Every 8-K that TopBuild Corp. (BLD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BLD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BLD filings page.
QXO, Inc. completed its acquisition of TopBuild Corp., now QXO Insulation, LLC, in a cash-and-stock merger. Each TopBuild share was converted into either $505.00 in cash or 20.200 QXO shares, subject to proration. Based on elections by holders of about 91.0% of TopBuild shares, those shares will receive roughly $249.67 in cash and 10.212 QXO shares per share, subject to final exchange‑agent calculations.
To finance the deal, QXO subsidiaries entered into multiple new debt arrangements: $1.5 billion of 6.500% senior notes due 2031, $1.5 billion of 6.875% senior notes due 2034, $2.25 billion of 6.75% senior secured notes due 2032, a $3.0 billion incremental term loan facility, and an asset‑based revolving credit facility with up to $2,000 million of borrowing availability. These obligations are guaranteed by TopBuild and its subsidiaries and secured by first‑ and second‑priority liens on defined collateral pools.
TopBuild’s prior credit agreement was fully repaid and terminated. Nearly all of its outstanding 2032 and 2034 notes (99.54% and 99.75%, respectively) were purchased and cancelled, and remaining 2029, 2032 and 2034 notes were redeemed at 100.000% or 101.125% of principal plus accrued interest. TopBuild shares were suspended from NYSE trading and are being delisted and deregistered, and all former directors and executive officers departed as a result of the merger.
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.
TopBuild Corp. is notifying investors about a temporary trading blackout tied to its previously announced merger with QXO, Inc. Under SEC and ERISA rules, a blackout will affect the TopBuild Corp. 401(k) Plan while merger-related reconciliations are handled.
The blackout period is expected to begin on June 24, 2026 and end during the week ending July 18, 2026, with a pre-merger blackout on TopBuild stock transactions in the plan expected to end on July 1, 2026. During this time, plan participants will have limited ability to trade, transfer, or receive distributions involving the TopBuild Stock Fund (and, after closing, the QXO Stock Fund).
Directors and executive officers are separately barred from purchasing, selling, or transferring TopBuild equity securities acquired in connection with their service during the pre-merger blackout, subject to limited exceptions such as qualifying dividend reinvestment plans, certain Rule 10b5-1 plans, and bona fide gifts.
TopBuild Corp. entered into two supplemental indentures with U.S. Bank Trust Company to amend its 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034. The amendments will remove change-of-control repurchase rights tied to the QXO acquisition, strip most restrictive covenants, ease defeasance conditions, and leave only payment-related events of default.
The supplemental indentures are already effective, but these changes will apply only if notes tendered in QXO’s related tender offers are accepted and paid for and other specified conditions, including a merger condition described in the Offer to Purchase, are satisfied. If not, the prior indenture terms will continue to govern.
TopBuild Corp. announced that its stockholders must choose their QXO merger payout by 5:00 p.m. Eastern Time on June 29, 2026.
For each TopBuild share, holders may elect either $505.00 in cash or 20.200 shares of QXO common stock, subject to election and proration procedures described in the merger agreement and joint proxy statement/prospectus.
Stockholders who do not make a proper election will receive QXO stock, with cash paid instead of any fractional QXO share. The communication also reiterates standard forward‑looking statements, proxy, and solicitation disclosures related to the pending acquisition.
TopBuild Corp. plans to redeem the entire $400 million aggregate principal amount of its 3.625% Senior Notes due 2029. The company has instructed the trustee to send a conditional redemption notice setting July 1, 2026 as the redemption date, at a redemption price equal to 100.000% of principal plus accrued and unpaid interest.
This redemption is expressly conditioned on obtaining the stockholder approvals needed to complete the proposed acquisition of TopBuild under the Agreement and Plan of Merger dated April 18, 2026 with QXO, Inc. and its subsidiaries, or on TopBuild’s written waiver of that approval condition. The communication emphasizes that it is not itself a notice of redemption and includes extensive cautionary language about forward-looking statements and risks that could prevent either the acquisition or the redemption from occurring.
TopBuild Corp. reported first quarter 2026 net sales of $1.45 billion, up 17.2% from the prior-year period, driven mainly by acquisitions, including SPI and Progressive Roofing. Same-branch residential and commercial/industrial revenue declined, reflecting weaker residential and light commercial construction.
GAAP net income fell to $104.8 million from $123.4 million, with diluted EPS down to $3.73 from $4.23, as operating and EBITDA margins compressed despite higher sales. Adjusted EBITDA was $238.6 million, up modestly from $234.8 million, with adjusted EBITDA margin at 16.5% versus 19.0% a year earlier.
