Shareholders of QXO (NYSE: QXO) and TopBuild (NYSE: BLD) back merger

Rhea-AI Filing Summary

TopBuild Corp. stockholders approved QXO, Inc.’s acquisition of TopBuild at a virtual special meeting held on June 29, 2026. The merger proposal received 18,198,701 votes for, 5,243,756 against, and 9,119 abstentions, with 23,451,576 shares represented, about 84% of the 28,024,568 shares outstanding as of the record date.

Stockholders also approved, on a non-binding advisory basis, the compensation that may be paid to TopBuild’s named executive officers in connection with the merger, and the adjournment proposal received sufficient support but was not needed. A joint press release stated that approximately 78% of votes cast at TopBuild’s meeting supported adopting the merger agreement, representing about 65% of all outstanding shares, while approximately 99% of votes cast at QXO’s meeting supported issuing QXO shares for the transaction.

The transaction is expected to close on or about July 1, 2026, provided that customary closing conditions are satisfied.

Insights

M&A and corporate governance analyst

Shareholders of both companies strongly backed QXO’s acquisition of TopBuild, clearing the way for closing.

Both TopBuild and QXO obtained decisive shareholder approval for the acquisition structure. At TopBuild’s special meeting, 18,198,701 shares voted for the merger proposal out of 23,451,576 shares present, with quorum representing about 84% of shares outstanding.

The joint press release highlights that about 78% of votes cast at TopBuild’s meeting supported the merger, representing about 65% of all outstanding shares, while approximately 99% of votes cast at QXO’s meeting backed the issuance of QXO stock. The deal is expected to close on or about July 1, 2026, provided that customary closing conditions are satisfied; subsequent disclosures will confirm completion and any integration updates.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Record date shares outstanding: 28,024,568 shares Shares represented at meeting: 23,451,576 shares Merger proposal votes for: 18,198,701 shares +5 more

8 metrics

Record date shares outstanding 28,024,568 shares TopBuild common stock as of May 26, 2026 record date

Shares represented at meeting 23,451,576 shares TopBuild special meeting, about 84% of outstanding

Merger proposal votes for 18,198,701 shares TopBuild Merger Proposal at June 29, 2026 special meeting

Merger proposal votes against 5,243,756 shares TopBuild Merger Proposal at June 29, 2026 special meeting

TopBuild support percentage 78% of votes cast, 65% of outstanding Support for adopting merger agreement at TopBuild meeting

QXO vote support 99% of votes cast Approval of issuance of QXO shares for the transaction

Industry size $800 billion Estimated building products distribution industry size for QXO

QXO revenue target $50 billion annual revenue QXO target within the next decade

Key Terms

Agreement and Plan of Merger, non-binding advisory basis, Regulation FD Disclosure, forward-looking statements, +2 more

6 terms

Agreement and Plan of Merger financial

"to adopt the Agreement and Plan of Merger, dated as of April 18, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

non-binding advisory basis financial

"a proposal to approve, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Regulation FD Disclosure regulatory

"Item 7.01Regulation FD Disclosure."

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

forward-looking statements regulatory

"This communication contains forward-looking statements."

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.

termination fee financial

"condition that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 04:50 PM Accepted by SEC EDGAR 06/29/2026 - 04:50 PM Learn about SEC filing dates

0001633931false00016339312026-06-292026-06-29

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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 29, 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:

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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 5.07Submission of Matters to a Vote of Security Holders.

On June 29, 2026, at 9:00 a.m., Eastern Time, TopBuild Corp. (the “Company”) held a virtual special meeting of the Company’s stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on and approved a proposal (the “TopBuild Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of April 18, 2026 (the “Merger Agreement”), by and among the Company, QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of QXO (“Forward Merger Sub”), pursuant to which, subject to the terms and conditions set forth therein, (a) Titanium Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of QXO (the “Titanium Merger”), and (b) immediately following the Titanium Merger, the Company will merge with and into Forward Merger Sub, with Forward Merger Sub continuing as the surviving company (together with the Titanium Merger, the “Mergers”). Prior to the Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) to its stockholders describing (i) the Special Meeting, (ii) the Mergers, (iii) the TopBuild Merger Proposal, (iv) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Mergers and as contemplated by the Merger Agreement (the “TopBuild Compensation Proposal”), (v) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “TopBuild Adjournment Proposal”) and (vi) related information. The Joint Proxy Statement/Prospectus was filed with the U.S. Securities and Exchange Commission on May 29, 2026.

As of the close of business on May 26, 2026, the record date for the Special Meeting, there were 28,024,568 shares of the Company’s common stock issued and outstanding. At the Special Meeting, 23,451,576 shares of the Company’s common stock were represented by proxy or by attending the Special Meeting, representing approximately 84% of the Company’s common stock outstanding as of the record date, which constituted a quorum to conduct business at the Special Meeting. Virtual attendance at the Special Meeting constituted presence in person for purposes of satisfying the quorum and voting requirements. The following are the final voting results on the TopBuild Merger Proposal, the TopBuild Compensation Proposal and the TopBuild Adjournment Proposal, each of which is more fully described in the Joint Proxy Statement/Prospectus.

