{"filing":{"accession_number":"0001104659-26-079864","cik":"0001236275","ticker":"QXO-PB","company_name":"QXO, Inc.","form":"8-K","filing_date":"2026-07-01","report_date":null,"primary_document":"tm2618991d7_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1236275/000110465926079864/tm2618991d7_8k.htm"},"events":[{"id":15473,"run_id":13804,"accession_number":"0001104659-26-079864","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"QXO completed its acquisition of TopBuild Corp. on July 1, 2026, for approximately $6.4 billion in cash and 312.5 million QXO shares, making TopBuild a wholly owned subsidiary. The transaction significantly expands QXO's scale and capabilities across the building products value chain, with expected annual synergies of at least $300 million by 2030 and anticipated accretion to earnings.","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13256,"accession_number":"0001104659-26-079864","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of QXO's acquisition of TopBuild Corp., a material transaction that significantly expands QXO's scale and capabilities across the building products value chain. The press release confirms TopBuild is now a wholly owned subsidiary of QXO, and the company expects at least $300 million in annual synergies. While Item 1.01 also covers the incremental term loan facility ($3.0 billion) used to fund the acquisition, the principal disclosed action is the completion of the material acquisition itself, making ma_activity the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13257,"accession_number":"0001104659-26-079864","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"QXO completed the acquisition of TopBuild on July 1, 2026, pursuant to a Merger Agreement. The transaction involved approximately $6.4 billion in cash consideration and issuance of approximately 312.5 million QXO shares. This is a material acquisition that significantly expands QXO's scale and capabilities across the building products value chain, with expected $300 million in annual synergies by 2030 and expected accretion to earnings.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13258,"accession_number":"0001104659-26-079864","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of QXO's acquisition of TopBuild Corp., a material M\u0026A transaction. The press release (EX-99.1) explicitly states \"QXO, Inc. (NYSE: QXO) today announced it has completed its previously disclosed acquisition of TopBuild Corp.\" and notes that TopBuild is now \"a wholly owned subsidiary of QXO.\" The transaction significantly expands QXO's scale and is expected to generate at least $300 million in annual synergies and be \"highly accretive to earnings,\" making it clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13259,"accession_number":"0001104659-26-079864","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 3.03 disclosure describes a certificate of amendment increasing authorized shares of Series C Preferred Stock from 200,000 to 300,000 shares. However, the supplemental exhibit (EX-99.1) reveals the material context: QXO has completed its acquisition of TopBuild Corp., a major transaction that \"significantly expands QXO's scale and capabilities\" and is \"expected to be highly accretive to earnings.\" The preferred stock authorization increase is directly tied to financing this material acquisition. The completion of a major acquisition is a core M\u0026A event that would materially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13261,"accession_number":"0001104659-26-079864","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.03 formally addresses the charter amendment increasing authorized shares, the substantive disclosure centers on the completion of QXO's acquisition of TopBuild Corp., announced in the supplemental exhibit (EX-99.1). The acquisition is a material M\u0026A event that \"significantly expands QXO's scale and capabilities\" and is \"expected to be highly accretive to earnings\" with anticipated $300 million in annual synergies by 2030. The charter amendment itself is merely a procedural step enabling the transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13262,"accession_number":"0001104659-26-079864","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of QXO's acquisition of TopBuild Corp., a material transaction that significantly expands QXO's scale and market position across building products categories. The press release announces TopBuild is now a wholly owned subsidiary, expected to generate $300 million in annual synergies and be highly accretive to earnings—core indicators of a material M\u0026A event requiring 8-K disclosure under Item 1.01 or 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13263,"accession_number":"0001104659-26-079864","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of QXO's acquisition of TopBuild Corp., a material M\u0026A transaction. The Item 8.01 disclosure describes the consummation of the merger on July 1, 2026, the release of $3 billion in note proceeds to fund the transaction, tender offers for TopBuild's outstanding debt, and TopBuild becoming a wholly owned subsidiary. The press release confirms the deal's completion and projects $300 million in annual synergies by 2030, making this a material acquisition event under Item 1.01/2.01 standards, disclosed here under Item 8.01 (Other Events).