QXO, Inc.

QXO, Inc. announced a stockholder lawsuit challenging its merger with TopBuild Corp., alleging the board failed to disclose material information. Similar demand letters were also received. While denying the allegations, QXO and TopBuild are voluntarily supplementing the Joint Proxy Statement/Prospectus to prevent merger delays and litigation. The QXO Board reiterates its unanimous recommendation for stockholders to approve the merger proposals.

QXO, Inc. and TopBuild Corp. announced a joint press release setting the deadline for TopBuild stockholders to elect their preferred form of consideration in connection with QXO's acquisition of TopBuild. The deadline is 5:00 p.m. ET on June 29, 2026. Stockholders can choose between $505.00 in cash or 20.200 shares of QXO common stock per TopBuild share, subject to proration. Those who do not make an election will receive stock consideration.

QXO, Inc. announced that its subsidiary, QXO Building Products, Inc., has priced an offering of $1.5 billion of 6.500% Senior Notes due 2031 and $1.5 billion of 6.875% Senior Notes due 2034, both at par. The offering is expected to close on June 17, 2026. Proceeds will be used to fund the previously announced acquisition of TopBuild Corp., including the repayment of TopBuild's debt. If the offering closes before the acquisition, the notes will be secured by an escrow account.

QXO, Inc. announced that its wholly owned subsidiary, QXO Building Products, Inc., intends to offer $3.0 billion in Senior Notes due 2031 and 2034. The offering is subject to market conditions and will be made to qualified institutional buyers and certain non-U.S. persons. Proceeds are earmarked for funding the previously announced acquisition of TopBuild Corp., repaying TopBuild's debt, and covering associated fees and expenses. Initially, the notes will be secured by an escrow account until the TopBuild Acquisition closes, after which they will be guaranteed by certain subsidiaries before becoming unsecured obligations.

QXO, Inc., through its wholly-owned subsidiary Titanium MergerCo, Inc., has commenced cash tender offers for any and all of TopBuild Corp.'s outstanding $500.0 million 4.125% Senior Notes due 2032 and $750.0 million 5.625% Senior Notes due 2034. Concurrently, QXO is soliciting consents from noteholders to amend certain provisions of the indentures governing these notes. The proposed amendments aim to eliminate the requirement for a "Change of Control Offer," remove substantially all restrictive covenants, eliminate certain defeasance conditions, and remove most events of default. The completion of these tender offers and consent solicitations is contingent upon the substantially concurrent consummation of QXO's acquisition of TopBuild.

QXO, Inc. filed an 8-K to provide financial statements for Kodiak Building Partners Inc. and TopBuild Corp. in connection with its recent and planned acquisitions. The company completed the acquisition of Kodiak on April 1, 2026, for $2.0 billion in cash and 13.2 million QXO common shares. Additionally, QXO entered into an agreement on April 20, 2026, to acquire TopBuild for $505.00 cash or 20.200 QXO shares per TopBuild share. The filing includes audited and unaudited financial statements for both Kodiak and TopBuild, along with unaudited pro forma combined financial information for QXO and its acquired entities.

QXO, Inc. reported a net loss of $227.1 million on net sales of $1,730.2 million for the three months ended March 31, 2026, reflecting the impact of the Beacon Acquisition completed in April 2025. The company also announced the completion of its acquisition of Kodiak Building Partners for $2.25 billion on April 1, 2026, and entered into an agreement to acquire TopBuild Corp. for approximately $17.0 billion on April 18, 2026. These strategic moves are part of QXO's plan to become a tech-enabled leader in the building products distribution industry.

QXO, Inc. announced a definitive agreement to acquire TopBuild Corp. for approximately $17.0 billion in cash and stock, with the transaction expected to close in the third quarter of 2026. This follows the completion of the $2.25 billion acquisition of Kodiak Building Partners on April 1, 2026. For the first quarter of 2026, QXO reported net sales of $1.73 billion, a net loss of $(227.1) million, and an Adjusted Diluted Loss per Common Share of $(0.12). The company reiterated its long-term goal of achieving $50 billion in annual revenue within a decade.

QXO, Inc. released an investor Q&A detailing the strategic rationale and value creation plan for its pending acquisition of TopBuild Corp. The company emphasized that the acquisition is not primarily about cost-cutting but focuses on strategic and commercial upsides like cross-selling, procurement efficiency, and private label expansion, leveraging TopBuild's strong insulation presence and job site access. QXO aims for $50 billion in revenue and $5.5 billion in EBITDA by 2030, driven by organic growth and accretive M&A, with expected synergies of $300 million from the TopBuild combination by 2030. The Q&A also provided updates on the integration of Beacon and future technology rollouts.

QXO, Inc. filed a prospectus supplement on April 29, 2026, covering the resale of shares by certain selling stockholders. The filing includes 95,876,547 shares of common stock, which comprises 13,066,710 outstanding shares and 82,809,837 shares issuable upon conversion of Series C Convertible Perpetual Preferred Stock. Additionally, 192,533 shares of Preferred Stock are covered for resale.