Current Report · Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 · 8-K

QXO BUILDING PRODUCTS, INC.

Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Filed Apr 29, 2025Accepted Apr 29, 2025, 12:05 PM EDTCIK 1124941Accession 0001213900-25-036794

Company context

Founded in 1928, Beacon is a Fortune 500 company specializing in the distribution of roofing and complementary building products, including siding and waterproofing. The company operates over 580 branches throughout all 50 states in the U.S. and 7 provinces in Canada. Beacon serves an extensive base of nearly 110,000 customers, utilizing its vast branch network and service capabilities to provide high-quality products and support throughout the entire project lifecycle. Beacon offers its own private label brand, TRI-BUILT®, and has a proprietary digital account management suite, Beacon PRO+®, which allows customers to manage their businesses online. Visit www.becn.com for more information.

Recent company filings

Disclosure sections

Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events In connection with the transactions contemplated by the Merger Agreement: (i) on March 28, 2025, the Company caused to be issued to the holders of its $300,000,000 aggregate principal amount of 4.500% Senior Secured Notes due 2026 (the “2026 Notes”) a notice of conditional redemption to redeem on April 29, 2025 (the “2026 Notes Redemption Date”) all of the 2026 Notes then outstanding at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed plus accrued and unpaid interest to, but excluding, the 2026 Notes Redemption Date; (ii) on April 17, 2025, the Company caused to be issued to the holders of its $350,000,000 aggregate principal amount of 4.125% Senior Notes due 2029 (the “2029 Notes”) a notice of conditional redemption to redeem on May 15, 2025 (the “2029 Notes Redemption Date”) all of the 2029 Notes then outstanding at a redemption price equal to 101.031% of the principal amount of the 2029 Notes redeemed plus accrued and unpaid interest to, but excluding, the 2029 Notes Redemption Date; and (iii) on April 17, 2025, the Company caused to be issued to the holders of its $600,000,000 aggregate principal amount of 6.500% Senior Secured Notes due 2030 (the “2030 Notes” and, together with the 2026 Notes and the 2029 Notes, the “Notes”) a notice of conditional redemption to redeem on April 29, 2025 (the “2030 Notes Redemption Date”) all of the 2030 Notes then outstanding at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed plus a “make-whole” premium as described in the indenture governing the 2030 Notes plus accrued and unpaid interest to, but excluding, the 2030 Notes Redemption Date. The Company’s obligations to redeem the 2026 Notes, the 2029 Notes and the 2030 Notes was conditioned upon the consummation of Merger on or prior to the applicable redemption date (the “Merger Condition”). On April 29, 2025, the Merger Condition was satisfied, and the Company redeemed all outstanding 2026 Notes and 2030 Notes and caused to be deposited with the trustee for the 2029 Notes sufficient funds for the redemption of the 2029 Notes on the 2029 Notes Redemption Date. Upon redemption of the 2026 Notes and the 2030 Notes and the deposit of the funds for the redemption of the 2029 Notes, each of the indentures governing each series of Notes (each, an “Indenture”) was satisfied and discharged, and, as a result, each of the Company and its subsidiary guarantors has been released from its respective obligations with respect to each Indenture and each series of Notes, except with respect to those provisions of each Indenture that, by their respective terms, survive the satisfaction and discharge of such Indenture.