TopBuild (NYSE: BLD) to be acquired by QXO in $505-per-share deal
Rhea-AI Filing Summary
TopBuild Corp. has agreed to be acquired by QXO, Inc. in a $17 billion cash-and-stock merger. Each TopBuild share will be valued at $505, a 19.8% premium to the 60‑day average price and 23.1% above the prior close. Shareholders can elect either $505 in cash or 20.2 QXO shares per TopBuild share, subject to proration so that roughly 45% of the total consideration is paid in cash and 55% in QXO stock.
The deal, unanimously approved by both boards, will make TopBuild a wholly owned subsidiary of QXO through a two‑step merger structure and add one TopBuild nominee to QXO’s board. Closing is subject to stockholder approvals, antitrust and other regulatory clearances, effectiveness of QXO’s registration statement, tax opinions and absence of material adverse effects. The merger agreement includes mutual $600 million cash termination fees in specified scenarios, and is supported by a voting agreement with a major QXO stockholder.
QXO expects the combination to be immediately and substantially accretive to its earnings, creating a building products distributor with more than $18 billion of combined revenue and more than $2 billion of combined adjusted EBITDA, and targeting approximately $300 million of synergies by 2030.
Positive
- Attractive premium for TopBuild shareholders: The deal values each TopBuild share at $505, a 19.8% premium to its 60‑day volume‑weighted average price and 23.1% above the prior closing price.
- Scale and earnings accretion for the combined company: QXO projects more than $18 billion of combined revenue, over $2 billion of combined adjusted EBITDA, and expects the transaction to be immediately and substantially accretive to its earnings.
- Meaningful synergy target: QXO expects approximately $300 million of synergies by 2030 from cross‑selling, procurement, logistics and technology efficiencies, potentially enhancing profitability versus standalone plans.
Negative
- Large termination fee risk: The merger agreement includes mutual $600 million cash termination fees payable in specified circumstances, creating significant financial consequences if the deal is terminated.
- Execution and regulatory uncertainties: Closing depends on shareholder approvals, HSR Act expiration and other regulatory clearances, tax treatment as a reorganization, and avoiding material adverse effects or litigation that could delay or derail the transaction.
Insights
QXO’s $17B bid gives TopBuild a sizable premium and scale-driven upside.
The transaction values TopBuild at about $17 billion, or $505 per share, a 19.8% premium to its 60‑day volume‑weighted average price and 23.1% above the last close. Consideration is split roughly 45% cash and 55% QXO stock, giving TopBuild holders both immediate liquidity and ongoing participation in the combined company.
On 2025 figures, TopBuild generated about $6.2 billion of net sales and $1.14 billion of adjusted EBITDA. The purchase price implies 14.9x 2025 adjusted EBITDA before synergies and 11.8x after QXO’s targeted $300 million of synergies by 2030, which include both revenue cross‑selling and cost efficiencies. Management also highlights TopBuild’s longer‑term guidance of $9–$10 billion revenue and $1.7–$2.0 billion adjusted EBITDA by 2030.
For QXO, the deal follows its $2.25 billion Kodiak acquisition and will create a distributor with more than $18 billion combined revenue and over $2 billion adjusted EBITDA. Key dependencies are shareholder approvals, regulatory clearance under the HSR Act and successful integration to realize synergies on the stated 2030 horizon. The mutual $600 million termination fee underscores commitment but also adds financial stakes if either side walks away under specified conditions.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Hart-Scott-Rodino Antitrust Improvements Act regulatory
adjusted EBITDA financial
free cash flow conversion financial
joint proxy statement/prospectus regulatory
termination fee financial
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CURRENT REPORT
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Item 1.01Entry into a Material Definitive Agreement.
Merger Agreement
On April 18, 2026, TopBuild Corp., a Delaware corporation (“TopBuild”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO (“Forward Merger Sub”).
The TopBuild board has unanimously approved the Merger Agreement and has recommended that the stockholders of TopBuild adopt the Merger Agreement. The QXO board has unanimously approved the Merger Agreement and resolved to recommend the approval of the issuance of shares of common stock, par value $0.00001 per share, of QXO (the “QXO Shares”) pursuant to the Merger Agreement (the “QXO Share Issuance”) to QXO’s stockholders.
The Mergers. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will be merged with and into TopBuild (the “Titanium Merger”), with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO and (ii) immediately thereafter, TopBuild will be merged with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Mergers”), with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.
