TopBuild sets June 29 deadline for election of deal consideration

TopBuild Corp. and QXO, Inc. issued a joint press release stating that the deadline for TopBuild stockholders of record to elect their form of consideration in connection with QXO’s proposed acquisition of TopBuild is 5:00 p.m., Eastern Time on June 29, 2026.

Rhea-AI Filing Summary

TopBuild Corp. and QXO, Inc. issued a joint press release stating that the deadline for TopBuild stockholders of record to elect their form of consideration in connection with QXO’s proposed acquisition of TopBuild is 5:00 p.m., Eastern Time on June 29, 2026. The filing notes that QXO’s Form S-4 was declared effective by the SEC on May 29, 2026 and that the definitive joint proxy statement/prospectus has been mailed to stockholders. The notice reiterates standard forward-looking statement cautions and directs holders to the joint proxy statement/prospectus for complete information.

Insights

Mergers & Acquisitions Attorney

Deadline for election set; S-4 effective May 29, 2026.

The filing confirms the election deadline of June 29, 2026 for form-of-consideration choices in the proposed QXO acquisition of TopBuild. It reiterates that the SEC declared the joint Form S-4 effective on May 29, 2026, and that the definitive joint proxy statement/prospectus has been distributed to stockholders.

Key dependencies include receipt of required stockholder approvals and satisfaction of closing conditions stated in the joint proxy statement. Any changes to those conditions or litigation/regulatory actions identified in the filings could affect timing or consummation.

Corporate Governance Specialist

Proxy mailing underway; holders directed to review S-4/proxy materials.

The disclosure reminds stockholders to review the joint proxy statement/prospectus for complete details on the election mechanics, directors’ and officers’ interests, and voting procedures. It references prior proxy filings for each company with security ownership and compensation information.

Practical points: stockholders should follow the instructions in the mailed materials for voting and electing consideration; any post-mailing changes to holdings will be reflected via Forms 4 as noted in the disclosure.

Key Figures

Election deadline: June 29, 2026, 5:00 p.m. Eastern Form S-4 effective date: May 29, 2026 Mailing date: on or about May 29, 2026

3 metrics

Election deadline June 29, 2026, 5:00 p.m. Eastern Deadline for TopBuild stockholders to elect form of consideration

Form S-4 effective date May 29, 2026 SEC declared QXO's registration statement on Form S-4 effective

Mailing date on or about May 29, 2026 Commencement of mailing definitive joint proxy statement/prospectus to stockholders

Key Terms

Form S-4, joint proxy statement/prospectus, forward-looking statements

3 terms

Form S-4 regulatory

"QXO has filed a registration statement on Form S-4 (File No. 333-295973)"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

joint proxy statement/prospectus regulatory

"the definitive joint proxy statement/prospectus to stockholders of QXO and TopBuild"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

forward-looking statements financial

"This communication contains forward-looking statements... the expected timing of the closing of the proposed acquisition"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the TopBuild (BLD) deadline to elect consideration for the QXO acquisition?

TopBuild stockholders must elect their form of consideration by 5:00 p.m. Eastern on June 29, 2026. The joint press release reiterates that voting and election instructions are in the definitive joint proxy statement/prospectus mailed beginning on May 29, 2026.

Has the S-4 for the QXO-TopBuild deal been declared effective?

Yes. QXO’s registration statement on Form S-4 was declared effective by the SEC on May 29, 2026. The effectiveness coincided with mailing of the definitive joint proxy statement/prospectus to each company’s stockholders beginning on or about May 29, 2026.

Where can BLD stockholders find the joint proxy statement and prospectus?

Stockholders can obtain free copies from the SEC website and the companies’ investor sites. The release lists www.sec.gov, QXO’s investor site at https://investors.qxo.com and TopBuild’s investor site at https://www.topbuild.com/investors for the definitive materials.

Will TopBuild management participate in the solicitation for the QXO acquisition?

Yes. TopBuild and certain of its directors and executive officers may be participants in the solicitation. The filing points to TopBuild’s Schedule 14A proxy disclosures filed March 17, 2026 for information on directors’ and officers’ interests and holdings.

Does the disclosure include forward-looking statements about the proposed deal?

