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): June 12, 2026

QXO, INC.

(Exact name of registrant as specified in its charter)

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:

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

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. ☐

Tender Offers and Consent Solicitations

On June 12, 2026, QXO, Inc., a Delaware corporation (the “Company” or “QXO”), issued a press release announcing the early tender results of the previously announced tender offers and consent solicitations (collectively, the “Tender Offers and Consent Solicitations”) by the Company’s wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation (the “Offeror”), for the (i) $500.0 million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) $750.0 million aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Tender Offer Notes”) of TopBuild Corp. (“TopBuild”). The Tender Offers and Consent Solicitations are being conducted in connection with the Company’s pending acquisition of TopBuild (the “TopBuild Acquisition”).

The Company announced that $497,723,000 in aggregate principal amount of the 2032 Notes, equal to 99.54% of the outstanding amounts of such notes, and $747,893,000 in aggregate principal amount of the 2034 Notes, equal to 99.72% of the outstanding amounts of such notes, were validly tendered prior to 5:00 p.m., New York City time, on June 11, 2026 (the “Early Tender Deadline”) and not validly withdrawn prior to 5:00 p.m., New York City time, on June 11, 2026 (the “Withdrawal Deadline”). Subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026 (the “Offer to Purchase”), Tender Offer Notes validly tendered prior to the Early Tender Deadline and not validly withdrawn prior to the Withdrawal Deadline will be accepted for purchase at a price of $1,011.25 per $1,000 of principal amount of the Tender Offer Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Tender Offer Notes up to, but not including, the Settlement Date, as such term is defined in the Offer to Purchase.

Because the Offeror received consents in respect of a majority of the aggregate principal amount of each series of outstanding Tender Offer Notes (the “Requisite Consents”), TopBuild and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), executed and delivered a supplemental indenture to the 2032 Notes Indenture (as such term is defined in the Offer to Purchase) (the “2032 Supplemental Indenture”) and a supplemental indenture to the 2034 Notes Indenture (as such term is defined in the Offer to Purchase) (the “2034 Supplemental Indenture” and, together with the 2032 Supplemental Indenture, the “Tender Offer Supplemental Indentures”), (i) eliminating the requirement to make a “Change of Control Offer” for the related 2032 Notes and 2034 Notes in connection with the TopBuild Acquisition and future transactions, (ii) eliminating substantially all of the restrictive covenants in the applicable Indenture and the 2032 Notes and 2034 Notes, (iii) eliminating certain conditions to legal defeasance and covenant defeasance in the applicable Indenture and the 2032 Notes and 2034 Notes and (iv) eliminating all events of default other than events of default relating to the failure to pay principal of and interest on the 2032 Notes and 2034 Notes (collectively, the “Proposed Amendments”). Each Tender Offer Supplemental Indenture became effective upon execution, but provides that the applicable Proposed Amendments will not become operative until the Offeror accepts for purchase the Tender Offer Notes satisfying the Requisite Consents in the Tender Offers and Consent Solicitations.

The Tender Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on June 29, 2026, unless extended or earlier terminated by the Offeror (the “Expiration Date”). The Offeror anticipates extending the Expiration Date until such time that the TopBuild Acquisition may be consummated substantially concurrently with the Settlement Date.

A copy of the press release announcing the early tender results of the Tender Offers and Consent Solicitations is attached hereto as Exhibit 99.1, and is incorporated by reference into this Item 8.01.

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 TopBuild Acquisition 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/A filed by QXO with the SEC on May 29, 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.

(d) Exhibits

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: June 12, 2026

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

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XBRL DEFINITION FILE

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