QXO Inc.

06/12/2026 | Press release | Distributed by Public on 06/12/2026 05:04

Material Event (Form 8-K)

EXHIBIT 99.1

QXO Announces Early Tender Results of Cash Tender Offers and Consent Solicitations for Any and All of TopBuild Corp.'s 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034 and Receipt of Requisite Consents

GREENWICH, Conn. - June 12, 2026 - QXO, Inc. ("QXO") (NYSE: QXO) announced the early tender results of the previously announced tender offers and consent solicitations (collectively, the "Tender Offers and Consent Solicitations") by QXO's wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation (the "Company"), for the (i) $500.0 million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 and (ii) $750.0 million aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (together, the "Notes") of TopBuild Corp. ("TopBuild"). The Tender Offers and Consent Solicitations are being conducted in connection with QXO's pending acquisition of TopBuild (the "TopBuild Acquisition").

The below table presents, according to information provided to the Company by D.F. King & Co., Inc., the information and tender agent (the "Information and Tender Agent") for the Tender Offers and Consent Solicitations, the aggregate principal amount of Notes validly tendered at or prior to 5:00 p.m., New York City time, on June 11, 2026 (the "Early Tender Deadline") and not validly withdrawn at or prior to 5:00 p.m., New York City time, on June 11, 2026 (the "Withdrawal Deadline") (the "Early Tender Notes"), and the percent of the aggregate principal amount of Notes outstanding constituting Early Tender Notes.

CUSIP/ISIN* Title of Notes

Aggregate Principal

Amount Outstanding

Aggregate Principal Amount of Early
Tender Notes
Percent of Outstanding Principal Amount Tendered

Tender Offer

Consideration

(1)(2)

Early Tender

Payment

(1)(3)

Total Tender Offer Consideration

(1)(2)

CUSIP: 89055F AC7/ U8900U AC8

ISIN: US89055FAC77/ USU8900UAC81

4.125% Senior Notes due 2032 US$500,000,000 $497,723,000 99.54% $961.25 $50.00 $1,011.25

CUSIP: 89055F AD5/ U8900U AD6

ISIN: US89055FAD50/ USU8900UAD64

5.625% Senior Notes due 2034 US$750,000,000 $747,893,000 99.72% $961.25 $50.00 $1,011.25
(1) Per $1,000 principal amount of Notes accepted for purchase.
(2) Does not include accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the Settlement Date (as defined below) that will be paid on the Notes accepted for purchase.
(3) Included in the Total Tender Offer Consideration for Early Tender Notes accepted for purchase.
* CUSIPs and ISINs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers.

Because the Company received consents in respect of a majority of the aggregate principal amount of each series of Notes then outstanding (excluding Notes owned by TopBuild, the guarantors of such Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with TopBuild or the guarantors of such Notes) (the "Requisite Consents"), TopBuild executed and delivered a supplemental indenture to each Indenture (as defined in the Offer to Purchase and Consent Solicitation Statement (as defined below)) (each, a "Supplemental Indenture"), (i) eliminating the requirement to make a "Change of Control Offer" for the related Notes in connection with the TopBuild Acquisition and future transactions, (ii) eliminating substantially all of the restrictive covenants in the applicable Indenture and the Notes, (iii) eliminating certain conditions to legal defeasance and covenant defeasance in the applicable Indenture and the Notes and (iv) eliminating all events of default other than events of default relating to the failure to pay principal of and interest on the Notes (collectively, the "Proposed Amendments").

Each Supplemental Indenture became effective upon execution, but provides that the applicable Proposed Amendments will not become operative until the Company accepts for purchase the Notes satisfying the Requisite Consents in the Tender Offers and Consent Solicitations.

The Tender Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on June 29, 2026, unless extended or earlier terminated by the Company (the "Expiration Date"). The "Settlement Date" is currently expected to be the second business day following the Expiration Date. The Company anticipates extending the Expiration Date to have the Settlement Date substantially coincide with the consummation of the TopBuild Acquisition. Any Notes validly tendered and related Consents validly delivered after the Withdrawal Deadline (including during any extension of the Expiration Date) may not be withdrawn or revoked, except as required by law. No tenders submitted after the Expiration Date will be valid.

Subject to the terms and conditions of the Tender Offers and Consent Solicitations, holders of the Early Tender Notes will receive the Total Tender Offer Consideration set forth in the table above, which includes the Early Tender Payment set forth in the table above. Holders of Notes tendering their Notes after the Early Tender Deadline and on or prior to the Expiration Date will only be eligible to receive the Tender Offer Consideration set forth in the table above, which is the Total Tender Offer Consideration less the Early Tender Payment. In addition, holders of all Notes validly tendered and accepted for purchase pursuant to the Tender Offers and Consent Solicitations will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but excluding, the Settlement Date.

The terms and conditions of the Tender Offers and Consent Solicitations are described in an Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026 (the "Offer to Purchase and Consent Solicitation Statement"). The consummation of the Tender Offers and Consent Solicitations for the Notes of either series is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement, including, among other things, the substantially concurrent consummation of the TopBuild Acquisition on terms and conditions set forth in the Agreement and Plan of Merger, dated as of April 18, 2026 (as it may be amended from time to time, the "Merger Agreement"), by and among QXO, the Company, Titanium MergerCo 2, LLC and TopBuild.

QXO Inc. published this content on June 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 12, 2026 at 11:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]