QXO, Inc. 8-K

What Happened
QXO, Inc. announced on June 30, 2026 the final results of tender offers and consent solicitations made by its wholly owned merger subsidiary, Titanium MergerCo, for TopBuild Corp.’s outstanding 4.125% Senior Notes due 2032 ($500.0M) and 5.625% Senior Notes due 2034 ($750.0M). The offers expired June 29, 2026 at 5:00 p.m. (New York City time). A very large majority of both series validly tendered: $497,723,000 (99.54%) of the 2032 Notes and $748,093,000 (99.75%) of the 2034 Notes. Settlement is expected on July 1, 2026.

Key Details

• Tender Offer Expiration Date: June 29, 2026 at 5:00 p.m. (NYC time). Early Tender Deadline: June 11, 2026 at 5:00 p.m.
• Accepted amounts: $497,723,000 of 2032 Notes (99.54%); $748,093,000 of 2034 Notes (99.75%).
• Purchase prices: Notes validly tendered at or before the Early Tender Deadline accepted at $1,011.25 per $1,000 principal plus accrued interest; notes tendered after the Early Tender Deadline but before expiration accepted at $961.25 per $1,000 plus accrued interest.
• Press release announcing final results was filed as Exhibit 99.1 with the 8‑K (dated June 30, 2026).

Why It Matters
For investors, these results mean nearly all of the targeted TopBuild 2032 and 2034 notes will be purchased and removed from outstanding debt upon settlement (expected July 1, 2026), at the prices stated. That materially reduces the outstanding principal of those two note series and will involve cash payments by Titanium MergerCo/QXO to noteholders per the offer terms. This is a significant step in the financing/transaction process involving QXO’s merger subsidiary and TopBuild, and it directly affects the debt positions of the parties involved.