QXO, Inc. 8-K

What Happened

• On February 10, 2026 QXO, Inc. entered into an Agreement and Plan of Merger to combine Merger Sub with Kodiak Building Partners Inc., with Kodiak to become an indirect, wholly owned subsidiary of QXO at closing. The merger consideration at the Effective Time is $2,000,000,000 in cash plus 13,157,895 shares of QXO common stock. QXO has the right to repurchase those Consideration Shares at $40 per share after issuance.
• The agreement was unanimously approved by QXO’s board and includes customary representations, covenants and closing conditions. A joint press release about the transaction was furnished on February 11, 2026 (Exhibit 99.1).

Key Details

• Cash + stock consideration: $2,000,000,000 cash plus 13,157,895 QXO common shares.
• Share repurchase right: QXO may repurchase the Consideration Shares for $40 per share after issuance.
• Closing conditions include HSR clearance, delivery of a 2025 audit for Kodiak, majority Kodiak shareholder approval (written consent sought within 24 hours of the agreement), no more than 3% dissenting shares, and no material adverse effect; deal terminates if not closed by May 1, 2026.
• Treatment of Kodiak equity awards: vested in‑the‑money options will be cashed out for an amount equal to the Per Share Merger Consideration minus the exercise price; out‑of‑the‑money and unvested options are canceled without consideration.
• Certain Kodiak employees will reinvest part of their after‑tax proceeds into QXO stock (Rollover Agreements) with up to a two‑year lock‑up. QXO agreed to use reasonable best efforts to register the Consideration Shares for resale.

Why It Matters

• The transaction is a material acquisition: it requires shareholder approval and regulatory clearance and is not yet final. If completed, QXO will pay $2.0B in cash and issue 13.16M shares, which will affect QXO’s cash position and increase shares outstanding (dilution).
• The $40 repurchase right and cash consideration create potential post‑closing cash obligations and share‑count/timing considerations investors should watch. Option cash‑outs will affect Kodiak option holders and remove some outstanding Kodiak equity.
• Important next milestones for investors: Kodiak shareholder consent, HSR clearance, delivery of the 2025 audit, and closing by May 1, 2026 (or the agreement may be terminated). The detailed Merger Agreement is filed as Exhibit 2.1 to the 8‑K; representations in that agreement are contractual and may be qualified by disclosures in the agreement.