425 1 tm2612209d4_425.htm 425

Filed by QXO, Inc.
Pursuant to Rule 425 under the Securities Act of 1933,

and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

Subject Company: TopBuild Corp.

Commission File No.: 001-36870

QXO Morning Message to QXO Employees

QXO Announces Deal to Acquire TopBuild Corp.

QXO announced yesterday that it's entered into an agreement to purchase TopBuild, the largest distributor and installer of insulation and related building products in North America. QXO will purchase TopBuild for $16.8 billion. When the deal closes, QXO will be the second largest publicly traded building products distributor in North America, with more than $18 billion in company revenue and more than $2 billion of adjusted EBITDA.

Through its Installation Services business, TopBuild provides nationwide insulation installation and services. Its Specialty Distribution business supplies contractors with building and mechanical insulation, accessories, and related products. Its end markets include residential, heavy and light commercial, industrial and marine.

The acquisition will benefit QXO customers as we'll be positioned to cross-sell legacy Beacon and Kodiak products with TopBuild's services and products. Importantly, the deal will expand QXO’s exposure to large, complex projects, such as data centers, where scale makes a difference.

Founded in 2015, TopBuild has a large footprint in North America and a proven ability to scale:

15,000 employees

450 branch locations

Headquartered in Daytona Beach, Florida

Once the acquisition is completed, QXO will hold leadership positions in key building product categories:

#1 in insulation

#2 in roofing

#1 in waterproofing

#1 or #2 in key geographies served within lumber and building materials

The transaction is expected to close in the third quarter of 2026.

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 Corp. (“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, Inc.’s (“QXO”) 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.

Letter from Brad Jacobs to TopBuild Corp. Employees

April 20, 2026

Dear valued TopBuild employee,

I’m delighted to share that QXO has entered into an agreement to purchase TopBuild. We’re looking forward to benefiting from TopBuild’s network of strategically located sites across North America and learning from experts within the industry who are committed to exceeding customers’ expectations.

QXO was founded in 2024 with the goal of reshaping the building products distribution industry through tech-focused innovation. We consider TopBuild to be highly complementary to our existing business, allowing us to deliver more value to customers, increase our presence in key markets, and create expanded career opportunities for all team members.

We understand you have questions about the future and your role with QXO. In the coming days, you’ll receive information from your TopBuild managers, as well as transaction updates, resources, and answers to many questions. Please be assured that there will be no immediate changes to roles, responsibilities, managers, pay, or benefits.

We’re excited about the opportunities ahead, and I look forward to working with you and seeing what we can accomplish together!

Brad Jacobs

Chairman and CEO, QXO Inc.

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

No Offer or Solicitation

Participants in the Solicitation

QXO Investor Presentation Press Release

QXO Announces Investor Presentation Regarding Acquisition of TopBuild

GREENWICH, Conn. — April 20, 2026 — QXO, Inc. (NYSE: QXO), following the announcement yesterday of its agreement to acquire TopBuild Corp. (NYSE: BLD) (“TopBuild”), has posted a recorded investor presentation to provide additional detail regarding the transaction.

The presentation, featuring a slide deck and narrated commentary from QXO Chief Executive Officer Brad Jacobs, outlines the strategic rationale for the acquisition, anticipated financial impact, and the long-term growth opportunities provided by the combined platform.

Access Information

The presentation is available now via NetRoadshow at the following link:

http://www.netroadshow.com/nrs/home/#!/?show=e496ea07

Alternatively, visit www.netroadshow.com and enter the following review entry code: QXO283rev (not case-sensitive)

The presentation materials are also accessible on the Investor Relations section of QXO’s website at: https://investors.qxo.com/events-and-presentations/default.aspx

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.

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.

No Offer or Solicitation

Important Information for Investors and Stockholders

Participants in the Solicitation

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

QXO Investor Presentation Transcript

QXO to Acquire TopBuild

April 19, 2026

Thanks for joining us today. I'm Brad Jacobs and I'm the chairman and CEO of QXO. We're excited to walk you through today's announcement and explain why this deal is a game-changer for QXO and our shareholders.

Today we announced a definitive agreement to acquire TopBuild for approximately $17 billion. This transaction makes QXO the second largest publicly traded building products distributor in North America, with more than $18 billion of combined revenue and more than $2 billion of combined company adjusted EBITDA, putting us squarely on the path to building a $50 billion revenue market leader within the next decade. The combined company will also have an enterprise value of about $50 billion.

With TopBuild, we instantly become the leader in insulation, adding a scaled platform with national reach and strong local execution. The combination expands our strategic footprint across multiple verticals and expands our addressable market to over $300 billion. Post-close, QXO will hold leading positions across roofing, insulation, waterproofing, and lumber and building materials, creating a broader and more value-added platform for customers. The combined business is diversified across residential, commercial, and industrial end markets and across project types with an almost 50/50 split between repair and remodel and new construction. This is the natural next step as we build out our multi-category platform, strengthening our position to compound growth through organic growth and additional consolidation over time.

