As filed with the Securities and Exchange Commission on May 15, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
QXO, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation) |
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5030
(Primary Standard Industrial
Classification Code Number) |
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16-1633636
(I.R.S. Employer
Identification Number) |
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Five American Lane
Greenwich, Connecticut 06831
(888) 998-6000
Greenwich, Connecticut 06831
(888) 998-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Christopher Signorello
Chief Legal Officer
Five American Lane
Greenwich, Connecticut 06831
(888) 998-6000
Chief Legal Officer
Five American Lane
Greenwich, Connecticut 06831
(888) 998-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
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Scott A. Barshay
Nickolas Bogdanovich Stan Richards Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 |
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Luis F. Machado
Vice President, General Counsel and Corporate Secretary TopBuild Corp. 475 North Williamson Boulevard Daytona Beach, Florida 32114 (386) 304-2200 |
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Robert A. Profusek
Benjamin L. Stulberg Jared P. Hasson Jones Day 250 Vesey Street New York, New York 10281 (212) 326-3939 |
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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and upon completion of the mergers described in the enclosed document.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date or dates as the commission, acting pursuant to said Section 8(a), may determine.
![[MISSING IMAGE: lg_qxo-4clr.jpg]](https://www.sec.gov/Archives/edgar/data/1236275/lg_qxo-4clr.jpg){kind=small}
![[MISSING IMAGE: lg_topbuild-4clr.jpg]](https://www.sec.gov/Archives/edgar/data/1236275/lg_topbuild-4clr.jpg){kind=small}
assuming that the number of QXO shares issued in the mergers is equal to the maximum stock election number of fifty-five percent (55%) of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time, QXO and TopBuild estimate that holders of QXO shares issued and outstanding as of immediately prior to the Titanium Merger effective time will hold, in the aggregate, approximately 69.9% of the issued and outstanding QXO shares immediately following the completion of the mergers (representing, together with holders of QXO convertible preferred shares and QXO Series C preferred shares, 76.7% of the voting power of the outstanding shares of capital stock of QXO entitled to vote generally for the election of directors (“QXO voting stock”)), and holders of TopBuild shares issued and outstanding as of immediately prior to the Titanium Merger effective time will hold, in the aggregate, approximately 30.1% of the issued and outstanding QXO shares immediately following the completion of the mergers (representing 23.3% of the voting power of the outstanding shares of QXO voting stock).
QXO and TopBuild will each hold special meetings of their respective stockholders in connection with the mergers (as may be adjourned or postponed from time to time, respectively, the “QXO stockholder meeting” and the “TopBuild stockholder meeting”).
At the QXO stockholder meeting, QXO stockholders will be asked to consider and vote on proposals to (1) approve the issuance of QXO shares in connection with the Titanium Merger and other QXO shares to be issued in the mergers or reserved for issuance in connection with the mergers (the “QXO share issuance proposal”), (2) approve an amendment of QXO’s fifth amended and restated certificate of incorporation (as amended, the “QXO certificate of incorporation”) to increase the number of authorized QXO shares from 2,000,000,000 to 4,000,000,000, in the form attached to this joint proxy statement/prospectus as Annex E (the “QXO charter amendment proposal”) and (3) approve a proposal to adjourn the QXO stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the QXO share issuance proposal at the time of the QXO stockholder meeting (the “QXO adjournment proposal”). The closing of the mergers is conditioned on approval of the QXO share issuance proposal but is not conditioned on approval of the QXO charter amendment proposal or the QXO adjournment proposal.
The QXO board of directors unanimously recommends that QXO stockholders vote “FOR” each of the proposals to be considered at the QXO stockholder meeting.
At the TopBuild stockholder meeting, TopBuild stockholders will be asked to consider and vote on proposals to (1) adopt the merger agreement (the “TopBuild merger proposal”), (2) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to TopBuild’s named executive officers in connection with the mergers (the “TopBuild compensation proposal”) and (3) approve a proposal to adjourn the TopBuild stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the TopBuild stockholder meeting (the “TopBuild adjournment proposal”). The closing of the mergers is conditioned on approval of the TopBuild merger proposal but is not conditioned on approval of the TopBuild compensation proposal or the TopBuild adjournment proposal.
The TopBuild board of directors unanimously recommends that TopBuild stockholders vote “FOR” each of the proposals to be considered at the TopBuild stockholder meeting.
Concurrently with the execution of the merger agreement, Jacobs Private Equity II, LLC (the “supporting stockholder”) entered into a voting agreement with TopBuild pursuant to which, subject to the terms and conditions therein, the supporting stockholder has agreed to vote all of its QXO shares and shares of Convertible Perpetual Preferred Stock, par value $0.001 per share, of QXO (the “QXO convertible preferred shares”) in favor of the QXO share issuance proposal. As of [ ], 2026, the supporting stockholder beneficially owned zero QXO shares and 900,000 QXO convertible preferred shares, convertible into 197,109,067 QXO shares, representing approximately [ ]% of the total voting power of the outstanding shares of QXO voting stock. A copy of the voting agreement is attached as Annex F to this joint proxy statement/prospectus. For additional information, see the section titled “Voting Agreement” beginning on page [ ] of this joint proxy statement/prospectus.
QXO shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “QXO,” and TopBuild shares are traded on the NYSE under the symbol “BLD.” The market prices of both QXO shares and TopBuild shares will fluctuate before the mergers, and you should obtain current stock price quotations for QXO shares and TopBuild shares.
Your vote is very important regardless of the number of QXO shares or TopBuild shares you own. We cannot complete the mergers unless the QXO stockholders vote to approve the QXO share issuance proposal and the TopBuild stockholders vote to adopt the merger agreement.
Whether or not you plan to attend the TopBuild stockholder meeting or QXO stockholder meeting, as applicable, please submit your proxy as soon as possible by following the instructions on the applicable proxy card to make sure that your shares are represented at the applicable meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.
This document is a prospectus relating to the QXO shares to be issued to TopBuild stockholders in the Titanium Merger and a joint proxy statement for QXO and TopBuild to solicit proxies for their respective special meetings of stockholders. It contains answers to frequently asked questions and a summary of the important terms of the mergers, the merger agreement and related transactions, followed by a more detailed discussion.
Please carefully read this entire document, including “Risk Factors” beginning on page [ ], for a discussion of the risks relating to QXO, TopBuild and the mergers.
Sincerely,
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Brad Jacobs
Chairman of the Board and Chief Executive Officer QXO, Inc. |
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Robert Buck
Chief Executive Officer TopBuild Corp. |
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Neither the Securities and Exchange Commission nor any state securities regulatory authority has approved or disapproved of the mergers or the securities to be issued under this joint proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.
The date of the accompanying joint proxy statement/prospectus is [ ], 2026, and it is first being mailed or otherwise delivered to QXO stockholders and TopBuild stockholders on or about [ ], 2026.
QXO, Inc.
Five American Lane
Greenwich, Connecticut 06831
Five American Lane
Greenwich, Connecticut 06831
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [ ], 2026
To the Stockholders of QXO, Inc.:
We are pleased to invite you to participate in the special meeting of stockholders of QXO, Inc., a Delaware corporation (“QXO”), which will be held virtually at www.virtualshareholdermeeting.com/QXO2026SM, on [ ], 2026, at [ ], Eastern Time, for the following purposes (the “QXO stockholder meeting”):
1. QXO Share Issuance Proposal. To vote on a proposal to approve the issuance of shares of common stock, par value $0.00001 per share, of QXO (the “QXO shares”), constituting the stock consideration to be issued to stockholders of TopBuild Corp., a Delaware corporation (“TopBuild”), in the Titanium Merger as defined and contemplated by the Agreement and Plan of Merger, dated as of April 18, 2026, by and among QXO, Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Titanium Merger Sub”), Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO (“Forward Merger Sub”), and TopBuild (as that agreement may be amended from time to time, the “merger agreement”), a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus, and other QXO shares to be issued in the mergers or reserved for issuance in connection with the mergers (the “QXO share issuance proposal”).
2. QXO Charter Amendment Proposal. To vote on a proposal to approve an amendment of QXO’s certificate of incorporation to increase the number of authorized QXO shares from 2,000,000,000 to 4,000,000,000, in the form attached to the accompanying joint proxy statement/prospectus as Annex E (the “QXO charter amendment proposal”).
3. Adjournment Proposal. To vote on a proposal to adjourn the QXO stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the QXO share issuance proposal at the time of the QXO stockholder meeting (the “QXO adjournment proposal”).
QXO will transact no other business at the QXO stockholder meeting except such business as may properly be brought before the QXO stockholder meeting by or at the direction of the QXO board of directors (the “QXO board”). References to the QXO stockholder meeting in the accompanying joint proxy statement/prospectus are to such special meeting, as may be adjourned or postponed from time to time. Please refer to the accompanying joint proxy statement/prospectus for further information with respect to the business to be transacted at the QXO stockholder meeting.
The QXO board has fixed the close of business on [ ], 2026 as the record date for the QXO stockholder meeting (the “QXO record date”). Only holders of record of shares of QXO voting stock at that time are entitled to receive notice of, and to vote at, the QXO stockholder meeting. A list of the QXO stockholders of record who are entitled to vote at the QXO stockholder meeting will be available for inspection at QXO’s executive offices at Five American Lane, Greenwich, Connecticut 06831, during ordinary business hours, for a period of no less than 10 days before the QXO stockholder meeting.
Approval of the QXO share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting. The approval of the QXO share issuance proposal is a condition to the closing of the mergers.
Approval of the QXO charter amendment proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting. The approval of the QXO charter amendment proposal is not a condition to the closing of the mergers.
Approval of the QXO adjournment proposal requires the affirmative vote of a majority of the shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting. The approval of the QXO adjournment proposal is not a condition to the closing of the mergers.
The QXO board unanimously (a) determined that the merger agreement, the QXO share issuance and the other transactions contemplated by the merger agreement are fair to and in the best interests of QXO and its stockholders, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby, (c) directed that the QXO share issuance be submitted to QXO’s stockholders for approval and (d) resolved to recommend the approval of the QXO share issuance by QXO stockholders. The QXO board further approved, adopted, authorized and declared advisable the QXO charter amendment.
The QXO board unanimously recommends that QXO stockholders vote “FOR” the QXO share issuance proposal, “FOR” the QXO charter amendment proposal and “FOR” the QXO adjournment proposal.
