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:
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).
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. ¨
On May 11, 2026, QXO, Inc. (“QXO”)
released and made available on its website an investor Q&A related to its pending acquisition of TopBuild Corp. (“TopBuild”).
A copy of the investor Q&A is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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.
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.
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.
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.
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 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.
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.
Exhibit 99.1
QXO Investor Q&A
May 11, 2026
| TopBuild Strategic Rationale and
Value Creation............................................................................................................................................................ |
1 |
| QXO’s Value Creation Plan.............................................................................................................................................................................................. |
4 |
| Kodiak Profile................................................................................................................................................................................................................... |
6 |
| Cross-selling Strategy....................................................................................................................................................................................................... |
6 |
| Private Label Strategy....................................................................................................................................................................................................... |
7 |
| Technology as a Driver of Value Creation........................................................................................................................................................................ |
7 |
| Financial Model and Long-Term Growth Algorithm........................................................................................................................................................ |
9 |
| Capital Structure and Allocation Strategy......................................................................................................................................................................... |
10 |
| M&A Strategy and Investment Discipline........................................................................................................................................................................ |
10 |
| Beacon Update and the Roofing Customer Experience.................................................................................................................................................... |
11 |
TopBuild Strategic Rationale and Value Creation
| 1. | Q: Why are you buying TopBuild, and why now? |
A: TopBuild is a category leader with a strong operating
foundation and compelling upside. The business generates high margins with excellent operating discipline and has meaningful opportunities
for improvement, particularly in areas where we can apply technology to drive returns. The deal is an important next step in establishing
QXO’s unique position for value creation. Beacon brought us scale in roofing and waterproofing distribution, and Kodiak expanded
our reach into lumber and general contractor channels. Now, TopBuild brings a best-in-class presence in the insulation space, with well-run
installation and distribution operations, installer labor and crew management, scheduling expertise, strong on-time job completion record
performance, and deep contractual relationships. The addition of TopBuild will strengthen QXO’s position across the value chain.
| 2. | Q: What is the central value creation logic for the deal? Is it similar to Beacon? Is it cost-cutting? |
A: The core rationale for TopBuild is not
cost-cutting, and it’s not the same as Beacon, which is primarily about driving efficiency and margin improvement in an
underutilized asset. Most of Beacon’s upside will come from controllable execution, better procurement, tighter commercial
guardrails, and targeted technology upgrades that improve sales and pricing discipline, inventory, and branch productivity. TopBuild
starts from a stronger margin base with expert operators and talented management. The upside is more strategic and
commercial—it’s driven by cross-selling, upselling, procurement efficiency, private label expansion, pricing strategy,
and proximity to the customer, delivered on a larger combined platform. We can directly address key customer challenges of labor
shortages, supply friction, and slow build cycles through an integrated mix of broad product distribution and on-site service,
empowered by technology.
| 3. | Q: You’ve talked about the importance of gaining TopBuild’s job site access. Why is that? |
A: One of the key attractions of TopBuild is their
roughly 22,000 job site visits per day. This will give us valuable job site intelligence in real time. We can use that information to
optimize inventory placement around the network, proactively cross-sell, increase wallet share, and align procurement.
| 4. | Q: What do you mean when you say the combined company will “own the job site”? |
A: This doesn’t mean literally controlling the
project. It’s about having a stronger presence at multiple decision points across the project landscape, with upstream visibility
at an earlier stage. The job site is where it all comes together: it leverages our broad product/service relevance, enabling us to meet
more of the customer’s needs and offer bundled solutions. It also translates into better fill rates, greater invoice accuracy, and
a larger share of wallet. We want to be seen by customers as an integral partner who can solve their problems from start to finish. For
large customers, this can even extend to collaborating with them to help formulate project bids.
| 5. | Q: What would be a mistake to standardize too quickly with TopBuild operations? |
A: We don’t want to disrupt the customer service
mechanisms, installer relationships, scheduling capabilities, and strong local execution. These are the things that make the model work.
