Form 8-K

8-K — QXO, Inc.

Accession: 0001104659-26-078886

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0001236275

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2618991d5_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2618991d5_ex99-1.htm)

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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 29, 2026

QXO,

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38063

16-1633636

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Five American Lane

Greenwich, Connecticut

06831

(Address of principal executive offices)

(Zip Code)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.00001 per share

QXO

New York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001

per share

QXO.PRB

New York Stock Exchange

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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously announced, on April 18, 2026, QXO,

Inc., a Delaware corporation (“QXO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with

TopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary

of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and a wholly owned subsidiary

of QXO (“Forward Merger Sub”). The Merger Agreement provides that, among other things, and subject to the satisfaction or

waiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will merge with and into TopBuild (the “Titanium

Merger”), with TopBuild surviving as a wholly owned subsidiary of QXO, and (ii) immediately following the Titanium Merger, TopBuild

will merge with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Merger”),

with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.

On June 29, 2026, QXO held a virtual special meeting

of its stockholders (the “Special Meeting”) to vote upon (i) a proposal to approve the issuance of shares of QXO’s

common stock, par value of $0.00001 per share (“Common Stock”), constituting the stock consideration to be issued to stockholders

of TopBuild in the Titanium Merger as contemplated by the Merger Agreement (the “QXO Share Issuance Proposal”) and (ii) a

proposal to approve an amendment of QXO’s fifth amended and restated certificate of incorporation to increase the number of authorized

shares of Common Stock from 2,000,000,000 to 4,000,000,000 (the “QXO Charter Amendment Proposal”). Prior to the Special Meeting,

QXO filed a definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) with the U.S. Securities

and Exchange Commission on May 29, 2026. The Joint Proxy Statement/Prospectus describes the Special Meeting, the QXO Share Issuance Proposal,

the QXO Charter Amendment Proposal, the Merger and related information and was first mailed to QXO stockholders on or about May 29, 2026.

As of the close of business on May 26, 2026, the

record date for the determination of stockholders entitled to vote at the Special Meeting, there were 725,305,345 shares of Common Stock

issued and outstanding, with each share of Common Stock being entitled to one vote, 1,000,000 shares of Convertible Perpetual Preferred

Stock, par value of $0.001 per share (“Convertible Preferred Stock”), issued and outstanding, with each share of Convertible

Preferred Stock being entitled to approximately 219 votes (representing 219,010,074 votes) and 200,000 shares of Series C Convertible

Perpetual Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”), issued and outstanding, with each share

of Series C Preferred Stock being entitled to approximately 433 votes (representing 86,645,697 votes). In total, 1,030,961,116 votes were

eligible to be cast at the Special Meeting based on the number of outstanding shares of Common Stock, Convertible Preferred Stock and

Series C Preferred Stock, voting together as a single class, constituting all of the outstanding voting securities of the Company.

At the Special Meeting, the holders of 502,788,154 shares

of Common Stock, 946,825 shares of Convertible Preferred Stock and 37,129 shares of Series C Preferred Stock representing 70.44% of

the outstanding voting securities of the Company entitled to vote at the Special Meeting, were represented in person or by proxy constituting

a quorum.

The final voting results for the proposals voted

on at the Special Meeting are as follows:

QXO Share Issuance Proposal:

QXO’s stockholders approved the QXO Share

Issuance Proposal as follows:

Votes

For

Votes

Against

Votes

Abstained

724,999,647

1,005,727

232,333

QXO Charter Amendment Proposal:

QXO’s stockholders approved the QXO Charter

Amendment Proposal as follows:

Votes

For

Votes

Against

Votes

Abstained

722,439,916

3,503,259

294,532

In connection with the Special Meeting, QXO also

solicited proxies with respect to the approval of one or more adjournments of the Special Meeting to a later date or time, if necessary

or appropriate, to solicit additional proxies if there were not sufficient votes to approve the QXO Share Issuance Proposal (the “QXO

Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the QXO Share Issuance Proposal,

the QXO Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.

Item 7.01 Regulation FD Disclosure.

On June 29, 2026, QXO and TopBuild issued a joint

press release announcing the final results of the voting at their respective special meetings of stockholders each held

on June 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information furnished in Item 7.01, including Exhibit 99.1, shall

not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of QXO

under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such

filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Joint Press Release, dated as of June 29, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: June 29, 2026

QXO, INC.

By:

/s/ Christopher Signorello

Christopher Signorello

Chief Legal Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618991d5_ex99-1.htm · Sequence: 2

Exhibit 99.1

QXO and TopBuild Stockholders Overwhelmingly

Approve QXO’s Acquisition of TopBuild

GREENWICH, Conn. and DAYTONA BEACH, Fla. – June 29,

2026 – QXO, Inc. (NYSE: QXO) (“QXO”) and TopBuild Corp. (NYSE: BLD) (“TopBuild”) today announced that

stockholders of both companies overwhelmingly approved all proposals required for QXO to complete its acquisition of TopBuild at the

companies’ respective Special Meetings held today.

Approximately 99% of the votes cast at QXO’s Special Meeting

were in favor of approving the issuance of shares of QXO common stock in connection with the transaction. Approximately 78% of the votes

cast at TopBuild’s Special Meeting were cast in favor of adopting the merger agreement, representing approximately 65% of all outstanding

shares.

The transaction is expected to close on or about July 1, 2026, provided

that customary closing conditions are satisfied.

About QXO

QXO, Inc. (NYSE: QXO) is the largest publicly traded distributor of

roofing, waterproofing, and related products and the second-largest publicly traded distributor of lumber and building materials in North

America. QXO is the fastest growing company in the $800 billion building products distribution industry and plans to become the tech-enabled

leader by delivering best-in-class customer satisfaction and outsized returns for its shareholders. The company is targeting $50 billion

in annual revenues within the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.

About TopBuild

TopBuild Corp., is North America's largest distributor and installer

of insulation and related building products. The company provides installation and distribution services across residential, commercial,

and industrial end markets, including insulation used in walls, attics, floors, and roofing assemblies; complementary products such as

gutters, fireproofing, and mechanical insulation; and specialized roofing systems for large-scale buildings such as airports, stadiums,

and warehouses. TopBuild operates more than 450 locations across the United States and Canada. Visit TopBuild.com for more information.

Cautionary Statement Regarding Forward-Looking

Information

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 acquisition of TopBuild 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; (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 any subsequent Quarterly Reports on

Form 10-Q.

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.

QXO Contacts:

Media

Joe Checkler

joe.checkler@qxo.com

203-609-9650

Investors

Mark Manduca

mark.manduca@qxo.com

203-321-3889

TopBuild Contacts:

Media

FTI Consulting

Pat Tucker

pat.tucker@fticonsulting.com

Investors

PI Aquino

pi.aquino@topbuild.com

386-763-8801

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