QXO Announces the Expiration and Final 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

About this update from Qxo, Inc.

GREENWICH, Conn., June 30, 2026--(BUSINESS WIRE)--QXO, Inc. ("QXO") (NYSE: QXO) announced today the expiration and final 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 (the "2032 Notes") and (ii) $750.0 million aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the "2034 Notes" and, together with the 2032 Notes, the "Notes") of TopBuild Corp. ("TopBuild"). The Tender Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on June 29, 2026 (the "Expiration Date"). No tenders submitted after the Expiration Date are valid. 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for the Tender Offers and Consent Solicitations, as of the Expiration Date, Notes were validly tendered and not validly withdrawn with respect to (i) $497,723,000 aggregate principal amount of the 2032 Notes, representing approximately 99.54% of the outstanding 2032 Notes, and (ii) $748,093,000 aggregate principal amount of the 2034 Notes, representing approximately 99.75% of the outstanding 2034 Notes. The Company has accepted for purchase all Notes that were validly tendered (and not validly withdrawn) in the Tender Offers and Consent Solicitations. The "Settlement Date" for the Tender Offers and Consent Solicitations is expected to be July 1, 2026, substantially coinciding with, and contingent upon, the expected closing of QXO's acquisition of TopBuild (the "TopBuild Acquisition"). Any eligible holder that validly tendered their Notes at or prior to 5:00 p.m., New York City time, on June 11, 2026 (the "Early Tender Deadline") (and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on June 11, 2026) were accepted for purchase at a price of $1,011.25 per $1,000 of principal amount of such Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Notes up to, but not including, the Settlement Date. Notes validly tendered (and not validly withdrawn) after the Early Tender Deadline but at or prior to the Ex...

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