TopBuild Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 14A

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Dear Fellow Shareholders:

On behalf of the Board of Directors and the management team of TopBuild, I want to thank you for your ongoing support and confidence in our company. It is my pleasure to invite you to join us virtually on April 27, 2026, at 10 AM Eastern Time, for our Annual Meeting of Shareholders.

NEW MILESTONES IN 2025

We are very proud of our business and last year we celebrated our 10-year anniversary of being a standalone public company. Since our spin-off in 2015, we have delivered compound annual growth of nearly 13% in sales and more than 25% in adjusted EBITDA, an accomplishment that can be attributed to our unique business model and more than 14,000 employees across the network. In 2025 we delivered $5.4 billion in sales and more than $1 billion in adjusted EBITDA¹.

Our strong free cash flow has enabled us to make targeted investments across TopBuild and return significant capital to shareholders, a testament to our differentiated business model and ongoing confidence in our ability to continue driving strong returns. In 2025, we repurchased shares totaling $434 million through our share buyback program, and over the last decade, we’ve returned more than $2 billion to our shareholders.

In 2025, we completed seven transactions which together added about $1.2 billion in annual revenue.

The acquisition of Progressive Roofing in July marks our entry into commercial roofing, strategically and deliberately creating a great opportunity for TopBuild and our shareholders. Progressive Roofing is a strong platform for growth, expands our presence in the commercial and industrial end markets, and diversifies our mix of revenue into non-discretionary, less cyclical revenue streams like re-roofing and maintenance and services. We see a tremendous runway for growth in the large and highly fragmented commercial roofing market.

In October, we acquired Specialty Products and Insulation (SPI), representing the next phase of expansion in our mechanical insulation business, strengthening our presence in the commercial and industrial end markets. SPI is a great complement to our existing Specialty Distribution business – it extends our geographic footprint, expands our value-added fabrication capabilities and better enables us to serve our customers’ needs.

Over the last decade, through our 49 acquisitions, we have purposefully improved the diversification our business – between cyclical and non-cyclical demand drivers, between the residential and commercial and industrial end markets, and between our Installation Services and Specialty Distribution segments.


What has not changed over the last 10 years is our commitment to building a people-first culture and working safely every day. For the third consecutive year, we earned certification by Great Place to Work^®, a global authority on workplace culture, employee experience, and effective leadership, which provides independent company assessments based entirely on employees’ feedback about their workplace experience.

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We are incredibly proud of our teams and everything we’ve accomplished in 2025, demonstrating resilience, strength and an unwavering commitment to profitable growth and operational excellence.

OUR FUTURE IS BRIGHT

While near-term uncertainty exists in the residential new construction end market, we are encouraged by our solid backlog and bidding activity on the commercial and industrial front. We remain bullish about the underlying fundamentals of our industry, our $95 billion total addressable market, and the potential to capitalize on both organic and M&A growth opportunities.

We have a clear, profitable growth strategy and a proven track record of success fueled by our unique, flexible and capital efficient business model. We are well diversified, in great categories with excellent fundamentals, and our role is critical to the construction process.

We have a talented management team with deep bench strength, and we’ve demonstrated our ability to navigate broader changes in the environment and outperform the market. Our business is healthy, we are able adapt quickly, and we see excellent opportunities for growth.

Finally, we will continue to generate very strong free cash flow and be disciplined stewards of capital. We have an active and robust acquisition pipeline, and we will continue our relentless focus on compounding returns and delivering increased shareholder value.

VOTING YOUR SHARES

I encourage you to read the accompanying Proxy Statement carefully and vote for the Board’s nominees and in accordance with the Board’s recommendations on the other proposals. You may cast your vote online, by telephone, by mail, or during the Annual Meeting. Further instructions are provided in the Notice, the proxy card or the voting instruction form provided by your broker. Please vote your shares promptly. Your vote is very important and ensures you are represented at the Annual Meeting.

Thank you for continued support and investment in TopBuild.

Sincerely yours,

Robert Buck

President and Chief Executive Officer

¹ See Exhibit 99.1 to our Earnings Release 8-K filed February 26, 2026, for reconciliation

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NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS	2
PROXY SUMMARY	3
PROXY STATEMENT	6
CORPORATE GOVERNANCE	7
PROPOSAL 1: ELECTION OF DIRECTORS	12
BOARD OF DIRECTORS AND COMMITTEES	17
COMMITTEES OF THE BOARD	17
DIRECTOR COMPENSATION	20
AUDIT COMMITTEE REPORT	21
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22
COMMON STOCK OWNERSHIP OF OFFICERS, DIRECTORS AND SIGNIFICANT SHAREHOLDERS	23
PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	25
COMPENSATION COMMITTEE REPORT	26
EQUITY COMPENSATION PLAN INFORMATION	44
OTHER MATTERS	44
ANNUAL REPORT	44
SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING	45
EXPENSES OF SOLICITATION	45
APPENDIX A - GENERAL INFORMATION ABOUT THE MEETING AND VOTING	46
ADMISSION TO THE 2026 ANNUAL MEETING	51

TopBuild Corp. - Proxy Statement 1

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TopBuild Corp.

475 North Williamson Boulevard

Daytona Beach, Florida 32114-7101

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of TopBuild Corp.:

The 2026 Annual Meeting of Shareholders of TopBuild Corp. will be held virtually on April 27, 2026, at 10:00 AM Eastern Time, for the following purposes:

(a)	To elect each of Alec C. Covington, Ernesto Bautista III, Robert M. Buck, Joseph S. Cantie, Tina M. Donikowski, Deirdre C. Drake, Mark A. Petrarca and Nancy M. Taylor as Directors of the Company for a term of one year or until their respective successors have been duly elected and qualified;

(b)	To ratify the appointment by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026;

(c)	To approve, on an advisory basis, the compensation of our named executive officers; and

(d)	To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

Only shareholders of record at the close of business on February 26, 2026, may vote at the meeting.

On or about March 17, 2026, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record as of February 26, 2026, and posted our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials electronically or by mail.

Your vote is very important. As a shareholder, you may vote your shares (1) at the Annual Meeting, (2) by telephone, (3) through the Internet in advance, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone or through the Internet (including voting deadlines) are included in the Notice and in the proxy card. For specific instructions on how to vote your shares, please refer to the instructions on the Notice in the section titled “GENERAL INFORMATION ABOUT THE MEETING AND VOTING” of this Proxy Statement, or on the enclosed proxy card.


	By order of the Board of Directors.

	Luis F. Machado Vice President, General Counsel and Corporate Secretary
Note: The Board of Directors solicits votes by use of the Company's telephone or internet voting procedures or, if you requested to receive printed proxy materials, the execution and prompt return of the accompanying proxy card in the enclosed return envelope.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider before voting your shares, and you should read this entire Proxy Statement carefully before voting. Page references are supplied to help you find additional information in this Proxy Statement.

