QXO, Inc. has issued supplemental disclosures related to its pending merger with TopBuild Corp. This action follows a stockholder lawsuit filed on June 8, 2026, which alleged that the company's board of directors failed to provide all material information in the joint proxy statement. While QXO denies the allegations, it is providing the additional information to avoid potential delays to the merger and minimize litigation costs.
Key Details
- Litigation: A class-action complaint, Thompson v. QXO, Inc. et al., was filed in Delaware, alleging breaches of fiduciary duties by QXO's board regarding merger disclosures.
- Company Response: QXO believes the original proxy statement was sufficient but is voluntarily supplementing it to mitigate litigation risk and ensure the merger proceeds without delay. The special stockholder meeting to vote on the merger remains scheduled for June 29, 2026.
- Supplemental Information: The new disclosure clarifies fees paid to its financial advisor, Morgan Stanley. QXO paid Morgan Stanley between $85 million and $110 million in the past two years and estimates it will receive an additional $19 million to $21 million for services related to the merger financing.
- Board Recommendation: The QXO Board of Directors continues to unanimously recommend that stockholders vote in favor of the merger.