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Get filing alertsQXO closes $6.4B TopBuild acquisition, issues 312.5M shares and incurs $3B term loan
Filed July 1, 2026 · Period ending July 1, 2026 · ~2 min read
Key Changes
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QXO completed its acquisition of TopBuild for ~$6.4B cash plus 312.5M newly issued shares. TopBuild shareholders received mixed consideration of ~$249.67 cash and 10.212 QXO shares per TopBuild share after proration, representing significant dilution to existing QXO holders.
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
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QXO incurred a $3.0B incremental term loan facility maturing July 2033 to fund the acquisition. The loan bears floating-rate interest (Term SOFR or base rate plus margin) with minimal 1% annual amortization, concentrating refinancing risk at maturity.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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QXO doubled authorized common shares from 2B to 4B and increased Series C Preferred authorization from 200,000 to 300,000 shares, providing capacity for future equity issuances.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
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QXO retired all TopBuild legacy debt (4.125% 2032 notes and 5.625% 2034 notes) via tender and redemption at 101.125% of par, consolidating obligations under QXO's higher-rate 6.500% 2031 and 6.875% 2034 notes totaling $3B.
Item 8.01 — Other Events verify on EDGAR → -
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Madeline Otero appointed Interim CAO effective July 1, replacing Robert Loughran who served since March 2026. Alec Covington joined the Board; Jared Kushner resigned to focus on other commitments.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
QXO closed its transformational acquisition of TopBuild on July 1, 2026, paying approximately $6.4 billion in cash and issuing 312.5 million new shares—substantial dilution that existing shareholders must absorb. The company funded the deal through a $3 billion term loan (maturing 2033 with minimal amortization), proceeds from $3 billion in senior notes issued in June, preferred stock, and cash on hand.
QXO simultaneously retired TopBuild's legacy debt at a premium, consolidating the combined entity's obligations under QXO's higher-rate 6.500% and 6.875% senior notes. The acquisition positions QXO as the leading North American distributor in insulation and waterproofing, number two in roofing, and a top-two player in lumber and building materials in key markets.
Management projects at least $300 million in annual synergies by 2030 from procurement, pricing, and cross-selling. The deal is expected to be highly accretive to earnings and advances QXO's goal of expected to reach $50 billion in revenue. To accommodate the transaction and future growth, QXO doubled its authorized common shares to 4 billion, signaling potential for additional equity issuances ahead. The company also made leadership changes, appointing former TopBuild Chairman Alec Covington to the Board and naming Madeline Otero (TopBuild's former CAO) as Interim Chief Accounting Officer.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
QXO Building Products borrowed $3.0 billion under a new incremental term loan facility on July 1, 2026. The proceeds were used to fund the TopBuild acquisition, together with proceeds from a notes offering, preferred stock issuance, and cash on hand.
Added in current filing · verify on EDGAR →
The Incremental Term Loan Facility will mature on July 1, 2033. ... 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 new term loan matures in seven years (July 2033) with minimal amortization—only 1.0% annually of the original principal, with the bulk due at maturity. This structure defers principal repayment and concentrates refinancing risk at maturity.
Added in current filing · verify on EDGAR →
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.
The facility bears floating-rate interest based on Term SOFR (with no floor) or a base rate, plus an applicable margin. The filing does not disclose the margin, so the all-in interest cost is not determinable from this 8-K.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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.
QXO can prepay the loan anytime without penalty, except for a 1.00% fee if it refinances at a lower rate within the first six months. This protects lenders from immediate repricing but allows flexibility thereafter.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 1, 2026, QXO completed the previously announced acquisition of TopBuild (the “TopBuild Acquisition”), pursuant to the Merger Agreement.
QXO closed its acquisition of TopBuild on July 1, 2026. TopBuild became a wholly owned subsidiary through a two-step merger process. This is a major transaction that significantly expands QXO's scale and market presence in the building products distribution sector.
Added in current filing · verify on EDGAR →
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 shareholders could elect either $505.00 cash per share or 20.200 QXO shares per TopBuild share. The stock consideration option values QXO shares at approximately $25.00 each based on the cash-equivalent offer. This election structure gave TopBuild shareholders flexibility in choosing their preferred form of consideration.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Amendment increased the number of authorized shares of Series C Preferred Stock from 200,000 shares to 300,000 shares.