Your vote is very important regardless of the number of shares that you own. Whether or not you expect to attend the QXO stockholder meeting, to ensure your representation at the meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (a) accessing the internet site listed on the QXO proxy card, (b) calling the toll-free number listed on the QXO proxy card or (c) completing, signing, dating and submitting your QXO proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting at the QXO stockholder meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of QXO shares who is present at the QXO stockholder meeting may vote, thereby canceling any previous proxy. In any event, a proxy may be revoked at any time before the QXO stockholder meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by such broker, bank or other nominee.
The accompanying joint proxy statement/prospectus provides a detailed description of the mergers, the merger agreement and the other matters to be considered at the QXO stockholder meeting. We urge you to read carefully the joint proxy statement/prospectus, including any documents incorporated by reference, and the Annexes in their entirety.
If you have any questions concerning the mergers or the joint proxy statement/prospectus or if you would like additional copies or need help voting your QXO shares, please contact QXO’s proxy solicitor:
Innisfree M&A Incorporated
500 Fifth Avenue, 21st Floor
New York, NY 10110
Banks and Brokerage Firms Call: (212) 750-5833
Stockholders Call Toll Free: (877) 750-8129
500 Fifth Avenue, 21st Floor
New York, NY 10110
Banks and Brokerage Firms Call: (212) 750-5833
Stockholders Call Toll Free: (877) 750-8129
BY ORDER OF THE BOARD OF DIRECTORS,
Brad Jacobs
Chairman of the Board
Chairman of the Board
[ ], 2026
TopBuild Corp.
475 North Williamson Boulevard
Daytona Beach, Florida 32114
475 North Williamson Boulevard
Daytona Beach, Florida 32114
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [ ], 2026
TO BE HELD ON [ ], 2026
To the Stockholders of TopBuild Corp.:
We are pleased to invite you to attend the special meeting of stockholders of TopBuild Corp., a Delaware corporation (“TopBuild”), which will be held virtually at www.virtualshareholdermeeting.com/BLD2026SM, on [ ], 2026, at [ ], Eastern Time, for the following purposes (the “TopBuild stockholder meeting”):
1. TopBuild Merger Proposal. To vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 18, 2026, by and among QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Titanium Merger Sub”), Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO (“Forward Merger Sub”), and TopBuild (as that agreement may be amended from time to time, the “merger agreement”), a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus, pursuant to which (a) Titanium Merger Sub will merge with and into TopBuild, with TopBuild surviving as a wholly owned subsidiary of QXO (the “Titanium Merger” and the surviving corporation, the “surviving corporation”), and (b) immediately following the Titanium Merger, the surviving corporation will merge with and into Forward Merger Sub, with Forward Merger Sub continuing as the surviving company (together with the Titanium Merger, the “mergers”), and each share of common stock, par value $0.01 per share, of TopBuild (“TopBuild shares”) issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) as of immediately prior to the Titanium Merger effective time will be converted into the right to receive, at the election of the holder, (i) cash consideration of $505.00 per TopBuild share or (ii) stock consideration of 20.200 shares of QXO common stock, par value $0.00001 per share (the “TopBuild merger proposal”). The cash election and stock election are each subject to proration as described in the merger agreement.
2. TopBuild Compensation Proposal. To vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to TopBuild’s named executive officers in connection with the mergers and contemplated by the merger agreement (the “TopBuild compensation proposal”).
3. Adjournment Proposal. To vote on a proposal to adjourn the TopBuild stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the TopBuild stockholder meeting (the “TopBuild adjournment proposal”).
TopBuild will transact no other business at the TopBuild stockholder meeting except such business as may properly be brought before the TopBuild stockholder meeting by or at the direction of the TopBuild board of directors (the “TopBuild board”). References to the TopBuild stockholder meeting in the accompanying joint proxy statement/prospectus are to such special meeting, as may be adjourned or postponed from time to time. Please refer to the accompanying joint proxy statement/prospectus for further information with respect to the business to be transacted at the TopBuild stockholder meeting.
The TopBuild board has fixed the close of business on [ ], 2026 as the record date for the TopBuild stockholder meeting (the “TopBuild record date”). Only TopBuild stockholders of record at that time are entitled to receive notice of, and to vote at, the TopBuild stockholder meeting. A list of the TopBuild stockholders of record who are entitled to vote at the TopBuild stockholder meeting will be available for inspection at TopBuild’s executive offices at 475 North Williamson Boulevard, Daytona Beach, Florida 32114, during ordinary business hours, for a period of no less than 10 days before the TopBuild stockholder meeting.
Approval of the TopBuild merger proposal requires the affirmative vote of the holders of a majority of the outstanding TopBuild shares entitled to vote thereon. The approval of the TopBuild merger proposal is a condition to the closing of the mergers.
Approval of the TopBuild compensation proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. The vote on the TopBuild compensation proposal is advisory only and will not be binding on QXO, TopBuild or their respective boards of directors. The approval of the TopBuild compensation proposal is not a condition to the closing of the mergers.
Assuming a quorum is present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. If a quorum is not present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the TopBuild shares present in person or represented by proxy at the TopBuild stockholder meeting. The approval of the TopBuild adjournment proposal is not a condition to the closing of the mergers.
The TopBuild board unanimously (a) determined that the merger agreement and the transactions contemplated by the merger agreement (including the mergers) are fair to and in the best interests of TopBuild and its stockholders, (b) adopted, approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement (including the mergers), (c) directed that the adoption of the merger agreement be submitted to TopBuild’s stockholders for approval and (d) resolved to recommend the adoption of the merger agreement by TopBuild stockholders.
The TopBuild board unanimously recommends that TopBuild stockholders vote “FOR” the TopBuild merger proposal, “FOR” the TopBuild compensation proposal and “FOR” the TopBuild adjournment proposal.
Your vote is very important regardless of the number of shares that you own. Whether or not you expect to attend the TopBuild stockholder meeting, to ensure your representation at the TopBuild stockholder meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (a) accessing the internet site listed on the TopBuild proxy card, (b) calling the toll-free number listed on the TopBuild proxy card or (c) submitting your TopBuild proxy card by mail by using the provided self-addressed, stamped envelope. Failure to vote your TopBuild shares will have the same effect as a vote “AGAINST” the TopBuild merger proposal. Submitting a proxy will not prevent you from voting at the TopBuild stockholder meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of TopBuild shares who is present at the TopBuild stockholder meeting may vote, thereby canceling any previous proxy. In any event, a proxy may be revoked at any time before the TopBuild stockholder meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by such broker, bank or other nominee.
The accompanying joint proxy statement/prospectus provides a detailed description of the mergers, the merger agreement, the election procedures, the proration mechanics and the other matters to be considered at the TopBuild stockholder meeting. We urge you to read carefully the joint proxy statement/prospectus, including any documents incorporated by reference, and the Annexes in their entirety.
If you have any questions concerning the mergers or the joint proxy statement/prospectus or if you would like additional copies or need help voting your shares of TopBuild, please contact TopBuild’s proxy solicitor:
MacKenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001
Banks and Brokerage Firms Call: (212) 929-5500
Stockholders Call Toll Free: (800) 322-2885
Email: proxy@mackenziepartners.com
7 Penn Plaza
New York, New York 10001
Banks and Brokerage Firms Call: (212) 929-5500
Stockholders Call Toll Free: (800) 322-2885
Email: proxy@mackenziepartners.com
BY ORDER OF THE BOARD OF DIRECTORS,
Alec Covington
Chairman of the Board
Chairman of the Board
[ ], 2026
ADDITIONAL INFORMATION
Each of QXO and TopBuild file annual, quarterly and current reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”) electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain these documents, free of charge, from QXO at www.qxo.com and from TopBuild at www.topbuild.com, as applicable. The information contained on, or that may be accessed through, the respective websites of QXO and TopBuild is not incorporated by reference into, and is not a part of, this joint proxy statement/prospectus.
QXO has filed a registration statement on Form S-4 with respect to the QXO shares to be issued in the Titanium Merger, of which this joint proxy statement/prospectus forms a part. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits to the registration statement. You may read the registration statement, including any amendments and exhibits, at the SEC’s website mentioned above. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement.
This joint proxy statement/prospectus incorporates important business and financial information about QXO and TopBuild from documents that are not attached to this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:
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For QXO stockholders:
QXO, Inc. Attn: Investor Relations Five American Lane Greenwich, Connecticut 06831 (888) 998-6000 |
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For TopBuild stockholders:
TopBuild Corp. Attn: Investor Relations 475 North Williamson Boulevard Daytona Beach, Florida 32114 (386) 304-2200 |
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Innisfree M&A Incorporated
500 Fifth Avenue, 21st Floor New York, NY 10110 Banks and Brokerage Firms Call: (212) 750-5833 Stockholders Call Toll Free: (877) 750-8129 |
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MacKenzie Partners, Inc.
7 Penn Plaza New York, New York 10001 Banks and Brokerage Firms Call: (212) 929-5500 Stockholders Call Toll Free: (800) 322-2885 Email: proxy@mackenziepartners.com |
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If you would like to request any documents, please do so by [ ], 2026, which is five business days prior to the date of the QXO stockholder meeting and the TopBuild stockholder meeting, in order to receive them before the applicable meeting.
For a more detailed description of the information incorporated by reference into this joint proxy statement/prospectus and how you may obtain it, please see “Where You Can Find More Information.”
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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This document, which forms part of the registration statement on Form S-4 filed with the SEC by QXO, constitutes a prospectus of QXO under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the QXO shares to be issued to TopBuild stockholders in the Titanium Merger. This document also constitutes a proxy statement of each of QXO and TopBuild under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a notice of meeting with respect to each of the QXO stockholder meeting and the TopBuild stockholder meeting.
You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Neither QXO nor TopBuild has authorized anyone to provide you with information that is different from, or in addition to, that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [ ], 2026, and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date. Further, you should also assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate only as of the date of the incorporated document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this joint proxy statement/prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this joint proxy statement/prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this joint proxy statement/prospectus. Neither QXO nor TopBuild assumes any obligation to update the information contained in this joint proxy statement/prospectus (whether as a result of new information, future events, or otherwise), except as required by applicable law. Neither the mailing of this joint proxy statement/prospectus to QXO stockholders or TopBuild stockholders nor the issuance by QXO of QXO shares in the Titanium Merger will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. QXO has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to QXO, and TopBuild has supplied all such information relating to TopBuild. QXO and TopBuild have both contributed to the information related to the mergers contained in this joint proxy statement/prospectus.
All currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars.
