QXO Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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| , each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share |
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| 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 | |||