The right things to standardize include the systems and data layers: ERP, WMS, routing, CRM, HRIS, scheduling, procurement, and the broader
operations.
| 6. | Q: Why is insulation installation strategically attractive for QXO? |
A: Installation services generate strong return on
capital while enhancing the value of the distribution network. Strategically, they put QXO on job sites every day. This direct, recurring
presence improves our real-time understanding of customer needs. It shifts QXO from being solely a distributor to a more embedded operator
with constructive commercial intelligence, stronger customer relationships, and a differentiated value proposition that includes bundled
options.
| 7. | Q: Will TopBuild be run independently after you own it? |
A: No, we intend to have one cohesive QXO team running
one integrated North American network.
| 8. | Q: What are the largest synergy buckets? |
A: The majority of the synergies are related to revenue
and gross profit. TopBuild is already well-run; our priorities are to retain the bulk of the management and grow gross profit. The biggest
synergy bucket is comprised of sales excellence, especially pricing discipline and cross-selling, followed by scaled procurement. This
is not a headcount-reduction or cost-slashing strategy.
| 9. | Q: What are you seeing with labor costs in the insulation installation model? |
A: There are three labor dynamics that represent opportunities
for us. First, installer labor is largely compensated on a piece-rate basis, rather than through broad wage resets. Second, a strong focus
on productivity is a win-win-win—installers earn more, customers receive better service, and we capture higher margins. Third, we
expect labor inflation to continue across the industry over time, which should advantage scaled operators like QXO.
| 10. | Q: Why pursue this deal at a higher multiple than your prior acquisitions? |
A: The TopBuild deal is not a standalone underwriting
exercise. The higher multiple is justified by the transformative advantages of this combination, including critical mass in a new customer
market and strong margins—both of which command a premium that we expect to sustain or expand over time. There’s also meaningful
upside from operational synergies and further accretive M&A. On this basis, the deal is strategically compelling and financially accretive,
particularly when viewed relative to our cost of capital.
| 11. | Q: How should investors read the market’s reaction to the TopBuild announcement? |
A: We believe the share price performance should be
considered in the context of broader market conditions and typical near-term trading activities, including merger arbitrage and short-selling.
Our focus remains on executing our growth plan and delivering long-term value for shareholders.
| 12. | Q: What shareholder value can be created by the QXO–TopBuild combination that each company could not create on its own? |
A: The combined platform can create more value by
earning a greater share of project wallet with a broader product/service offering, and by becoming the provider of choice to customers
with large-scale projects.
QXO’s Value Creation Plan
| 13. | Q: What level of annual organic growth is embedded in your model? |
A: Our plan anticipates top-line growth in the mid-
to high-single digits for the combined business across the cycle.
| 14. | Q: Where do the growth opportunities come from? |
A: Growth comes from cross-selling, bundled offerings,
improved service, enhanced digital tools, CRM capabilities, and more systematic use of customer data. We can sell across lumber, siding,
decking, windows and doors, insulation, waterproofing, and roofing. A key aspect of our value proposition is our ability to maintain sticky
relationships with both large builders and smaller local contractors by serving them more completely.
| 15. | Q: Are customers asking for a more consistent national service experience and a one-stop-shop offering? |
A: Yes, the feedback has been very positive. Demand
for one-stop-shopping is especially strong in the builder segment, where customers want fewer supplier relationships. We’ve received
substantial inbound interest from regional builders who are actively asking what more QXO can provide and how quickly we can do it. They
like the idea of sourcing more from one supplier as a way to move their jobs along and reduce errors. We talk to them about the specifics
of a better service experience, including pre-kitted materials and more complete orders per delivery.
| 16. | Q: Why do you think procurement synergies are real? Does it come from cutting the supplier tail? |
A: We’re definitely trimming the tail of small
suppliers. It’s a big savings opportunity. In addition, we have meaningful supplier overlap of the larger core suppliers across
Beacon, Kodiak, and TopBuild, including major manufacturers such as GAF, Saint-Gobain, Owens Corning, Carlisle, Johns Manville, and DuPont.
Ultimately, synergies are about building relationships that work for all parties.
| 17. | Q: What does “flipping the supplier relationship” mean? |
A: The term refers to becoming the customer that suppliers
prioritize. We achieve this at QXO by offering suppliers a faster growth path, broader market access, better demand visibility, longer
planning horizons, and strong digital channels to pull more product through. In return, we expect suppliers to lean in with their best
cost, superior service, innovation, and differentiated solutions that help us create more value for our customers.
| 18. | Q: Are you trying to consolidate all your spend in each category to one supplier? |
A: No, that would create too much dependence in concentrated
categories. Our strategy is to shift share opportunistically among suppliers based on the quality of their performance and responsiveness,
as well as price and terms. We prefer to keep strong relationships with major partners, although the allocations may fluctuate.
| 19. | Q: Are the benefits of route optimization fully achievable, given that installation and product delivery often require separate
trips? |
A: Insulation installation and delivery are separate
processes. Optimization addresses the system as a whole—it’s not based on assuming everything can be combined into a single
truck roll. The benefits will come from better job sequencing, fewer dead miles, geographic clustering of crews, improved dynamic routing,
better synchronization between trucks, drivers, and crews, and reductions in wait-time and double-handling during distribution.