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vi
COMMONLY USED TERMS
The following terms have the following meanings in this joint proxy statement/prospectus:
•
“business day” means any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized to remain closed in the City of New York, New York, Greenwich, Connecticut or Daytona Beach, Florida;
•
“cancelled shares” means (i) TopBuild shares owned by QXO, Titanium Merger Sub, Forward Merger Sub or any other direct or indirect wholly owned subsidiary of QXO and not, in each case, held on behalf of third parties and (ii) TopBuild shares held in treasury of TopBuild or held by any direct or indirect wholly owned subsidiary of TopBuild;
•
“cash consideration” means an amount in cash equal to $505.00 per TopBuild share;
•
“cash election” means an election by a record holder of TopBuild shares issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) to receive the cash consideration in respect of each TopBuild share held by such record holder immediately prior to the Titanium Merger effective time;
•
“Change in Control Period” means two months prior to or within 24 months following the closing;
•
“closing” means the closing for the mergers;
•
“closing date” means (i) the second business day following the day on which the last to be fulfilled or, to the extent permitted by applicable law, waived of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be fulfilled at the closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or, to the extent permitted by applicable law, waived in accordance with the merger agreement, or (ii) at such other place and time as TopBuild and QXO may agree in writing;
•
“Code” means the Internal Revenue Code of 1986, as amended;
•
“DGCL” means the General Corporation Law of the State of Delaware;
•
“dissenting shares” means TopBuild shares held by a stockholder who properly demands and perfects appraisal rights;
•
“DLLCA” means the Delaware Limited Liability Company Act;
•
“election deadline” means 5:00 p.m., Eastern Time, on the business day that is five business days prior to the date of the TopBuild stockholder meeting or such other date and time as QXO may publicly announce with the consent of TopBuild;
•
“election form” means a form, together with appropriate transmittal materials, to be provided by the exchange agent for elections pursuant to the merger agreement to holders of record of TopBuild shares issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) as of immediately prior to the Titanium Merger effective time, in such form as TopBuild shall reasonably specify and as shall be reasonably acceptable to QXO;
•
“Exchange Act” means the Securities Exchange Act of 1934, as amended;
•
“exchange agent” means an exchange agent selected by QXO and reasonably acceptable to TopBuild;
•
“exchange fund” means the cash, certificates for QXO shares and evidence of book-entry QXO shares, together with the amount of any dividends or other distributions payable pursuant to the merger agreement with respect thereto deposited with the exchange agent;
•
“Executive Severance Plan” means the TopBuild Corp. Executive Severance Plan;
•
“Form S-4” means the registration statement on Form S-4 filed by QXO with the SEC under the Securities Act, of which this joint proxy statement/prospectus forms a part;
•
“Forward Merger” means the merger of TopBuild with and into Forward Merger Sub, with Forward Merger Sub continuing as the surviving company;
vii
•
“Forward Merger effective time” means such time as the certificate of merger for the Forward Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as QXO and TopBuild shall agree and specify in the certificate of merger;
•
“Forward Merger Sub” means Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO;
•
“GAAP” means generally accepted accounting principles in the United States;
•
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder;
•
“IRS” means the U.S. Internal Revenue Service;
•
“joint proxy statement” means this joint proxy statement/prospectus;
•
“maximum cash election number” means the maximum number of TopBuild shares to be converted into the right to receive cash consideration in the Titanium Merger shall be equal to forty-five percent (45%) of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time;
•
“maximum stock election number” means the maximum number of TopBuild shares to be converted into the right to receive the stock consideration, which will be equal to fifty-five percent (55%) of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time;
•
“merger agreement” means the Agreement and Plan of Merger, dated as of April 18, 2026, by and among QXO, Titanium Merger Sub, Forward Merger Sub, and TopBuild;
•
“mergers” means the Titanium Merger and the Forward Merger, together;
•
“no election share” means eligible TopBuild shares for which no cash election or stock election has been affirmatively made and not revoked;
•
“NYSE” means the New York Stock Exchange;
•
“outside date” means January 17, 2027;
•
“per share merger consideration” means the applicable stock consideration or cash consideration, in each case, without interest;
•
“qualifying termination” means a termination in the event an executive officer is terminated without “cause” or resigns for “good reason”;
•
“QXO” means QXO, Inc., a Delaware corporation;
•
“QXO board” means the board of directors of QXO;
•
“QXO convertible preferred shares” means shares of Convertible Perpetual Preferred Stock, par value $0.001 per share, of QXO;
•
“QXO Series C preferred shares” means shares of Series C Convertible Perpetual Preferred Stock, par value $0.001 per share, of QXO;
•
“QXO share issuance” means the issuance of QXO shares in connection with the Titanium Merger and QXO shares to be issued in the mergers or reserved for issuance in connection with the mergers;
•
“QXO shares” means shares of common stock, par value $0.00001 per share, of QXO;
•
“QXO stockholder approval” means the approval of the QXO share issuance by a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting;
•
“QXO stockholder meeting” means the special meeting of the QXO stockholders in connection with the mergers, as may be adjourned or postponed;
•
“QXO termination fee” means a cash amount equal to $600,000,000;
viii
•
“QXO voting stock” means the outstanding shares of capital stock of QXO entitled to vote generally for the election of directors;
•
“representatives” means directors, officers, managers, employees, investment bankers, attorneys, accountants and other advisors and representatives;
•
“SEC” means the Securities and Exchange Commission;
•
“Securities Act” means the Securities Act of 1933, as amended;
•
“stock consideration” means 20.200 validly issued, fully paid and non-assessable QXO shares per TopBuild share;
•
“stock election” means an election by a record holder of TopBuild shares issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) to receive the stock consideration in respect of each TopBuild share held by such record holder immediately prior to the Titanium Merger effective time;
•
“supporting stockholder” means Jacobs Private Equity II, LLC;
•
“surviving company” means Forward Merger Sub as the surviving company in the Forward Merger;
•
“surviving corporation” means TopBuild as the surviving corporation in the Titanium Merger;
•
“Titanium Merger” means the merger of Titanium Merger Sub with and into TopBuild, with TopBuild continuing as the surviving corporation;
•
“Titanium Merger effective time” means such time as the certificate of merger for the Titanium Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as QXO and TopBuild shall agree and specify in the certificate of merger;
•
“Titanium Merger Sub” means Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO;
•
“TopBuild” means TopBuild Corp., a Delaware corporation;
•
“TopBuild board” means the board of directors of TopBuild;
•
“TopBuild option” means each option to purchase TopBuild shares outstanding and not yet exercised whether vested or unvested;
•
“TopBuild PSU award” means each outstanding award of restricted stock units for which vesting is based on service-based conditions and performance-based conditions;
•
“TopBuild restricted stock award” means each outstanding award of TopBuild shares that is subject to vesting conditions;
•
“TopBuild RSU award” means each outstanding award of restricted stock units for which vesting is solely based on service-based conditions;
•
“TopBuild shares” means shares of common stock, par value $0.01 per share, of TopBuild;
•
“TopBuild stockholder approval” means the affirmative vote of holders of a majority of the outstanding TopBuild shares entitled to vote thereon in favor of the adoption of the merger agreement;
•
“TopBuild stockholder meeting” means the special meeting of the TopBuild stockholders in connection with the mergers, as may be adjourned or postponed;
•
“TopBuild termination fee” means a cash amount equal to $600,000,000;
•
“Treasury Regulations” means the final, temporary, and proposed regulations promulgated by the U.S. Department of the Treasury under the Code; and
•
“voting agreement” means that certain Voting Agreement, dated as of April 18, 2026, by and among the supporting stockholder and TopBuild.
ix
QUESTIONS AND ANSWERS ABOUT THE MEETINGS
The following questions and answers briefly address some commonly asked questions about the QXO stockholder meeting, the TopBuild stockholder meeting, the merger agreement and the mergers. These questions and answers may not address all questions that are important to you as a stockholder of QXO or TopBuild. Please refer to the more detailed information contained elsewhere in this joint proxy statement/prospectus, the Annexes to this joint proxy statement/prospectus and the documents referred to or incorporated by reference in this joint proxy statement/prospectus.
General and Transaction Structure
Q:
Why am I receiving this joint proxy statement/prospectus?
A:
QXO and TopBuild have entered into the merger agreement, pursuant to which, upon the terms and subject to the conditions set forth in the merger agreement, (a) Titanium MergerCo, Inc. (“Titanium Merger Sub”) will merge with and into TopBuild, with TopBuild surviving as a wholly owned subsidiary of QXO, and (b) immediately following the Titanium Merger, the surviving corporation will merge with and into Titanium MergerCo 2, LLC (“Forward Merger Sub”), with Forward Merger Sub continuing as the surviving company. Your vote is required in connection with the mergers. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.
In order to complete the mergers, QXO stockholders must vote to approve the issuance of QXO shares in connection with the Titanium Merger and QXO shares to be issued in the mergers or reserved for issuance in connection with the mergers (the “QXO share issuance proposal”), and TopBuild stockholders must vote to adopt the merger agreement (the “TopBuild merger proposal”). In addition, QXO stockholders will be asked to approve an amendment of QXO’s certificate of incorporation to increase the number of authorized QXO shares from 2,000,000,000 to 4,000,000,000, in the form attached to the accompanying joint proxy statement/prospectus as Annex E (the “QXO charter amendment proposal”) and TopBuild stockholders will be asked to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to TopBuild’s named executive officers that is based on or otherwise relates to the mergers (the “TopBuild compensation proposal”). The closing of the mergers is conditioned on approval of the QXO share issuance proposal and the TopBuild merger proposal but is not conditioned on approval of the QXO charter amendment proposal or the TopBuild compensation proposal. QXO and TopBuild will each hold a special meeting of their respective stockholders in connection with the mergers. This joint proxy statement/prospectus is being sent to you to assist you in deciding how to vote your shares at the applicable special meeting.
This document is also a prospectus of QXO, relating to the QXO shares to be issued to TopBuild stockholders in the Titanium Merger, and forms part of a registration statement on Form S-4 filed by QXO with the SEC.
Q:
What is the transaction?
A:
Under the merger agreement, the combination of QXO and TopBuild will be accomplished through a two-step merger structure:
•
Titanium Merger: Titanium Merger Sub will merge with and into TopBuild, with TopBuild surviving as a wholly owned subsidiary of QXO. In the Titanium Merger, each TopBuild share issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) as of immediately prior to the Titanium Merger effective time will be converted into the right to receive the per share merger consideration consisting of QXO shares or cash at the election of the holder and subject to proration as described in the merger agreement.
•
Forward Merger: Immediately following the Titanium Merger, the surviving corporation will merge with and into Forward Merger Sub, with Forward Merger Sub continuing as the surviving company.
