$17B QXO (NYSE: QXO)–TopBuild merger to reshape building products
Rhea-AI Filing Summary
QXO, Inc. entered a definitive agreement to acquire TopBuild Corp. in a transaction valued at approximately $17 billion, creating one of the largest building products distributors in North America. Each TopBuild share will be converted into either $505 in cash or 20.200 QXO shares, subject to proration so that about 45% of the total consideration is paid in cash and 55% in QXO stock, with QXO able to increase the stock portion.
The deal has unanimous board approval at both companies and is expected to close in the third quarter of 2026, subject to shareholder approvals, antitrust clearance under the HSR Act, effectiveness of an S‑4 registration statement, NYSE listing of the stock consideration and other customary conditions, including no material adverse effect. QXO has secured commitments for a $3.0 billion senior secured term loan and $3.0 billion of bridge financing to help fund the cash portion.
The Merger Agreement includes $600 million reverse/termination fee provisions payable in specified circumstances, non‑solicitation covenants with customary fiduciary outs, and a plan to add one TopBuild director to QXO’s board. QXO expects the combination to generate about $300 million of synergies by 2030 and to be immediately and substantially accretive to its earnings.
Positive
- Transformative scale and earnings accretion: QXO’s approximately $17 billion acquisition of TopBuild is expected to be immediately and substantially accretive to earnings, creating a combined business with more than $18 billion of revenue and over $2 billion of adjusted EBITDA.
- Identified synergy opportunity: QXO targets roughly $300 million of synergies by 2030 from cross‑selling, procurement, logistics, inventory management and technology, supporting the strategic and financial rationale of the deal.
Negative
- Higher leverage and execution risk: The transaction depends on a $3.0 billion senior secured term loan, $3.0 billion of bridge financing and successful integration, increasing financial and operational risk if financing terms or synergies do not materialize as expected.
- Large termination fee exposure: The Merger Agreement includes a $600 million cash termination fee payable by either party in specified circumstances, which could be costly if shareholder approvals, regulatory clearances or board recommendations fail.
Insights
QXO’s $17 billion TopBuild deal is a large, accretive, partly debt‑funded expansion with notable integration and financing risks.
The agreement to acquire TopBuild for about $17 billion using a mix of $505 per share in cash or 20.200 QXO shares positions QXO as a much larger building products distributor with insulation capabilities. Boards of both companies approved the all‑cash/stock structure with a targeted 45% cash and 55% stock mix.
QXO highlights immediate and substantial earnings accretion and targets about $300 million of synergies by 2030, on top of TopBuild’s $6.2 billion 2025 net sales and $1.14 billion adjusted EBITDA. The implied valuation multiples of 14.9x pre‑synergy and 11.8x post‑synergy adjusted EBITDA indicate QXO is paying a premium for quality and expected efficiencies.
Financing relies on a committed $3.0 billion senior secured term loan and $3.0 billion of bridge financing, which QXO expects to refinance with permanent debt before closing. That leverage, plus a $600 million termination fee exposure in certain scenarios and standard HSR and shareholder approval conditions, introduces execution and balance sheet risk. Overall, the deal is strategically significant and clearly impactful for QXO’s future scale and earnings profile.
8-K Event Classification
Key Figures
Key Terms
Merger Agreement regulatory
Hart-Scott-Rodino Antitrust Improvements Act regulatory
bridge financing financial
adjusted EBITDA financial
termination fee financial
free cash flow conversion financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone
number, including area code:
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| | ||||
| , each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share |
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).
Emerging growth company
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Merger Agreement
On April 18, 2026, QXO, Inc., a Delaware corporation (“QXO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Titanium Merger Sub”) and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO (“Forward Merger Sub”).
The TopBuild board has unanimously approved the Merger Agreement and has recommended that the stockholders of TopBuild adopt the Merger Agreement. The QXO board has unanimously approved the Merger Agreement and resolved to recommend the approval of the issuance of shares of common stock, par value $0.00001 per share, of QXO (the “QXO Shares”) pursuant to the Merger Agreement (the “QXO Share Issuance”) to QXO’s stockholders.
The Mergers. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will be merged with and into TopBuild (the “Titanium Merger”), with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO and (ii) immediately thereafter, TopBuild will be merged with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Mergers”), with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.
