QXO, Inc. (NYSE:QXO) ("QXO" or the "Company") announced today that its wholly owned subsidiary, QXO Building Products, Inc. (the "Issuer"), has priced its offering (the "Offering") of $1.5 billion of 6.500% Senior Notes due 2031 (the "2031 Notes") and $1.5 billion of 6.875% Senior Notes due 2034 (the "2034 Notes" and, together with the 2031 Notes, the "notes") at par. The Offering is expected to close on June 17, 2026, subject to market and other conditions.

If the issuance of the notes closes prior to the consummation of previously announced acquisition (the "TopBuild Acquisition") of TopBuild Corp. ("TopBuild"), the gross proceeds of the offering will be deposited into a segregated escrow account and the notes will be secured on a first-priority basis by the escrow account and the funds held in the escrow account until the consummation of the TopBuild Acquisition (the "Release Date"). The consummation of the TopBuild Acquisition is subject to customary closing conditions, including approval by the shareholders of TopBuild and QXO.

Upon consummation of the TopBuild Acquisition, the notes will be fully and unconditionally guaranteed by each of the Issuer's wholly-owned domestic restricted subsidiaries that guarantees the Issuer's senior secured first lien term loan facility and senior secured notes. From and after the Release Date, the notes and related guarantees will be unsecured obligations of the Issuer and subsidiary guarantors.

The Issuer intends to use the proceeds from the offering of the notes, along with borrowings under new term loan facilities, proceeds from Series C Convertible Perpetual Preferred Stock of QXO and available balance sheet cash from QXO and TopBuild, to fund the TopBuild Acquisition and the other transactions contemplated by the related merger agreement, including the repayment or repurchase of TopBuild's debt and payment of related fees and expenses.