Merger Consideration. Pursuant to the Merger Agreement, at the effective time of the Titanium Merger (the “Titanium Merger Effective Time”), each share of common stock, par value $0.01 per share, of TopBuild (the “TopBuild Shares”) issued and outstanding immediately prior to the Titanium Merger Effective Time (other than (i) TopBuild Shares owned by QXO, Titanium Merger Sub, Forward Merger Sub or any other wholly owned subsidiary of QXO, (ii) TopBuild Shares held in treasury or held by any wholly owned subsidiary of TopBuild (each of the TopBuild Shares in clauses (i) and (ii), a “Cancelled Share” and collectively, “Cancelled Shares”) and (iii) TopBuild Shares held by stockholders of TopBuild who have validly exercised their appraisal rights under the Delaware General Corporation Law), will be automatically converted into the right to receive, pursuant to a properly made election that has actually been received by the exchange agent and not revoked prior to the election deadline to be determined by QXO and TopBuild, and subject to the election and proration procedures set forth in the Merger Agreement, one of the following forms of consideration: (i) an amount in cash equal to $505.00 (the “Cash Consideration”) or (ii) 20.200 QXO Shares (the “Stock Consideration”). TopBuild Shares in respect of which no cash election or stock election is validly made will be deemed to be TopBuild Shares in respect of which stock elections have been made.
The maximum number of TopBuild Shares to be converted into the right to receive the Cash Consideration will be equal to forty-five percent (45%) of the aggregate number of TopBuild Shares issued and outstanding immediately prior to the Titanium Merger Effective Time (other than Cancelled Shares). The maximum number of TopBuild Shares to be converted into the right to receive the Stock Consideration will be equal to fifty-five percent (55%) of the aggregate number of TopBuild Shares issued and outstanding immediately prior to the Titanium Merger Effective Time (other than Cancelled Shares), which maximum number may be increased (but not decreased) by QXO in its sole discretion. As a result, the form of consideration a TopBuild stockholder elects to receive may be adjusted pursuant to the proration procedures set forth in the Merger Agreement such that such TopBuild stockholder may receive, in part, a different form of consideration than the form of consideration elected.
Treatment of Outstanding Equity Awards. Pursuant to the terms of the Merger Agreement:
| (i) | each option to purchase TopBuild Shares outstanding and not yet exercised whether vested or unvested (each, a “TopBuild Option”), shall, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive QXO Shares equal to (a) the total TopBuild Shares subject to such TopBuild Option as of immediately prior to the Titanium Merger Effective Time, multiplied by (b) the quotient obtained by dividing (x) the excess, if any, of (1) the Cash Consideration minus (2) the exercise price per TopBuild Share applicable to such TopBuild Option by (y) $25.00, with such QXO Shares to be delivered as soon as reasonably practicable (but no later than 10 calendar days) after the Titanium Merger Effective Time; |
| (ii) | each outstanding award of TopBuild Shares that is subject to vesting conditions shall be fully vested and the holder thereof shall be entitled to receive the Per Share Merger Consideration (as defined in the Merger Agreement); and |
| (iii) | each (1) outstanding award of restricted stock units for which vesting is solely based on service-based conditions (each, an “RSU Award”) and (2) outstanding award of restricted stock units for which vesting is based on service-based conditions and performance-based conditions (each, a “PSU Award”), will be converted into corresponding QXO equity awards (and, with respect to each PSU Award, with the performance-based vesting condition deemed satisfied at target and being converted into an award of QXO restricted stock units for which vesting is based solely on service-based conditions), in each case, based on an equity award exchange ratio equal to the Stock Consideration. Such converted awards will, in each case, remain subject to the same terms and conditions that applied to such awards (excluding performance-based vesting terms) immediately prior to the Titanium Merger Effective Time; provided that any amounts relating to accrued and unpaid dividend equivalent rights corresponding to an RSU Award or a PSU Award will be converted into dividend equivalent rights on the corresponding QXO equity awards and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger Effective Time will be paid within 30 days following vesting. |
Closing Conditions. The consummation of the Mergers is subject to the satisfaction or waiver of the following closing conditions, including, among other things, (i) adoption by TopBuild’s stockholders of the Merger Agreement (the “TopBuild Stockholder Approval”), (ii) the approval of the QXO Share Issuance by QXO’s stockholders (the “QXO Stockholder Approval”), (iii) the QXO Shares issued as Stock Consideration being approved for listing on the New York Stock Exchange, (iv) the expiration or termination of any applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and other specified regulatory clearances, (v) the absence of any law, order, injunction or decree in effect that restrains, enjoins or otherwise prohibits consummation of the Mergers, (vi) the effectiveness of a registration statement of QXO relating to the registration under the Securities Act of 1933, as amended, of the QXO Share Issuance, (vii) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications, (viii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects, (ix) an opinion of counsel to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and (x) the absence of a material adverse effect with respect to TopBuild or QXO since the date of the Merger Agreement.