Merger Consideration. Pursuant to the Merger Agreement, at the effective time of the Titanium Merger (the “Titanium Merger Effective Time”), each share of common stock, par value $0.01 per share, of TopBuild (the “TopBuild Shares”) issued and outstanding immediately prior to the Titanium Merger Effective Time (other than (i) TopBuild Shares owned by QXO, Titanium Merger Sub, Forward Merger Sub or any other wholly owned subsidiary of QXO, (ii) TopBuild Shares held in treasury or held by any wholly owned subsidiary of TopBuild (each of the TopBuild Shares in clauses (i) and (ii), a “Cancelled Share” and collectively, “Cancelled Shares”) and (iii) TopBuild Shares held by stockholders of TopBuild who have validly exercised their appraisal rights under the Delaware General Corporation Law), will be automatically converted into the right to receive, pursuant to a properly made election that has actually been received by the exchange agent and not revoked prior to the election deadline to be determined by QXO and TopBuild, and subject to the election and proration procedures set forth in the Merger Agreement, one of the following forms of consideration: (i) an amount in cash equal to $505.00 (the “Cash Consideration”) or (ii) 20.200 QXO Shares (the “Stock Consideration”). TopBuild Shares in respect of which no cash election or stock election is validly made will be deemed to be TopBuild Shares in respect of which stock elections have been made.
The maximum number of TopBuild Shares to be converted into the right to receive the Cash Consideration will be equal to forty-five percent (45%) of the aggregate number of TopBuild Shares issued and outstanding immediately prior to the Titanium Merger Effective Time (other than Cancelled Shares). The maximum number of TopBuild Shares to be converted into the right to receive the Stock Consideration will be equal to fifty-five percent (55%) of the aggregate number of TopBuild Shares issued and outstanding immediately prior to the Titanium Merger Effective Time (other than Cancelled Shares), which maximum number may be increased (but not decreased) by QXO in its sole discretion. As a result, the form of consideration a TopBuild stockholder elects to receive may be adjusted pursuant to the proration procedures set forth in the Merger Agreement such that such TopBuild stockholder may receive, in part, a different form of consideration than the form of consideration elected.
Treatment of Outstanding Equity Awards. Pursuant to the terms of the Merger Agreement:
| (i) | each option to purchase TopBuild Shares outstanding and not yet exercised whether vested or unvested (each, a “TopBuild Option”), shall, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive QXO Shares equal to (a) the total TopBuild Shares subject to such TopBuild Option as of immediately prior to the Titanium Merger Effective Time, multiplied by (b) the quotient obtained by dividing (x) the excess, if any, of (1) the Cash Consideration minus (2) the exercise price per TopBuild Share applicable to such TopBuild Option by (y) $25.00, with such QXO Shares to be delivered as soon as reasonably practicable (but no later than 10 calendar days) after the Titanium Merger Effective Time; |
| (ii) | each outstanding award of TopBuild Shares that is subject to vesting conditions shall be fully vested and the holder thereof shall be entitled to receive the Per Share Merger Consideration (as defined in the Merger Agreement); and |
2
| (iii) | each (1) outstanding award of restricted stock units for which vesting is solely based on service-based conditions (each, an “RSU Award”) and (2) outstanding award of restricted stock units for which vesting is based on service-based conditions and performance-based conditions (each, a “PSU Award”), will be converted into corresponding QXO equity awards (and, with respect to each PSU Award, with the performance-based vesting condition deemed satisfied at target and being converted into an award of QXO restricted stock units for which vesting is based solely on service-based conditions), in each case, based on an equity award exchange ratio equal to the Stock Consideration. Such converted awards will, in each case, remain subject to the same terms and conditions that applied to such awards (excluding performance-based vesting terms) immediately prior to the Titanium Merger Effective Time; provided that any amounts relating to accrued and unpaid dividend equivalent rights corresponding to an RSU Award or a PSU Award will be converted into dividend equivalent rights on the corresponding QXO equity awards and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger Effective Time will be paid within 30 days following vesting. |
Closing Conditions. The consummation of the Mergers is subject to the satisfaction or waiver of the following closing conditions, including, among other things, (i) adoption by TopBuild’s stockholders of the Merger Agreement (the “TopBuild Stockholder Approval”), (ii) the approval of the QXO Share Issuance by QXO’s stockholders (the “QXO Stockholder Approval”), (iii) the QXO Shares issued as Stock Consideration being approved for listing on the New York Stock Exchange, (iv) the expiration or termination of any applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and other specified regulatory clearances, (v) the absence of any law, order, injunction or decree in effect that restrains, enjoins or otherwise prohibits consummation of the Mergers, (vi) the effectiveness of a registration statement of QXO relating to the registration under the Securities Act of 1933, as amended, of the QXO Share Issuance, (vii) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications, (viii) compliance by the parties with their respective covenants in the Merger Agreement in all material respects, (ix) an opinion of counsel to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and (x) the absence of a material adverse effect with respect to TopBuild or QXO since the date of the Merger Agreement.