| 20. | Q: What will the physical network look like in the future? |
A: Over time, we plan to set up large distribution
center hubs where they make sense in tandem with an optimized branch network.
| 21. | Q: When does branch consolidation become actionable? |
A: Once the tech stack, daily sales data, inventory
data, and network visibility are in place, we can make informed decisions on local market greenfields and consolidations. One of the things
we like about TopBuild is their demonstrated ability to manage these transitions effectively.
| 22. | Q: What proof points do you monitor internally to ensure the model is working? |
A: We focus primarily on customer satisfaction, product
availability, salesforce effectiveness, pricing discipline, procurement savings, invoice accuracy, tech rollout, on-time and in-full delivery,
employee engagement, learning and development programs, and broader service efficiencies.
| 23. | Q: How long does the improvement process usually take? |
A: With TopBuild, we expect to see meaningful progress
within two years, which is a typical timeframe when we buy a sizable company. Strategic and structural changes are not overnight fixes.
But we can make significant incremental improvements from the get-go, and they compound over time. Early conversations about potential
enhancements to marketing, technology, and logistics are promising.
| 24. | Q: What are the bottlenecks preventing positive disruption in building products distribution today? |
A: The biggest bottleneck is the lack of mission-critical
technology and operating discipline in a fragmented market. We see a massive opportunity to change the economics as a scaled operator
with logistics expertise and data insights.
Kodiak Profile
| 25. | Q: How does Kodiak’s revenue break down by product category, and how broad is its footprint? |
A: Kodiak’s revenue in 2025 was about 21% traditional
lumber, 18% doors and windows, 10% manufactured components, and 6% gypsum, with the balance in broader lumber/building materials and construction
supplies. The footprint is heavily Sunbelt-oriented and spans 26 states.
Cross-selling Strategy
| 26. | Q: Why is cross-selling achievable for QXO, given how others have struggled with it? |
A: In our business, the cross-sell opportunity depends
primarily on customer overlap. With specialty trades like roofers, the opportunity is more limited due to what the customer needs, which
is fairly narrow. With homebuilders and general contractors, the needs span many categories and the opportunity is significant. These
customers want to save time and reduce friction. The concepts that resonate with them are simplification, accuracy, fewer suppliers, and
bundled solutions. Our organized approach, aligned sales incentives, better data and targeted technology should make the cross-sell measurable
and executable.
| 27. | Q: Looking at your combined platform, where is the most promising customer overlap? |
A: The strongest overlap is between Kodiak and TopBuild,
where there are the greatest number of direct opportunities to cross-sell our offering to builders and general contractors. We serve many
general contractors in roofing as well.
| 28. | Q: What is a concrete example of cross-selling? |
A: One example is a large data center build, where
we can now offer envelope, roofing, waterproofing, and construction supplies in one package. Mega-projects showcase QXO’s unique
ability to bundle high-ticket items, providing significant value to these customers. Another example is a homebuilder, where an initial
project leads to a broader relationship that simplifies their sourcing of materials, supplies, and logistics.
| 29. | Q: What adjacencies make the most sense? |
A: The cleanest adjacencies, where contractors
already purchase across categories, include exterior or mid-tier products like siding, decking, insulation, doors and windows, and
construction supplies, among others. There are also ample opportunities to gain profitable market share in roofing, waterproofing,
and lumber. While we’re acquiring a meaningful share of the insulation market with TopBuild, we see opportunities to gain
further share through cross-selling.
| 30. | Q: What is involved in making cross-selling work in practice? |
A: Four elements need to align. First, incentives:
behavior follows compensation, so the model must reward sales collaboration and other actions management wants to drive. Second, technology:
investments in point-of-sale and CRM systems help sales teams in one line of business sell effectively across a broad portfolio. Third,
training: a roofing and waterproofing salesperson, for example, must become familiar with insulation and lumber-related materials to effectively
identify cross-selling opportunities and, when appropriate, hand them off to the right specialist. Lastly, approach: we must meet customers
where they prefer to buy and introduce solutions that enhance their overall value proposition.