Representations, Warranties and Covenants; Non-Solicit; Board Representation. The Merger Agreement contains customary representations, warranties and covenants of TopBuild, QXO, Titanium Merger Sub and Forward Merger Sub, including, among others, covenants by each of TopBuild and QXO regarding the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement and other matters. QXO, TopBuild and their affiliates and representatives are required, among other things, not to solicit alternative acquisition proposals and, subject to certain customary exceptions, not to engage in, authorize or knowingly permit discussions or negotiations regarding an alternative acquisition proposal.
The Merger Agreement also provides that prior to the Titanium Merger Effective Time, QXO will increase the size of its board in order to cause one current member of the TopBuild board to be appointed to the QXO board at the Titanium Merger Effective Time.
Termination; Termination Fee. The Merger Agreement contains certain customary termination rights in favor of each of TopBuild and QXO, including among others, if (i) the QXO Stockholder Approval or the TopBuild Stockholder Approval is not obtained, (ii) prior to the stockholder meeting of the other party, the QXO board or the TopBuild board, as applicable, has changed its recommendation in connection with the Mergers, or has failed to make or reaffirm such recommendation in certain circumstances and (iii) prior to the stockholder meeting of the other party, such party materially breaches its covenants not to solicit alternative proposals. In addition, either TopBuild or QXO may terminate the Merger Agreement if, subject to certain limitations, the Titanium Merger has not been consummated by January 17, 2027. In addition, the Merger Agreement provides that TopBuild and QXO, as the case may be, is obligated to pay the other party a termination fee equal to $600 million in cash under specified circumstances, including in the event (1) the Merger Agreement is terminated by the other party prior to the receipt of such party’s required stockholder approval because such party materially breached its covenants not to solicit alternative proposals, (2) the Merger Agreement is terminated by the other party prior to the stockholder meeting of the other party, in the event the QXO board or the TopBuild board, as applicable, has changed its recommendation in connection with the Mergers, or has failed to make or reaffirm such recommendation in certain circumstances or (3) in certain circumstances, the Merger Agreement is terminated and on or after the date of the Merger Agreement and prior to such termination an acquisition proposal was publicly announced (and not publicly withdrawn) and TopBuild or QXO, as applicable, enters into a definitive agreement with respect to, or consummates the transactions contemplated by, an acquisition proposal within 12 months following such termination.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Merger Agreement and the above description of the Merger Agreement have been included to provide investors and security holders with information regarding the terms of the Merger Agreement and are not intended to provide any other factual information about TopBuild, QXO or their respective subsidiaries or affiliates. The representations and warranties contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each other. Investors should not rely on the representations and warranties contained in the Merger Agreement as characterizations of the actual state of facts or condition of TopBuild, QXO or any of their respective subsidiaries, affiliates or businesses.
Item 8.01Other Events.
Press Release
On April 19, 2026, TopBuild and QXO issued a joint press release announcing TopBuild’s and QXO’s entry into a definitive merger agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Voting Agreement
In connection with the execution of the Merger Agreement, on April 18, 2026, TopBuild entered into a voting agreement (the “Voting Agreement”) with Jacobs Private Equity II, LLC (the “Supporting Stockholder”), under which the Supporting Stockholder agreed, among other things, to vote, or cause to be voted, all of the QXO Shares and Convertible Perpetual Preferred Stock, par value $0.001 per share, of QXO beneficially owned by such Supporting Stockholder in favor of the QXO Share Issuance and any other matter or action necessary for the consummation of the transactions contemplated under the Merger Agreement. The Voting Agreement also contains restrictions on, among other things, the transfer of securities of QXO held by the Supporting Stockholder. The Voting Agreement will terminate in certain circumstances, including upon the effective time of the Forward Merger, the termination of the Merger Agreement in accordance with its terms or the time that the QXO Stockholder Approval has been obtained.
The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Voting Agreement. A copy of the Voting Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Voting Agreement and the above description of the Voting Agreement have been included to provide investors and security holders with information regarding the terms of the Voting Agreement and are not intended to provide any other factual information about the Supporting Stockholder, TopBuild, QXO or their respective subsidiaries or affiliates. The representations and warranties contained in the Voting Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Voting Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each other. Investors should not rely on the representations and warranties contained in the Voting Agreement as characterizations of the actual state of facts or condition of the Supporting Stockholder, TopBuild, QXO or any of their respective subsidiaries, affiliates or businesses.
