President and Chief Operating Officer — Ken West: The company hired a highly experienced executive from a major competitor to fill the senior role of President and COO.

of this Current Report on Form 8-K, 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 the Company 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.

Other Events. On July 23, 2026, QXO, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-281084), filed with the SEC on July 29, 2024 (the “Registration Statement”), covering the resale by certain selling stockholders named therein of (i) 41,405,099 shares of the Company’s common stock (“Common Stock”) issuable upo…

Other Events. 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…

Material Modification to Rights of Security Holders. 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. 2 Th…

Interim Chief Accounting Officer — Madeline Otero: Appointment of Madeline Otero as Interim Chief Accounting Officer, replacing Robert Loughran.

Completion of Acquisition or Disposition of Assets. 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 (…

Entry into a Material Definitive Agreement. Term Loan Facility Amendment 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 (“…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information required by this

TopBuild Stockholder Election Results On June 30, 2026, QXO and TopBuild issued a joint press release announcing the results of the election by TopBuild stockholders regarding the form of merger consideration they wish to receive in connection with QXO’s acquisition of TopBuild. A copy of the joint press release announcing the TopBuild stockholder election results is attached as Exhibit 99.2 hereto and is incorporated herein by reference. Cautionary Statement Regarding Forward-Looking Informa…

Other Events. As previously disclosed, 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”), pursuant to which, among other…

Entry into a Material Definitive Agreement. General On June 17, 2026, QXO Building Products, Inc. (the “Issuer”), a wholly owned subsidiary of QXO, Inc. (“QXO”), completed the previously announced sale of $1,500.0 million of the Issuer’s 6.500% Senior Notes due 2031 (the “2031 Notes”) and $1,500.0 million of the Issuer’s 6.875% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) in a private offering (the “Offering”) exempt from the registration requirement…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information required by this

Other Events. 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 outs…

Other Events. On June 4, 2026, QXO, Inc. (“QXO”) and TopBuild Corp. (“TopBuild”) issued a joint press release (the “Joint Press Release”) announcing that the deadline for TopBuild stockholders of record to elect the form of consideration that they wish to receive in connection with the acquisition of TopBuild by QXO is 5:00 p.m., Eastern Time on June 29, 2026. A copy of the Joint Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Cautionary Statement Reg…

Regulation FD Disclosure. On June 3, 2026, QXO, Inc. (“QXO”) announced that its wholly owned subsidiary, QXO Building Products, Inc., priced its offering of $1,500.0 million of 6.500% Senior Notes due 2031 (the “2031 Notes”) and $1,500.0 million of 6.875% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) at an issue price of 100%. The offering is expected to close on June 17, 2026, subject to customary closing conditions. The Notes are being offered and s…

Regulation FD Disclosure. On June 2, 2026, QXO, Inc. (“QXO”) announced a proposed private offering of $1,500.0 million Senior Notes due 2031 (the “2031 Notes”) and $1,500.0 million Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) by QXO Building Products, Inc., its wholly owned subsidiary, to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and t…

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.…

Other Events. As previously reported, (i) on April 29, 2025, QXO, Inc., a Delaware corporation (“QXO”), completed the acquisition (the “Beacon Acquisition”) of QXO Building Products, Inc., a Delaware corporation formerly known as Beacon Roofing Supply, Inc. (“QXO Building Products”), pursuant to the Agreement and Plan of Merger, dated as of March 20, 2025, by and among QXO, QXO Building Products and Queen MergerCo, Inc., (ii) on April 1, 2026, QXO completed the acquisition (the “Kodiak Acquis…

of this Current Report on Form 8-K, 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 the Company 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.

Other Events. On May 11, 2026, QXO, Inc. (“QXO”) released and made available on its website an investor Q&A related to its pending acquisition of TopBuild Corp. (“TopBuild”). A copy of the investor Q&A is attached as Exhibit 99.1 hereto and is incorporated herein by reference. 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 g…

Other Events. On April 29, 2026, QXO, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-281084), filed with the SEC on July 29, 2024 (the “Registration Statement”), covering the resale by certain selling stockholders named therein of (i) 95,876,547 shares of the Company’s common stock, consisting of (A) 13,066,710 shares of common stock outst…

Entry into a Material Definitive Agreement. Merger Agreement 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 wholly owned subsidiary of QXO (“Titanium Merger Sub”) and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO (“Forward Merger Sub”). The TopBuild…

Other Events. Press Release On April 19, 2026, QXO and TopBuild issued a joint press release announcing QXO’s and TopBuild’s entry into a definitive merger agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Investor Presentation On April 20, 2026, QXO announced the posting of a recorded investor presentation to provide additional detail regarding the transaction. A copy of the presentation is filed herewith as Exhibit 99.2 and is…

Completion of Acquisition or Disposition of Assets. On April 1, 2026, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Kodiak (the “Merger”), with Kodiak surviving the Merger as an indirect, wholly owned subsidiary of QXO. At the effective time of the Merger (the “Effective Time”), QXO paid to equityholders of Kodiak (“Kodiak Stockholders”) an amount in cash equal to $2,000,000,000 (subject to customary adjustments for working capital, indebtedness, cash and tran…