Representations, Warranties and Covenants; Non-Solicit; Board Representation. The Merger Agreement contains customary representations, warranties and covenants of TopBuild, QXO, Titanium Merger Sub and Forward Merger Sub, including, among others, covenants by each of TopBuild and QXO regarding the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement and other matters. QXO, TopBuild and their affiliates and representatives are required, among other things, not to solicit alternative acquisition proposals and, subject to certain customary exceptions, not to engage in, authorize or knowingly permit discussions or negotiations regarding an alternative acquisition proposal.
The Merger Agreement also provides that prior to the Titanium Merger Effective Time, QXO will increase the size of its board in order to cause one current member of the TopBuild board to be appointed to the QXO board at the Titanium Merger Effective Time.
Termination; Termination Fee. The Merger Agreement contains certain customary termination rights in favor of each of TopBuild and QXO, including among others, if (i) the QXO Stockholder Approval or the TopBuild Stockholder Approval is not obtained, (ii) prior to the stockholder meeting of the other party, the QXO board or the TopBuild board, as applicable, has changed its recommendation in connection with the Mergers, or has failed to make or reaffirm such recommendation in certain circumstances and (iii) prior to the stockholder meeting of the other party, such party materially breaches its covenants not to solicit alternative proposals. In addition, either TopBuild or QXO may terminate the Merger Agreement if, subject to certain limitations, the Titanium Merger has not been consummated by January 17, 2027. In addition, the Merger Agreement provides that TopBuild and QXO, as the case may be, is obligated to pay the other party a termination fee equal to $600 million in cash under specified circumstances, including in the event (1) the Merger Agreement is terminated by the other party prior to the receipt of such party’s required stockholder approval because such party materially breached its covenants not to solicit alternative proposals, (2) the Merger Agreement is terminated by the other party prior to the stockholder meeting of the other party, in the event the QXO board or the TopBuild board, as applicable, has changed its recommendation in connection with the Mergers, or has failed to make or reaffirm such recommendation in certain circumstances or (3) in certain circumstances, the Merger Agreement is terminated and on or after the date of the Merger Agreement and prior to such termination an acquisition proposal was publicly announced (and not publicly withdrawn) and TopBuild or QXO, as applicable, enters into a definitive agreement with respect to, or consummates the transactions contemplated by, an acquisition proposal within 12 months following such termination.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
3
The Merger Agreement and the above description of the Merger Agreement have been included to provide investors and security holders with information regarding the terms of the Merger Agreement and are not intended to provide any other factual information about TopBuild, QXO or their respective subsidiaries or affiliates. The representations and warranties contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each other. Investors should not rely on the representations and warranties contained in the Merger Agreement as characterizations of the actual state of facts or condition of TopBuild, QXO or any of their respective subsidiaries, affiliates or businesses.
| Item 8.01 | Other Events. |
Press Release
On April 19, 2026, QXO and TopBuild issued a joint press release announcing QXO’s and TopBuild’s entry into a definitive merger agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Investor Presentation
On April 20, 2026, QXO announced the posting of a recorded investor presentation to provide additional detail regarding the transaction. A copy of the presentation is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
Commitment Letter
On April 18 2026, QXO Building Products, Inc., a subsidiary of QXO entered into a debt commitment letter with Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (together with Wells Fargo Bank, National Association, “Wells Fargo”) and Barclays Bank PLC (“Barclays” and, together with Morgan Stanley and Wells Fargo, the “Banks”) pursuant to which the Banks committed to provide (i) a $3.0 billion senior secured term loan facility and (ii) $3.0 billion of bridge financing, in each case, subject to conditions customary for transactions of this type. QXO expects to replace the bridge financing commitments with permanent debt financing prior to the Titanium Merger Effective Time.
Voting Agreement
In connection with the execution of the Merger Agreement, on April 18, 2026, TopBuild entered into a voting agreement (the “Voting Agreement”) with Jacobs Private Equity II, LLC (the “Supporting Stockholder”), under which the Supporting Stockholder agreed, among other things, to vote, or cause to be voted, all of the QXO Shares and Convertible Perpetual Preferred Stock, par value $0.001 per share, of QXO beneficially owned by such Supporting Stockholder in favor of the QXO Share Issuance and any other matter or action necessary for the consummation of the transactions contemplated under the Merger Agreement. The Voting Agreement also contains restrictions on, among other things, the transfer of securities of QXO held by the Supporting Stockholder. The Voting Agreement will terminate in certain circumstances, including upon the effective time of the Forward Merger, the termination of the Merger Agreement in accordance with its terms or the time that the QXO Stockholder Approval has been obtained.
