QXO, Inc. 8-K

What Happened

• On April 1, 2026, QXO completed its previously announced merger in which its merger subsidiary merged into Kodiak, making Kodiak an indirect, wholly owned subsidiary of QXO. At the effective time QXO paid Kodiak stockholders $2,000,000,000 in cash (subject to customary adjustments) and issued 13,157,895 shares of QXO common stock as merger consideration. QXO retains a contractual right to repurchase those Consideration Shares for $40 per share under the Merger Agreement.
• Also on April 1, 2026 QXO filed a Certificate of Designations to establish Series C Convertible Perpetual Preferred Stock (the “Series C Preferred Stock”), which became effective upon filing.

Key Details

• Merger consideration: $2,000,000,000 cash (adjustable) + 13,157,895 QXO common shares; certain Kodiak employees entered Rollover Agreements and reinvested part of their after‑tax cash into QXO common stock.
• Repurchase right: QXO may repurchase the Consideration Shares for $40.00 per share, subject to Merger Agreement terms.
• Series C terms: stated value $10,000 per share; dividend rate 4.75% per annum (cash and/or stock, as permitted), payable quarterly beginning June 30, 2026.
• Conversion and protections: holders may convert Series C into QXO common stock at an initial conversion price of $23.25/share (with anti‑dilution protections); on certain fundamental changes QXO may need to increase conversion rate (make‑whole) or offer to redeem Series C for stated value plus accrued dividends.
• Governance and rights: Series C votes with common stock on an as‑converted basis; while Series C remains outstanding, certain restrictions apply (e.g., limits on common dividends and share repurchases without Series C holder approval). Liquidation preference is the greater of stated value plus accrued dividends or the as‑converted value.

Why It Matters

• The transaction meaningfully changes QXO’s capital structure and ownership mix by adding Kodiak as a subsidiary and issuing significant consideration (cash and stock). The repurchase right and employee rollovers affect share count and potential future stock movements.
• The new Series C Preferred creates a class of preferred stock with fixed dividend obligations, conversion rights, and protective features that can restrict dividends or repurchases of common stock while outstanding—factors investors should consider when assessing dilution, dividend prospects, and corporate actions.
• Investors should monitor subsequent filings for adjustments to merger consideration, the total number of Series C shares issued (and any related fundraising), and any corporate actions affected by Series C consent rights.