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QXO, Inc. filed a Current Report announcing a joint press release with TopBuild Corp. that sets a stockholder election deadline of 5:00 p.m., Eastern Time on June 29, 2026 for choosing the form of consideration in QXO’s proposed acquisition of TopBuild. The filing notes that the parties’ combined definitive joint proxy statement/prospectus was mailed beginning on or about May 29, 2026, and that the registration statement on Form S-4 was declared effective by the SEC on May 29, 2026. The report reiterates customary forward-looking statement cautions and directs holders to review the joint proxy statement/prospectus and other SEC filings for full details.
QXO and TopBuild have entered into a definitive merger agreement under which QXO will acquire TopBuild through a two-step merger. In the Titanium Merger, each TopBuild share will convert into the right to receive either $505.00 cash or 20.200 QXO shares, subject to election, mandatory proration and caps.
The merger structure caps cash elections at 45% of TopBuild shares and stock elections at 55% (the stock cap may be increased by QXO in its discretion). Assuming the maximum stock election, post-closing ownership is estimated at approximately 70.0% held by pre-closing QXO holders and 30.0% held by pre-closing TopBuild holders. The transactions are conditioned on stockholder approvals at special meetings scheduled for June 29, 2026.
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.
QXO, Inc. filed a Current Report on Form 8-K to provide audited and unaudited financial statements of Kodiak and TopBuild, unaudited pro forma combined financial information for QXO, QXO Building Products, Kodiak and TopBuild, and the audit consents of KPMG LLP and PricewaterhouseCoopers LLP in connection with QXO's proposed acquisition of TopBuild.
The filing incorporates Kodiak's audited 2025 financials and interim March 31, 2026 condensed results, TopBuild's audited 2025 and 2024 financials and interim March 31, 2026 results, the unaudited pro forma combined statements giving effect to the acquisitions, and the auditors' consents.
TopBuild Corp. Schedule 13G shows Capital World Investors reports beneficial ownership of 1,483,387 shares of Common Stock, representing 5.3% of the class as of 03/31/2026. The filing states the 1,483,387 shares equal 5.3% of 28,145,137 shares believed to be outstanding.
The filing attributes sole voting and sole dispositive power over the 1,483,387 shares to Capital World Investors and lists related investment management entities. The signature block is dated 05/13/2026.
TopBuild Corp. reports that Capital International Investors beneficially owns 566,320 shares of TopBuild common stock, representing 2.0% of the 28,145,137 shares believed outstanding. The filing amends a prior Schedule 13G and shows CII has sole voting and sole dispositive power over these shares.
TopBuild Corp. reported a Schedule 13G/A filing showing Capital Research Global Investors is the beneficial owner of 4,096,999 shares, or 14.6%, of TopBuild's common stock.
The filing states Capital Research Global Investors has 4,086,854 shares with sole voting power and 4,096,999 shares with sole dispositive power. The filing identifies AMCAP Fund among related accounts and is signed by a Vice President and Senior Counsel on 05/11/2026.
QXO, Inc. released an investor Q&A on May 11, 2026 regarding its pending acquisition of TopBuild Corp. The filing states QXO expects to file a registration statement on Form S-4 and mail a definitive joint proxy statement/prospectus after the registration statement is declared effective.
The communication reiterates customary forward-looking statement cautionary language and lists possible risks and conditions to closing, including shareholder approvals, financing, regulatory and litigation risks.
TopBuild Corp. reported first-quarter 2026 results and entered a definitive merger agreement with QXO, Inc. Net sales were $1,445.9 million, up 17.2% from 2025, driven mainly by acquisitions, while net income declined to $104.8 million from $123.4 million as margins compressed.
Gross margin slipped to 27.7% and operating margin to 12.1%, reflecting lower volume and pricing plus higher acquisition-related expenses and amortization. Basic EPS was $3.75 versus $4.25 a year earlier. Cash from operations rose to $160.7 million, supporting active M&A and a leveraged capital structure.
Cash and cash equivalents were $268.8 million with total liquidity of $1,203.0 million, including $934.1 million of revolver availability. Total debt, mainly senior notes and a term loan, was $2,832.4 million. The company closed the Applied Coatings and Upstate Spray Foam acquisition for about $27.5 million and recorded $15.0 million of goodwill.
After quarter-end, TopBuild agreed to be acquired by QXO so each share will convert into either $505.00 in cash or 20.200 QXO shares, subject to proration, stockholder approvals and regulatory clearances. Additional post-quarter acquisitions of Johnson Roofing and Claremont, totaling about $55.0 million, are intended to expand commercial roofing and industrial insulation capabilities.
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.