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
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 a pecuniary interest 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.
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.
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.
(d) Exhibits
Exhibit |
| Description |
2.1 | Agreement and Plan of Merger, dated as of April 18, 2026, by and among QXO, Inc., TopBuild Corp., Titanium MergerCo, Inc. and Titanium MergerCo 2, LLC* | |
10.1 | Voting Agreement, dated as of April 18, 2026, by and between TopBuild Corp. and Jacobs Private Equity II, LLC | |
99.1 | Joint Press Release, dated April 19, 2026 | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
*Schedules and/or exhibits have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. TopBuild agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.
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. | |||
By: | /s/ Luis F. Machado | ||
|
| Name: | Luis F. Machado |
|
| Title: | Vice President, General Counsel and |
Dated: April 20, 2026 |
|
| |
Exhibit 99.1
QXO to Acquire TopBuild for $17 Billion
QXO to Become the Second Largest Publicly Traded Building Products Distributor in North America, with More Than $18 Billion of Combined Company Revenue and More Than $2 Billion of Combined Company Adjusted EBITDA
Landmark Transaction Is Expected to Be Immediately and Substantially Accretive to QXO’s Earnings
GREENWICH, Conn. and DAYTONA BEACH, Fla. — April 19, 2026 — QXO, Inc.
(NYSE: QXO) today announced that it has entered into a definitive agreement to acquire TopBuild Corp. (NYSE: BLD) (“TopBuild”) for approximately $17 billion, significantly expanding QXO’s scale and capabilities across the building products value chain. The transaction is expected to be immediately and substantially accretive to the company’s earnings.
TopBuild is the largest distributor and installer of insulation and related building products in North America. The combination will bring together QXO’s leading positions in roofing, waterproofing, lumber-related building materials, and associated products with TopBuild’s insulation capabilities, creating a higher-margin business with expansive value-added offerings for customers.
The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including approval by the shareholders of TopBuild and QXO. The acquisition is expected to close in the third quarter of 2026.
On April 1, 2026, QXO completed its previously announced acquisition of Kodiak Building Partners (“Kodiak”), a leading distributor of lumber, trusses, and other building materials, for approximately $2.25 billion. Upon completion of the TopBuild transaction, QXO will operate in an addressable market of more than $300 billion and hold leadership positions in key building product verticals in North America:
| ● | #1 in insulation |
| ● | #2 in roofing |
| ● | #1 in waterproofing |
| ● | #1 or #2 in the lumber and building materials sector, in key geographies served |
1
Brad Jacobs, Chairman and Chief Executive Officer of QXO, said: “Over the past 11 months, we’ve built QXO into a market leader through more than $13 billion of acquisitions, closing on Beacon in 2025 and Kodiak earlier this month. TopBuild will be our most significant acquisition yet, making QXO the second largest publicly traded building products distributor in North America, with more than $18 billion of combined company revenue and more than $2 billion of combined company adjusted EBITDA.”
Jacobs continued, “The TopBuild transaction will also give us critical mass in the insulation sector and expand our exposure to large, complex projects like data centers, where scale matters. TopBuild has a deep bench of best-in-class operators, reflected in its industry-leading adjusted EBITDA margin of approximately 18%. We plan to replicate their best practices across QXO, including deploying their ‘special OPS’ teams to continuously improve operational excellence and customer service.”
Robert Buck, Chief Executive Officer of TopBuild, said: “We’re excited to join QXO and combine our leadership in insulation installation and specialty distribution with QXO’s scale, technology, and procurement capabilities. Together, we’ll enhance customer service, unlock meaningful cross-selling opportunities, and drive continued growth and operating efficiency. I’m proud of our team’s track record, including a 10-year sales CAGR of 13% and adjusted EPS CAGR of 31%. Thank you to the entire TopBuild team for delivering these exceptional results.”
Following the acquisition of TopBuild, QXO will have approximately 28,000 employees, 1,150 locations across all 50 U.S. states and seven Canadian provinces, and a fleet size of more than 10,000 vehicles.