Private Label Strategy
| 31. | Q: How important is private label to your upside case? |
A: Private label is more of a priority in categories
related to roofing and complementary products than insulation at this time. We see the most immediate opportunities for private label
in roofing accessories, waterproofing, underlayment, ridge caps, and other complementary categories.
| 32. | Q: How much margin uplift can private label create? |
A: In the right categories, private label products
can deliver materially higher gross margins—as much as 50% or more gross margin than branded alternatives—making them an important
driver of margin expansion. Private label also strengthens supplier leverage and encourages repeat ordering. And, as our private label
lines grow, it will enable us to pay higher commissions to our sales force.
| 33. | Q: How does QXO private label benefit customers? |
A: Private label can mean that customers pay a lower
cost for comparable quality and experience better availability, simplified buying, and faster turnaround.
Technology as a Driver of Value Creation
| 34. | Q: Why is technology such a central part of QXO’s thesis? |
A: The building products distribution industry
is under-digitized. Technology-enabled CRM, routing, ERP, warehouse systems, invoice accuracy, service metrics, and demand
visibility can significantly improve procurement, labor productivity, cross-selling, customer retention, and other value-creation
levers. These technology applications are the backbone of the operating model.
| 35. | Q: What stands out in your technology assessment of the industry? |
A: The most striking takeaway is the pervasive underinvestment
in technology across the industry. It shows up in three ways. First, core systems are often outdated or missing entirely—particularly
in areas like warehouse management, inventory planning, transportation, and CRM. Second, there’s limited focus on the customer’s
digital experience, which reduces stickiness and leaves upsell opportunities on the table. Third, technology teams are typically understaffed
and over-oriented toward maintenance rather than transformation.
| 36. | Q: Is QXO equipped to integrate and run this many moving parts? |
A: Definitely. Brad leads the integrations together
with a deep bench of experienced executives across HR, finance, transportation, logistics, strategy, and operations. In addition, we believe
in retaining strong leaders from each of the acquired businesses. Technology has a major role in our integration playbook—it resolves
disconnections between operations and facilitates execution as one cohesive network with strong vertical leadership.
| 37. | Q: What tech has QXO implemented so far? |
A: Recent implementations include:
| · | Demand forecasting and inventory management systems (S&OP) |
| · | Consolidation of financial systems |
| · | AI negotiation capabilities |
| · | Asset management software |
| · | Cybersecurity enhancements |
| · | Internal communication platforms |
| 38. | Q: What tech is being rolled out next? |
A: We’ll roll out a fully integrated digital
platform across the business in waves, with target completion dates of Q1 2027 for the Beacon operations and Q3 2027 for the rest. Components
include:
| · | Enterprise resource planning (ERP) |
| · | Warehouse management (WMS) |
| · | Transportation management (TMS) |
| · | Human resources management (HRIS) |
Additionally, we have initiatives underway for AI-enabled
CRM, an advanced business intelligence platform (Looker), and a comprehensive e-commerce platform. The goal is a unified, highly efficient
ecosystem that dramatically improves productivity, pricing, inventory, and the customer experience.
Financial Model and Long-Term Growth Algorithm
| 39. | Q: How do you summarize QXO’s growth algorithm? |
A: We aim to reach $50 billion of revenue within the
decade. Our strategy is to drive that growth through a mix of cross-selling and other share gains, pricing discipline, procurement efficiencies,
private label expansion, routing improvements, and best-in-class execution, rather than being dependent primarily on macro tailwinds.
Our business plan reflects annual topline growth in the mid- to high-single digits, and approximately $300 million of synergies from the
TopBuild combination by 2030. Based on the two completed acquisitions to date and the anticipated TopBuild acquisition, the combined platform
can generate approximately $4 billion of EBITDA organically by 2030, and, if you include tuck-in acquisitions funded from expected free
cash flow, about $5.5 billion of EBITDA by 2030.
| 40. | Q: What drives gross margin improvement in the model? |
A: Margin expansion comes from a combination of mix,
pricing discipline, private label, supplier terms, technology, and customer stickiness. The key difference between our drivers and those
of distribution in general is that we will be using technology at scale to amplify margin expansion—for example, by reducing stock
shrink to improve inventory productivity and optimizing route density to improve transit efficiency.
| 41. | Q: What is the margin improvement opportunity for the combined company including Beacon, Kodiak, and TopBuild? |
A: Over time, we think it’s realistic to achieve
more than 200 basis points of aggregate margin improvement, alongside organic revenue growth in the mid-to-high single digits.
Capital Structure and Allocation Strategy
| 42. | Q: How were the recent acquisitions financed? |
A: Financing for our latest deals came from four sources:
$3 billion of Series C convertible preferred shares carrying 4.75% yield, issuance of common shares, committed financing from our bank
partners, and cash on hand. We like the Series C investment led by Apollo and Temasek from both an economic and a strategic perspective,
because it added strong, long-term partners.
| 43. | Q: What about share buybacks? |
A: Buybacks are not a priority today. Our capital
is better deployed for organic growth, margin expansion, technology development, and accretive M&A. However, we never take buybacks
off the table.