Following completion of the mergers, TopBuild will cease to exist as a separate company. TopBuild shares will no longer be traded on the NYSE, and former TopBuild stockholders who receive QXO shares will become stockholders of QXO, whose shares trade on the NYSE under the symbol “QXO.”
1
Consideration, Election and Proration
Q:
What will TopBuild stockholders receive for their shares in the Titanium Merger?
A:
In the Titanium Merger, each TopBuild share issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) as of immediately prior to the Titanium Merger effective time will be converted into the right to receive, at the election of the holder, one of the following two forms of merger consideration:
•
Cash Consideration: $505.00 in cash per TopBuild share, without interest.
•
Stock Consideration: 20.200 QXO shares per TopBuild share. No election shares will be treated as having elected to receive the stock consideration.
Importantly, the cash election and stock election are each subject to proration as described below and in the merger agreement.
Q:
If I make a valid election, will I definitely receive exactly what I elected?
A:
Not necessarily. If you make a cash election or a stock election (or make no election), the consideration you actually receive may be adjusted through the proration process described in the merger agreement and as described below:
•
Maximum Cash Election Number: The maximum cash election number is the maximum number of TopBuild shares to be converted into the right to receive the cash consideration which will be equal to forty-five percent (45%) of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time.
•
Maximum Stock Election Number: The maximum stock election number is the maximum number of TopBuild shares to be converted into the right to receive the stock consideration, which will be equal to fifty-five percent (55%) of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time. The maximum stock election number may be increased (but not decreased) by QXO in its sole discretion prior to the Titanium Merger effective time, if and only if holders of TopBuild shares have elected more than fifty-five percent (55%) of the number of eligible TopBuild shares to receive the stock consideration.
•
If the cash election is oversubscribed (i.e., the number of cash election shares exceeds the maximum cash election number), all TopBuild shares for which stock elections have been made will be converted into the right to receive stock consideration and all TopBuild shares for which cash elections have been made will be converted into the right to receive (i) a cash amount (without interest) equal to the product of the cash consideration and a fraction (the “cash proration fraction”), the numerator of which is the maximum cash election number and the denominator of which is the aggregate number of TopBuild shares for which cash elections have been made, and (ii) a number of validly issued, fully paid and non-assessable QXO shares equal to the product of the stock consideration and one minus the cash proration fraction.
•
If the stock election is oversubscribed (i.e., the number of stock election shares exceeds the maximum stock election number, which may be increased (but not decreased) by QXO in its sole discretion prior to the Titanium Merger effective time, if and only if holders of TopBuild shares have elected more than fifty-five percent (55%) of the number of eligible TopBuild shares to receive the stock consideration), all TopBuild shares for which cash elections have been made will be converted into the right to receive cash consideration and all TopBuild shares for which stock elections have been made will be converted into the right to receive (i) a number of validly issued, fully paid and non-assessable QXO shares equal to the product of the stock consideration and a fraction (the “stock proration fraction”), the numerator of which is the maximum stock election number and the denominator of which is the aggregate number of TopBuild shares for which stock elections have been made, and (ii) a cash amount (without interest) equal to the product of the cash consideration and one minus the stock proration fraction (with the resulting cash amount rounded down to the nearest cent).
2
•
If neither the cash election nor the stock election is oversubscribed, each holder who made a cash election will receive the full cash consideration ($505.00 per TopBuild share) and each holder who made a stock election will receive the full stock consideration (20.200 QXO shares per TopBuild share).
Because proration depends on the aggregate elections made by all TopBuild stockholders, you will not know at the time you make your election whether and to what extent proration will apply. The exchange agent will perform the proration calculations promptly after the election deadline.
Q:
How and when do I make my merger consideration election?
A:
If you are a TopBuild stockholder, you will receive an election form and other customary transmittal materials (collectively, the “election form”). The election form will be mailed to holders of record of TopBuild shares and will enable you to make an election with respect to the form of per share merger consideration you wish to receive for your TopBuild shares.
The period during which you may submit your election will begin on the date the election form is mailed and will end at 5:00 p.m., Eastern Time, on the business day that is five business days prior to the date of the TopBuild stockholder meeting (or such other date and time as QXO may publicly announce with the consent of TopBuild) (the “election deadline”). QXO and TopBuild will publicly announce the anticipated election deadline at least five business days prior to the election deadline. If the date of the TopBuild stockholder meeting is delayed, the election deadline will be similarly delayed, and QXO and TopBuild will promptly announce any such delay and, when determined, the rescheduled election deadline.
Q:
What do I do if I want to change or revoke my per share merger consideration election?
A:
You may change or revoke your election at any time prior to the election deadline by submitting a written notice to the exchange agent. To change your election, you must submit a properly completed and executed revised election form to the exchange agent prior to the election deadline. To revoke your election without making a new election, you must submit written notice of revocation to the exchange agent prior to the election deadline, in which case your shares will be treated as “no election shares” and you will be treated as having elected to receive the stock consideration. After the election deadline, elections are final and may not be changed or revoked. All elections will be automatically revoked if the merger agreement is terminated. For additional information regarding changing or revocation of elections, see the section titled “The Merger Agreement — Revocation or Change of Election.”
Q:
What happens if I do not make a valid election?
A:
If you are a TopBuild stockholder and you do not submit a valid election form before the election deadline, or if your election is not properly made or is properly revoked and not resubmitted, your shares will be treated as “no election shares” and you will be treated as having elected to receive the stock consideration, which consists of 20.200 QXO shares, for each TopBuild share you hold, subject to proration as described above and in the merger agreement.
Q:
Can I sell or transfer my TopBuild shares after I make an election?
A:
No. If you make a valid cash election or stock election with respect to any of your TopBuild shares, you will not be able to sell or otherwise transfer those shares during the period between the submission of your election and the earlier of the closing of the mergers or the revocation of your election. If you wish to sell or transfer your shares after making an election, you must first revoke your election by submitting written notice to the exchange agent prior to the election deadline. Once the election deadline has passed, elections can no longer be revoked and shares subject to an election will not be available for trading. You should carefully consider this restriction before submitting an election form. For additional information, see the section titled “Risk Factors — If you make a per share merger consideration election, you will not be able to sell or transfer the shares subject to your election prior to the closing of the mergers.”
3
Q:
What if I hold my TopBuild shares in “street name” or through a retirement or savings plan?
A:
If your TopBuild shares are held in “street name” by a broker, bank or other nominee, you should follow the instructions provided by your nominee regarding how to make your election. Your nominee may establish its own deadline for receipt of election instructions, which may be earlier than the election deadline applicable to record holders generally.
If you hold TopBuild shares through a 401(k) plan or other retirement or savings plan, your election instructions must be received by the plan trustee by a deadline that may be earlier than the election deadline applicable to stockholders generally to allow sufficient time for the trustee to make the per share merger consideration election on your behalf.
Q:
What happens to fractional shares?
A:
No fractional QXO share will be issued in the Titanium Merger. Instead, each former TopBuild stockholder who would otherwise be entitled to receive a fractional QXO share (after aggregating all TopBuild shares held by such holder) will receive a cash payment (without interest) in lieu of such fractional share. The cash payment will be in an amount equal to such fractional share multiplied by the closing price of QXO shares on the NYSE on the last trading day immediately prior to the Titanium Merger effective time, rounded to the nearest cent.
Equity Awards
Q:
What will happen to my TopBuild equity awards?
A:
The merger agreement provides for the following treatment of TopBuild equity awards (collectively, the “TopBuild Equity Awards”) at the Titanium Merger effective time:
•
TopBuild Options: Each option to purchase TopBuild shares outstanding and not yet exercised whether vested or unvested (each, a “TopBuild option”) will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive QXO shares equal to (a) the number of TopBuild shares subject to such TopBuild option as of immediately prior to the Titanium Merger effective time, multiplied by (b) the quotient obtained by dividing (x) the excess, if any, of (1) the cash consideration minus (2) the exercise price applicable to such TopBuild option by (y) $25.00, with such QXO shares to be delivered as soon as reasonably practicable (but no later than 10 calendar days) after the Titanium Merger effective time.
•
TopBuild Restricted Stock Awards: Each outstanding award of TopBuild shares that is subject to vesting conditions (each, a “TopBuild restricted stock award”) will be fully vested and the holder thereof will be entitled to receive the cash consideration or stock consideration, as applicable.
•
TopBuild RSU Awards (Restricted Stock Unit Awards): Each outstanding and not yet settled award of restricted stock units for which vesting is solely based on service-based conditions (each, a “TopBuild RSU award”) will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be converted into a restricted stock unit award relating to a number of QXO shares based on an equity award exchange ratio equal to the stock consideration, with any fractional shares rounded to the nearest whole number of shares. Such converted awards will remain subject to the same terms and conditions that applied to such awards (including vesting and settlement terms and conditions) immediately prior to the Titanium Merger effective time. However, any amounts relating to accrued but unvested and unpaid dividend equivalent rights corresponding to a TopBuild RSU award will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding TopBuild RSU award immediately prior to the Titanium Merger effective time and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger effective time will be paid within 30 days following vesting.
•
TopBuild PSU Awards (Performance Stock Unit Awards): Each outstanding and not yet settled award of restricted stock units for which vesting is based on service-based conditions and performance-based conditions (each, a “TopBuild PSU award”) will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be converted into a restricted stock unit award
4
based solely on service-based conditions (determined based on the target performance for such TopBuild PSU award) relating to a number of QXO shares based on an equity award exchange ratio equal to the stock consideration, with any fractional shares rounded to the nearest whole number of shares. Such converted awards will remain subject to the same terms and conditions that applied to such awards (including vesting (other than performance conditions) and settlement terms and conditions) immediately prior to the Titanium Merger effective time. However, any amounts relating to accrued but unvested and unpaid dividend equivalent rights corresponding to a TopBuild PSU award will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding TopBuild PSU award immediately prior to the Titanium Merger effective time and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger effective time will be paid within 30 days following vesting.
Meeting Mechanics and Voting
Q:
When and where are the QXO and TopBuild stockholder meetings?
A:
The QXO stockholder meeting will be held virtually at www.virtualshareholdermeeting.com/QXO2026SM on [ ], 2026, at [ ], Eastern Time.
The TopBuild stockholder meeting will be held virtually at www.virtualshareholdermeeting.com/BLD2026SM on [ ], 2026, at [ ], Eastern Time.
Both meetings are expected to be conducted virtually. Instructions for accessing the virtual meetings will be included on your proxy card.
Q:
What am I being asked to vote on?