Annual Meeting of Shareholders

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Date and Time: Monday, April 27, 2026, at 10:00 AM Eastern Time

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Location: virtually at www.virtualshareholdermeeting.com/BLD2026

Who May Vote

You may vote if you were a shareholder of record at the close of business on the record date, February 26, 2026.

We began mailing a Notice of Availability of Proxy Materials on or about March 17, 2026, to those persons who are entitled to vote at the Annual Meeting.

How to Cast Your Vote

You can vote by any of the following methods:


		Internet (www.proxyvote.com) until 11:59 PM Eastern Time on April 26, 2026;

		Telephone (1-800-690-6903) until 11:59 PM Eastern Time on April 26, 2026;

		If you requested to receive printed proxy materials, by completing, signing, and returning your proxy by mail so that it is received no later than April 24, 2026; or

		During the Annual Meeting: If you are a shareholder of record, the control number on your proxy card will serve as proof of ownership. If you hold your shares through a broker, nominee or other intermediary, you must present proof of ownership to attend the meeting and must obtain a legal proxy from the broker, nominee or other intermediary that holds your shares giving you the right to vote the shares during the Annual Meeting.

Voting Matters

We are asking you to vote on the following proposals at the Annual Meeting:


Proposal	Board Recommendation	Page
Election of Directors	FOR each Director Nominee	12
Ratification of Auditor Appointment	FOR	22
Advisory Vote on Executive Compensation	FOR	25

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Director Nominees (page 12)

The Board has nominated each of Alec C. Covington, Ernesto Bautista III, Robert M. Buck, Joseph S. Cantie, Tina M. Donikowski, Deirdre C. Drake, Mark A. Petrarca, and Nancy M. Taylor as Directors, to hold office for a term of one year or until their respective successors have been duly elected and qualified.

The following table provides summary information about each director nominee:

Name

Age

Director
Since

Occupation

Independent

Committee
Memberships

Other Public Company
Boards

Alec C. Covington⁽¹⁾

2015

Managing Director, Haynes Park Capital, LLC

Yes

Audit

Compensation

Governance

—

Ernesto Bautista, III

2021

Chief Financial Officer of BJ Energy Solutions, LLC

Yes

Audit

Compensation

Governance

—

Robert M. Buck

2021

Chief Executive Officer of the Company

None

Core & Main, Inc.

Joseph S. Cantie

2015

Former Executive Vice President and Chief Financial Officer of TRW Automotive Holdings Corp.

Yes

Audit (Chair)

Compensation

Governance

Howmet Aerospace, Inc.

Gates Industrial Corporation Plc.

Tina M. Donikowski

2018

Former Vice President, Global Locomotive Business of General Electric

Yes

Audit

Compensation

Governance

Advanced Energy Industries, Inc.

Deirdre C. Drake

2023

Former Executive Vice President, Chief People Officer, and Head of Communications of U.S. Cellular Corporation

Yes

Audit

Compensation

Governance

—

Mark A. Petrarca

2015

Former Senior Vice President of Human Resources and Public Affairs, A. O. Smith Corporation

Yes

Audit

Compensation

(Chair)

Governance

—

Nancy M. Taylor

2018

Former President and Chief Executive Officer of Tredegar Corporation

Yes

Audit

Compensation

Governance

(Chair)

Malibu Boats, Inc.

(1) Mr. Covington serves as Board Chairperson.

Ratification of Auditor Appointment (page 22)

We are asking our shareholders to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2026. Below is summary information about fees billed to us by PwC for services provided in the years ended December 31, 2024 and 2025:


		Year Ended December 31, 2024 ($)		Year Ended December 31, 2025 ($)
Audit Fees		2,405,000		3,524,652
All Other Fees		2,000		77,000
TOTAL		2,407,000		3,601,652

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Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers (page 25)

We are asking our shareholders to approve, on an advisory basis, the compensation of our named executive officers. We believe our compensation programs and practices are appropriate and effective in implementing our compensation philosophy, as they support achieving our goals with appropriate levels of risk and are aligned with shareholder interests, including:

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long-term equity incentive awards with performance-based vesting;

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a balanced mix of long-term incentives including restricted stock unit awards to motivate long-term performance and reward executives for gains in the stock price;

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very limited perquisites;

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stock ownership requirements for senior officers; and

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annual incentive compensation bonuses tied directly to performance and capped at varying percentages of base salary, limiting excessive awards for short-term performance.

Compensation Committee Report (page 26)

Our compensation programs are designed to attract, retain, and incentivize executive officers to focus on critical business objectives, appropriately balance risks and rewards, and effectively lead our business. The fundamental principles of our compensation programs are to reward executive officers based on Company performance, both the achievement of performance goals and the making of effective strategic decisions, and to align executive officers' interests with the long-term interests of our shareholders.

We believe that having a significant ownership interest in our Company via stock ownership is critical to aligning the interests of executive officers with those of our shareholders. Accordingly, equity awards in the form of restricted stock units with extended vesting periods, as well as awards that vest only upon the achievement of performance goals, are an important component of compensation for our executive officers. The value ultimately realized from equity awards depends on the long-term performance of our Company and our common stock.

At our Annual Meeting in 2025, approximately 96% of the votes cast were voted in favor of our say-on-pay proposal, suggesting that an overwhelming majority of our shareholders approve of our executive compensation programs and philosophy.

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PROXY STATEMENT

2026 Annual Meeting

The 2026 Annual Meeting of Shareholders of TopBuild Corp. (the “Annual Meeting”) will be held virtually at 10:00 AM Eastern Time on April 27, 2026, for the purposes set forth in the accompanying Notice of the 2026 Annual Meeting of Shareholders. This Proxy Statement is being furnished to our shareholders of record as of February 26, 2026 (the “Record Date”), in connection with the solicitation of proxies by the Board of Directors (the “Board”) for the Annual Meeting and at any adjournments or postponements of the Annual Meeting. We refer to TopBuild Corp. in this Proxy Statement as “we,” “us,” “our,” the “Company” or “TopBuild.”

About TopBuild

We are a leading installer of insulation and commercial roofing and a specialty distributor of insulation and other building products to the construction industry in the United States and Canada. We operate in two segments: our Installation Services segment, which accounts for approximately 59% of our sales, and our Specialty Distribution segment, which accounts for approximately 41% of our sales. We provide insulation and commercial roofing installation services nationwide through our Installation Services segment, which has more than 200 branches located throughout the continental United States. We distribute building and mechanical insulation, insulation accessories, rain gutters and other building product materials for the residential and commercial/industrial end markets through our Specialty Distribution segment, which has more than 250 distribution centers across the United States and Canada.

Our principal executive office is located at 475 North Williamson Boulevard, Daytona Beach, Florida 32114-7101. Our telephone number is (386) 304-2200 and our website is www.topbuild.com. Our common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “BLD”. Our internet website and the information thereon or connected thereto is not incorporated into or made a part of this Proxy Statement.

