QXO, Inc.

General

On July 1, 2026, upon the consummation of the TopBuild Acquisition (as defined below), QXO Building Products, Inc., a Delaware corporation (the “Borrower” or the “Issuer”), entered into that certain Incremental Assumption and Amendment Agreement No. 2 (the “Term Loan Amendment”), by and among the Borrower, Queen HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of QXO (“Holdings”), the Subsidiary Guarantors (as defined below), the lenders party thereto and the Goldman Sachs Bank USA, as administrative agent (in such capacity, the “Administrative Agent”), which amended that certain Term Loan Credit Agreement, dated as of April 29, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Credit Agreement”), by and among the Borrower, Holdings, the lenders party thereto and the Administrative Agent, which credit agreement originally provided for senior secured financing consisting of a term loan facility (the “Existing Term Loan Facility”). Pursuant to the Term Loan Amendment, among other things, the Borrower incurred additional senior secured financing consisting of an incremental term loan facility (the “Incremental Term Loan Facility”) in an aggregate principal amount of $3.0 billion.

The Borrower borrowed the entire $3.0 billion and used the borrowings under the Incremental Term Loan Facility, together with the proceeds from the Borrower’s previously announced Notes offering, proceeds from the issuance of 100,000 shares of Series C Preferred Stock (as defined below) and available balance sheet cash to fund the transactions contemplated by the Merger Agreement and to pay related fees and expenses.

The Incremental Term Loan Facility will mature on July 1, 2033.

Interest Rates and Fees

Borrowings under the Incremental Term Loan Facility bear interest at a rate equal to, at the Borrower’s option, either (a) a Term SOFR determined by reference to the secured overnight financing rate published by an administrator therefor, which rate shall not be subject to a floor, or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50% per annum, (ii) the prime rate of Goldman Sachs Bank USA and (iii) the sum of one-month Term SOFR plus 1.00% per annum, plus, for each of Term SOFR and the base rate, an applicable margin set forth in the Term Loan Credit Agreement.

Amortization and Prepayments

The Incremental Term Loan Facility requires scheduled quarterly amortization payments in an annual amount equal to 1.0% of the original principal amount of the term loans borrowed on the effective time of the Titanium Merger, with the balance to be paid at maturity.

The Borrower can make voluntary prepayments of term loans under the Incremental Term Loan Facility at any time without penalty, except in connection with a repricing event as described below, subject to customary breakage costs.

In respect of the Incremental Term Loan Facility, any refinancing through the issuance of certain debt or any repricing amendment, in either case, that constitutes a “repricing event” applicable to the term loans resulting in a lower yield occurring at any time during the first six months after the closing date of the Incremental Term Loan Facility will be accompanied by a 1.00% prepayment premium or fee, as applicable.

The terms, conditions and covenants applicable to the Incremental Term Loan Facility are otherwise consistent with the terms, conditions and covenants applicable to the Existing Term Loan Facility.

The foregoing description of the Term Loan Amendment is qualified in its entirety by reference to the Term Loan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On July 1, 2026, QXO completed the previously announced acquisition of TopBuild (the “TopBuild Acquisition”), pursuant to the Merger Agreement.

On July 1, 2026, pursuant to the terms of the Merger Agreement, Titanium Merger Sub merged with and into TopBuild (the “Titanium Merger”), with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO and immediately thereafter, TopBuild merged 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. At the effective time of the Titanium Merger, by virtue of the Titanium Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of TopBuild (“TopBuild Shares”) issued and outstanding immediately prior thereto (other than certain excluded shares, cancelled shares and dissenting shares) was converted into the right to receive, at the election of the holder and subject to proration as described in the Merger Agreement, one of the following forms of merger consideration: (i) an amount in cash equal to $505.00 per TopBuild Share (the “Cash Consideration”) or (ii) 20.200 shares of QXO common stock, par value $0.00001 per share (“QXO Shares”), per TopBuild Share (the “Stock Consideration”). TopBuild Shares in respect of which no cash election or stock election was validly made were treated as having elected to receive the Stock Consideration in accordance with the terms of the Merger Agreement.

TopBuild stockholders of record of approximately 91.0% of the outstanding shares of TopBuild common stock elected to receive the Cash Consideration and, in accordance with the proration procedures in the Merger Agreement, all of such outstanding shares of TopBuild common stock were converted into the right to receive approximately 249.67 in cash and 10.212 shares of QXO common stock per share of TopBuild common stock, subject to final calculation by the exchange agent.

In connection with the Merger, QXO issued approximately 312.5 million QXO Shares to former holders of TopBuild Shares and paid aggregate cash consideration of approximately $6.4 billion.

The foregoing descriptions of the TopBuild Acquisition, the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are qualified in their entirety by the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to QXO’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026, and is incorporated by reference herein.

The information required by this Item 2.03 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item.

On July 1, 2026, QXO filed a certificate of amendment (the “Amendment”) to the Company’s certificate of designations for the Company’s Series C Convertible Perpetual Preferred Stock (the “Series C Preferred Stock”) with the Secretary of State of the State of Delaware. The Amendment increased the number of authorized shares of Series C Preferred Stock from 200,000 shares to 300,000 shares. The Amendment became effective upon filing.

The foregoing description of the terms of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Changes to the Board of Directors

In connection with the Merger, the Board of Directors of QXO (the “Board”) appointed Alec Covington as a director of QXO, effective as of the effective time of the Titanium Merger. The Board has not yet determined on which committee Mr. Covington will serve.

On June 29, 2026, Jared Kushner notified the Board of his intent to resign from his position as a member of the Board to focus on other commitments, effective July 1, 2026. The decision by Mr. Kushner to resign from the Board was not the result of any disagreement with QXO on any matter regarding QXO’s operations, policies or practices.

The appointment of Mr. Covington was made pursuant to the requirements of the Merger Agreement but was not otherwise made pursuant to any arrangement or understanding with any other person, and he has not entered into (or proposed to enter into) any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Covington will receive the standard annual Board compensation for non-employee directors for 2026 (pro-rated based on the effective date of his appointment). Mr. Covington does not have any family relationship with QXO’s directors or executive officers or any persons nominated or chosen by QXO to be a director or executive officer. Mr. Covington has not entered into any material plan, contract, arrangement or amendment in connection with his appointment to the Board.