The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Voting Agreement. A copy of the Voting Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Voting Agreement and the above description of the Voting Agreement have been included to provide investors and security holders with information regarding the terms of the Voting Agreement and are not intended to provide any other factual information about the Supporting Stockholder, TopBuild, QXO or their respective subsidiaries or affiliates. The representations and warranties contained in the Voting Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Voting Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each other. Investors should not rely on the representations and warranties contained in the Voting Agreement as characterizations of the actual state of facts or condition of the Supporting Stockholder, TopBuild, QXO or any of their respective subsidiaries, affiliates or businesses.
4
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.
5
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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of April 18, 2026, by and among QXO, Inc., TopBuild Corp., Titanium MergerCo, Inc. and Titanium MergerCo 2, LLC.* | |
| 10.1 | Voting Agreement, dated as of April 18, 2026, by and between TopBuild Corp. and Jacobs Private Equity II, LLC. | |
| 99.1 | Joint Press Release, dated April 19, 2026. | |
| 99.2 | Investor Presentation, dated April 19, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules and/or exhibits have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. QXO agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.
6
SIGNATURES
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.
Date: April 20, 2026
| QXO, INC. | |||
| By: | /s/ Christopher Signorello | ||
| Name: | Christopher Signorello | ||
| Title: | Chief Legal Officer | ||
Exhibit 99.1
QXO to Acquire TopBuild for $17 Billion
QXO to Become the Second Largest Publicly Traded Building Products Distributor in North America, with More Than $18 Billion of Combined Company Revenue and More Than $2 Billion of Combined Company Adjusted EBITDA
Landmark Transaction Is Expected to Be Immediately and Substantially Accretive to QXO’s Earnings
GREENWICH, Conn. and DAYTONA BEACH, Fla. — April 19, 2026 — QXO, Inc. (NYSE: QXO) today announced that it has entered into a definitive agreement to acquire TopBuild Corp. (NYSE: BLD) (“TopBuild”) for approximately $17 billion, significantly expanding QXO’s scale and capabilities across the building products value chain. The transaction is expected to be immediately and substantially accretive to the company’s earnings.
TopBuild is the largest distributor and installer of insulation and related building products in North America. The combination will bring together QXO’s leading positions in roofing, waterproofing, lumber-related building materials, and associated products with TopBuild’s insulation capabilities, creating a higher-margin business with expansive value-added offerings for customers.
The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including approval by the shareholders of TopBuild and QXO. The acquisition is expected to close in the third quarter of 2026.
On April 1, 2026, QXO completed its previously announced acquisition of Kodiak Building Partners (“Kodiak”), a leading distributor of lumber, trusses, and other building materials, for approximately $2.25 billion. Upon completion of the TopBuild transaction, QXO will operate in an addressable market of more than $300 billion and hold leadership positions in key building product verticals in North America:
| · | #1 in insulation |
| · | #2 in roofing |
| · | #1 in waterproofing |
| · | #1 or #2 in the lumber and building materials sector, in key geographies served |
Brad Jacobs, Chairman and Chief Executive Officer of QXO, said: “Over the past 11 months, we’ve built QXO into a market leader through more than $13 billion of acquisitions, closing on Beacon in 2025 and Kodiak earlier this month. TopBuild will be our most significant acquisition yet, making QXO the second largest publicly traded building products distributor in North America, with more than $18 billion of combined company revenue and more than $2 billion of combined company adjusted EBITDA.”
1
Jacobs continued, “The TopBuild transaction will also give us critical mass in the insulation sector and expand our exposure to large, complex projects like data centers, where scale matters. TopBuild has a deep bench of best-in-class operators, reflected in its industry-leading adjusted EBITDA margin of approximately 18%. We plan to replicate their best practices across QXO, including deploying their ‘special OPS’ teams to continuously improve operational excellence and customer service.”
Robert Buck, Chief Executive Officer of TopBuild, said: “We’re excited to join QXO and combine our leadership in insulation installation and specialty distribution with QXO’s scale, technology, and procurement capabilities. Together, we’ll enhance customer service, unlock meaningful cross-selling opportunities, and drive continued growth and operating efficiency. I’m proud of our team’s track record, including a 10-year sales CAGR of 13% and adjusted EPS CAGR of 31%. Thank you to the entire TopBuild team for delivering these exceptional results.”
Following the acquisition of TopBuild, QXO will have approximately 28,000 employees, 1,150 locations across all 50 U.S. states and seven Canadian provinces, and a fleet size of more than 10,000 vehicles.