A:
The proposals differ depending on whether you are a QXO stockholder or a TopBuild stockholder.
If you are a QXO stockholder, you will be asked to vote:
1.
to approve the issuance of QXO shares in connection with the Titanium Merger and QXO shares to be issued in the mergers or reserved for issuance in connection with the mergers;
2.
to approve an amendment of the QXO certificate of incorporation to increase the number of authorized QXO shares from 2,000,000,000 to 4,000,000,000; and
3.
to approve the adjournment of the QXO stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the QXO share issuance proposal.
If you are a TopBuild stockholder, you will be asked to vote:
1.
to adopt the merger agreement;
2.
to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to TopBuild’s named executive officers in connection with the mergers; and
3.
to approve the adjournment of the TopBuild stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement.
Q:
What vote is required to approve each proposal?
A:
QXO: Approval of the QXO share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting. The approval of the QXO share issuance proposal is a condition to the closing of the mergers.
Approval of the QXO charter amendment proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the
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QXO stockholder meeting. The approval of the QXO charter amendment proposal is not a condition to the closing of the mergers.
Approval of the QXO adjournment proposal requires the affirmative vote of a majority of the shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting and entitled to vote on such proposal. The approval of the QXO adjournment proposal is not a condition to the closing of the mergers.
TopBuild: Approval of the TopBuild merger proposal requires the affirmative vote of the holders of a majority of the outstanding TopBuild shares entitled to vote thereon. The approval of the TopBuild merger proposal is a condition to the closing of the mergers.
Approval of the TopBuild compensation proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. The vote on the TopBuild compensation proposal is advisory only and will not be binding on QXO, TopBuild or their respective boards of directors. The approval of the TopBuild compensation proposal is not a condition to the closing of the mergers.
Assuming a quorum is present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. If a quorum is not present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the TopBuild shares present in person or represented by proxy at the TopBuild stockholder meeting. The approval of the TopBuild adjournment proposal is not a condition to the closing of the mergers.
Q:
How do the respective boards recommend that I vote?
A:
The QXO board unanimously recommends that QXO stockholders vote “FOR” the QXO share issuance proposal, “FOR” the QXO charter amendment proposal and “FOR” the QXO adjournment proposal. For additional information regarding how the QXO board recommends that QXO stockholders vote, see the section titled “The Mergers — Recommendation of the QXO Board and Reasons for the Mergers.”
The TopBuild board unanimously recommends that TopBuild stockholders vote “FOR” the TopBuild merger proposal, “FOR” the TopBuild compensation proposal and “FOR” the TopBuild adjournment proposal. For additional information regarding how the TopBuild board recommends that TopBuild stockholders vote, see the section titled “The Mergers — Recommendation of the TopBuild Board and Reasons for the Mergers.”
Q:
Who can vote at the meetings?
A:
QXO Stockholder Meeting: Only holders of record of shares of QXO voting stock at the close of business on [ ], 2026 (the “QXO record date”) are entitled to receive notice of, and to vote at, the QXO stockholder meeting. Each QXO share is entitled to one vote on each matter properly brought before the QXO stockholder meeting. As of the QXO record date, there were [ ] QXO shares issued and outstanding, with each QXO share entitled to one vote on each matter to come before the QXO stockholder meeting. In addition, each QXO convertible preferred share and share of Series C Convertible Perpetual Preferred Stock, par value $0.001 per share, of QXO (“QXO Series C preferred shares”) is entitled to vote on each matter to come before the QXO stockholder meeting as if such shares were converted into QXO shares as of the QXO record date, meaning that each QXO convertible preferred share is entitled to approximately 219 votes, and each QXO Series C preferred share is entitled to approximately [ ] votes, in each case, on each matter to come before the QXO stockholder meeting. As of the QXO record date, there were 1,000,000 QXO convertible preferred shares and 200,000 QXO Series C preferred shares issued and outstanding, representing approximately [ ] votes. In total, [ ] votes are eligible to be cast at the QXO stockholder meeting based on the number of outstanding QXO shares, QXO convertible preferred shares and QXO Series C preferred shares, voting together as a single class.
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TopBuild Stockholder Meeting: Only TopBuild stockholders of record at the close of business on [ ], 2026 (the “TopBuild record date”) are entitled to receive notice of, and to vote at, the TopBuild stockholder meeting. Each TopBuild share is entitled to one vote on each matter properly brought before the TopBuild stockholder meeting. As of the TopBuild record date, there were [ ] TopBuild shares outstanding and entitled to vote.
Q:
What constitutes a quorum?
A:
QXO Stockholder Meeting: The presence, in person or by proxy, of the holders of a majority of the outstanding shares of capital stock of QXO entitled to vote generally for the election of directors (the “QXO voting stock”) at the QXO stockholder meeting will constitute a quorum.
TopBuild Stockholder Meeting: The presence, in person or by proxy, of the holders of a majority of the total voting power of all outstanding securities of TopBuild generally entitled to vote at the TopBuild stockholder meeting will constitute a quorum.
Virtual attendance at each special meeting constitutes presence in person for purposes of establishing a quorum. Abstentions will be counted as present for purposes of determining whether a quorum is present at each meeting.
Q:
How do I vote?
A:
If you are a stockholder of record of QXO as of the close of business on the QXO record date or a stockholder of record of TopBuild as of the close of business on the TopBuild record date, you may submit your proxy before the applicable stockholder meeting by (a) accessing the internet site listed on your proxy card, (b) calling the toll-free number listed on your proxy card, or (c) completing, signing, dating and returning the enclosed proxy card by mail in the postage-paid envelope provided. If your shares are held in “street name” by a broker, bank or other nominee, please follow the voting instructions provided by your nominee.
The QXO stockholder meeting will begin promptly on [ ], 2026, at [ ], Eastern Time. The TopBuild stockholder meeting will begin promptly on [ ], 2026, at [ ], Eastern Time. QXO and TopBuild encourage their respective stockholders to access the meeting prior to the applicable start time leaving ample time for check-in. Please follow the instructions outlined in this joint proxy statement/prospectus.
Whether or not you expect to attend the QXO stockholder meeting or the TopBuild stockholder meeting, to ensure your representation at the applicable meeting, QXO and TopBuild urge you to submit a proxy to vote your shares as promptly as possible. Submitting a proxy will not prevent you from voting at the QXO stockholder meeting or TopBuild stockholder meeting, as applicable, but it will help to secure a quorum and avoid added solicitation costs.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
If you hold QXO shares through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to QXO or by voting virtually at the QXO stockholder meeting unless you submit a “legal proxy,” which you must obtain from your broker, bank or other nominee. If the QXO shares you hold are in street name, you must register in advance to participate in the QXO stockholder meeting, to vote electronically and to submit questions during the live webcast of the meeting. To register, you must obtain and submit a “legal proxy” from the bank, broker or other nominee that holds your shares giving you the right to vote the shares.
Furthermore, brokers, banks or other nominees who hold QXO shares on behalf of their customers may not give a proxy to QXO to vote those shares without specific instructions from their customers. If
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you are a QXO stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on any of the QXO proposals.
If you hold TopBuild shares through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to TopBuild or by voting virtually at the TopBuild stockholder meeting unless you have a “legal proxy,” which you must obtain from your broker, bank or other nominee. If the TopBuild shares you hold are in street name, you must register in advance to participate in the TopBuild stockholder meeting, to vote electronically and to submit questions during the live webcast of the meeting. To register, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares.
Furthermore, brokers, banks or other nominees who hold TopBuild shares on behalf of their customers may not give a proxy to TopBuild to vote those shares without specific instructions from their customers. If you are a TopBuild stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on any of the TopBuild proposals.
Q:
May I change or revoke my proxy card or voting instruction form?
A:
QXO stockholders of record may revoke their proxies at any time before their QXO shares are voted at the QXO stockholder meeting in any of the following ways:
•
delivering written notice of revocation of the proxy to QXO’s corporate secretary at QXO’s executive offices at Five American Lane, Greenwich, Connecticut 06831, by no later than [ ], Eastern Time, on [ ], 2026;
•
delivering another proxy with a later date to QXO’s corporate secretary at QXO’s executive offices at Five American Lane, Greenwich, Connecticut 06831, by no later than [ ], Eastern Time, on [ ], 2026 (in which case only the later-dated proxy is counted and the earlier proxy is revoked);
•
submitting another proxy again via the internet or by telephone at a later date, by no later than [ ], Eastern Time, on [ ], 2026 (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or
•
attending the QXO stockholder meeting virtually and voting your shares during the meeting; attendance at the QXO stockholder meeting will not, in and of itself, revoke a valid proxy that was previously delivered unless you give written notice of revocation to the QXO corporate secretary before the proxy is exercised or unless you vote your shares virtually during the QXO stockholder meeting.
If you are a QXO stockholder with QXO shares held in “street name” through a broker, bank or other nominee and you deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instruction if the record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares.
TopBuild stockholders of record may revoke their proxies at any time before their TopBuild shares are voted at the TopBuild stockholder meeting in any of the following ways:
•
delivering written notice of revocation of the proxy to TopBuild’s corporate secretary at TopBuild’s executive offices at 475 North Williamson Boulevard, Daytona Beach, Florida 32114, by no later than [ ], Eastern Time, on [ ], 2026;
•
delivering another proxy with a later date to TopBuild’s corporate secretary at TopBuild’s executive offices at 475 North Williamson Boulevard, Daytona Beach, Florida 32114, by no later than [ ],
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Eastern Time, on [ ], 2026 (in which case only the later-dated proxy is counted and the earlier proxy is revoked);
•
submitting another proxy again via the internet or by telephone at a later date, by no later than [ ], Eastern Time, on [ ], 2026 (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or
•
attending the TopBuild stockholder meeting virtually and voting your shares during the meeting; attendance at the TopBuild stockholder meeting will not, in and of itself, revoke a valid proxy that was previously delivered unless you give written notice of revocation to the TopBuild corporate secretary before the proxy is exercised or unless you vote your shares virtually during the TopBuild stockholder meeting.
If you are a TopBuild stockholder with TopBuild shares held in “street name” through a broker, bank or other nominee and you deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instruction if the record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares.
Q:
What happens if I sell my shares after the record date but before the special meetings?
