QXO, Inc. 8-K

What Happened
QXO, Inc. and TopBuild Corp. issued a joint press release on June 4, 2026 announcing that TopBuild stockholders of record must elect their form of consideration for QXO’s proposed acquisition of TopBuild by 5:00 p.m., Eastern Time on June 29, 2026. The press release (attached as Exhibit 99.1) reiterates that the parties have filed a registration statement on Form S-4 (File No. 333-295973) that was declared effective by the SEC on May 29, 2026, and that the definitive joint proxy statement/prospectus began being mailed to stockholders on or about May 29, 2026. The release also contains customary forward-looking statements and related risk disclosures.

Key Details

• Deadline to elect form of consideration: June 29, 2026 at 5:00 p.m. Eastern Time.
• Registration statement: Form S-4 (File No. 333-295973) declared effective by the SEC on May 29, 2026.
• Definitive joint proxy statement/prospectus mailed to QXO and TopBuild stockholders on or about May 29, 2026.
• The press release includes forward‑looking statements and lists material risks (e.g., closing conditions, shareholder approvals, financing, regulatory or litigation risks).

Why It Matters
This notice sets the deadline for TopBuild stockholders to choose how they will be paid if the acquisition closes — a concrete, actionable date for investors who need to make an election. The filing confirms that the S-4/proxy materials are final and have been distributed, so stockholders should review the joint proxy statement/prospectus for details on election options, voting instructions, and risks. Investors can obtain the full documents free at the SEC website (sec.gov) or on QXO’s and TopBuild’s investor sites and should read them carefully before making any election or voting decision.