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CORPORATE GOVERNANCE

Strong governance is a critical part of our corporate culture. The following is an overview of our governance practices:


Board of Directors		Board Alignment with Shareholders
· Annual election of directors · Separate Chair and CEO roles · Independent Board and Committee Chairs · Majority voting for uncontested director elections · All directors are expected to attend at least 75% of the board and committee meetings · All directors are expected to attend the Annual Meeting		· Annual equity grants align directors and executives with shareholders · Annual advisory approval of executive compensation · Stock ownership requirements for officers and directors · Prohibition on insider hedging of our equity securities
Board Composition		Board Committees
· All independent directors, other than Chief Executive Officer · Diverse Board · 3 current or former Chief Executive Officers · No related party transactions		· All members of the committees of the Board are independent directors · Each Board committee has a charter that establishes its roles and responsibilities · 5 financial experts on the Audit Committee
Board Processes		Compensation
· Independent directors meet regularly without management present · Annual Board and Committee self-assessments · Board selection and orientation program · Board plays active role in risk oversight · Corporate Governance Guidelines approved by Board		· A significant portion of executive compensation is tied to performance · Incentive plan clawback policy · Independent advisor hired by the Compensation Committee · Safety incident metric included as part of incentive compensation
Shareholder Rights		Integrity and Compliance
· No supermajority voting requirement to amend certificate of incorporation or bylaws · Bylaw provisions governing proxy submissions permit shareholders meeting eligibility requirements to submit director candidates for election		· Code of Business Ethics for all directors, officers, and employees · Environmental, health and safety guidelines · Annual training on ethical behavior for managers and salaried employees

The Board has adopted Corporate Governance Guidelines (the “Guidelines”) that contain general principles regarding the responsibilities and function of our Board and Board Committees. The Guidelines set forth the Board's governance practices with respect to leadership structure, Board meetings, access to senior management, director compensation, director qualifications, Board performance, management evaluation and succession planning, and enterprise risk management. The Guidelines are available at: https://www.topbuild.com/company-information/corporate-governance.

The Board has also adopted a Code of Business Ethics that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other senior officers, in accordance with applicable rules and regulations of the SEC and the NYSE. Our Code of Business Ethics is available at: https://www.topbuild.com/company-information/corporate-governance.

Board Leadership Structure

The Guidelines provide that the roles of Chairperson of the Board and Chief Executive Officer may be separate or combined. If our Chairperson of the Board does not qualify as independent, then the Board must select a lead independent director to coordinate with the Chairperson of the Board and chair executive sessions of the independent directors. The Board currently separates the roles of Chairperson of the Board and Chief Executive Officer. We believe that separation of the positions of Chairperson of the Board and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs, is more conducive to objective evaluation and oversight of management’s performance, increases management accountability, and improves the Board’s ability to monitor whether management’s actions are in the best interests of the Company and its shareholders.

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The Board's independent oversight function is further enhanced by the following:

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all three standing Committees are composed entirely of independent directors

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Directors have unrestricted access to management

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the Board and its Committees may retain their own advisors

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the full Board regularly evaluates the performance of our Chief Executive Officer against pre-determined goals

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the Compensation Committee regularly evaluates the performance of our senior executive officers against pre-determined goals

Independent Sessions

The Board and each Committee regularly meet in independent session of only non-management directors, without Company personnel present, with the Chairperson of the Board or the applicable Committee Chairperson presiding.

Annual Board and Committee Self-Assessments

Our Board and each Committee conduct an annual self-assessment designed to determine whether the Board and the Committees are functioning effectively and to discuss the potential to improve their effectiveness. The self-assessment enables directors to provide confidential feedback on a variety of topics including Board and committee structure and composition, culture, responsibility, and accountability of directors. The results are compiled and presented to the Board and each Committee, which consider ways to enhance effectiveness. While the formal Board and Committee self-evaluation is conducted on an annual basis, the directors share perspectives, feedback, and suggestions throughout the year.

Majority Vote Standard for Election of Directors; Director Resignation Policy

Our Amended and Restated Bylaws provide for director majority voting in uncontested elections, which are those elections in which the number of nominees for election is less than or equal to the number of directors to be elected. For election or reelection to the Board in an uncontested election, a director must receive more votes cast in favor of such director’s election than cast against such director’s election. Promptly following the annual meeting at which a person is elected as a director, such person must agree to deliver an irrevocable resignation effective upon such persons’ failure to receive the required vote for reelection at the next meeting at which such person would face reelection. Any such resignation will be reviewed by the Governance Committee which will, within 90 days, make a recommendation to the Board regarding the resignation, at which time the independent members (other than the resigning member) of the Board will determine whether to accept, reject, or take other appropriate action with respect to the resignation. Absent a compelling reason for the director to remain on the Board, the Board shall accept such resignation.

Certain Relationships and Related Party Transactions

The Board has adopted a written related person transactions policy that requires the Board, or a designated committee thereof consisting solely of independent directors, to approve or ratify any transaction involving us in which any director, director nominee, executive officer, 5% beneficial owner of our common stock, or any of their immediate family members has a direct or indirect material interest. This policy covers financial transactions, arrangements or relationships or any series of similar transactions, arrangements, or relationships, including indebtedness and guarantees of indebtedness, as well as transactions involving employment and similar relationships. This policy excludes transactions determined by the Board or a committee of independent directors not to create or involve a material interest on the part of the related person, such as transactions involving the purchase or sale of products or services in the ordinary course of business and valued at $120,000 or less, transactions in which the related person's interest is derived solely from service as a director of another entity that is a party to the transaction, and transactions in which the related person's interest derives solely from his or her ownership (together with that of any other related persons) of less than 10% of the equity interests in another entity (other than a general partnership interest) which is a party to the transaction. The policy requires directors, director nominees, and executive officers to provide prompt written notice to the Corporate Secretary of any related person transaction so it can be reviewed by the Board or a designated committee thereof consisting solely of independent directors to determine whether the related person has a direct or indirect material interest. If the Board or a designated committee thereof consisting solely of disinterested, independent directors determines that a material interest exists, the Board or such committee will consider all relevant information to assess whether the transaction is in, or is not inconsistent with, the Company’s best interests and the best interests of our shareholders. The Board reviews this policy annually and makes changes as appropriate. In 2025, no related party transactions as defined under the policy occurred, and none were submitted, reviewed, or rejected.

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Compensation Committee Interlocks and Insider Participation

In 2025, each of our non-employee directors served on our Compensation Committee, and none of our executive officers or directors was a member of the board of directors of any other company where the relationship is a compensation committee interlock under Securities and Exchange Commission (“SEC”) rules.

Potential Director Candidates

The Governance Committee is responsible for screening potential director candidates and recommending qualified candidates to the full Board. We expect our Board to consist of individuals with appropriate skills and experiences to meet Board governance responsibilities and to contribute effectively to our Company. The Governance Committee seeks to ensure that the Board reflects a range of talents, skills, and expertise, particularly in the areas of accounting and finance, management, domestic markets, strategy, leadership, and diversity, each of which provide sound and prudent guidance with respect to our operations and interests.