Proposed Transaction
The transaction values each TopBuild share at $505, representing a premium of 19.8% to TopBuild’s 60-day volume-weighted average price and 23.1% to TopBuild’s closing price on Friday, April 17, 2026. Under the terms of the agreement, TopBuild stockholders will have the right to elect to receive $505 in cash or 20.2 shares of QXO common stock for each TopBuild share held, subject to proration, on the condition that the total transaction consideration is paid as approximately 45% in cash and 55% in shares of QXO common stock. The maximum cash proceeds will be capped in aggregate at 45% of the transaction consideration. QXO may increase the maximum amount of stock consideration in the transaction if TopBuild stockholders elect to receive more than 55% of the consideration in shares of QXO common stock. Under the terms of the agreement, QXO will expand its board of directors to include one nominee from TopBuild.
In 2025, TopBuild generated approximately $6.2 billion of net sales and approximately $1.14 billion of adjusted EBITDA, in each case adjusted to reflect the full year contribution of acquisitions completed throughout the year. QXO expects to realize approximately $300 million of synergies from the integration of TopBuild by 2030, including revenue synergies from cross-selling an expanded range of integrated solutions, as well as cost synergies from scaled procurement, network optimization, logistics efficiencies, inventory management improvements, and world-class technology.
The purchase price of approximately $17 billion represents 14.9 times TopBuild’s 2025 adjusted EBITDA before the impact of expected synergies, and 11.8 times TopBuild’s 2025 adjusted EBITDA after the impact of expected synergies—in both cases adjusted EBITDA reflects the full-year contribution of acquisitions completed throughout 2025.
TopBuild’s management has guided to $9 billion to $10 billion in annual revenue and $1.7 billion to $2.0 billion in annual adjusted EBITDA by 2030, driven by a combination of organic growth and accretive M&A across a $90+ billion addressable market. Additionally, TopBuild management has guided to cumulative free cash flow of $4.2 billion to $5.0 billion from 2026 to 2030. TopBuild’s free cash flow conversion (free cash flow divided by adjusted EBITDA) has consistently been in the 60% to 70% range.
2
Advisors
Morgan Stanley & Co. LLC is acting as lead financial advisor to QXO, and Barclays and Wells Fargo Securities are acting as additional financial advisors to QXO. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to QXO. Goldman Sachs & Co. LLC and RBC Capital Markets are serving as financial advisors to TopBuild, and Jones Day is acting as legal counsel to TopBuild.
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 revenues within the next decade through accretive acquisitions and organic growth.
About TopBuild
TopBuild Corp., headquartered in Daytona Beach, Florida, is the largest distributor and installer of insulation and related building products in North America. 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.
Non-GAAP Financial Measures
This communication includes references to financial measures that are prepared other than in accordance with generally accepted accounting principles in the United States (“GAAP”). These non-GAAP financial measures include, but are not limited to, combined company revenue, combined company adjusted EBITDA and adjusted EBITDA. We calculate combined company revenue by adding the 2025 revenue of QXO, Kodiak and TopBuild, in each case adjusted to reflect the full year contribution of acquisitions completed throughout the year. We calculate combined company adjusted EBITDA by adding the adjusted EBITDA of QXO, Kodiak and TopBuild, in each case further adjusted to reflect the full year contribution of acquisitions completed throughout the year, where adjusted EBITDA is calculated by each company as net (loss) income excluding depreciation; amortization; interest (income) expense, net; provision for (benefit from) income taxes; and certain other adjustments that are not considered representative of the applicable company’s underlying operations. Any non-GAAP financial measures used in this communication are in addition to, and should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies.
3
Cautionary Statement Regarding Forward-Looking Statements
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 SEC filings, 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.
4
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.
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.
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.
5
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 potential transaction 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.