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15474,"run_id":13804,"accession_number":"0001104659-26-079864","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"QXO appointed Alec Covington as a director effective upon completion of the TopBuild Merger and appointed Madeline Otero as Interim Chief Accounting Officer effective July 1, 2026, with specified compensation including $400k base salary, $600k equity target, and $500k retention award.","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13260,"accession_number":"0001104659-26-079864","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 disclosure centers on two principal executive changes: (1) appointment of Alec Covington as a director effective upon completion of the TopBuild Merger, and (2) appointment of Madeline Otero as Interim Chief Accounting Officer effective July 1, 2026. While Jared Kushner's resignation is also disclosed, the filing emphasizes the appointments as the primary actions taken. The Covington appointment is material as it reflects governance changes tied to a major acquisition, and Otero's appointment as CAO with specified compensation ($400k base, $600k equity target, $500k retention award) is a material officer appointment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":13256,"accession_number":"0001104659-26-079864","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of QXO's acquisition of TopBuild Corp., a material transaction that significantly expands QXO's scale and capabilities across the building products value chain. The press release confirms TopBuild is now a wholly owned subsidiary of QXO, and the company expects at least $300 million in annual synergies. While Item 1.01 also covers the incremental term loan facility ($3.0 billion) used to fund the acquisition, the principal disclosed action is the completion of the material acquisition itself, making ma_activity the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01"},{"id":13257,"accession_number":"0001104659-26-079864","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"QXO completed the acquisition of TopBuild on July 1, 2026, pursuant to a Merger Agreement. The transaction involved approximately $6.4 billion in cash consideration and issuance of approximately 312.5 million QXO shares. This is a material acquisition that significantly expands QXO's scale and capabilities across the building products value chain, with expected $300 million in annual synergies by 2030 and expected accretion to earnings.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01"},{"id":13258,"accession_number":"0001104659-26-079864","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of QXO's acquisition of TopBuild Corp., a material M\u0026A transaction. The press release (EX-99.1) explicitly states \"QXO, Inc. (NYSE: QXO) today announced it has completed its previously disclosed acquisition of TopBuild Corp.\" and notes that TopBuild is now \"a wholly owned subsidiary of QXO.\" The transaction significantly expands QXO's scale and is expected to generate at least $300 million in annual synergies and be \"highly accretive to earnings,\" making it clearly material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01"},{"id":13259,"accession_number":"0001104659-26-079864","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 3.03 disclosure describes a certificate of amendment increasing authorized shares of Series C Preferred Stock from 200,000 to 300,000 shares. However, the supplemental exhibit (EX-99.1) reveals the material context: QXO has completed its acquisition of TopBuild Corp., a major transaction that \"significantly expands QXO's scale and capabilities\" and is \"expected to be highly accretive to earnings.\" The preferred stock authorization increase is directly tied to financing this material acquisition. The completion of a major acquisition is a core M\u0026A event that would materially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01"},{"id":13260,"accession_number":"0001104659-26-079864","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 disclosure centers on two principal executive changes: (1) appointment of Alec Covington as a director effective upon completion of the TopBuild Merger, and (2) appointment of Madeline Otero as Interim Chief Accounting Officer effective July 1, 2026. While Jared Kushner's resignation is also disclosed, the filing emphasizes the appointments as the primary actions taken. The Covington appointment is material as it reflects governance changes tied to a major acquisition, and Otero's appointment as CAO with specified compensation ($400k base, $600k equity target, $500k retention award) is a material officer appointment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01"},{"id":13261,"accession_number":"0001104659-26-079864","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.03 formally addresses the charter amendment increasing authorized shares, the substantive disclosure centers on the completion of QXO's acquisition of TopBuild Corp., announced in the supplemental exhibit (EX-99.1). The acquisition is a material M\u0026A event that \"significantly expands QXO's scale and capabilities\" and is \"expected to be highly accretive to earnings\" with anticipated $300 million in annual synergies by 2030. The charter amendment itself is merely a procedural step enabling the transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01"},{"id":13262,"accession_number":"0001104659-26-079864","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of QXO's acquisition of TopBuild Corp., a material transaction that significantly expands QXO's scale and market position across building products categories. The press release announces TopBuild is now a wholly owned subsidiary, expected to generate $300 million in annual synergies and be highly accretive to earnings—core indicators of a material M\u0026A event requiring 8-K disclosure under Item 1.01 or 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01"},{"id":13263,"accession_number":"0001104659-26-079864","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of QXO's acquisition of TopBuild Corp., a material M\u0026A transaction. The Item 8.01 disclosure describes the consummation of the merger on July 1, 2026, the release of $3 billion in note proceeds to fund the transaction, tender offers for TopBuild's outstanding debt, and TopBuild becoming a wholly owned subsidiary. The press release confirms the deal's completion and projects $300 million in annual synergies by 2030, making this a material acquisition event under Item 1.01/2.01 standards, disclosed here under Item 8.01 (Other Events).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T20:09:44.418509+00:00","company_name":"QXO, Inc.","ticker":"QXO-PB","filing_date":"2026-07-01"}]}