Yes. The filing contains forward-looking statements about timing, benefits, synergies, and risks. It lists specific risk factors including the possibility the transaction may not close, required stockholder approvals, financing, litigation, regulatory matters, and other routine deal risks.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 04:45 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of report (Date of earliest event reported): June 4, 2026

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TopBuild Corp.

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(Exact name of registrant as specified in its charter)

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Delaware	​	001-36870	​	47-3096382
(State or other Jurisdiction of	​	(Commission	​	(IRS Employer
Incorporation)	​	File Number)	​	Identification No.)

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475 North Williamson Boulevard Daytona Beach, Florida	​	32114
(Address of Principal Executive Offices)	​	(Zip Code)

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Registrant’s telephone number, including area code: (386) 304-2200

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☒Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BLD	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01. Other Events.

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On June 4, 2026, TopBuild Corp. (“TopBuild”) and QXO, Inc. (“QXO”) issued a joint press release (the “Joint Press Release”) announcing that the deadline for TopBuild stockholders of record to elect the form of consideration that they wish to receive in connection with the acquisition of TopBuild by QXO is 5:00 p.m., Eastern Time on June 29, 2026.

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A copy of the Joint Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

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Cautionary Statement Regarding Forward-Looking Information

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This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition, including the risk that the required stockholder approvals may not be obtained; (iii) the effect of the pendency of the proposed acquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers, or on operating results or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive or technological changes; (ix) QXO’s ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties set forth in QXO’s and TopBuild’s filings with the Securities and Exchange Commission (the “SEC”), including each company’s Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent Quarterly Reports on Form 10-Q. Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. Neither QXO nor TopBuild undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

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Important Information for Investors and Stockholders

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In connection with the proposed acquisition, QXO has filed a registration statement on Form S-4 (File No. 333-295973) with the SEC containing a prospectus of QXO that also constitutes a joint proxy statement of each of QXO and TopBuild. The registration statement, as amended, was declared effective by the SEC on May 29, 2026. Each of QXO and TopBuild commenced mailing copies of the definitive joint proxy statement/prospectus to stockholders of QXO and TopBuild, respectively, on or about May 29, 2026. QXO and TopBuild may also file other documents with the SEC regarding the proposed acquisition. This communication is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that QXO or TopBuild has filed or may file with the SEC in connection with the proposed acquisition. INVESTORS AND SECURITY HOLDERS OF QXO AND TOPBUILD ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies

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of the joint proxy statement/prospectus and other documents filed with the SEC by QXO or TopBuild through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by QXO are available free of charge on QXO’s website at https://investors.qxo.com and copies of the documents filed with the SEC by TopBuild are available free of charge on TopBuild’s website at https://www.topbuild.com/investors. Additionally, copies may be obtained by contacting the investor relations departments of QXO or TopBuild.

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No Offer or Solicitation

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This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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Participants in the Solicitation

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TopBuild and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from TopBuild’s stockholders in connection with the proposed acquisition. Information regarding TopBuild’s directors and its executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Common Stock Ownership of Officers, Directors and Significant Shareholders,” “Compensation Committee Report,” and “Director Compensation” contained in TopBuild’s definitive proxy statement on Schedule 14A for TopBuild’s 2026 annual meeting of stockholders, which was filed with the SEC on March 17, 2026. To the extent holdings of TopBuild’s securities by its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial Ownership on Form 4 filed with the SEC.

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QXO and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from QXO’s stockholders in connection with the proposed acquisition. Information regarding QXO’s directors and its executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation,” and “Director Compensation” contained in QXO’s definitive proxy statement on Schedule 14A for QXO’s 2026 annual meeting of stockholders, which was filed with the SEC on March 24, 2026. To the extent holdings of QXO’s securities by its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial Ownership on Form 4 filed with the SEC.

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The information regarding the interests of such participants in the solicitation of proxies in respect of the proposed acquisition is included in the registration statement and joint proxy statement/prospectus and may also be included in other relevant materials filed with the SEC.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No.	​	Description
99.1	​	Joint Press Release issued by TopBuild Corp. and QXO, Inc., dated June 4, 2026.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	TOPBUILD CORP.
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​	By:	/s/ Luis F. Machado
		Name:	Luis F. Machado
		Title:	Vice President, General Counsel and Corporate Secretary
Dated: June 4, 2026

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