The Governance Committee does not have a specific policy regarding consideration of director candidates recommended by shareholders but will consider director candidates recommended by shareholders using the same criteria as for other candidates. Shareholders may submit recommendations in accordance with the procedures for nominations and proposals for other business to be brought at the Annual Meeting set forth in this Proxy Statement.

Risk Management

While our management is responsible for the day-to-day management of risks to the Company, our Board has broad oversight responsibility for our risk management programs.

Our Board exercises risk management oversight and control both directly and indirectly, the latter through various Board committees. Our Board regularly reviews information regarding the Company's credit, liquidity, strategy, cybersecurity, and operations, including the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to the Company's compensation policies and practices. The Audit Committee is responsible for oversight of financial risks, including the steps the Company has taken to monitor and mitigate these risks. The Audit Committee is also responsible for oversight of the Code of Business Ethics with respect to executive officers and senior financial officers. The Governance Committee is responsible for oversight of risks related to corporate governance and risks associated with Board independence and potential conflicts of interest. Each of the Board’s committees apprises the full Board of its activities relating to the foregoing, and the Company’s Chief Executive Officer reports to the Board regarding known risks to the Company’s business and strategy.

The Board has retained oversight of the Company’s cybersecurity risk management program. The Company has not experienced an information security breach in the last three years and monitors and maintains active security of its information technology systems. A detailed description of the Company’s processes to assess, identify and manage material cybersecurity risks, as well as management’s role in assessing and managing material cybersecurity risks and the Board’s oversight of cybersecurity risks, is included in Section 1C of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Annual Report”).

The Board has also retained oversight of the Company’s sustainability and business resiliency practices rather than delegating oversight to a committee of the Board. In addition, each standing Committee has assumed climate-related responsibilities under the Board’s oversight, and Committee charters reflect such responsibilities. The Company’s executives and senior managers provide detailed plans, updates, and progress reports on the Company’s approach to climate and related human capital and social framework reporting to the Board for review, and, in turn, the Board provides feedback and direction on an ongoing basis. We encourage you to read our most recent sustainability report and to visit the Sustainability section of our website for updates and additional policies, information, and materials: https://www.topbuild.com/sustainability/overview.

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Shareholder Engagement

We recognize that good corporate governance includes proactive communications with our shareholders so that we may better understand their priorities and determine how we can best respond to their needs while supporting our investment strategy. Key investors provide input throughout the year at sell-side sponsored industry conferences, on quarterly earnings conference calls, and during individual meetings and conference calls. In 2025, our CEO, CFO and VP, Investor Relations attended seven sell-side industry conferences and conducted in-person or virtual investor meetings with 248 separate institutions. In addition, we hosted an Investor Day on December 9, 2025, which was attended by 124 investors and analysts in person and via webcast. The published materials and recorded presentations from our Investor Day are available on the Company’s website. While most discussions concern our operations, business performance, and long-term strategy, we also stress our firm commitment to continuing to profitably grow our business and drive increased shareholder value in a sustainable and socially responsible manner in line with our core values.

Culture of Ethics and Training

The Company is committed to the highest ethical standards in interactions with employees, customers, suppliers, and the public, and has established the following training programs on ethics and professional development:

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Annual ethics training for all administrative, professional, and managerial employees, including training on our Code of Business Ethics with an acknowledgment by employees completing the training;

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Annual anti-bribery training for all managers and salaried personnel;

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Annual fair competition training for all managers and salaried personnel;

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Anti-harassment training for all managers and salaried personnel every other year (more frequently where mandated by law);

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Workplace violence training for managers and HR managers every other year (more frequently where mandated by law);

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Performance management training on-demand for all managers and salaried personnel;

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Progressive discipline and personal accountability training on-demand for all branch personnel; and

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On-demand professional development courses available to all employees.

Accuracy of Public Disclosures

It is the Company’s policy that all public disclosures be accurate and complete, fairly present in all material respects the Company’s financial condition and results of operations, and be made on a timely basis as required by applicable laws and securities exchange requirements. A Disclosure Committee oversees this policy. The purpose of the Disclosure Committee is to ensure that the information required to be disclosed by the Company in the reports it files or submits to the SEC and other information the Company publicly discloses is recorded, processed, summarized, and reported accurately to senior management of the Company, as appropriate, to allow timely decisions regarding such disclosure.

Prohibition on Hedging and Other Speculative Transactions

We maintain an insider trading compliance policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers, employees, certain family members of the foregoing persons and trusts, corporations, and other entities controlled by any of the foregoing persons. Our policy prohibits engaging in any hedging transactions that are designed to hedge or offset any decrease in the market value of our equity securities. Prohibited hedging transactions include, without limitation, the use of variable forward contracts, equity swaps, collars, exchange funds, pledging or holding shares in margin accounts, short selling, or placing standing or limit orders with respect to Company stock. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards, and helps ensure that our officers, directors, and other personnel have the same objectives as our shareholders. A copy of our policy was filed as Exhibit 19.1 to our Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”), and remains unchanged.

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Corporate Governance Documents

Current copies of the following corporate governance documents are on our website at:

https://www.topbuild.com/company-information/corporate-governance/governance-documents:

●Certificate of Incorporation;

●Amended and Restated Bylaws;

●Corporate Governance Guidelines;

●Audit Committee Charter;

●Compensation Committee Charter;

●Governance Committee Charter; and

●Code of Business Ethics.

We will provide any of these documents in print to any shareholder upon written request to TopBuild Investor Relations, 475 North Williamson Boulevard, Daytona Beach, Florida 32114-7101.

Communications to the Board

Shareholders and other parties interested in communicating directly with the Board, an individual director, the non-management directors as a group, or a Board Committee should send such communications to the following address:

TopBuild Corp.
c/o Corporate Secretary
475 North Williamson Boulevard
Daytona Beach, Florida 32114-7101

The Corporate Secretary will receive and process all communications. The Corporate Secretary will forward all communications unless the Corporate Secretary determines that a communication is a business solicitation or advertisement, is a request for general information about the Company, or is improper or inappropriate.

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PROPOSAL 1: ELECTION OF DIRECTORS

Other than our Chief Executive Officer, who serves as a director, our Board of Directors consists entirely of independent directors, all of whom the Board has affirmatively determined satisfy both the Company’s and the NYSE director independence standards. The currently authorized number of directors is eight.

The Company’s Amended and Restated Certificate of Incorporation provides that all directors serve for a term of one year that expires at the following year’s annual meeting of shareholders. Unless otherwise instructed, the shares represented by validly submitted proxy cards will be voted “FOR” the election of the below listed nominees to serve as directors of the Company.

