QXO, Inc.

8-K · eh260787711_8k.htm iXBRL

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 2026-06-02
 2026-06-02

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 2026-06-02
 2026-06-02

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 2026-06-02
 2026-06-02

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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 2, 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

 (Address of principal executive offices)
 06831

 (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 7.01 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 to certain non-U.S. persons in offshore transactions outside the United
States in reliance on Regulation S under the Securities Act, subject to market and other conditions. A copy of the press release announcing
the offering of the Notes is furnished as Exhibit 99.1 hereto.

 This Current Report on Form 8-K does not constitute
an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any
state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or other jurisdiction.

 In connection with the offering of the Notes,
QXO is disclosing certain information to prospective investors in a preliminary offering memorandum dated June 2, 2026, excerpts of which
are furnished as Exhibit 99.2 hereto.

 The information furnished in Item 7.01, including
Exhibit 99.1 and Exhibit 99.2, 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, 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
  
 Press Release, dated June 2, 2026.

 99.2
  
 Excerpts from preliminary offering memorandum.

 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 2, 2026

  

  
 QXO, INC.
  

  
  
  

  
  
  
  
  

 By:
 /s/ Christopher Signorello
  

  
  
 Name:
 Christopher Signorello
  

  
  
 Title:
 Chief Legal Officer