8-K - QXO, Inc. | StockGist

AI Analysis

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QXO, Inc. completed the acquisition of Kodiak Building Partners for approximately $2.25 billion in cash and stock, and established a new Series C Convertible Perpetual Preferred Stock.

Key Takeaways

1QXO acquired Kodiak Building Partners for $2.0 billion in cash and 13.2 million shares of QXO common stock.

2The acquisition expands QXO's addressable market to over $200 billion and is expected to be highly accretive to 2026 earnings.

3QXO established Series C Convertible Perpetual Preferred Stock with a 4.75% dividend rate and initial conversion price of $23.25.

4QXO holds the right to repurchase the 13.2 million consideration shares issued in the merger for $40 per share.

5Kodiak Building Partners survives the merger as an indirect, wholly owned subsidiary of QXO.

Current Report Details

Event Type

Asset Acquisition+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

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 Ag

Asset Acquisition

3.03

| Material Modification to Rights of Security Holders. | |---|---| On April 1, 2026, QXO filed a certificate of designations (the “Certificate of Designations”)

Securities Modification

$10.0K$23.25

5.03

. | 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

Charter Amendment

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 oth

Regulation Fd

9.01

| Financial Statements and Exhibits. | |---|---| (d) Exhibits | Exhibit No. | | Description | |---|---|---| | 2.1 | | Agreement and Plan of Merger, dated as of

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Kodiak Building Partners
Consideration: $2,000,000,000 in cash (subject to adjustments) plus 13,157,895 shares of QXO Common Stock
Structure: Merger Sub merged with and into Kodiak, with Kodiak surviving as an indirect, wholly owned subsidiary of QXO

•Merger effective April 1, 2026
•QXO has the right to repurchase Consideration Shares for $40 per share subject to terms in Merger Agreement

Material Agreement

Agreement: Certificate of Designations
Parties: QXO, Inc. filed with the Secretary of State of the State of Delaware

•Designation of Series C Convertible Perpetual Preferred Stock
•Initial stated value of $10,000 per share
•Dividend rate of 4.75% per annum
•Initial conversion price of $23.25 per share of QXO Common Stock
•Voting on an as-converted basis
•Redemption rights upon fundamental change

Exhibits (3)

3.1

EXHIBIT 3.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1