Management has no reason to believe that the below listed director nominees will not be candidates or will be unable to serve as Directors. However, in the event that any of the below listed director nominees should become unable or unwilling to serve as Director(s), the proxy card will be voted for the election of such alternate person(s) as shall be designated by the Board. If any alternate person(s) is/are designated by the Board to serve as director nominee(s), the Company will publicly notify shareholders by press release and will promptly distribute to shareholders revised proxy materials (including a revised proxy card if you requested to receive printed proxy materials) that (i) identify each such substitute nominee, (ii) disclose whether such substitute nominee has consented to being named in the revised Proxy Statement and is willing to serve if elected, and (iii) include certain other disclosures required by applicable proxy rules and regulations with respect to each such substitute nominee. Under our Amended and Restated Certificate of Incorporation, vacancies on the Board shall, except as otherwise required by law, be filled solely by a majority of the directors then in office or by the sole remaining director, and each director so elected shall hold office for a term expiring at the next succeeding annual meeting of shareholders.

Below each director nominee’s biography, we have included an assessment of the skills and qualifications of such nominee.

Alec C. Covington

Director Since: 2015

Managing Director, Haynes Park Capital, LLC

Age: 69

Independent / Chairperson of the Board

Committees: Audit, Compensation, and Governance

Audit Committee Financial Expert

Experience:

Mr. Covington has served as Managing Director of Haynes Park Capital, LLC, a private investment and business consulting firm, since forming the company late in 2013. Mr. Covington served as the President and Chief Executive Officer of Nash-Finch Company, a food distribution company, from 2006 until the company merged with Spartan Stores, Inc. in 2013. From 2004 to 2006, he served as President and Chief Executive Officer of Tree of Life, Inc., a specialty food distributor, and as a member of the Executive Board of Tree of Life’s parent corporation, Royal Wessanen NV, which is based in the Netherlands. From 2001 to 2004, Mr. Covington was Chief Executive Officer of AmeriCold Logistics, LLC, a company that specializes in temperature-controlled warehousing and logistics for the food industry. Prior to that time, Mr. Covington was the President of Richfood Inc. and Executive Vice President of Supervalu Inc.

Skills and Qualifications:

Mr. Covington has a strong background in distribution, supply chain operations, and logistics. His significant leadership, executive management experience, and expertise in the areas of management, operations, and business development provide us with a broad-based understanding of areas important to our growth and operations.

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Ernesto Bautista, III

 

Director Since: 2021

Age: 54

Chief Financial Officer, BJ Energy Solutions LLC

Independent

Committees: Audit, Compensation, and Governance

Audit Committee Financial Expert

Experience:

Mr. Bautista is Chief Financial Officer of BJ Energy Solutions LLC, an oil and gas service company. Prior to joining BJ Energy Solutions LLC in 2021, Mr. Bautista served as Vice President, Chief Financial Officer and Treasurer of CARBO Ceramics Inc. from 2009 to 2020. In addition, Mr. Bautista served in several senior management roles at W-H Energy Services, Inc., ultimately serving as Vice President and Chief Financial Officer prior to the Company’s sale to Smith International Inc.

Skills and Qualifications:

Mr. Bautista has significant experience leading financial and treasury organizations in cyclical industries. His background and expertise provide a deep understanding of finance, financial planning, cash management, strategy, and operations.

Robert M. Buck

Director Since: 2021

President and Chief Executive Officer

Age: 56

Committees: None

Experience:

Mr. Buck assumed the position of Chief Executive Officer on January 1, 2021, after serving as President and Chief Operating Officer since the Company’s spin-off from Masco Corporation in June 2015. At Masco, Mr. Buck served as Group Vice President where he was responsible for the Installation and Other Services Segment consisting of both Masco Contractor Services and Service Partners, LLC. Mr. Buck began his career with Masco in 1997 at Liberty Hardware where he spent eight years in several operations leadership roles and worked extensively in international operations. He became Executive Vice President in 2005 and helped lead the merger of another Masco company with Liberty Hardware before being promoted to the office of President in 2007. Mr. Buck is a director of Core & Main, Inc. (NYSE: CNM), a leading specialty distributor of water, wastewater, storm drainage, fire protection products and related services.

Skills and Qualifications:

Mr. Buck’s leadership positions with Masco, Masco’s subsidiaries and TopBuild give him company-specific knowledge in all areas important to TopBuild’s performance including, among others, key markets, personnel, customer and supplier relationships, operations, marketing, finance, and risk management.

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Joseph S. Cantie

Director Since: 2015

Former Chief Financial Officer, TRW Automotive Holdings Corp.

Age: 62

Independent

Committees: Audit (Chair), Compensation, and Governance

Audit Committee Financial Expert

Experience:

Mr. Cantie is the former Executive Vice President and Chief Financial Officer of TRW Automotive Holdings Corp., a diversified global supplier of automotive systems, modules, and components, a position he held from February 2003 until January 2016. From 2001 to 2003, Mr. Cantie was Vice President, Finance for the automotive business of TRW, Inc., a global aerospace, systems and automotive conglomerate. Mr. Cantie served as TRW Inc.’s Vice President, Investor Relations from 1999 until 2001. From 1996 to 1999, Mr. Cantie was employed by LucasVarity plc, serving in several executive positions, including Vice President and Controller. Prior to joining LucasVarity, Mr. Cantie was employed as a certified public accountant with the international accounting firm of KPMG. Mr. Cantie is a director of Howmet Aerospace, Inc. (NYSE: HWM), a provider of advanced engineered solutions for the aerospace and transportation industries, and Gates Industrial Corporation Plc. (NYSE: GTES), a global manufacturer of application-specific fluid power and power transmission solutions.

Skills and Qualifications:

Mr. Cantie has significant experience leading the finance organization of a large company. His financial background and expertise provide us with a deep understanding of finance, financial operations, capital markets, and investor relations, and his operations and transactions experience provide expertise in mergers and acquisitions as well as in strategy, operations, and integration.

Tina M. Donikowski

Director Since: 2018

Former Vice President, Global Locomotive Business of General Electric

Age: 66

Independent

Committees: Audit, Compensation, and Governance

Audit Committee Financial Expert

Experience:

Ms. Donikowski retired from General Electric in 2015 after serving for 38 years in a variety of leadership positions. The most recent were Vice President, Global Locomotive Business of General Electric and Vice President, Propulsion Business of General Electric. Ms. Donikowski currently serves on the Board of Directors of Advanced Energy Industries, Inc. (NASDAQ: AEIS) and ERIEZ Magnetics, a private company, as well as on the Board of Trustees of Gannon University. Ms. Donikowski holds a Bachelor of Science degree in Industrial Engineering and an Honorary Doctorate from Gannon University.

Skills and Qualifications:

Ms. Donikowski brings with her considerable executive leadership experience derived from her 38-year tenure with General Electric, together with her experience serving as a director of both U.S. and foreign publicly traded companies.

