Qxo, INC. 8-K Filing

Ticker: QXO · Form: 8-K · Filed: Apr 1, 2026 · CIK: 0001236275

Sentiment: neutral

Filing Stats: 1,581 words · 6 min read · ~5 pages · Grade level 12.1 · Accepted 2026-04-01 09:17:51

Key Financial Figures

Filing Documents

01 Completion of Acquisition or Disposition of Assets

Item 2.01 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 transaction expenses as set forth in the Merger Agreement) plus 13,157,895 shares (the "Consideration Shares") of QXO common stock, par value $0.00001 per share ("QXO Common Stock"). Pursuant to the Merger Agreement, QXO has the right to repurchase the Consideration Shares for $40 per share at any time, subject to the terms and conditions set forth in the Merger Agreement. Concurrently with the execution of the Merger Agreement, certain employees of Kodiak entered into Rollover Agreements (the "Rollover Agreements") with QXO. Immediately following the Effective Time, pursuant to such Rollover Agreements, each such employee re-invested a portion of their after-tax cash proceeds received as merger consideration in exchange for shares of QXO Common Stock. The foregoing description of the Merger and the Merger Agreement in this Item 2.01 does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Merger Agreement. A copy of the Merger Agreement is filed as Exhibit 2.1 to QXO's Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on February 11, 2026.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On April 1, 2026, QXO filed a certificate of designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of QXO's Series C Convertible Perpetual Preferred Stock (the "Series C Preferred Stock"). The Certificate of Designations became effective upon filing. The Series C Preferred Stock will accrue dividends (which may be paid in cash or, subject to certain limitations, in shares of QXO Common Stock or in any combination of cash and QXO Common Stock) at a rate per annum equal to 4.75% on the stated value thereof, which is initially $10,000 per share, payable when, as and if declared by QXO's board of directors, on the last day of March, June, September and December of each year, beginning on June 30, 2026. Holders of Series C Preferred Stock will be entitled to vote with the holders of QXO Common Stock on an as-converted basis, voting together as a single class, on all matters presented to the holders of QXO Common Stock, except as required by Delaware law, subject to certain requirements as described in the Investment Agreement, dated as of January 5, 2026, among QXO and the investors party thereto. The Series C Preferred Stock is, at the option of the holders thereof at any time and from time to time, convertible into QXO Common Stock at an initial conversion price of $23.25 per share of QXO Common Stock, which is subject to customary anti-dilution protections. Upon the occurrence of a fundamental change of QXO (i) in certain circumstances, QXO will be obligated to pay a customary fundamental change make-whole premium on the Series C Preferred Stock converted in connection with such fundamental change by increasing the conversion rate on such Series C Preferred Stock and (ii) QXO will be obligated to offer to redeem all of the Series C Preferred Stock for a price in cash equal to the stated value t

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 5.03.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 1, 2026, QXO issued a press release. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information furnished in Item 7.01, 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 QXO under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of February 10, 2026, by and among QXO, Inc., Kodiak Building Partners Inc., Juno Merger Sub, Inc. and CSC Shareholder Services LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by QXO with the SEC on February 11, 2026).* 3.1 Certificate of Designations of Series C Convertible Perpetual Preferred Stock, filed with the Secretary of State of the State of Delaware and effective April 1, 2026. 99.1 Press Release, dated April 1, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. QXO agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.

SIGNATURES

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: April 1, 2026 QXO, INC. By: /s/ Christopher Signorello Name: Christopher Signorello Title: Chief Legal Officer

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