TopBuild Corp

TopBuild Corp. announced that its previously disclosed merger with QXO, Inc. is facing a lawsuit filed by a QXO stockholder. The complaint, filed on June 8, 2026, alleges that QXO's board breached fiduciary duties by failing to disclose material information necessary for stockholders to make an informed decision on the merger, seeking to enjoin the transaction. Additionally, both companies received demand letters from stockholders alleging omissions in the Joint Proxy Statement/Prospectus. While TopBuild and QXO deny any deficiencies, they are voluntarily supplementing the disclosures to mitigate litigation risks and avoid delays, with TopBuild's board reaffirming its unanimous recommendation for the merger.

TopBuild Corp. announced a temporary blackout period for its 401(k) Plan participants, effective June 24, 2026, and ending by July 18, 2026. This action is in connection with the previously announced acquisition by QXO, Inc. During this period, participants cannot trade or transfer funds in the TopBuild Stock Fund. Additionally, directors and executive officers are prohibited from trading TopBuild equity securities acquired through their service or employment during a "Pre-Merger Blackout Period" expected to end July 1, 2026, as per Sarbanes-Oxley Act and SEC regulations.

TopBuild Corp. entered into two Supplemental Indentures on June 11, 2026, to amend the terms of its 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034. These amendments, made in connection with the previously announced acquisition by QXO, Inc., eliminate the change of control offer requirement, substantially all restrictive covenants, certain defeasance conditions, and most events of default. The changes became effective upon execution but will only become operative once specific conditions related to the tender offers and the merger are met, following consent from a majority of noteholders.

TopBuild Corp. and QXO, Inc. announced the deadline for TopBuild stockholders to elect their preferred form of consideration for the acquisition of TopBuild by QXO. The election deadline is 5:00 p.m. ET on June 29, 2026. Stockholders can choose to receive either $505.00 in cash or 20.200 shares of QXO common stock for each TopBuild share, subject to proration. Those who do not make an election will receive QXO stock.

TopBuild Corp. announced its election to exercise its optional redemption right for the entire outstanding $400 million aggregate principal amount of its 3.625% Senior Notes due 2029. The redemption date is set for July 1, 2026, with a redemption price of 100.000% of the principal amount plus accrued interest. This action is conditional upon receiving stockholder approvals for the proposed acquisition of TopBuild by QXO, Inc.

TopBuild Corp. reported mixed financial results for the first quarter of 2026, with net sales increasing significantly while net income and earnings per share declined. The company's net sales rose 17.2% to $1.45 billion, driven by strong performance in its Specialty Distribution segment. However, net income decreased by 15.0% to $104.8 million, and diluted EPS fell 11.8% to $3.73, primarily due to a substantial increase in interest expense and higher selling, general, and administrative expenses. The company also saw goodwill additions from recent acquisitions and maintained compliance with its debt covenants.

TopBuild Corp. reported its first quarter 2026 financial results, with sales growing 17.2% to $1.45 billion, primarily driven by recent acquisitions. Despite macro challenges in residential and light commercial new construction, the company's performance was in line with expectations, and it continues to focus on operational excellence and M&A. Net income and diluted EPS saw a year-over-year decrease, but the company highlighted strong free cash flow and a robust acquisition pipeline, having completed four acquisitions in 2026.

TopBuild Corp. reported its first quarter 2026 results, with sales increasing 17.2% to $1.45 billion, primarily driven by recent acquisitions. Despite the sales growth, net income decreased to $104.8 million and diluted EPS fell to $3.73 compared to the prior year. The company highlighted solid results in heavy commercial and industrial markets, offsetting residential and light commercial new construction challenges, and is making good progress on integrating acquired businesses. TopBuild also reiterated its excitement about the upcoming merger with QXO, announced on April 19.

TopBuild Corp. announced the cancellation of its first quarter 2026 earnings conference call, which was originally scheduled for May 5, 2026. This decision was made in light of the previously announced QXO acquisition on April 19, 2026. The company still plans to release its Q1 2026 results on May 5, 2026, prior to 7:00 a.m. Eastern time.

TopBuild Corp. announced that Joseph M. Viselli, its Vice President and Chief Growth Officer, will retire from the company effective June 30, 2026. Mr. Viselli's decision was made for personal reasons and is not a result of any disagreement with the company. He will remain in his role until his retirement date to ensure a smooth transition of his duties.