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Deirdre C. Drake

Director Since: 2023

Former Executive Vice President, Chief People Officer, Head of Corporate Communications, and Corporate Director of U.S. Cellular Corporation

Age: 60

Independent

Committees: Audit, Compensation, and Governance

Experience:

Ms. Drake retired from U.S. Cellular Corporation, a wireless telecommunications services provider, in 2022 after a 33-year career in human resources and continued to serve on its Board of Directors through August 1, 2025. She joined U.S. Cellular in 2014 as Senior Vice President and Chief Human Resources Officer, was promoted to Executive Vice President in 2018, and assumed the role of Executive Vice President, Chief People Officer and Head of Communications in 2020. From 2006 to 2014, Ms. Drake served as Chief Human Resources Officer for The Bank of Montreal Financial Group in the BMO Harris Bank and BMO Capital Markets Divisions, and from 1995 to 2006, she held a number of senior management roles with ARAMARK Corporation.

Skills and Qualifications:

Ms. Drake has substantial expertise in human resources, talent management and communications oversight. Her significant experience in a service-based organization provides valuable insights into the management of human capital, as well as successful integration focused on growth.

Mark A. Petrarca

Director Since: 2015

Former Senior Vice President of Human Resources and Public Affairs, A. O. Smith Corporation

Age: 62

Independent

Committees: Audit, Compensation (Chair), and Governance

Experience:

Mr. Petrarca served as the Senior Vice President of Human Resources and Public Affairs of A. O. Smith Corporation, a global manufacturer of residential and commercial water heating and water treatment equipment, from 2005 until his retirement in 2024. In this role, he was responsible for all human resource activities, including policy and strategy development, performance management, employee relations, compensation and benefits, and organizational development and succession planning, as well as public affairs and communications. Mr. Petrarca joined A. O. Smith Corporation in 1999, serving as Vice President-Human Resources for its Water Products Company until 2005. Mr. Petrarca was previously employed as Director of Human Resources for Strike Weapon Systems, a division of Raytheon Systems Company, and in various manufacturing and human resources positions at the Defense Systems and Electronics Group of Texas Instruments.

Skills and Qualifications:

Mr. Petrarca brings strong expertise in domestic and international human resources and insight into employee relations issues, public affairs, communications, and executive compensation. He provides us with valuable experience in policy and strategy development, performance management, organizational development, succession planning, executive compensation, and mergers and acquisitions. He also has a deep understanding of the building products industry.

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Nancy M. Taylor

Director Since: 2018

Age: 66

Former President and Chief Executive Officer of Tredegar Corporation

Independent

Committees: Audit, Compensation, and Governance (Chair)

Audit Committee Financial Expert

Experience:

Ms. Taylor served as the President and Chief Executive Officer of Tredegar Corporation, a global manufacturing company, from 2010 until 2015. During her 24-year career with Tredegar, Ms. Taylor held a variety of leadership positions, including President of Tredegar Film Products, Senior Vice President, Strategy, and General Counsel. Ms. Taylor currently serves as a director of Malibu Boats, Inc. (Nasdaq: MBUU).

Skills and Qualifications:

Ms. Taylor has significant executive and board leadership experience, deep corporate governance knowledge and a strong background in the commercial construction market. She also has significant experience in operations, mergers and acquisitions, strategic planning, and risk management.

The Board recommends that you vote “FOR” the election of each of the director nominees.

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Board Demographics as of January 1, 2026

BOARD OF DIRECTORS AND COMMITTEES

Board Meetings and Committees

Our business is managed under the direction of the Board. The Board has established three standing committees: Audit, Governance, and Compensation. The membership and function of each Committee is described herein.

In 2025, the Board held five regularly scheduled meetings, met telephonically three times, and acted by unanimous written consent twice. Our Audit Committee and Compensation Committee each met four times, and our Governance Committee met five times. Each of our incumbent directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which such director served. Directors are expected to attend the Annual Meeting. All of the Directors then serving on the Board attended the 2025 virtual Annual Meeting of Shareholders.

COMMITTEES OF THE BOARD

Each Committee has a written charter that sets forth in detail the duties and responsibilities of the Committee. Current Committee charters are available on our website at: https://www.topbuild.com/company-information/corporate-governance.

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Audit Committee

Roles and responsibilities:

2025-26 Membership

◾

Appointing and overseeing a firm to serve as the independent registered public accounting firm to audit our financial statements;

◾

Ensuring the independence of the independent registered public accounting firm;

◾

Discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end financial results;

◾

Approving or pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm;

◾

Measuring the adequacy of our internal controls and internal audit function;

◾

Reviewing and reassessing the adequacy of our Code of Business Ethics;

◾

Establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

◾

Reviewing issues submitted to the whistleblower line and results of investigations with respect thereto; and

◾

Reviewing disclosures relating to established climate reporting metrics for accuracy and consistency.

Joseph S. Cantie (Chair)

Ernesto Bautista III

Alec C. Covington

Tina M. Donikowski

Deirdre C. Drake

Mark A. Petrarca

Nancy M. Taylor

Number of Meetings in 2025: 4

Independence:

◾

All members of the Audit Committee meet the independence standards and requirements of the NYSE and the SEC

◾

The Board has determined that Directors Bautista, Cantie, Covington, Donikowski, and Taylor qualify as “audit committee financial experts” as defined by SEC rules

Governance Committee

Roles and responsibilities:

2025-26 Membership

◾

Identifying and recommending candidates for membership on our Board and recommending directors for appointment to the committees of our Board;

◾

Recommending candidates for Company officer positions;

◾

Reviewing the adequacy of our Code of Business Ethics as it relates to directors and executive officers, and overseeing compliance with the Code of Business Ethics by directors;

◾

Overseeing the process of evaluating the performance of the Board;

◾

Overseeing an orientation and continuing education program for directors;

◾

Assisting the Board on corporate governance matters, including reviewing and recommending any proposed changes to our Corporate Governance Guidelines, Code of Business Ethics, Amended and Restated Bylaws, and Amended and Restated Certificate of Incorporation; and

◾

Overseeing the governance of and disclosures relating to the Company’s approach to climate reporting processes.

Nancy M. Taylor (Chair)

Ernesto Bautista III

Alec C. Covington

Joseph S. Cantie

Tina M. Donikowski

Deirdre C. Drake

Mark A. Petrarca

Number of Meetings in 2025: 5

Independence:

◾

All members meet the independence standards and requirements of the NYSE

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Compensation Committee

Roles and responsibilities:

2025-26 Membership

◾Reviewing and approving the Company's compensation and benefits policies generally (subject, if applicable, to shareholder ratification), including reviewing incentive compensation plans and equity-based plans of the Company;

◾Making recommendations to the Board with respect to incentive compensation plans and equity-based plans;

◾Approving and ratifying the grant of awards to the executive officers (other than the CEO) under the Company's incentive compensation and equity-based plans, including amendments to the awards made under any such plans, and reviewing and monitoring awards under such plans;

◾Reviewing and approving corporate goals and objectives relevant to executive compensation for each of the Company's senior corporate executives, evaluating each executive's performance in light of such goals and objectives, and setting each executive's compensation (other than the CEO) based on such evaluation and other factors as the Committee deems appropriate and in the best interests of the Company;

◾Determining the long-term incentive compensation component of senior corporate executives' compensation (other than the CEO) by considering such factors as the Committee deems appropriate and in the best interests of the Company;

◾Recommending the CEO’s compensation (base pay, bonus, and long-term incentives) to the Board for review and approval;

◾Reviewing and recommending Board compensation; and

◾

Overseeing the Company’s human capital and social framework approach, policies, and disclosures as they relate to the climate reporting process.

