QXO

• Ken West, 49, will join QXO as President and Chief Operating Officer, effective September 1, 2026, reporting to CEO Brad Jacobs.
• He will receive an annual base salary of $850,000 and an initial target bonus of 125% of base salary.
• Equity awards include prorated annual LTI (RSUs and PSUs each valued at $867,808), a $5.5 million sign-on RSU award, and a $2.5 million new hire RSU award, all subject to committee approval.
• No family relationships or arrangements with directors/officers were disclosed, and no reportable transactions under Item 404(a) exist.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Net loss for Q2 2026 was $55 million, with basic and diluted loss per share of $(0.14).
• Adjusted EBITDA was $272 million in Q2 2026, up from $204 million in Q2 2025.
• Adjusted Net Income was $130 million in Q2 2026, up from $109 million in Q2 2025.
• The company targets $50 billion in annual revenue within the decade and plans to more than double EBITDA by 2030.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The filing was made to satisfy QXO's registration obligations under an Investment Agreement dated January 5, 2026, with the investors party thereto.
• The prospectus supplement relates to the company's existing Form S-3ASR registration statement (File No. 333-281084), originally filed on July 29, 2024.
• A legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the shares was filed as Exhibit 5.1 and incorporated by reference into the registration statement.
• The report was filed under Item 8.01 (Other Events) because the event is not a required disclosure under other specific items.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The Q&A outlines a value creation plan leveraging acquisitions of Beacon, Kodiak, and TopBuild, with combined revenue of approximately $18 billion and Adjusted EBITDA of nearly $2 billion (2025 actuals adjusted for full-year ownership).
• QXO targets more than doubling combined Adjusted EBITDA to about $4 billion by 2030, and $50 billion in revenue within a decade.
• The company states it is #1 in insulation and waterproofing, #2 in roofing, and #1 or #2 in lumber/building materials in key geographies.
• The exhibits are furnished, not filed, and not incorporated by reference into other SEC filings.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• TopBuild stockholders could elect $505.00 cash or 20.200 QXO shares per TopBuild share; ~91% elected cash, resulting in prorated consideration of ~$249.67 cash and 10.212 QXO shares per share.
• QXO issued approximately 312.5 million shares and paid approximately $6.4 billion in cash as merger consideration.
• QXO incurred a $3.0 billion incremental term loan facility, maturing July 1, 2033, to help fund the acquisition.
• QXO increased authorized common stock to 4 billion shares and Series C Preferred Stock to 300,000 shares; Alec Covington joined the board and Madeline Otero became Interim Chief Accounting Officer.

1.01 Entry into a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.03 Material Modification to Rights of Security Holders · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Holders validly tendered $497.7 million (99.54%) of the 2032 Notes and $748.1 million (99.75%) of the 2034 Notes.
• Notes tendered by the early deadline (June 11, 2026) were purchased at $1,011.25 per $1,000 principal; later tenders at $961.25 per $1,000, plus accrued interest.
• Settlement is expected July 1, 2026, contingent on closing of QXO's acquisition of TopBuild.
• QXO and TopBuild also announced results of TopBuild stockholders' election on form of merger consideration.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Stockholders also approved amending QXO's charter to increase authorized common shares from 2 billion to 4 billion, with 722,439,916 votes for, 3,503,259 against, and 294,532 abstaining.
• The merger agreement, dated April 18, 2026, provides for Titanium Merger Sub to merge into TopBuild, followed by TopBuild merging into Forward Merger Sub, with TopBuild becoming a wholly owned subsidiary of QXO.
• The transaction is expected to close on or about July 1, 2026, subject to customary closing conditions.
• QXO and TopBuild issued a joint press release on June 29, 2026, announcing the voting results; the adjournment proposal was not submitted because sufficient votes were present.

5.07 Submission of Matters to a Vote of Security Holders · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The lawsuit, Thompson v. QXO, Inc. et al. (Case No. 2026-0757, filed June 8, 2026), alleges QXO's board breached fiduciary duties by failing to disclose material information about the proposed merger with TopBuild.
• QXO and TopBuild deny any deficiencies and state no supplemental disclosure was required, but made the amendments to avoid delay or expense in completing the merger.
• The supplemental disclosure reveals Morgan Stanley received $85–$110 million in fees from QXO over the past two years and expects an additional $19–$21 million in connection with financing and tender offers.
• QXO's board continues to unanimously recommend stockholders vote 'FOR' the share issuance, charter amendment, and adjournment proposals at the June 29, 2026 special meetings.

8.01 Other Events