A:
The QXO record date and the TopBuild record date ([ ], 2026 and [ ], 2026, respectively) are earlier than the date of the QXO stockholder meeting and the TopBuild stockholder meeting and earlier than the date that the mergers are expected to be completed. If you sell or otherwise transfer your QXO shares after the QXO record date but before the date of the QXO stockholder meeting, you will retain your right to vote at the QXO stockholder meeting. If you sell or otherwise transfer your TopBuild shares after the TopBuild record date, you will retain your right to vote at the TopBuild stockholder meeting. However, TopBuild stockholders who sell or otherwise transfer their TopBuild shares after the record date but before the date of the TopBuild stockholder meeting will not have the right to receive the per share merger consideration in respect of such transferred TopBuild shares. In order to receive the per share merger consideration, TopBuild stockholders must hold their TopBuild shares through completion of the mergers.
Q:
What should I do if I receive more than one set of voting materials?
A:
If you hold QXO shares or TopBuild shares in “street name” and also directly as a record holder or otherwise or if you hold QXO shares or TopBuild shares in more than one brokerage account, you may receive more than one set of voting materials relating to the QXO stockholder meeting or TopBuild stockholder meeting, as applicable. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your QXO shares or TopBuild shares, as applicable, are voted. If you hold your QXO shares or TopBuild shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your QXO shares or TopBuild shares, as applicable.
Q:
Who will tabulate and certify the vote?
A:
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes cast at the QXO stockholder meeting and will act as the Independent Inspector of Election at the QXO stockholder meeting.
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes cast at the TopBuild stockholder meeting and will act as the Independent Inspector of Election at the TopBuild stockholder meeting.
Q:
Where can I find the voting results of the special meetings?
A:
The preliminary voting results of the QXO stockholder meeting will be announced at the QXO stockholder meeting. In addition, within one business day following certification of the final voting results, QXO intends to file the final voting results with the SEC on a Current Report on Form 8-K.
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The preliminary voting results of the TopBuild stockholder meeting will be announced at the TopBuild stockholder meeting. In addition, within one business day following certification of the final voting results, TopBuild intends to file the final voting results with the SEC on a Current Report on Form 8-K.
Q:
What happens if I fail to vote or abstain?
A:
The effect of a failure to vote or an abstention depends on the specific proposal and whether you are a QXO or TopBuild stockholder.
A so-called “broker non-vote” results when brokers, banks and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. QXO and TopBuild do not expect any broker non-votes at the QXO stockholder meeting or the TopBuild stockholder meeting, respectively, because all proposals at each stockholder meeting are expected to be “non-routine” matters under applicable stock exchange rules, meaning your broker, bank or other nominee will not be able to vote your shares without your instructions. Accordingly, if you hold your shares in “street name” and do not return your broker’s, bank’s or other nominee’s voting form, do not provide voting instructions via the internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the QXO stockholder meeting or the TopBuild stockholder meeting, as applicable, and vote virtually with a “legal proxy” from your broker, bank or other nominee, your shares will not be considered present at either stockholder meeting for purposes of determining whether a quorum is present at such stockholder meeting and will not be voted on any proposal.
QXO share issuance proposal (majority of votes cast): A failure to vote will have no effect on the outcome (assuming a quorum is present). Abstentions will not be counted as votes cast and will also have no effect on the outcome of the vote on the QXO share issuance proposal (assuming a quorum is present).
QXO charter amendment proposal (majority of votes cast): A failure to vote will have no effect on the outcome (assuming a quorum is present). Abstentions will not be counted as votes cast and will also have no effect on the outcome of the vote on the QXO charter amendment proposal (assuming a quorum is present).
QXO adjournment proposal (majority of shares present and entitled to vote): A failure to vote will have no effect on the outcome (assuming a quorum is present). Abstentions will have the same effect as a vote “AGAINST” the proposal.
TopBuild merger proposal (majority of outstanding shares entitled to vote): Because this proposal requires the affirmative vote of a majority of the outstanding TopBuild shares entitled to vote thereon, a failure to vote and an abstention will each have the same effect as a vote “AGAINST” the TopBuild merger proposal.
TopBuild compensation proposal (majority of votes cast): A failure to vote will have no effect on the outcome (assuming a quorum is present). Abstentions will not be counted as votes cast and will also have no effect on the outcome of the vote on the TopBuild compensation proposal (assuming a quorum is present).
TopBuild adjournment proposal (assuming a quorum is present, majority of votes cast; if a quorum is not present, majority of shares present): A failure to vote will have no effect on the outcome (regardless of whether a quorum is present). If a quorum is present, abstentions will not be counted as votes cast and will have no effect on the outcome of the vote on the TopBuild adjournment proposal. If a quorum is not present, abstentions will have the same effect as a vote “AGAINST” the TopBuild adjournment proposal.
Your vote is very important regardless of the number of shares you own. QXO and TopBuild each strongly encourage you to vote your shares.
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Q:
Are any stockholders already committed to voting in favor of the proposals?
A:
Yes. Concurrently with the execution of the merger agreement, Jacobs Private Equity II, LLC (the “supporting stockholder”) entered into a voting agreement with TopBuild (the “voting agreement”). Under the voting agreement, subject to the terms and conditions therein, the supporting stockholder has agreed to vote all of its QXO shares and QXO convertible preferred shares in favor of the approval of the QXO share issuance proposal, the QXO adjournment proposal and any other matter or action necessary for the consummation of the transactions contemplated by the merger agreement, including the mergers.
As of the date of the voting agreement, the supporting stockholder owned 900,000 QXO convertible preferred shares, convertible into 197,109,067 QXO shares. As of [ ], 2026, the supporting stockholder beneficially owned 900,000 QXO convertible preferred shares, convertible into 197,109,067 QXO shares, representing approximately [ ]% of the total voting power of the outstanding shares of QXO voting stock.
There are no voting agreements or similar arrangements applicable to the TopBuild stockholder vote.
Appraisal Rights
Q:
Do TopBuild stockholders have appraisal or dissenters’ rights?
A:
Yes. Holders of TopBuild shares who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares in compliance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will be entitled to seek appraisal of the fair value of their TopBuild shares as determined by the Delaware Court of Chancery, if the Titanium Merger is completed. To exercise appraisal rights, a TopBuild stockholder must strictly comply with the procedures prescribed by Section 262 of the DGCL.
TopBuild shares held by a stockholder who properly demands and perfects appraisal rights (“dissenting shares”) will not be converted into the right to receive the per share merger consideration. If a TopBuild stockholder who demands appraisal fails to perfect, withdraws, or loses the right to appraisal prior to the election deadline, such stockholder’s shares will be treated as “no election shares” (unless such stockholder thereafter makes a timely election). If a TopBuild stockholder fails to perfect, withdraws, or loses the right to appraisal after the election deadline, such stockholder’s shares will be treated as having elected to receive the stock consideration.
For a more detailed description of the appraisal rights available to TopBuild stockholders, including the procedures to be followed, see the section titled “Appraisal Rights” beginning on page [ ] of this joint proxy statement/prospectus. A copy of the full text of Section 262 of the DGCL may be accessed without subscription or cost at https://delcode.delaware.gov/title8/c001/sc09/index.shtml#262.
QXO stockholders are not entitled to appraisal rights in connection with the mergers because QXO stockholders are not being asked to adopt the merger agreement, and the QXO share issuance does not entitle QXO stockholders to appraisal rights under the DGCL.
Additional Questions
Q:
Will the mergers affect the QXO board after the mergers?
A:
Yes. The merger agreement provides that prior to the Titanium Merger effective time, QXO will increase the size of its board in order to cause one current member of the TopBuild board to be appointed to the QXO board at the Titanium Merger effective time.
Q:
When is the merger expected to be completed?
A:
Subject to the satisfaction or waiver of the closing conditions described under the section titled “The Merger Agreement,” the mergers are expected to be completed during the third quarter of 2026. However, neither TopBuild nor QXO can predict the actual date on which the mergers will be completed, or if
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the mergers will be completed at all, because completion of the mergers is subject to conditions and factors outside the control of both companies. For additional information, see the section titled “The Merger — Regulatory Approvals Required for the Mergers.”
Q:
Is QXO’s obligation to complete the mergers subject to QXO receiving financing?
A:
No. QXO’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the mergers.
Q:
What are the conditions to completion of the mergers?
A:
The consummation of the mergers is subject to the satisfaction or waiver of certain closing conditions, including, among other things, (i) the TopBuild stockholder approval, (ii) the QXO stockholder approval, (iii) the QXO shares issued as stock consideration being approved for listing on the NYSE, (iv) the expiration or termination of any applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), the receipt of antitrust clearance from the Canadian Competition Bureau, or the expiration of the statutory waiting period under Part IX of the Competition Act (Canada) and other specified regulatory clearances, (v) the absence of any law, order, injunction or decree in effect that restrains, enjoins or otherwise prohibits consummation of the mergers, (vi) the effectiveness of a registration statement of QXO relating to the registration under the Securities Act of the QXO share issuance, (vii) an opinion of counsel to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and (viii) the absence of a material adverse effect with respect to TopBuild or QXO since the date of the merger agreement. No assurance can be given that the required stockholder, governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, even if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the mergers could cause TopBuild or QXO not to realize, or to be delayed in realizing, some or all of the benefits that TopBuild and QXO expect to achieve if the mergers are successfully completed within the expected time frame. For a more complete summary of the conditions that must be satisfied or waived before completion of the merger, see the section titled “The Merger Agreement.”
Q:
What happens if the mergers are not completed?
A:
If the merger agreement is not adopted by the TopBuild stockholders, the QXO share issuance is not approved by the QXO stockholders or the mergers are not completed for any other reason, TopBuild stockholders will not receive any consideration for their TopBuild shares. Instead, TopBuild will remain an independent public company, the TopBuild shares will continue to be listed and traded on the NYSE and registered under the Exchange Act and TopBuild will continue to file periodic reports with the SEC. Under specific circumstances, TopBuild may be required to pay QXO a termination fee of $600,000,000 or QXO may be required to pay TopBuild a termination fee of $600,000,000. For additional information, see the section titled “The Merger Agreement — Termination Fees.”
Q:
Who can help answer my questions?
A:
If you have questions about the mergers or the proposals, need additional copies of this joint proxy statement/prospectus or need help voting your shares, please contact the applicable proxy solicitor:
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For QXO stockholders:
Innisfree M&A Incorporated 500 Fifth Avenue, 21st Floor New York, NY 10110 Banks and Brokerage Firms Call: (212) 750-5833 Stockholders Call Toll Free: (877) 750-8129 |
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For TopBuild stockholders:
MacKenzie Partners, Inc. 7 Penn Plaza New York, New York 10001 Banks and Brokerage Firms Call: (212) 929-5500 Stockholders Call Toll Free: (800) 322-2885 Email: proxy@mackenziepartners.com |
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SUMMARY
The following summary highlights selected information described in more detail elsewhere in this joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus and may not contain all the information that may be important to you. To understand the mergers and the matters being voted on by QXO and TopBuild stockholders at their respective special meetings more fully, and to obtain a more complete description of the legal terms of the merger agreement and the agreements related thereto, you should carefully read this entire document, including the annexes and the documents incorporated by reference herein and to which QXO and TopBuild refer you. Items in this summary include page references directing you to a more complete description of the topics. See “Where You Can Find More Information.”