Committee Advisors:

◾Role of Executive Officers. The CEO and certain other executives assist the Compensation Committee with its review of the compensation of our officers. At the Compensation Committee's request, the CEO provides input for the Compensation Committee to consider regarding the performance and appropriate compensation of the named executive officers other than himself. The CEO does not participate in the Compensation Committee's deliberations or decisions with regard to his own compensation. The Compensation Committee gives considerable weight to the CEO's evaluation of the other named executive officers because of his direct knowledge of each executive.

◾Role of Compensation Consultants. Our Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser. In accordance with this authority, the Compensation Committee has engaged Willis Towers Watson as its independent compensation consultant to provide it with objective and expert analyses, advice, and information with respect to executive compensation. All executive compensation services provided by Willis Towers Watson are directed or approved by the Compensation Committee. See “Compensation Discussion and Analysis” below.

Mark A. Petrarca (Chair)

Ernesto Bautista III

Joseph S. Cantie

Alec C. Covington

Tina M. Donikowski

Deirdre C. Drake

Nancy M. Taylor

Number of Meetings in 2025: 4

Independence:

◾

All members of the Committee are independent directors as defined by the NYSE and are not eligible to participate in any of our compensation plans or programs, other than our Non-Employee Directors Equity Program and cash compensation

◾

All members are “non-employee directors” (within the meaning of Rule 16b‑3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))

Director Independence

Our Corporate Governance Guidelines and the rules of the NYSE require that a majority of the members of the Board be independent directors. Our Board has adopted its own director independence standards contained in our Corporate Governance Guidelines to assist it in assessing director independence.

The Board has determined that none of the current directors or director nominees, other than Mr. Buck (who is a current employee of the Company), have a material relationship with the Company, and that each of these directors (other than Mr. Buck) is independent.

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The Board has also determined that (a) all members of the Audit Committee meet the independence and financial literacy standards and requirements of the NYSE and the SEC, (b) all members of the Compensation Committee meet the independence standards of the NYSE, and (c) all members of the Compensation Committee are “non-employee directors” (within the meaning of Rule 16b‑3 of the Exchange Act).

Summary

We have provided information about the capabilities, experience, skills, and other qualifications of our directors in their biographies and as set forth above. The Board considered these qualifications and concluded that each current director and director nominee is qualified to serve as a director of the Company. In addition, the Board has determined that each director and director nominee possess the skills, judgment, experience, reputation, and commitment to make a constructive contribution to the Board.

DIRECTOR COMPENSATION

In 2025, as compensation for their service on our Board, each of our non-employee directors received an annual retainer of $255,000, of which $102,500 was paid in cash and $152,775 was paid in the form of restricted stock. The restrictions on the restricted stock granted to our non-employee directors lapse on the earlier of (i) April 26, 2026, which is one day prior to the date of the annual meeting the year following the grant, and (ii) upon a change in control of the Company. Our Chairman of the Board receives an additional annual cash retainer of $140,000 for service in this position. The additional annual retainers for serving as Chair of the Audit Committee, Compensation Committee, and Governance Committee were $25,000, $20,000, and $15,000, respectively. Our non-employee directors do not receive any perquisites. Mr. Buck, who is a director and the Chief Executive Officer of our company, does not receive additional compensation for service as a director. The table below shows the compensation of our non-employee directors for the year ended December 31, 2025.

Director Compensation Table


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Alec C. Covington	242,500	152,775	395,275
Ernesto Bautista, III	102,500	152,775	255,275
Joseph S. Cantie	127,500	152,775	280,275
Tina M. Donikowski	102,500	152,775	255,275
Deirdre C. Drake	102,500	152,775	255,275
Mark A. Petrarca	122,500	152,775	275,275
Nancy M. Taylor	117,500	152,775	270,275

(1) This column reflects the grant date fair value of the restricted stock granted to our independent directors during 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. The restricted stock, consisting of 515 shares of common stock of the Company, is calculated as the number of shares of the Company’s common stock equal to a target value of $152,500 at the closing price on the date of grant, rounded up to the nearest whole share. The restricted stock entitles the holder to vote and receive any cash dividends (net of required tax withholding) on the shares but the holder is unable to obtain a stock certificate or sell, encumber, or otherwise transfer the shares except in accordance with the TopBuild Corp. Amended and Restated 2015 Long Term Stock Incentive Plan (as amended April 28, 2025). The restrictions on the restricted stock lapse on the earlier of (i) April 26, 2026, which is one day prior to the date of the annual meeting the year following the grant, and (ii) upon a change in control of the Company.

Non-Employee Director Stock Ownership Guidelines

Our Governance Committee has adopted a policy requiring that our non-employee directors own five times their annual cash retainer in our common stock. These guidelines become effective upon a non-employee director’s election to the Board and give such director five years from the effective date to achieve the targeted ownership. All of our non-employee directors have satisfied the guidelines or are on track to be in compliance with the guidelines within the five-year window.

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The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of TopBuild's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such report by reference.

AUDIT COMMITTEE REPORT

The Audit Committee oversees the Company's financial reporting process on behalf of the Board. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements in the 2025 Annual Report with the Company's management and independent registered public accounting firm.

Management has the primary responsibility for the financial statements and the reporting process, including the Company's internal controls systems, and has represented to the Audit Committee that such financial statements were prepared in accordance with generally accepted accounting principles. PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm, is responsible for expressing, and has expressed, an opinion on the conformity of those audited financial statements with generally accepted accounting principles.

The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received written disclosures and the letter from PwC in accordance with the applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence and has discussed its independence with PwC. The Audit Committee has also considered whether PwC's provision of non-audit services to the Company is compatible with maintaining PwC's independence.

The Audit Committee discussed with the Company's internal auditors and with PwC the overall scope and plans for their respective audits. The Audit Committee also met with the internal auditors and with PwC, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the 2025 Annual Report for filing with the SEC.

Audit Committee

Joseph S. Cantie (Chair)

Ernesto Bautista III

Alec C. Covington

Tina M. Donikowski

Deirdre C. Drake

Mark A. Petrarca

Nancy M. Taylor

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PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed PwC, an independent registered public accounting firm, to audit the Company’s financial statements for the year ending December 31, 2026. The Company is submitting its appointment of PwC for ratification by the shareholders at the Annual Meeting. A representative of PwC, who is expected to be present at the Annual Meeting, will have the opportunity to make a statement and be available to respond to appropriate questions.

Although the selection and appointment of our independent registered public accounting firm is not required to be submitted to a vote of shareholders, the Board deems it desirable to obtain shareholders’ ratification and approval of this appointment. If the appointment is not ratified by our shareholders, the adverse vote will be considered as an indication to the Audit Committee that it should consider selecting an alternative independent registered public accounting firm for the following year, but it is not required to do so. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it believes that such a change would be in the Company’s best interest.