TopBuild Merger Proposal: The number of shares voted “For” or “Against,” as well as abstentions, with respect to the TopBuild Merger Proposal presented at the Special Meeting were:

For		Against		Abstain
18,198,701		5,243,756		9,119

TopBuild Compensation Proposal: The number of shares voted “For” or “Against,” as well as abstentions, with respect to the TopBuild Compensation Proposal presented at the Special Meeting were:  

For		Against		Abstain
27,705,362		1,711,507		34,707

TopBuild Adjournment Proposal: The number of shares voted “For” or “Against,” as well as abstentions, with respect to the TopBuild Adjournment Proposal presented at the Special Meeting were:  

For		Against		Abstain
19,696,549		3,742,610		12,417

With respect to the TopBuild Adjournment Proposal, although the TopBuild Adjournment Proposal would have received sufficient votes to be approved, no motion was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

Because each of the TopBuild Merger Proposal, the TopBuild Compensation Proposal and the TopBuild Adjournment Proposal were “non-routine” under applicable rules of the New York Stock Exchange, brokers, banks and other nominees did not have discretionary authority to vote on any such proposals and were not able to vote on any such proposals absent instructions from the beneficial owner. Accordingly, there were not any broker non-votes at the Special Meeting.

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Item 7.01Regulation FD Disclosure.

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On June 29, 2026, the Company and QXO issued a joint press release announcing the results of the voting at their respective special meetings of stockholders each held on June 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

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The information in the joint press release and in this Item 7.01 is “furnished” and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.  Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act except to the extent such other filing specifically incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No.	​	Description
99.1	​	Joint Press Release, dated June 29, 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 29, 2026

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Exhibit 99.1

QXO and TopBuild Stockholders Overwhelmingly Approve QXO’s Acquisition of TopBuild

GREENWICH, Conn. and DAYTONA BEACH, Fla. – June 29, 2026 – QXO, Inc. (NYSE: QXO) (“QXO”) and TopBuild Corp. (NYSE: BLD) (“TopBuild”) today announced that stockholders of both companies overwhelmingly approved all proposals required for QXO to complete its acquisition of TopBuild at the companies’ respective Special Meetings held today.

Approximately 99% of the votes cast at QXO’s Special Meeting were in favor of approving the issuance of shares of QXO common stock in connection with the transaction. Approximately 78% of the votes cast at TopBuild’s Special Meeting were cast in favor of adopting the merger agreement, representing approximately 65% of all outstanding shares.

The transaction is expected to close on or about July 1, 2026, provided that customary closing conditions are satisfied.

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 revenue within the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.

About TopBuild

TopBuild Corp. is North America’s largest distributor and installer of insulation and related building products. 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. Visit TopBuild.com for more information. 

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; (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

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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.

QXO Contacts:

Media

Joe Checkler joe.checkler@qxo.com 203-609-9650

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Investors

Mark Manduca mark.manduca@qxo.com 203-321-3889

TopBuild Contacts:

Media

FTI Consulting

Pat Tucker

pat.tucker@fticonsulting.com

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Investors

PI Aquino

pi.aquino@topbuild.com

386-763-8801

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FAQ

What did TopBuild (BLD) stockholders approve at the June 29, 2026 special meeting?

TopBuild stockholders approved the merger agreement under which QXO will acquire TopBuild. The merger proposal received 18,198,701 votes for, 5,243,756 against, and 9,119 abstentions, clearing a key condition for the transaction to proceed toward closing.

How strong was shareholder support for the TopBuild–QXO merger?

Support was high. The press release states approximately 78% of votes cast at TopBuild’s meeting were in favor, representing about 65% of all outstanding shares. At QXO’s meeting, approximately 99% of votes cast backed issuing QXO common stock for the acquisition.

What quorum was present at TopBuild’s June 29, 2026 special meeting?

Quorum was robust. Of 28,024,568 TopBuild common shares outstanding as of the May 26, 2026 record date, 23,451,576 shares were represented at the special meeting, about 84% of shares outstanding. This satisfied the quorum requirement for conducting business and voting.

When is QXO’s acquisition of TopBuild expected to close?

The transaction is expected to close on or about July 1, 2026, provided that customary closing conditions are satisfied. These conditions typically include regulatory clearances and other contractual requirements described in the merger agreement and related disclosure documents.

What other proposals did TopBuild (BLD) stockholders vote on?

Stockholders voted on a non-binding advisory proposal regarding compensation that may be paid to named executive officers in connection with the merger, and an adjournment proposal. Both received sufficient support; however, no adjournment motion was made because it was determined not to be necessary or appropriate.

What is QXO’s position in the building products distribution industry?

QXO is described as 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. It operates in an estimated $800 billion building products distribution industry.

What growth target has QXO set for its future revenue?

QXO is targeting $50 billion in annual revenue within the next decade. The company plans to pursue this goal through a combination of accretive acquisitions and organic growth, aiming to become a tech-enabled leader in building products distribution with strong customer satisfaction.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 15.0 KB

Other Documents

• EX-101 EX-101.SCH 2.8 KB
• EX-101 EX-101.LAB 15.0 KB
• EX-101 EX-101.PRE 10.1 KB