The company completed four acquisitions year-to-date 2026 adding about $83.8 million of annual revenue and signed a definitive agreement to acquire Comfort Pro, with roughly $6 million in annual sales. Management reiterated its M&A focus and highlighted progress integrating SPI, while noting plans to combine with QXO to pursue cross-selling, procurement, and digital initiatives.
TopBuild Corp. filed a current report stating it will release its first quarter 2026 financial results before 7:00 a.m. Eastern time on Tuesday, May 5, 2026. The company also explained that, in light of the QXO acquisition announced on April 19, 2026, it no longer plans to host a conference call on that day to discuss the results.
TopBuild Corp. held its Annual Meeting of Shareholders on April 27, 2026, where shareholders elected all nominated directors to serve until the 2027 annual meeting. Support for each director ranged around 24.6–25.1 million votes "For," with broker non-votes of 969,604 on each director item.
Shareholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 25,970,412 votes "For" and 620,607 "Against." In addition, they approved, on an advisory basis, the compensation of the company’s named executive officers, receiving 24,469,791 votes "For" and 1,124,622 "Against."
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.
TopBuild Corp. reported that Joseph M. Viselli, its Vice President and Chief Growth Officer, plans to retire effective June 30, 2026. He notified the company on April 17, 2026. Viselli will remain until his retirement to help transition his responsibilities, and the company states his decision is for personal reasons and not due to any disagreement.
TopBuild Corp. has promoted John Achille from Chief Operating Officer to President and Chief Operating Officer, effective immediately. He will continue overseeing day-to-day operations of the Installation Services and Specialty Distribution businesses and will also lead the Supply Chain organization and all growth initiatives, including mergers and acquisitions.
Achille will keep reporting to CEO Robert Buck. He joined TopBuild in 2021 through the acquisition of American Building Systems and has since held senior roles across several business units, which the company highlights as strong preparation for this expanded leadership position.
TopBuild Corp. reported mixed fourth quarter and full-year 2025 results driven largely by acquisitions. Fourth quarter sales reached $1.49 billion, up 13.2% from 2024, as the SPI and Progressive Roofing deals offset weaker residential and light commercial new construction. Adjusted EBITDA for the quarter was $265.2 million with a 17.9% margin, while reported net income fell to $104.5 million, or $3.71 per diluted share.
For 2025, sales edged up to $5.41 billion, but net income declined to $521.7 million and adjusted EBITDA to $1.04 billion, reflecting higher SG&A, interest expense, and integration costs. The company completed seven acquisitions adding about $1.20 billion in annual revenue and repurchased 1.37 million shares for $434.2 million, funded alongside a step-up in long-term debt to $2.78 billion.
Looking to 2026, TopBuild guides to sales of $5.925–$6.225 billion and adjusted EBITDA of $1.005–$1.155 billion. Management assumes a mid–single digit residential sales decline, low–single digit commercial and industrial growth, and $800–$850 million in M&A-driven sales contribution, with acquisitions remaining the top capital priority.
TopBuild Corp. filed a Form 8-K to share that it has issued a press release announcing its financial results for the quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1 and is referenced under both Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).
The company specifies that the information in the press release and these items is being “furnished” rather than “filed,” which means it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other SEC filings unless specifically referenced. The Form 8-K also includes Exhibit 104, the cover page interactive data file formatted as Inline XBRL.
TopBuild Corp. filed a current report to disclose that it has completed the acquisition of SPI LLC, which does business as Specialty Products & Insulation. The company announced the closing of this transaction in a press release dated October 8, 2025, which is included as an exhibit to the report. This marks the formal completion of the Specialty Products & Insulation acquisition and adds that business to TopBuild’s operations.
TopBuild Corp. entered into a material financing agreement by completing a private offering of $750.0 million aggregate principal amount of 5.625% Senior Notes due 2034. The notes bear interest at 5.625% per year from September 25, 2025, payable semiannually starting on July 31, 2026, and mature on January 31, 2034 unless redeemed or repurchased earlier.
The notes are senior unsecured obligations of TopBuild and are guaranteed on a senior unsecured basis by certain existing and future domestic subsidiaries that support the company’s senior credit facilities or other specified indebtedness. TopBuild may redeem the notes before or after September 30, 2028 at specified prices, and must offer to repurchase them at 101% of principal plus accrued interest upon a defined change of control. The indenture includes customary restrictive covenants and events of default. The notes were sold in a private offering and are not registered under the Securities Act, and TopBuild intends to use the net proceeds for general corporate purposes, which may include acquisitions.
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.
TopBuild Corp. has launched a 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 certain non-U.S. investors in offshore transactions under Regulation S. The company also issued a Rule 135c press release about the transaction, which is included as an exhibit to this report.
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.