In making its recommendation to ratify the appointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2026, the Audit Committee considered whether the services provided by PwC are compatible with maintaining the independence of PwC.

Before the Audit Committee selected PwC, it carefully considered the independence and qualifications of that firm, including its past performance as the Company’s independent registered public accounting firm and its reputation for integrity and competence in the fields of accounting and auditing.

Audit Fees

The following table sets forth the aggregate fees billed to us by PwC for the years ended December 31, 2024 and 2025, all of which were pre-approved by the Audit Committee in accordance with its policy described below:


		Year Ended December 31, 2024 ($)		Year Ended December 31, 2025 ($)
Audit Fees⁽¹⁾		2,405,000		3,524,652
All Other Fees⁽²⁾		2,000		77,000
TOTAL		2,407,000		3,601,652

(1) Audit Fees consisted of fees for the audit of our annual financial statements included in our Annual Report on Form 10-K, review of our interim financial statements included in our Quarterly Reports on Form 10-Q, and services in connection with statutory and regulatory filings or engagements for 2024 and 2025.

(2) All Other Fees consisted of $2,000 for a disclosure tool subscription for each year, and $75,000 for consulting services on tax compliance matters in 2025.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee is responsible for appointing, compensating, and overseeing the work performed by PwC as well as audit services performed by other independent public accounting firms. The Audit Committee has established a policy governing our use of the services of PwC. Under the policy, our Audit Committee is required to pre-approve all audit and non-audit services performed by PwC to ensure that the provision of such services does not impair PwC’s independence.

The Board recommends that you vote “FOR” the ratification of the appointment of PwC as the Company's independent registered public accounting firm.

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COMMON STOCK OWNERSHIP OF OFFICERS, DIRECTORS AND SIGNIFICANT SHAREHOLDERS

Directors and Executive Officers

The following table sets forth, as of February 26, 2026, beneficial ownership of TopBuild common stock by each executive officer named in the Summary Compensation Table in this Proxy Statement, each director or director nominee, and by all directors and named executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and dispositive power with respect to all shares of common stock shown as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options and warrants held by such person that are exercisable as of February 26, 2026, or that will become exercisable within 60 days thereafter are deemed outstanding for purposes of such person’s percentage ownership but not deemed outstanding for purposes of computing the percentage ownership of any other person.


Name of Beneficial Owner⁽¹⁾	Shares Beneficially Owned (#)	Percent of Class⁽²⁾
Robert M. Buck	40,372	*
Robert M. Kuhns	8,373	*
Steven P. Raia	3,507	*
Joseph M. Viselli	6,473	*
Luis F. Machado	8,417	*
Ernesto Bautista, III	2,415	*
Joseph S. Cantie	23,475	*
Alec C. Covington	14,725	*
Tina M. Donikowski	3,780	*
Deirdre C. Drake	1,760	*
Mark A. Petrarca	14,725	*
Nancy M. Taylor	6,088	*
All current directors and executive officers of the company as a group (12 persons)	134,110	*

* Less than 1%

(1) The address for each beneficial owner listed in this table is 475 North Williamson Boulevard, Daytona Beach, Florida 32114-7101.

(2) As of February 26, 2026, we had 28,145,137 shares of common stock outstanding.

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Certain Other Shareholders

As of December 31, 2025, the following were beneficial owners known by us to hold more than 5% of the 28,069,250 shares of then outstanding common stock. Unless otherwise indicated, each beneficial owner has sole voting and dispositive power with respect to the common stock held. In accordance with SEC rules, information with respect to each shareholder identified in the table below is derived from its most recently dated Schedule 13F/G or 13D, as filed by each respective shareholder with the SEC. We do not know, nor do we have reason to believe, that such information is not complete or accurate or that a statement or amendment should have been filed and was not.


Name and Address of Beneficial Owner		Shares Beneficially Owned (#)		Percent of Class (%)
Capital Research Global Investors, 333 S. Hope St., 55^th Floor, Los Angeles, CA 90071⁽¹⁾		3,594,131		12.8%
BlackRock, Inc., 50 Hudson Yards, New York, NY 10001⁽²⁾		2,806,756		10.0%
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355⁽³⁾		2,578,960		9.2%
FMR LLC, 245 Summer Street, Boston, MA 02210⁽⁴⁾		2,186,385		7.8%
Capital International Investors, 333 S. Hope St., 55^th Floor, Los Angeles, CA 90071⁽⁵⁾		1,519,818		5.4%

(1) Based on a Schedule 13F filed with the SEC on February 11, 2026.

(2) Based on a Schedule 13F filed with the SEC on February 12, 2026.

(3) Based on a Schedule 13F filed with the SEC on January 29, 2026.

(4) Based on a Schedule 13F filed with the SEC on February 17, 2026.

(5)	Based on a Schedule 13G filed with the SEC on February 13, 2026.

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PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act, which was added under the DoddFrank Wall Street Reform and Consumer Protection Act enacted in July 2010, requires that we provide shareholders with the opportunity to vote to approve, on a nonbinding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC's rules (commonly referred to as “SayonPay”). A Say-on-Pay vote is held annually, and we currently anticipate that the next such vote after the 2026 Annual Meeting will occur next year in connection with our 2027 Annual Meeting.

We encourage shareholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement, the Summary Compensation Table and the other related tables and disclosures for a detailed description of the year 2025 compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers reported in this Proxy Statement appropriately reflects our results during the year.

The vote on this resolution is not intended to address any specific element of compensation; rather, the advisory vote relates to the overall compensation of our named executive officers. This vote is advisory, which means that it is not binding on the Company, the Board, or the Compensation Committee. However, we value the opinions of our shareholders, and the Board and the Compensation Committee will review the voting results and expect to take into account the outcome of the vote when considering future compensation decisions for the named executive officers.

Accordingly, we ask our shareholders to vote on the following resolution:

“RESOLVED, that the Company's shareholders approve, on a nonbinding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative discussion.”

The Board recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers.

TopBuild Corp. - Proxy Statement 25

Table of Contents

The following report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of TopBuild's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such report by reference.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis prepared by management and contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the 2025 Annual Report.

Compensation Committee

Mark A. Petrarca (Chair)

Ernesto Bautista III
Joseph S. Cantie
Alec C. Covington
Tina M. Donikowski

Deirdre C. Drake
Nancy M. Taylor

Compensation Discussion and Analysis

Overview

For purposes of this Compensation Discussion and Analysis, our named executive officers are identified below (collectively, our “named executive officers”). The information provided reflects summary information concerning TopBuild's executive compensation approach. There are no family relationships between any director, executive officer, or person nominated or chosen to become a director or executive officer.

Named Executive Officers


Name		TopBuild Title
Robert M. Buck

SEC Form DEF 14A filed by TopBuild Corp.