Qxo, Inc.
A distributor of professional-grade exterior building products—asphalt shingles, waterproofing, siding, windows, and doors—sold to more than 110,000 residential and commercial customers from roughly 600 branches across the US and Canada under its QXO Building Products unit (formerly Beacon). It was born in December 2023 when serial entrepreneur Brad Jacobs invested in a small tech firm and renamed it QXO, then bought Beacon Roofing Supply in 2025 to become the largest publicly traded distributor of its kind. The "XO" echoes Jacobs' other ventures (XPO, GXO, RXO), and its house brand is TRI-BUILT.
Item 4 is hereby amended and supplemented to include the following: On April 18, 2026, the Company, Titanium MergerCo, Inc., ("Titanium Merger Sub"), Titanium MergerCo 2, LLC. ("Forward Merger Sub") and TopBuild Corp. ("TopBuild") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which at closing, (i) Titanium Merger Sub will be merged with and into TopBuild, the separate corporate existence of Titanium Merger Sub will thereupon cease and TopBuild shall continue as the surviving corporation and a wholly owned subsidiary of the Company (the "Titanium Merger") and (ii) immediately following the Titanium Merger, TopBuild will be merged with and into Forward Merger Sub, the separate corporate existence of TopBuild will thereupon cease and Forward Merger Sub shall continue as the surviving limited liability company and a wholly owned subsidiary of the Company (the "Forward Merger" and, together with the Titanium Merger, the "Mergers"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of common stock of TopBuild will be converted into the right to receive, at the election of the holder and subject to proration, either (i) 20.200 validly issued, fully paid and nonassessable Shares or (ii) $505.00 in cash, in each case, without interest. In connection with the Merger Agreement, on April 18, 2026, JPE and TopBuild entered into a Voting Agreement (the "Voting Agreement"), pursuant to which Reporting Person has agreed, among other things, subject to the terms and conditions of the Voting Agreement, to vote all of its shares of the Company in favor of the issuance of the Shares (the "Share Issuance") in connection with the Mergers at the meeting of the Company's shareholders. The Voting Agreement also contains customary lock-up provisions during the support period. The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Voting Agreement, which is filed as Exhibit 99.13 hereto and is incorporated herein by reference.
Item 4 is hereby amended and supplemented to include the following: On April 18, 2026, the Company, Titanium MergerCo, Inc., ("Titanium Merger Sub"), Titanium MergerCo 2, LLC. ("Forward Merger Sub") and TopBuild Corp. ("TopBuild") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which at closing, (i) Titanium Merger Sub will be merged with and into TopBuild, the separate corporate existence of Titanium Merger Sub will thereupon cease and TopBuild shall continue as the surviving corporation and a wholly owned subsidiary of the Company (the "Titanium Merger") and (ii) immediately following the Titanium Merger, TopBuild will be merged with and into Forward Merger Sub, the separate corporate existence of TopBuild will thereupon cease and Forward Merger Sub shall continue as the surviving limited liability company and a wholly owned subsidiary of the Company (the "Forward Merger" and, together with the Titanium Merger, the "Mergers"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of common stock of TopBuild will be converted into the right to receive, at the election of the holder and subject to proration, either (i) 20.200 validly issued, fully paid and nonassessable Shares or (ii) $505.00 in cash, in each case, without interest. In connection with the Merger Agreement, on April 18, 2026, JPE and TopBuild entered into a Voting Agreement (the "Voting Agreement"), pursuant to which Reporting Person has agreed, among other things, subject to the terms and conditions of the Voting Agreement, to vote all of its shares of the Company in favor of the issuance of the Shares (the "Share Issuance") in connection with the Mergers at the meeting of the Company's shareholders. The Voting Agreement also contains customary lock-up provisions during the support period. The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Voting Agreement, which is filed as Exhibit 99.13 hereto and is incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| ORBIS INVESTMENT MANAGEMENT LTD | 13G/APassive | 10.2% | 74.08M | Aug 14, 2026 |
