[8-K] TopBuild Corp. Reports Material Event

Rhea-AI Filing Summary

TopBuild Corp. (NYSE: BLD) filed a Form 8-K on July 8, 2025 announcing a material event under Item 8.01. The company has signed a definitive agreement to acquire PR Midco LLC, doing business as Progressive Roofing. The filing states that completion of the transaction is subject to customary closing conditions, including expiration or termination of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976. No purchase price, financing details, expected closing date or projected financial impact were provided in the 8-K. The press release that contains additional information is filed as Exhibit 99.1 and is incorporated by reference. Other than the proposed acquisition, no additional financial statements or pro-forma data were included in this report. The company did not provide earnings data or revise its financial outlook in connection with this announcement.

Positive

• Strategic expansion: Signing a definitive agreement to acquire Progressive Roofing indicates continued growth via acquisitions.

Negative

• Lack of financial disclosure: No purchase price, funding structure, or earnings impact was provided, limiting investor visibility.
• Regulatory uncertainty: Closing is contingent on the Hart-Scott-Rodino waiting period and other customary conditions.

Insights

M&A Specialist

TL;DR: TopBuild signs deal to buy Progressive Roofing; terms undisclosed, closing conditional on HSR clearance.

The 8-K discloses only that a definitive agreement exists and that normal regulatory approvals are required. Without price or financing details, investors cannot yet quantify the accretion, leverage impact, or potential synergies. Nevertheless, acquisitions have historically been a core growth driver for TopBuild, so the announcement signals continued consolidation strategy. Because the deal is not closed and lacks valuation metrics, I consider the immediate market impact moderate and information content limited.

Equity Analyst

TL;DR: Transaction aligns with TopBuild’s expansion strategy but lacks financial specifics, keeping outlook unchanged for now.

From an equity perspective, the filing confirms management’s intent to broaden its service portfolio into commercial roofing, potentially enhancing cross-selling opportunities. That said, the absence of purchase price, revenue contribution, or EPS guidance prevents modeling effects on earnings or leverage. Regulatory clearance is a routine hurdle but introduces timing uncertainty. Until more details emerge, the disclosure is strategically positive yet financially indeterminate, warranting a neutral impact rating.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549​FORM 8-K​​CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934​Date of report (Date of earliest event reported): July 8, 2025​​TopBuild Corp.​(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)

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

​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). ​Emerging growth company ☐​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.  

On July 8, 2025, TopBuild Corp., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing that it had entered into a definitive agreement to acquire PR Midco LLC, a Delaware limited liability company doing business as Progressive Roofing (the “Transaction”).  The consummation of the Transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Press Release, which is attached as Exhibit 99.1 of this Current Report on Form 8-K, is incorporated by reference in this Item 8.01.Item 9.01. Financial Statements and Exhibits.​(d) Exhibits​

Exhibit Number		Description
99.1		Press release issued by TopBuild Corp., dated July 8, 2025, announcing that it had entered into a definitive agreement to acquire Progressive Roofing.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES​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.​

​	TOPBUILD CORP.
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​	By:	/s/ Madeline Otero
		Name:	Madeline Otero
		Title:	Vice President and Chief Accounting Officer (Principal Accounting Officer)
Dated: July 8, 2025

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FAQ

What did TopBuild Corp. (BLD) announce on July 8, 2025?

TopBuild signed a definitive agreement to acquire PR Midco LLC, operating as Progressive Roofing.

Which exhibit contains additional information about the Progressive Roofing acquisition?

The related press release is filed as Exhibit 99.1.

What conditions must be satisfied before the acquisition closes?

Customary closing conditions, including expiration or termination of the Hart-Scott-Rodino Act waiting period.

Did TopBuild disclose the purchase price or expected financial impact?

No, the 8-K does not include any financial terms or projected impact.

Was any earnings guidance or financial statement included in this 8-K?

No earnings data or financial statements accompanied the filing; only the transaction announcement was reported.