TopBuild supplements proxy on QXO merger; discloses Morgan Stanley fee details amid lawsuit

TopBuild Corp

Shareholder lawsuit filed June 8, 2026 alleges fiduciary duty breaches and inadequate disclosures in merger proxy.
TopBuild and QXO deny deficiencies but voluntarily supplement proxy to avoid litigation delays.
Supplement adds Morgan Stanley received $85M-$110M in past fees from QXO; expects $19M-$21M additional fees.
TopBuild board continues unanimous recommendation to vote FOR all merger proposals at June 29 special meetings.

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