| Orbis Investment Management (U.S.), L.P. | 13G/APassive | 0.2% | 1.25M | Aug 14, 2026 |
| Allan Gray Australia Pty Ltd | 13G/APassive | 0% | 27.2K | Aug 14, 2026 |
| Invesco Ltd. | 13G/APassive | 6.7% | 48.25M | Aug 13, 2026 |
| BAILLIE GIFFORD & CO | 13GPassive | 6.6% | 47.87M | Aug 3, 2026 |
| BlackRock, Inc. | 13GPassive | 6.3% | 45.50M | Jul 29, 2026 |
| Bradley S. Jacobs | 13D/AActivist | 35.9% | 395.60M | Apr 20, 2026 |
Item 4 is hereby amended and supplemented to include the following: On April 18, 2026, the Company, Titanium MergerCo, Inc., ("Titanium Merger Sub"), Titanium MergerCo 2, LLC. ("Forward Merger Sub") and TopBuild Corp. ("TopBuild") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which at closing, (i) Titanium Merger Sub will be merged with and into TopBuild, the separate corporate existence of Titanium Merger Sub will thereupon cease and TopBuild shall continue as the surviving corporation and a wholly owned subsidiary of the Company (the "Titanium Merger") and (ii) immediately following the Titanium Merger, TopBuild will be merged with and into Forward Merger Sub, the separate corporate existence of TopBuild will thereupon cease and Forward Merger Sub shall continue as the surviving limited liability company and a wholly owned subsidiary of the Company (the "Forward Merger" and, together with the Titanium Merger, the "Mergers"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of common stock of TopBuild will be converted into the right to receive, at the election of the holder and subject to proration, either (i) 20.200 validly issued, fully paid and nonassessable Shares or (ii) $505.00 in cash, in each case, without interest. In connection with the Merger Agreement, on April 18, 2026, JPE and TopBuild entered into a Voting Agreement (the "Voting Agreement"), pursuant to which Reporting Person has agreed, among other things, subject to the terms and conditions of the Voting Agreement, to vote all of its shares of the Company in favor of the issuance of the Shares (the "Share Issuance") in connection with the Mergers at the meeting of the Company's shareholders. The Voting Agreement also contains customary lock-up provisions during the support period. The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Voting Agreement, which is filed as Exhibit 99.13 hereto and is incorporated herein by reference. | ||||
| Jacobs Private Equity II, LLC | 13D/AActivist | 35.7% | 394.22M | Apr 20, 2026 |
Item 4 is hereby amended and supplemented to include the following: On April 18, 2026, the Company, Titanium MergerCo, Inc., ("Titanium Merger Sub"), Titanium MergerCo 2, LLC. ("Forward Merger Sub") and TopBuild Corp. ("TopBuild") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which at closing, (i) Titanium Merger Sub will be merged with and into TopBuild, the separate corporate existence of Titanium Merger Sub will thereupon cease and TopBuild shall continue as the surviving corporation and a wholly owned subsidiary of the Company (the "Titanium Merger") and (ii) immediately following the Titanium Merger, TopBuild will be merged with and into Forward Merger Sub, the separate corporate existence of TopBuild will thereupon cease and Forward Merger Sub shall continue as the surviving limited liability company and a wholly owned subsidiary of the Company (the "Forward Merger" and, together with the Titanium Merger, the "Mergers"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of common stock of TopBuild will be converted into the right to receive, at the election of the holder and subject to proration, either (i) 20.200 validly issued, fully paid and nonassessable Shares or (ii) $505.00 in cash, in each case, without interest. In connection with the Merger Agreement, on April 18, 2026, JPE and TopBuild entered into a Voting Agreement (the "Voting Agreement"), pursuant to which Reporting Person has agreed, among other things, subject to the terms and conditions of the Voting Agreement, to vote all of its shares of the Company in favor of the issuance of the Shares (the "Share Issuance") in connection with the Mergers at the meeting of the Company's shareholders. The Voting Agreement also contains customary lock-up provisions during the support period. The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Voting Agreement, which is filed as Exhibit 99.13 hereto and is incorporated herein by reference. | ||||
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| MFN Partners, LP | 13G/APassive | 4.5% | 30.28M | Feb 13, 2026 |