QXO Contacts:
Media
Joe Checkler
joe.checkler@qxo.com
203-609-9650
Steve Lipin
Gladstone Place Partners
212-230-5930
Investors
Mark Manduca
mark.manduca@qxo.com
203-321-3889
TopBuild Contacts:
Media
FTI Consulting
Pat Tucker
pat.tucker@fticonsulting.com
Investors
PI Aquino
pi.aquino@topbuild.com
386-763-8801
6
Exhibit 99.2
| Confidential QXO to Acquire TopBuild Creating a Building Products Industry Leader April 19, 2026 |
| Confidential 2 Cautionary Statement Regarding Forward-Looking Statements This investor presentation (this “Presentation”) of QXO, Inc. (“QXO”) 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 Corporation (“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 SEC filings, 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. No Offer or Solicitation This Presentation 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. Important Information for Investors and Stockholders In connection with the proposed acquisition of TopBuild, 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 Presentation 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. Legal Disclaimers |
| Confidential 3 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 potential transaction 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. Non-GAAP Financial Measures This Presentation includes references to financial measures that are prepared other than in accordance with generally accepted accounting principles in the United States (“GAAP”). These non-GAAP financial measures include, but are not limited to, combined company revenue, combined company adjusted EBITDA and adjusted EBITDA. We calculate combined company revenue by adding the 2025 revenue of QXO, Kodiak and TopBuild, in each case adjusted to reflect the full year contribution of acquisitions completed throughout the year. We calculate combined company adjusted EBITDA by adding the adjusted EBITDA of QXO, Kodiak and TopBuild, in each case further adjusted to reflect the full year contribution of acquisitions completed throughout the year, where adjusted EBITDA is calculated by each company as net (loss) income excluding depreciation; amortization; interest (income) expense, net; provision for (benefit from) income taxes; and certain other adjustments that are not considered representative of the applicable company’s underlying operations. Any non-GAAP financial measures used in this Presentation are in addition to, and should not be considered superior to, or a substitute for, financial statements prepared in accordance with GAAP. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. Legal Disclaimers (cont’d) |
| Confidential 4 QXO to Become the Second Largest Publicly Traded Building Products Distributor in North America, with Over $18 Billion of Revenue and Over $2 Billion of Adjusted EBITDA1 and ~$50 Billion Combined Enterprise Value, Advancing Toward a $50 Billion Revenue Market Leader 1 Combined Company financials represent 2025A, adjusted to reflect the full year contribution of acquisitions completed throughout the year for QXO and TopBuild, as well as results for Kodiak Building Partners. Excludes the impact of potential synergies resulting from the acquisition of TopBuild. |
| Confidential 5 Highly Accretive, Landmark Transaction ▪ TopBuild is the largest distributor and installer of insulation and related building products in North America ▪ The transaction increases QXO’s scale and expands its total addressable market to over $300 billion ▪ The combination enables QXO to serve customers across multiple verticals, unlocking commercial synergies ▪ QXO will hold leading positions across high-value verticals with large TAMs ‒ #1 in insulation ‒ #2 in roofing ‒ #1 in waterproofing ‒ #1 or #2 in the lumber and building materials sector, in key geographies served ▪ The combined company will be diversified across end markets and customer segments ‒ Residential (~51%) / Commercial & Industrial (~36%) / Complementary (~13%) ‒ R&R (~50%) / New construction (~50%) ▪ Compelling financial benefits across distribution, procurement, sales and technology |
| Confidential 6 Sales ($ Billion) $11.9 $6.2 Adj. EBITDA ($ Billion) $1.0 $1.1 Adj. EBITDA Margin ~8% ~18% Branches ~700 ~450 Employees ~13,000 ~15,000 Combined Company3 QXO and TopBuild – A Powerful Growth Platform Confidential QXO1 TopBuild2 ~$18.1Bn Revenue ~$2.1Bn Adj. EBITDA ~12% Adj. EBITDA Margin 1 Financials represent 2025A, and reflect the full year contribution of acquisitions completed throughout the year for QXO, and full year results for Kodiak Building Partners 2 Financials represent 2025A, and adjusted to reflect the full year contribution of acquisitions completed throughout the year 3 Combined Company financials represent 2025A, adjusted to reflect the full year contribution of acquisitions completed throughout the year for QXO and TopBuild, as well as results for Kodiak Building Partners. Excludes the impact of potential synergies resulting from the acquisition of TopBuild.” \\Msad\root\NA\NY\lib\ibd\D2 _Projects\AMER\New York\T\Titanium_ND1001230 5259\Project Titanium\2. XLS\24. Announcement Presentation\Project Titanium_Announcement Backup.xlsx Immediately and Materially Accretive to QXO’s Earnings ~1,150 Branches ~28,000 Employees |