Proposed Transaction
The transaction values each TopBuild share at $505, representing a premium of 19.8% to TopBuild’s 60-day volume-weighted average price and 23.1% to TopBuild’s closing price on Friday, April 17, 2026. Under the terms of the agreement, TopBuild stockholders will have the right to elect to receive $505 in cash or 20.2 shares of QXO common stock for each TopBuild share held, subject to proration, on the condition that the total transaction consideration is paid as approximately 45% in cash and 55% in shares of QXO common stock. The maximum cash proceeds will be capped in aggregate at 45% of the transaction consideration. QXO may increase the maximum amount of stock consideration in the transaction if TopBuild stockholders elect to receive more than 55% of the consideration in shares of QXO common stock. Under the terms of the agreement, QXO will expand its board of directors to include one nominee from TopBuild.
In 2025, TopBuild generated approximately $6.2 billion of net sales and approximately $1.14 billion of adjusted EBITDA, in each case adjusted to reflect the full year contribution of acquisitions completed throughout the year. QXO expects to realize approximately $300 million of synergies from the integration of TopBuild by 2030, including revenue synergies from cross- selling an expanded range of integrated solutions, as well as cost synergies from scaled procurement, network optimization, logistics efficiencies, inventory management improvements, and world-class technology.
2
The purchase price of approximately $17 billion represents 14.9 times TopBuild’s 2025 adjusted EBITDA before the impact of expected synergies, and 11.8 times TopBuild’s 2025 adjusted EBITDA after the impact of expected synergies—in both cases adjusted EBITDA reflects the full-year contribution of acquisitions completed throughout 2025.
TopBuild’s management has guided to $9 billion to $10 billion in annual revenue and $1.7 billion to $2.0 billion in annual adjusted EBITDA by 2030, driven by a combination of organic growth and accretive M&A across a $90+ billion addressable market. Additionally, TopBuild management has guided to cumulative free cash flow of $4.2 billion to $5.0 billion from 2026 to 2030. TopBuild’s free cash flow conversion (free cash flow divided by adjusted EBITDA) has consistently been in the 60% to 70% range.
Advisors
Morgan Stanley & Co. LLC is acting as lead financial advisor to QXO, and Barclays and Wells Fargo Securities are acting as additional financial advisors to QXO. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to QXO. Goldman Sachs & Co. LLC and RBC Capital Markets are serving as financial advisors to TopBuild, and Jones Day is acting as legal counsel to TopBuild.
About QXO
QXO, Inc. (NYSE: QXO) is the largest publicly traded distributor of roofing, waterproofing, and related products and the second largest publicly traded distributor of lumber and building materials in North America. QXO is the fastest growing company in the $800 billion building products distribution industry and plans to become the tech-enabled leader by delivering best-in- class customer satisfaction and outsized returns for its shareholders. The company is targeting $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth.
About TopBuild
TopBuild Corp., headquartered in Daytona Beach, Florida, is the largest distributor and installer of insulation and related building products in North America. The company provides installation and distribution services across residential, commercial, and industrial end markets, including insulation used in walls, attics, floors, and roofing assemblies; complementary products such as gutters, fireproofing, and mechanical insulation; and specialized roofing systems for large-scale buildings such as airports, stadiums, and warehouses. TopBuild operates more than 450 locations across the United States and Canada.
Non-GAAP Financial Measures
This communication includes references to financial measures that are prepared other than in accordance with generally accepted accounting principles in the United States (“GAAP”). These non-GAAP financial measures include, but are not limited to, combined company revenue, combined company adjusted EBITDA and adjusted EBITDA. We calculate combined company revenue by adding the 2025 revenue of QXO, Kodiak and TopBuild, in each case adjusted to reflect the full year contribution of acquisitions completed throughout the year.
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We calculate combined company adjusted EBITDA by adding the adjusted EBITDA of QXO, Kodiak and TopBuild, in each case further adjusted to reflect the full year contribution of acquisitions completed throughout the year, where adjusted EBITDA is calculated by each company as net (loss) income excluding depreciation; amortization; interest (income) expense, net; provision for (benefit from) income taxes; and certain other adjustments that are not considered representative of the applicable company’s underlying operations. Any non-GAAP financial measures used in this communication are in addition to, and should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies.
Cautionary Statement Regarding Forward-Looking Statements
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 SEC filings, 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.
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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.
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.
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.
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
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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 potential transaction 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 Contacts:
Media
Joe Checkler joe.checkler@qxo.com
203-609-9650
Steve Lipin
Gladstone Place Partners
212-230-5930
Investors
Mark Manduca mark.manduca@qxo.com
203-321-3889
TopBuild Contacts: Media
FTI Consulting Pat Tucker
pat.tucker@fticonsulting.com
Investors
PI Aquino
pi.aquino@topbuild.com
386-763-8801
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