M&A Strategy and Investment Discipline
| 44. | Q: Are you now in digestion mode, or can you still do more M&A? |
A: Our primary organizational focus has shifted from
M&A execution to integration, but that does not mean we are stepping away from M&A. We continue to evaluate attractive opportunities
and will pursue exceptional transactions where we believe they are in the long-term interest of shareholders, including continuing TopBuild’s
highly successful tuck-ins. In fact, the integration work underway today should strengthen our ability to create value from future M&A,
as our expanded job-site presence creates a stronger platform for revenue synergies.
| 45. | Q: What are the core principles that guide your acquisitions? |
A: We have two non-negotiable criteria. The deal must
be strategically compelling, and it must be highly accretive financially. We prioritize deals where the combination can immediately increase
earnings per share and provide substantial long-term value for customers and shareholders.
| 46. | Q: How disciplined will you remain on M&A valuation? |
A: Extremely disciplined. We never knowingly do a
dilutive deal or even a marginally accretive one. Brad and his teams have led over 500 acquisitions and have M&A down to a science.
Value creation depends on first buying a target at an attractive spread relative to cost of capital, then continuously improving the business
in sustainable ways post-close.
| 47. | Q: Does your deal with TopBuild raise the bar for future acquisitions because it fills such a meaningful strategic need? |
A: We’ve always had a high bar. Beacon, Kodiak,
and TopBuild each fit our strategy in different ways, and collectively they raise the hurdle for what comes next. We expect that future
M&A deals will create additional product synergies, procurement leverage, and network effects in the right geographies for growth.
With the platform we’ve already assembled, those benefits will come more readily.
| 48. | Q: Do you eventually intend to own manufacturing capabilities? |
A:
We’ll always be open-minded and rational when it comes to creating outsized shareholder value, but while vertical integration is
a possibility, it’s not an immediate priority. For
now, procurement leverage and selective private label can generate strong economics. Manufacturing has advantages, but
it’s asset-intensive and can create supplier and customer conflicts.
We would need to study it carefully.
Beacon Update and the Roofing Customer Experience
| 49. | Q: What progress has been made with the Beacon integration so far? |
A: We’ve implemented a number of positive changes
for the team and the operations, with many more to follow. The most significant to date include:
| · | Reducing organizational layers from nine to four |
| · | Upgrading approximately 2,500 of 8,300 employees onboarded |
| · | Hiring for dedicated “hunter” sales roles |
| · | Launching a call center to contact prospective new customers and reactivate 25,000 dormant accounts |
| · | Centralizing procurement, moving from about 1,600 buyers to a more controlled structure |
| · | Improving pricing discipline by using data and dispersion analysis |
| · | Reconfiguring inventory management processes to increase in-stock levels of fast-moving items |
| · | Bringing selective transportation in-house to reduce cost and improve control |
| · | Introducing new employee training programs |
| 50. | Q: Is the pricing opportunity at Beacon mainly manufacturer pass-through, or is it something more durable? |
A: It’s more durable. Buying better and selling
better on a market-neutral basis are distinct value creation levers, compared with routine manufacturer price increases that often flow
passively through the system. The gateway is customer satisfaction.
| 51. | Q: What drives customer choice of suppliers in the roofing industry? |
A: Based on extensive feedback, customers are willing
to pay a modest premium (estimated at 2%–7%) for strong performance across the five factors they value most:
| · | On-time and in-full delivery |
| · | Well-trained, quality sales and support people |
| 52. | Q: How is QXO improving the roofing customer experience? |
A: Our key initiatives related to roofing customer
service include:
| · | Reconfiguring inventory into A/B/C categories to improve availability |
| · | Reducing quote times with new pricing technology |
| · | Improving invoice accuracy toward best-in-class levels |
| · | Enhancing delivery performance with transportation management technology |
| · | Investing heavily in training and our service culture |
| 53. | Q: If a contractor needed roof shingles today, what is broken in the industry, and what would QXO do differently? |
A: The main barriers to availability in the industry
are inventory visibility and inventory management, both of which impact procurement and service quality. Many distributors still operate
with poor systems, weak data, and no real warehouse management capabilities, leading to bad forecasting, overstocks of slow-moving inventory,
and understocks of in-demand SKUs. The fixes are better technology and centralized data for demand forecasting, trend analysis, and more
disciplined operating processes.
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
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.
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 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.
