QXO to acquire TopBuild for ~$17B in cash/stock, creating #2 building products distributor

QXO, Inc.

QXO to acquire TopBuild for ~$17B; each TopBuild share gets $505 cash or 20.2 QXO shares (45% cash/55% stock mix).
Combined company >$18B revenue, >$2B adj. EBITDA; expected to be immediately accretive to QXO earnings.
Transaction expected to close Q3 2026; subject to shareholder approvals, HSR clearance, and other conditions; termination fee $600M.
QXO secured $3B term loan and $3B bridge financing from Morgan Stanley, Wells Fargo, Barclays; voting agreement with Jacobs Private Equity.
Upon closing, QXO to hold #1 in insulation, #2 in roofing, #1 in waterproofing, top positions in lumber/BMS.

item 1.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

QXO, Inc. entered into Agreement and Plan of Merger with TopBuild Corp. (effective 2026-04-18).

Action: entry
Agreement: merger
Counterparty: TopBuild Corp.
Effective: 2026-04-18

Exact text from the filing

On April 18, 2026, QXO, Inc., a Delaware corporation (“QXO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Titanium Merger Sub”) and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO (“Forward Merger Sub”).

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QXO, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-045111

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