To give you the full picture, if you adjust for the full year contribution of acquisitions completed since 2025, the combined business generated approximately $18.1 billion of revenue and more than $2 billion of adjusted EBITDA in 2025, with an adjusted EBITDA margin of about 12%. We will operate approximately 1,150 locations, employ about 28,000 people, and manage a fleet of more than 10,000 vehicles on the road. QXO's combination with TopBuild will be immediately and meaningfully accretive to our earnings per share.

So what attracted us so much to TopBuild? TopBuild operates in a large and expanding addressable market with structural tailwinds, including housing undersupply, aging building stock, and energy efficiency requirements, all supporting durable long-term demand. Their integrated model gets us closer to the job site, deepens customer relationships, and creates operational advantages. The business generates strong free cash flow through a capital-light model, supporting reinvestment and continued consolidation over time. TopBuild benefits from exposure to fast-growing commercial and industrial end markets, including data centers and other energy-efficient infrastructure related projects that require complex integrated building solutions. TopBuild has demonstrated consistent execution through a repeatable growth playbook, balancing organic initiatives with M&A. We're fortunate that with the acquisition of TopBuild, we're inheriting a deep bench of best-in-class operators with a culture centered on continuous improvement. I'm eagerly looking forward to welcoming TopBuild employees to the QXO family.

TopBuild is the clear leader in the installation and distribution of insulation in North America, with industry-leading adjusted EBITDA margins of approximately 18%. TopBuild’s integrated distribution and installation model allows it to capture value across the supply chain and deepen customer relationships. QXO brings a $200 billion TAM (total addressable market), a proven transformation playbook, scaled procurement, technology-enabled execution, and access to capital. Together, the combination creates a higher margin, more resilient platform with expansive value-added offerings. National scale combined with local execution creates an advantage for customers preferring a larger footprint and consistently superior service.

This transaction creates an even stronger partner for leading manufacturers, offering broader distribution, installation capabilities, and deeper market access across insulation, roofing, waterproofing, and adjacent categories. It makes things much easier for national builders and large regional customers, enabling more consistent service, broader product availability, and coordinated execution across multiple geographies and markets. The combination enhances value for local contractors through improved access to products, services, and support, while maintaining the local relationships and execution model that drive day-to-day performance. It also strengthens supplier relationships by increasing volume, visibility, and predictability, supporting joint planning, innovation, and long-term partnerships with critical vendors. It positions the combined platform as a preferred channel for complex, multi-product projects including commercial, industrial, and infrastructure applications that require integrated solutions.

We're going to use technology to unlock about $300 million of run-rate EBITDA synergies by 2030. This combination allows us to deepen customer relationships by bringing together installer capabilities with a scaled distribution platform, which supports higher revenue per customer over time. By offering more integrated solutions across insulation, roofing, and related products, we can increase share of wallet and become a more strategic partner to our customers. Operational improvements will come from procurement scale, organizational alignment, field-level operational excellence, and network optimization. These improvements reliably buy down acquisition multiples over time, reducing execution risk. As you know, M&A is a core competency of QXO supported by a repeatable and disciplined acquisition playbook.

At its most recent investor day, TopBuild management targeted $9 to $10 billion of revenue and $1.7 to $2 billion of adjusted EBITDA by 2030. The business operates a capital-light model with strong free cash flow generation. TopBuild management estimates cumulative free cash flow of $4.2 billion to $5 billion from 2026 to 2030. Free cash flow conversion has consistently been in the 60 to 70% range, supporting self-funded growth and M&A. Best-in-class margins reflect scale advantages and a differentiated value-added service offering. This strong cash flow generation will help fund future M&A at QXO.

The transaction values TopBuild at $505 per share, representing a multiple of 14.9x 2025 adjusted EBITDA pre-synergies, and 11.8x post-synergies. TopBuild shareholders have the right to elect to receive $505 in cash or 20.2 shares of QXO for every share they own of TopBuild. Election is subject to maximum aggregate cash consideration of 45% of total transaction consideration. The consideration is expected to be approximately 45% cash and 55% stock, but QXO may increase the maximum amount of stock issued to shareholders depending on the election. In addition, TopBuild will have the right to appoint one director to the board of QXO. The transaction is subject to customary closing conditions, and we expect to close it in the third quarter of 2026. In summary, TopBuild is a transformational acquisition that strengthens QXO's scale, margin profile, earnings accretion, and long-term growth trajectory. The combination adds structural growth, resilience through cycles, and best-in-class execution to the platform.

We strongly believe this transaction creates significant durable value for our shareholders and positions us to compound value over multiple cycles. Thanks again for your time today and your interest in our growth plans. Have a great day.

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

No Offer or Solicitation

Participants in the Solicitation

SEC Form 425 filed by TopBuild Corp.