The Parties
QXO, Inc.
QXO is a building products distribution company and is the largest publicly-traded distributor of roofing, waterproofing and complementary building products in North America. QXO shares are traded on the NYSE under the symbol “QXO.” QXO’s shares of 5.50% Series B Mandatory Convertible Preferred Stock (“QXO Series B preferred shares”) are traded on the NYSE under the symbol “QXO.PRB.” QXO’s principal executive offices are located at Five American Lane, Greenwich, Connecticut 06831, and its telephone number is (888) 998-6000. Additional information about QXO and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [ ].
Titanium MergerCo, Inc.
Titanium MergerCo, Inc. is a Delaware corporation and a wholly owned subsidiary of QXO that was formed solely for the purpose of engaging in the Titanium Merger. Under the merger agreement, Titanium MergerCo, Inc. will merge with and into TopBuild, with TopBuild surviving the Titanium Merger as the surviving corporation and a wholly owned subsidiary of QXO. Since the date of its incorporation and prior to the effective time, (i) Titanium MergerCo, Inc. has not engaged in any activities other than the execution of the merger agreement, the performance of its obligations thereunder, and matters ancillary thereto, and (ii) all of the issued and outstanding shares of stock of Titanium MergerCo, Inc. have been owned by QXO Building Products, Inc., which is a wholly owned subsidiary of QXO.
Titanium MergerCo 2, LLC
Titanium MergerCo 2, LLC is a Delaware limited liability company and a wholly owned subsidiary of QXO that was formed solely for the purpose of engaging in the Forward Merger. Under the merger agreement, the surviving corporation of the Titanium Merger will merge with and into Titanium MergerCo 2, LLC, with Titanium MergerCo 2, LLC continuing as the surviving company. Since the date of its formation and prior to the Forward Merger effective time, (i) Titanium MergerCo 2, LLC has not engaged in any activities other than the execution of the merger agreement, the performance of its obligations thereunder, and matters ancillary thereto, and (ii) all of the issued and outstanding membership interests in Titanium MergerCo 2, LLC has been owned by QXO Building Products, Inc., which is a wholly owned subsidiary of QXO.
TopBuild Corp.
TopBuild is 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. TopBuild shares are traded on the NYSE under the symbol “BLD.” TopBuild’s principal executive offices are located at 475 North Williamson Boulevard, Daytona Beach, Florida, and its telephone number is (386) 304-2200. Additional information about TopBuild and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [ ].
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The Mergers
Upon satisfaction or waiver of the conditions to closing in the merger agreement, at the Titanium Merger effective time, Titanium Merger Sub will merge with and into TopBuild, with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO. Immediately following the Titanium Merger, the surviving corporation will merge with and into Forward Merger Sub, with Forward Merger Sub continuing as the surviving company. At the Titanium Merger effective time, each eligible TopBuild share will be converted automatically into the right to receive the per share merger consideration elected by the holder (or the stock consideration, if no election is made), subject to proration as described below and in the merger agreement, with cash paid in lieu of the issuance of any fractional QXO shares.
Merger Consideration
In the Titanium Merger, each TopBuild share issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) as of immediately prior to the Titanium Merger effective time will be converted into the right to receive, at the election of the holder, one of the following forms of per share merger consideration:
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Election
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| |
Consideration Per TopBuild Share
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| Cash Election | | |
$505.00 in cash per TopBuild share, without interest
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| Stock Election | | |
20.200 QXO shares per TopBuild share
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|
Shares for which no cash election or stock election has been affirmatively made and not revoked (“no election shares”) will be treated as having elected to receive the stock consideration.
The cash election and the stock election are each subject to proration to ensure that the number of TopBuild shares electing each form of consideration is fixed, subject to adjustment, as described below.
Proration
The merger agreement establishes the following proration mechanisms to maintain the overall mix of consideration:
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The maximum cash election number is the maximum number of TopBuild shares to be converted into the right to receive the cash consideration, which will be equal to forty-five percent (45%) of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time.
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The maximum stock election number is the maximum number of TopBuild shares to be converted into the right to receive the stock consideration, which will be equal to fifty-five percent (55%) of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time. The maximum stock election number may be increased (but not decreased) by QXO in its sole discretion prior to the Titanium Merger effective time, if and only if holders of TopBuild shares have elected more than fifty-five percent (55%) of the number of eligible TopBuild shares to receive the stock consideration.
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If the cash election is oversubscribed (i.e., the number of cash election shares exceeds the maximum cash election number), all TopBuild shares for which stock elections have been made will be converted into the right to receive stock consideration and all TopBuild shares for which cash elections have been made will be converted into the right to receive (i) a cash amount (without interest) equal to the product of the cash consideration and a fraction (the “cash proration fraction”), the numerator of which is the maximum cash election number and the denominator of which is the aggregate number of TopBuild shares for which cash elections have been made, and (ii) a number of validly issued, fully paid and non-assessable QXO shares equal to the product of the stock consideration and one minus the cash proration fraction.
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If the stock election is oversubscribed (i.e., the number of stock election shares exceeds the maximum stock election number), all TopBuild shares for which cash elections have been made will be converted into the right to receive cash consideration and all TopBuild shares for which stock elections have
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been made will be converted into the right to receive (i) a number of validly issued, fully paid and non-assessable QXO shares equal to the product of the stock consideration and a fraction (the “stock proration fraction”), the numerator of which is the maximum stock election number and the denominator of which is the aggregate number of TopBuild shares for which stock elections have been made, and (ii) a cash amount (without interest) equal to the product of the cash consideration and one minus the stock proration fraction (with the resulting cash amount rounded down to the nearest cent).
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If neither the cash election nor the stock election is oversubscribed, each holder who made a cash election will receive the full cash consideration ($505.00 per TopBuild share) and each holder who made a stock election will receive the full stock consideration (20.200 QXO shares per TopBuild share).
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No fractional QXO share will be issued in the Titanium Merger. Instead, each former TopBuild stockholder who would otherwise be entitled to receive a fractional QXO share (after aggregating all TopBuild shares held by such holder) will receive a cash payment (without interest) in lieu of such fractional share. The cash payment will be in an amount equal to such fractional share multiplied by the closing price of QXO shares on the NYSE on the last trading day immediately prior to the Titanium Merger effective time, rounded to the nearest cent.
QXO Stockholder Meeting
The QXO stockholder meeting will be held virtually at www.virtualshareholdermeeting.com/QXO2026SM on [ ], 2026, at [ ], Eastern Time. QXO stockholders will be asked to vote:
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to approve the issuance of QXO shares in connection with the Titanium Merger and QXO shares to be issued in the mergers or reserved for issuance in connection with the mergers;
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to approve an amendment of the QXO certificate of incorporation to increase the number of authorized QXO shares from 2,000,000,000 to 4,000,000,000; and
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to approve the adjournment of the QXO stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the QXO share issuance proposal.
The approval of the QXO share issuance proposal is a condition to the closing of the mergers. The approval of the QXO charter amendment proposal and the approval of the QXO adjournment proposal are not conditions to the closing of the mergers.
Only holders of record of shares of QXO voting stock at the close of business on the QXO record date are entitled to receive notice of, and to vote at, the QXO stockholder meeting. Each QXO share is entitled to one vote on each matter properly brought before the QXO stockholder meeting. In addition, each QXO convertible preferred share and QXO Series C preferred share is entitled to vote on each matter to come before the QXO stockholder meeting as if such shares were converted into QXO shares as of the QXO record date, meaning that each QXO convertible preferred share is entitled to approximately 219 votes, and each QXO Series C preferred share is entitled to approximately [ ] votes, in each case, on each matter to come before the QXO stockholder meeting. Holders of QXO Series B preferred shares are not entitled to vote on matters to come before the QXO stockholder meeting.
Approval of the QXO share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting. Approval of the QXO charter amendment proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting. Approval of the QXO adjournment proposal requires the affirmative vote of a majority of the shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting and entitled to vote on such proposal.
The QXO board unanimously recommends that the QXO stockholders vote “FOR” the QXO share issuance proposal, “FOR” the QXO charter amendment proposal and “FOR” the QXO adjournment proposal.
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For additional information on the recommendation of the QXO board, please see “The Mergers — Recommendation of the QXO Board and Reasons for the Mergers.”
Voting by QXO’s Directors and Executive Officers
On the QXO record date, QXO directors and executive officers, and their affiliates, as a group, beneficially owned and were entitled to vote [ ] QXO shares (including those shares that would be issued if all QXO convertible preferred shares had converted into QXO shares as of the QXO record date), or approximately [ ]% of the issued and outstanding shares of QXO voting stock.
TopBuild Stockholder Meeting
The TopBuild stockholder meeting will be held virtually at www.virtualshareholdermeeting.com/BLD2026SM on [ ], 2026, at [ ], Eastern Time. TopBuild stockholders will be asked to vote:
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to adopt the merger agreement;
•
to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to TopBuild’s named executive officers in connection with the mergers; and
•
to approve the adjournment of the TopBuild stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement.
The approval of the TopBuild merger proposal is a condition to the closing of the mergers. The approval of the TopBuild compensation proposal and the approval of the TopBuild adjournment proposal are not conditions to the closing of the mergers.
Only TopBuild stockholders of record at the close of business on the TopBuild record date are entitled to receive notice of, and to vote at, the TopBuild stockholder meeting. Each TopBuild share is entitled to one vote on each matter properly brought before the TopBuild stockholder meeting.
Approval of the TopBuild merger proposal requires the affirmative vote of the holders of a majority of the outstanding TopBuild shares entitled to vote thereon. Approval of the TopBuild compensation proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. Assuming a quorum is present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. If a quorum is not present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the TopBuild shares present in person or represented by proxy at the TopBuild stockholder meeting.
The presence, in person or by proxy, of the holders of a majority of the total voting power of all outstanding securities of TopBuild generally entitled to vote at the TopBuild stockholder meeting will constitute a quorum.
The TopBuild board unanimously recommends that the TopBuild stockholders vote “FOR” the TopBuild merger proposal, “FOR” the TopBuild compensation proposal and “FOR” the TopBuild adjournment proposal.