QXO filed a certificate of amendment on July 1, 2026, increasing the authorized shares of its Series C Convertible Perpetual Preferred Stock by 50%, from 200,000 to 300,000 shares. The amendment became effective immediately upon filing with the Delaware Secretary of State. This expansion provides the company with additional capacity to issue preferred shares, which could be used for future financing, acquisitions, or other corporate purposes.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
QXO appoints new director and interim CAO following merger; one director resigns to focus on other commitments.
Added in current filing · verify on EDGAR →
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.
QXO appointed Alec Covington to its Board of Directors effective at the closing of the Titanium Merger. The appointment was made pursuant to requirements of the Merger Agreement. The Board has not yet determined which committee Mr. Covington will serve on, and he will receive standard pro-rated annual Board compensation for non-employee directors.
Added in current filing · verify on EDGAR →
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.
Jared Kushner resigned from QXO's Board effective July 1, 2026, to focus on other commitments. The filing explicitly states this was not due to any disagreement with the company regarding its operations, policies, or practices.
Added in current filing · verify on EDGAR →
On July 1, 2026, the Company announced the appointment of Madeline Otero as Interim Chief Accounting Officer, effective as of the close of business on July 1, 2026. Ms. Otero replaces Robert Loughran, who had served as Interim Chief Accounting Officer since March 15, 2026. Mr. Loughran’s departure is not the result of any disagreement with the Company on any matter relating to its accounting principles, financial statement practices, or internal controls.
QXO appointed Madeline Otero as Interim Chief Accounting Officer effective July 1, 2026, replacing Robert Loughran who had served in the role since March 15, 2026. Ms. Otero joined QXO in connection with the TopBuild Acquisition and previously served as Chief Accounting Officer at TopBuild Corporation since 2023. The filing states Mr. Loughran's departure was not due to any disagreement on accounting principles, financial statement practices, or internal controls.
Added in current filing · verify on EDGAR →
In connection with her appointment, Ms. Otero will be paid an annual base salary at an initial annual rate of $400,000 and her target annual bonus will initially be 65% of her base salary. Ms. Otero will also be eligible to participate in equity awards pursuant to the QXO 2024 Omnibus Incentive Compensation Plan. Ms. Otero’s annual target equity award opportunity will be $600,000, subject to the terms and conditions of the QXO 2024 Omnibus Incentive Compensation Plan, and she will receive a retention award of $500,000 in restricted stock units, vesting thirty-five percent (35%) on the six-month anniversary of the closing of the TopBuild Acquisition and sixty-five percent (65%) on the twelve-month anniversary of the closing of the TopBuild Acquisition, subject to her continued employment through the applicable vesting date.
Ms. Otero's compensation package includes a $400,000 annual base salary, 65% target annual bonus, $600,000 annual target equity award opportunity, and a $500,000 retention award $400,000 in restricted stock units. The retention award vests 35% at six months and 65% at twelve months following the TopBuild Acquisition closing, contingent on continued employment.
Event · Item 7.01 — Regulation FD Disclosure
QXO announced completion of the TopBuild acquisition and related transactions on July 1, 2026.
Added in current filing · verify on EDGAR →
On July 1, 2026, QXO issued a press release announcing the consummation of the TopBuild Acquisition and related transactions.
QXO has completed its acquisition of TopBuild and related transactions as of July 1, 2026. This represents a major corporate event for QXO, marking the close of what appears to be a significant acquisition. The filing does not provide financial terms, purchase price, or operational details of the transaction.
Event · Item 8.01 — Other Events
QXO closed TopBuild acquisition, added subsidiary guarantors to $3B senior notes, released escrowed proceeds, and retired all TopBuild debt.
