TopBuild prices $750M senior notes due 2034

TopBuild Corp. disclosed that it has priced a previously announced private offering of $750.0 million aggregate principal amount of senior unsecured notes due 2034.

Rhea-AI Filing Summary

TopBuild Corp. disclosed that it has priced a previously announced private offering of $750.0 million aggregate principal amount of senior unsecured notes due 2034. The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons in offshore transactions under Regulation S of the Securities Act. The company furnished a press release dated September 15, 2025 as an exhibit describing the pricing of this notes offering.

Insights

Corporate finance analyst

TopBuild prices $750.0 million in private 2034 senior notes.

TopBuild Corp. has priced a private offering of $750.0 million in senior unsecured notes due 2034. These are higher-priority debt obligations without specific collateral, sold to institutional and offshore investors under Rule 144A and Regulation S, which is a common route for large corporate debt raises.

The transaction is described as a previously announced offering, and this update focuses on the pricing milestone rather than terms such as interest rate or covenants. The filing also notes that details are provided in a Rule 135c-compliant press release, indicating the company is following the standard disclosure framework for private note offerings.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What did TopBuild (BLD) disclose in this Form 8-K?

TopBuild disclosed that it has priced a previously announced private offering of $750.0 million aggregate principal amount of senior unsecured notes due 2034.

How large is TopBuild's new senior notes offering?

TopBuild's private offering consists of $750.0 million aggregate principal amount of senior unsecured notes due 2034.

Who can purchase the new TopBuild (BLD) senior notes?

The notes are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons in offshore transactions under Regulation S of the Securities Act.

When did TopBuild announce the pricing of these notes?

TopBuild issued a Rule 135c press release on September 15, 2025 describing the pricing of its senior unsecured notes due 2034.

What exhibit is included with this TopBuild (BLD) 8-K?

The 8-K includes Exhibit 99.1, a Rule 135c press release describing the offering pricing of the senior unsecured notes, plus the Inline XBRL cover page as Exhibit 104.

What type of securities is TopBuild offering in this transaction?

TopBuild is offering senior unsecured notes due 2034 in a private offering to eligible institutional and offshore investors.

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

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Accepted by SEC EDGAR 09/15/2025 - 05:07 PM Learn about SEC filing dates

0001633931false00016339312025-09-152025-09-15

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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): September 15, 2025

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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 September 15, 2025, TopBuild Corp., a Delaware corporation, issued a press release in accordance with Rule 135c promulgated under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the pricing of its previously announced private offering of $750.0 million aggregate principal amount of senior unsecured notes due 2034 to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. In accordance with Rule 135c(d), a copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 8.01.

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Item 9.01Financial Statements and Exhibits.

(d) Exhibits

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Exhibit Number		Description
99.1 ​ 104	​	Rule 135c Press Release (offering pricing) dated September 15, 2025. ​ Cover Page Interactive Data File (formatted as Inline XBRL)

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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/ Madeline Otero
		Name:	Madeline Otero
		Title:	Vice President and Chief Accounting Officer (Principal Accounting Officer)
Dated: September 15, 2025

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