~a ~~and~~solicitation ~~all~~ of ~~TopBuild~~an ~~Corp.’s~~offer (“TopBuild”) $500.0 million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “2032 Notes”) and any and all of TopBuild’s $750.0 million aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the “2034 Notes”) and solicitations of consents to ~~amend~~buy ~~certain provisions of~~ the ~~indentures governing the 2032~~ Notes, ~~and~~nor ~~2034~~shall ~~Notes~~there ~~(the~~be ~~“Tender~~any ~~Offer~~offer, ~~Proposed~~solicitation ~~Amendments”)~~or tosale ~~(i) eliminate the requirement to make a “Change~~ of ~~Control Offer” for~~ the ~~related 2032~~ Notes ~~and 2034 Notes~~ in ~~connection with~~any ~~the~~state ~~Company’s~~or ~~acquisition~~other ofjurisdiction ~~TopBuild~~in ~~and~~which ~~future~~such ~~transactions~~offer, ~~(ii)~~solicitation ~~eliminate~~or ~~substantially~~sale ~~all~~would ofbe ~~the~~unlawful ~~restrictive~~prior ~~covenants in the applicable Indenture and the 2032 Notes and 2034 Notes, (iii) eliminate certain conditions~~ to ~~legal defeasance and covenant defeasance in~~ the ~~applicable~~registration ~~Indenture~~or ~~and~~qualification ~~the 2032 Notes and 2034 Notes and (iv) eliminate all events of default other than events of default relating~~under to the ~~failure~~securities tolaws ~~pay principal~~ of ~~and~~any ~~interest~~such onstate ~~the~~or ~~2032~~other ~~Notes and 2034 Notes (collectively, the “Tender Offers”)~~jurisdiction. The terms and conditions of the Tender Offers are described in the Offeror’s Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026 (the “Offer to Purchase”). Capitalized terms used but not defined herein have the meanings assigned to them in the Offer to Purchase.

~~The~~In ~~consummation~~connection ofwith the ~~Tender~~ ~~Offers~~offering ~~for~~of the ~~2032~~ Notes ~~and 2034 Notes are subject to~~, QXO ~~and~~is ~~conditioned~~disclosing ~~upon, the satisfaction or waiver of~~ certain ~~conditions described~~information ~~in the Offer~~ to ~~Purchase,~~prospective ~~including,~~investors ~~among other things, the substantially concurrent consummation of the acquisition of TopBuild on terms and conditions set forth~~ in ~~the~~a ~~Agreement~~preliminary ~~and~~offering ~~Plan~~memorandum ~~of Merger,~~ dated asJune ~~of April 18~~2, 2026, ~~(as~~excerpts itof ~~may be amended from time to time,~~which ~~the~~are ~~“Merger~~furnished ~~Agreement”),~~as byExhibit ~~and among the Company, the Offeror, Titanium MergerCo~~ 99.2, ~~LLC and TopBuild~~hereto.

AThe ~~copy~~information furnished in Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the ~~press~~Securities ~~release~~Exchange Act of 1934, ~~relating~~as toamended (the ~~Tender~~“Exchange ~~Offers~~Act”), isor ~~attached~~otherwise ~~hereto~~subject asto ~~Exhibit~~the ~~99.1,~~liabilities of that Section and isshall ~~incorporated~~not be deemed to be incorporated by reference into ~~this~~any ~~Item~~filing 8of QXO under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.~~01.~~

Forward-Looking Statements

This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition, including the risk that the required shareholder approvals may not be obtained; (iii) the effect of the pendency of the proposed acquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers, or on operating results or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive or technological changes; (ix) QXO’s ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties set forth in QXO’s and TopBuild’s filings with the Securities and Exchange Commission (the “SEC”), including each company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, and a Registration Statement on Form S-4 filed by QXO with the SEC on May 18, 2026 in connection with the proposed transaction. Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. Neither QXO nor TopBuild undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press ~~release~~Release, dated ~~May~~June 292, 2026~~, announcing the Tender Offers~~.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.2		Excerpts from preliminary offering memorandum.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated~~Date: ~~May~~June 292, 2026

QXO, INC.


By:	/s/ Christopher Signorello
	Name:	Christopher Signorello
	Title:	Chief Legal Officer

Filing Compare · QXO, Inc.