Added in current filing · verify on EDGAR →
On July 1, 2026, in connection with the consummation of the TopBuild Acquisition, the Issuer, as issuer, Wilmington Trust, National Association, as trustee, Forward Merger Sub and certain of its subsidiaries (the “TopBuild Guarantors”) and certain of the Issuer’s subsidiaries (the “QXO Guarantors” and, together with the TopBuild Guarantors, the “Subsidiary Guarantors”) entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of June 17, 2026, between the Issuer and Wilmington Trust, National Association, as trustee (the “Indenture”), governing the Issuer’s previously issued $1,500.0 million aggregate principal amount of 6.500% Senior Notes due 2031 (the “2031 Notes”) and $1,500.0 million aggregate principal amount of 6.875% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”). Pursuant to the Supplemental Indenture, the Subsidiary Guarantors agreed to guarantee the Issuer’s obligations as issuer under the Indenture and the Notes.
QXO added subsidiary guarantors from both QXO and the newly acquired TopBuild to its $1.5 billion 6.500% 2031 notes and $1.5 billion 6.875% 2034 notes. These guarantees strengthen the credit support for the $3 billion in senior notes by making the subsidiaries jointly liable for QXO's debt obligations.
Added in current filing · verify on EDGAR →
On July 1, 2026, the gross proceeds of the Notes offering were released from the segregated escrow account and used to fund a portion of the transactions contemplated by the Merger Agreement and to pay related fees and expenses.
The $3 billion in proceeds from QXO's June 2026 notes offering were released from escrow and deployed to fund the TopBuild acquisition and related transaction costs. This confirms the acquisition closed and the debt financing was successfully converted from contingent to permanent.
Event · Exhibit 99.1
QXO completed acquisition of TopBuild, expanding building products scale with expected $300M annual synergies by 2030.
Added in current filing · view on EDGAR →
QXO, Inc. (NYSE: QXO) today announced it has completed its previously disclosed acquisition of TopBuild Corp. The transaction significantly expands QXO’s scale and capabilities across the building products value chain. QXO now holds leadership positions in key building product categories in North America: · #1 in insulation | · #2 in roofing | · #1 in waterproofing · #1 or #2 in the lumber and building materials sector, in key geographies served
QXO closed its acquisition of TopBuild, making TopBuild a wholly owned subsidiary. The deal positions QXO as the number one distributor in insulation and waterproofing, number two in roofing, and a top-two player in lumber and building materials in key markets. TopBuild's shares stopped trading on the NYSE as of market open on July 1, 2026.
Added in current filing · view on EDGAR →
By 2030, we expect to generate at least $300 million in annual synergies largely from procurement, pricing, and cross-selling, while applying TopBuild’s operational excellence across QXO. The transaction is expected to be highly accretive to earnings and advance our plan to build a world-class company with $50 billion in revenue.
Management projects at least $300 million in annual synergies by 2030, driven primarily by procurement savings, pricing optimization, and cross-selling opportunities. The acquisition is expected to be substantially accretive to QXO's earnings and supports the company's goal of reaching $50 billion in annual revenue within the next decade.
Added in current filing · view on EDGAR →
The company also announced that Alec Covington, TopBuild’s former Chairman, joined QXO’s Board of Directors, effective immediately. Mr. Covington replaces Jared Kushner, who has resigned from the Board of Directors to focus on government service.
Alec Covington, former Chairman of TopBuild, joined QXO's Board effective July 1, 2026. He replaces Jared Kushner, who resigned to focus on other commitments per Item 5.02; the press release characterizes the departure as to focus on government service. The change brings TopBuild leadership continuity to QXO's governance.
Added in current filing · view on EDGAR →
Under the terms of the merger agreement, former TopBuild shareholders received cash, shares of QXO’s common stock, or a combination of both, based on their elections and subject to proration and the other terms and conditions in the merger agreement.
Former TopBuild shareholders received consideration in the form of cash, QXO stock, or a mix of both, depending on their elections and subject to proration provisions in the merger agreement. The specific mix and proration mechanics were governed by the merger agreement terms.
Added in current filing · view on EDGAR →
By acquiring TopBuild, we’re broadening our product offering, adding installation capabilities, and expanding our exposure to fast-growing end markets like data centers.
The acquisition adds installation capabilities to QXO's distribution business and increases exposure to high-growth end markets including data centers. This expands QXO's service offering beyond pure distribution into value-added installation services.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 5, 2026 · How we verify