| Confidential 7 Why QXO Selected TopBuild as Its Next Acquisition ▪ Large, growing TAM with secular tailwinds from housing undersupply, aging stock, data center construction and energy efficiency regulation ▪ Differentiated integrated model (installation and distribution) with deep customer relationships driving economies of scale ▪ Attractive financial model: capital light, high margins, strong ROIC, and consistent free cash flow generation ▪ Diversified across residential, commercial, and industrial end markets with a growing non-cyclical repair & maintenance mix ▪ Proven compounder with a repeatable playbook balancing organic growth and M&A ▪ Best positioned consolidator in fragmented markets, creating a long runway for growth ▪ Opportunity to enhance operations through technology investments ▪ Highly motivated and engaged employee base built on a culture centered on continuous improvement |
| Confidential 8 QXO and TopBuild Complement Each Other ▪ >$200 billion TAM with substantial organic and M&A growth opportunities ▪ Category leadership in Roofing, Waterproofing and LBM ▪ Proven M&A track-record and transformation playbook ▪ R&R-weighted roofing business provides resilient performance through cycles ▪ Game-changing technology capabilities ▪ Demonstrated and virtually unmatched ability to raise and allocate capital effectively ▪ Clear market leadership in insulation distribution and installation ▪ Broad product portfolio and footprint, best-in-category service at national and local level ▪ Long history of proven operational execution and value creation ▪ Track record of market and customer expansion ▪ Industry leading margins and resilient free cash flow, supporting financial stability and M&A ▪ Diversified end-market exposure, driving consistent, balanced growth What QXO Brings What TopBuild Brings The Combination Creates a Higher-Margin Business with Expanded Value-Added Offerings |
| Confidential 9 Benefits to Overlapping Customers and Vendors Roofing Insulation Thousands of Local Contractors Across the U.S. and Canada National Builders Key Regional Partners Key Critical Suppliers Other Strategic Partners Key Customers |
| Confidential 10 Meaningful Synergy Opportunity Enabled by Technology QXO expects to achieve run-rate synergies of approximately $300 million by 2030 Procurement Optimize the organization to increase spans of control and drive agility Organizational Redesign Org Chart Optimization and Standard Structure Field Operational Excellence Fine tune branch and operating model to improve execution consistency, labor productivity, and service levels Capture procurement savings by centralizing sourcing, leveraging scale, and expanding e-sourcing tools Procurement Network Consolidation Inventory Rationalize the branch, warehouse, and delivery network to reduce cost-to-serve while improving service coverage Increase logistics efficiency through higher fleet utilization, routing optimization, and transportation planning Improve inventory availability and working capital through SKU- and location-level forecasting and assortment optimization Network Consolidation Transportation Optimization Inventory Management Commercial Excellence Improve price realization through more disciplined, data-enabled pricing, discounting, and bid management Deepen customer relationships and grow share of wallet by combining installer capabilities with a scaled distribution platform Align incentives with sales outcomes; optimize deployment and usage of CRM Pricing Sales Excellence Organic Portfolio Reallocation Expand solutions-based offerings that bundle materials, labor, and services across residential, commercial, and industrial markets Portfolio Reallocation & Assortment Revenue Initiatives Cost Initiatives |
| Confidential 11 TopBuild's Investor Day Long-Term Guidance1 ▪ $9 billion to $10 billion in annual revenue by 2030 ▪ $1.7 billion to $2.0 billion in annual adjusted EBITDA by 2030 ▪ EBITDA growth driven by combination of organic growth and accretive M&A ▪ Cumulative free cash flow of $4.2 billion to $5.0 billion from 2026 to 2030 ▪ Consistent free cash flow conversion of 60% to 70%2 Generates Significant Free Cash Flow to Fund Future Acquisitions 1 Represents TopBuild long-term guidance as of TopBuild’s Investor Presentation as of December 9, 2025 2 Free cash flow conversion defined as free cash flow divided by Adj. EBITDA |
| Confidential 12 Transaction Overview Purchase Price ▪ $17.0 billion enterprise value ▪ 14.9x 2025 adjusted EBITDA1 pre-synergies; 11.8x 2025 adjusted synergized EBITDA1 Transaction Considerations ▪ TopBuild stockholders with right to elect to receive $505.00 in cash or 20.200 shares of QXO ▪ Election subject to maximum aggregate cash consideration of 45% of transaction consideration ▪ QXO may increase the maximum amount of stock consideration in the transaction if TopBuild stockholders elect to receive more than 55% of the consideration in shares of QXO common stock Ownership & Governance ▪ TopBuild shareholders expected to own ~19% of the combined company on a fully diluted basis (assuming 55% stock consideration) ▪ QXO will expand its board of directors to include one nominee from TopBuild Synergies ▪ ~$300 million run-rate EBITDA synergies expected to be fully phased by 2030E Transaction Sources ▪ New stock to TopBuild shareholders: $7.9 billion ▪ Drawdown of commitment to purchase Preferred Stock: $1.0 billion ▪ New debt: $6.0 billion ▪ Remainder funded from cash on hand Closing Conditions ▪ Shareholder approval at both companies ▪ Customary closing conditions, including HSR and other regulatory approvals ▪ No financing contingency Timing ▪ Transaction expected to close in Q3 2026 1 Adjusted to reflect the full year contribution of acquisitions completed throughout the year |
