Filed by QXO, Inc.
Pursuant to Rule 425 under the Securities Act of 1933,
and deemed filed pursuant to
Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: TopBuild Corp.
Commission File No.: 001-36870
QXO
Employee Email from Brad Jacobs
To: All QXO Employees
Subject: Big Acquisition
News
Team –
Today, we announced that QXO has entered
into an agreement to purchase TopBuild, the largest distributor and installer of insulation and related building products in North
America.
This is a significant acquisition that’s
highly complementary to our existing business. By adding TopBuild to our portfolio, we’ll be able to deliver more value to our customers
and increase our presence in key markets throughout North America. Plus, it’ll advance our goal of growing QXO into a $50 billion
company within the decade.
I’ll keep you updated as we progress toward
the transaction’s close, which I expect will occur in the third quarter of the year. In the meantime, thank you for everything you’re
doing to make QXO a strong company, built for long-term success.
Brad
Cautionary Statement Regarding
Forward-Looking Information
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 Corp. (“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 shareholder approvals may not be obtained; (iii) the effect of the pendency
of the proposed acquisition on each of QXO, Inc.’s (“QXO”) 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.
Important Information for Investors and Stockholders
In connection with the proposed acquisition, QXO
expects to file a registration statement on Form S-4 with the SEC containing a preliminary prospectus of QXO that also constitutes a preliminary
joint proxy statement of each of QXO and TopBuild. After the registration statement is declared effective, each of QXO and TopBuild will
mail a definitive joint proxy statement/prospectus to stockholders of QXO and TopBuild, respectively. This communication is not a substitute
for the joint proxy statement/prospectus or registration statement or for any other document that QXO or TopBuild 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 will
be able to obtain free copies of the joint proxy statement/prospectus (when available) 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 will be available
free of charge on QXO’s website at https://investors.qxo.com and copies of the documents filed with the SEC by TopBuild will be
available free of charge on TopBuild’s website at https://www.topbuild.com/investors. Additionally, copies may be obtained by contacting
the investor relations department of QXO or TopBuild.
No Offer or Solicitation
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.
Participants in the Solicitation
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.
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.
The information regarding the interests of such
participants in the solicitation of proxies in respect of the proposed acquisition will be included in the registration statement and
joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
QXO
Internal Website Post
QXO to Acquire TopBuild Corp.
On April 19, 2026, QXO announced it has
entered into an agreement to purchase TopBuild, the largest distributor and installer of insulation and related building products
in North America. When the deal closes, QXO will be the second largest publicly traded building products distributor in North America,
with more than $18 billion in company revenue and more than $2 billion of adjusted EBITDA.
Through its Installation Services business, TopBuild
provides nationwide insulation installation and services. Its Specialty Distribution business supplies contractors with building and mechanical
insulation, accessories, and related products. Its end markets include residential, heavy and light commercial, industrial, and marine.
The acquisition will benefit QXO customers as
we'll be positioned to cross-sell legacy Beacon and Kodiak products and solutions with TopBuild's services and products. Importantly,
the deal will expand QXO's exposure to large, complex projects, such as data centers, where scale makes a difference.
Founded in 2015, TopBuild has a large footprint
in North America and a proven ability to scale:
| · | Headquartered in Daytona Beach, Florida |
Once the acquisition is completed, QXO will hold
leadership positions in key building product categories:
| · | #1 or #2 in key geographies served within lumber
and building materials |
The transaction is expected to close in the third
quarter of 2026.
Cautionary Statement Regarding
Forward-Looking Information
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 shareholder 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.
Important Information for Investors and Stockholders
In connection with the proposed acquisition, QXO
expects to file a registration statement on Form S-4 with the SEC containing a preliminary prospectus of QXO that also constitutes a preliminary
joint proxy statement of each of QXO and TopBuild. After the registration statement is declared effective, each of QXO and TopBuild will
mail a definitive joint proxy statement/prospectus to stockholders of QXO and TopBuild, respectively. This communication is not a substitute
for the joint proxy statement/prospectus or registration statement or for any other document that QXO or TopBuild 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 will
be able to obtain free copies of the joint proxy statement/prospectus (when available) 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 will be available
free of charge on QXO’s website at https://investors.qxo.com and copies of the documents filed with the SEC by TopBuild will be
available free of charge on TopBuild’s website at https://www.topbuild.com/investors. Additionally, copies may be obtained by contacting
the investor relations department of QXO or TopBuild.
No Offer or Solicitation
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.
Participants in the Solicitation
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.
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.
The information regarding the interests of such
participants in the solicitation of proxies in respect of the proposed acquisition will be included in the registration statement and
joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