| Confidential 13 Appendix: Supplemental Materials |
| Confidential 14 QXO Investment Highlights 2 Enormous TAM Supported by Attractive Long-Term Demand Drivers 5 TopBuild: a Perfect Complement to Beacon and Kodiak 6 Extensive Opportunity for Additional M&A 7 Management Incentives Aligned with Shareholders 4 QXO’s Proven Transformation Playbook 3 Exemplary Track Record of Creating Outsized Shareholder Value 1 On Path Toward Creating a World-Class $50 Billion Revenue Building Products Distributor |
| Confidential 15 ▪ Address large, highly fragmented industry with meaningful opportunity for value creation ▪ Acquire businesses at attractive valuations ‒ Transformational opportunities in adjacent verticals ‒ Regional targets in roofing, waterproofing, lumber and complementary categories ‒ Opportunistic approach to M&A ▪ Deploy proven approach to substantially grow earnings of acquired businesses ‒ Drive above-market organic revenue growth ‒ Significantly expand EBITDA margin ‒ Leverage game-changing technology opportunities ‒ Time-tested playbook: CEO Brad Jacobs and his teams drove outsized value at United Waste, United Rentals and XPO ▪ Generate free cash to replenish acquisition capacity ▪ Wash, rinse, repeat: Execute additional acquisitions and replicate transformation plan Creating a World-Class Building Products Distributor |
| Confidential 16 ▪ Active pipeline of a shortlist of potential M&A targets with a combined $100 billion of revenue ▪ Long-term goals of ~$50 billion annual revenue and $7.5 billion EBITDA ▪ Deployed significant capital in early 2026, with Kodiak as a first step: ‒ Participating in secular growth of the building products distribution sector ‒ Opportunity for margin improvement by deploying the QXO transformation playbook ‒ Powerful synergies o Scaled procurement and logistics efficiencies o Commercial excellence, including cross-selling and salesforce effectiveness o World-class technology, including E-commerce o Demand planning and inventory management o Network optimization ‒ Attractive valuation that aligns with our price discipline ▪ Operational improvement buys down the acquisition multiple QXO Value Creation Roadmap Through M&A |
| Confidential 17 Highly-Experienced Management Team with Strong Track Record in Driving Transformations Brad Jacobs Chairman and Chief Executive Officer ▪ Founded five multibillion-dollar public companies, including United Waste, United Rentals, XPO, and XPO spin-offs GXO and RXO Michael DeWitt Chief Procurement Officer ▪ Former Vice President of International Spend Management at Walmart ▪ Previously Chief Procurement of Highmark Health and senior leadership roles at Bayer and Hewlett Packard Josephine Berisha Chief Human Resources Officer ▪ Former CHRO of XPO ▪ Previously Managing Director, Head of Corporate Compensation and Firmwide Human Capital Analysis at Morgan Stanley Ruben Carbajo Senior Vice President Pricing ▪ Former Vice President of Revenue Operations at Avantor ▪ Previously Pricing & Revenue Management Director at Essity |
| Confidential 18 Highly-Experienced Management Team with Strong Track Record in Driving Transformations (cont’d) Matt Fassler Chief Strategy Officer ▪ Former Chief Strategy Officer of XPO ▪ Previously Goldman Sachs Managing Director, Consumer Business Unit Leader in Global Investment Research Val Liborski Chief Technology Officer ▪ Former Chief Technology Officer for Yahoo! and HelloFresh ▪ Previously at Amazon Web Services and Microsoft Austin Landow Executive Vice President ▪ Managing Director at Jacobs Private Equity, LLC. ▪ Previously Investor at Stockbridge Capital Group and Cerberus Capital Management Ihsan Essaid Chief Financial Officer ▪ Former Global Head of M&A at Barclays ▪ Previously held senior M&A roles at Credit Suisse and Perella Weinberg Partners |
| Confidential 19 Highly-Experienced Management Team with Strong Track Record in Driving Transformations (cont’d) Chris Signorello Chief Legal Officer ▪ Former Deputy General Counsel and Chief Compliance Officer at XPO ▪ Previously at Henkel Corporation and Goodwin Procter Eric Nelson Chief Information Officer ▪ Former Vice President and Head of Business Capabilities at The Kraft Heinz Company ▪ Previously led Continuous Improvement and Manufacturing Systems Initiatives at Cadbury plc. Mark Manduca Chief Investment Officer ▪ Previously Chief Investment Officer at GXO Logistics ▪ Prior to GXO Logistics, held senior positions at Citigroup and Bank of America Taylor Sommer Chief Sales Officer ▪ Former Chief Sales Officer at Republic National Distributing Company ▪ Deep experience in sales leadership, operations and category management |
|