For additional information on the recommendation of the TopBuild board, please see “The Mergers — Recommendation of the TopBuild Board and Reasons for the Mergers.”
Voting by TopBuild’s Directors and Executive Officers
On the TopBuild record date, TopBuild directors and executive officers, and their affiliates, as a group, beneficially owned and were entitled to vote [ ] TopBuild shares, or approximately [ ]% of the issued and outstanding TopBuild shares.
Voting Agreement
Concurrently with the execution of the merger agreement, Jacobs Private Equity II, LLC (the “supporting stockholder”) entered into a voting agreement with TopBuild (the “voting agreement”). Under
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the voting agreement, subject to the terms and conditions therein, the supporting stockholder has agreed to vote all of its QXO shares and QXO convertible preferred shares in favor of the approval of the QXO share issuance proposal, the QXO adjournment proposal and any other matter or action necessary for the consummation of the transactions contemplated by the merger agreement, including the mergers.
As of the date of the voting agreement, the supporting stockholder owned 900,000 QXO convertible preferred shares, convertible into 197,109,067 QXO shares. As of [ ], 2026, the supporting stockholder beneficially owned 900,000 QXO convertible preferred shares, convertible into 197,109,067 QXO shares, representing approximately [ ]% of the total voting power of the outstanding QXO voting stock.
There are no voting agreements or similar arrangements applicable to the TopBuild stockholder vote.
Opinion of QXO’s Financial Advisor
QXO retained Morgan Stanley & Co. LLC (“Morgan Stanley”) to provide it with financial advisory services in connection with a possible acquisition of TopBuild or similar transaction and, if requested by QXO, a financial opinion with respect thereto. QXO selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise, and reputation and its knowledge of the insulation, commercial roofing and building products industry, market, and regulatory environment and business and affairs of QXO. Morgan Stanley delivered to the QXO board a written opinion, dated April 18, 2026, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the total amount of cash consideration and stock consideration to be received by the holders of TopBuild shares (collectively, the “total merger consideration”) to be paid by QXO was fair from a financial point of view to QXO.
The full text of the written opinion of Morgan Stanley, dated April 18, 2026, is attached as Annex B and incorporated by reference into this joint proxy statement/prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. Stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to the QXO board and addresses only the fairness, from a financial point of view, to QXO of the total merger consideration to be paid by QXO as of the date of the opinion. Morgan Stanley’s opinion does not address any other aspect of the transactions contemplated by the merger agreement and does not constitute a recommendation to stockholders of QXO or TopBuild as to how to act or vote in connection with the mergers or any other matter or whether to take any other action with respect to the mergers. The summary of Morgan Stanley’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. In addition, the opinion does not in any manner address the price at which QXO shares will trade following the consummation of the mergers or at any time.
For additional information, see the section of this joint proxy statement/prospectus captioned “The Mergers — Opinion of QXO’s Financial Advisor” and Annex B to this joint proxy statement/prospectus.
Opinions of TopBuild’s Financial Advisors
Opinion of Goldman Sachs & Co. LLC
Goldman Sachs & Co. LLC (“Goldman Sachs”) delivered its opinion to the TopBuild board that, as of April 18, 2026, and based upon and subject to the factors and assumptions set forth therein, the per share merger consideration to be paid to the holders (other than QXO and its affiliates) of TopBuild shares pursuant to the merger agreement was fair from a financial point of view to such holders.
The full text of the written opinion of Goldman Sachs, dated April 18, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the TopBuild board in connection with its consideration of the mergers. Goldman Sachs’ opinion is not a recommendation as to how any holder of TopBuild shares should vote or make any election with respect to the mergers or any other matter.
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Opinion of RBC Capital Markets, LLC
TopBuild engaged RBC Capital Markets, LLC (“RBCCM”) as a financial advisor to TopBuild in connection with the mergers. As part of this engagement, RBCCM delivered an opinion, dated April 18, 2026, to the TopBuild board as to the fairness, from a financial point of view and as of such date, of the per share merger consideration to be received pursuant to the merger agreement by holders of TopBuild shares (other than QXO, Titanium Merger Sub, Forward Merger Sub and their respective affiliates).
The full text of RBCCM’s written opinion, dated April 18, 2026, is attached as Annex D to this joint proxy statement/prospectus and sets forth, among other things, the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken by RBCCM in connection with its opinion. RBCCM delivered its opinion to the TopBuild board for the benefit, information and assistance of the TopBuild board (in its capacity as such) in connection with its evaluation of the per share merger consideration. RBCCM’s opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the per share merger consideration (to the extent expressly specified in such opinion) and did not address any other aspect of the mergers. RBCCM’s opinion also did not address the underlying business decision of TopBuild to engage in the mergers or the relative merits of the mergers compared to any alternative business strategy or transaction that may be available to TopBuild or which TopBuild might engage in or consider. RBCCM did not express any opinion and does not make any recommendation to any securityholder as to any election made by such securityholder with respect to the per share merger consideration or how such securityholder should vote or act with respect to the mergers or any proposal to be voted upon in connection with the mergers or otherwise.
Interests of TopBuild’s Directors and Executive Officers in the Mergers
Certain executive officers and directors of TopBuild are parties to agreements or participate in other arrangements that give them interests in the mergers that may be different from, or in addition to, your interests as a TopBuild stockholder. In considering the recommendation of the TopBuild board that TopBuild stockholders vote to approve the TopBuild merger proposal, TopBuild stockholders should be aware that, aside from their interests as stockholders of TopBuild, TopBuild’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of TopBuild stockholders generally. These interests include, among other things, the following:
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outstanding equity awards held by TopBuild’s executive officers will be treated as set forth in the merger agreement, as described in more detail in “The Mergers — Interests of TopBuild’s Directors and Executive Officers in the Mergers” and “The Merger Agreement — Treatment of TopBuild Equity Awards;”
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the entitlement of the executive officers to receive severance benefits under the TopBuild Corp. Executive Severance Plan upon a qualifying termination of employment following the completion of the mergers; and
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executive officers and directors of TopBuild have rights to exculpation, advancement of expenses and indemnification for acts or omissions occurring prior to the Titanium Merger effective time as provided in the certificate of incorporation or bylaws of TopBuild or any of its subsidiaries as of the date of the merger agreement that will remain in effect for a six-year period beginning at the Titanium Merger effective time.
For more information on these interests and quantification of certain of these interests, please see “The Mergers — Interests of TopBuild’s Directors and Executive Officers in the Mergers.” The TopBuild board was aware of and carefully considered these interests, among other matters, in evaluating the terms and structure, and overseeing the negotiation, of the mergers, in approving the merger agreement and the transactions contemplated thereby, including the mergers, and in recommending that the TopBuild stockholders approve the TopBuild merger proposal and the TopBuild compensation proposal.
Board of Directors and Management of the Combined Company
The merger agreement provides that prior to the Titanium Merger effective time, QXO will increase the size of its board in order to cause one current member of the TopBuild board to be appointed to the QXO board at the Titanium Merger effective time.
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For additional information, please see “The Mergers — Board of Directors and Management of the Combined Company.”
Appraisal Rights
Under Section 262 of the DGCL, holders of TopBuild shares who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares in compliance with Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their TopBuild shares as determined by the Delaware Court of Chancery, if the Titanium Merger is completed. To exercise appraisal rights, a TopBuild stockholder must strictly comply with the procedures prescribed by Section 262 of the DGCL.
QXO stockholders are not entitled to appraisal rights in connection with the mergers.
For additional information, see the section titled “Appraisal Rights” beginning on page [ ] of this joint proxy statement/prospectus.
Material U.S. Federal Income Tax Consequences
The merger agreement provides that it is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), and the parties have agreed to treat the mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal, state and other relevant income tax purposes.
Assuming the mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the tax consequences to TopBuild stockholders will depend on the form of consideration they receive. TopBuild stockholders who receive solely stock consideration in exchange for their TopBuild shares generally should not recognize any gain or loss for U.S. federal income tax purposes. TopBuild stockholders who receive a combination of QXO shares and cash in exchange for their TopBuild shares may recognize gain (but not loss) in an amount not in excess of the cash received. TopBuild stockholders who receive solely cash consideration in exchange for their TopBuild shares will generally recognize gain or loss on the exchange in an amount equal to the difference, if any, between the (a) amount of cash received and (b) stockholder’s adjusted tax basis in the TopBuild shares surrendered. For additional information regarding the material U.S. federal income tax consequences of the mergers to holders of TopBuild shares and QXO shares, see “Material U.S. Federal Income Tax Consequences.”
Accounting Treatment of the Mergers
The mergers will be accounted for as a business combination using the acquisition method of accounting with QXO being considered the acquirer of TopBuild for accounting purposes. This means that QXO will record all assets acquired and liabilities assumed from TopBuild at their fair values at the effective date of the mergers.
Regulatory Approvals
Antitrust Clearance
The closing of the mergers is subject to antitrust review in the United States. Under the HSR Act, the transactions contemplated by the merger agreement cannot be completed until the parties to the merger agreement have given notification and furnished information to the Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) and until the applicable waiting period under the HSR Act has expired or has been terminated.
The mergers also require antitrust clearance from the Canadian Competition Bureau, or the expiration of the statutory waiting period under Part IX of the Competition Act (Canada). QXO and TopBuild each filed a request for an advanced ruling certificate on May 1, 2026 and notifications under Part IX of the Competition Act (Canada) with the Canadian Competition Bureau on May 1, 2026.
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QXO and TopBuild each filed an HSR Act notification with the FTC and the DOJ on April 24, 2026, and the HSR Act waiting period expires on May 26, 2026.
At any time before or after the consummation of the mergers, the FTC, the DOJ or any state could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the closing of the mergers or seeking the divestiture of substantial assets of QXO or TopBuild or their respective subsidiaries. Private parties may also seek to take legal action under antitrust laws under certain circumstances.
Securities and Exchange Commission
QXO has filed a registration statement on Form S-4 with the SEC under the Securities Act, of which this joint proxy statement/prospectus forms a part, that must be declared effective by the SEC and pursuant to which the issuance of QXO shares issuable upon the Titanium Merger effective time will be registered with the SEC.
NYSE
QXO shares are currently listed on the NYSE under the symbol “QXO.” It is a condition to the closing of the mergers that the QXO shares to be issued in the Titanium Merger, and such other QXO shares to be reserved for issuance in connection with the Titanium Merger, be approved for listing on the NYSE, subject to official notice of issuance. QXO will use its reasonable best efforts to cause such shares to be approved for listing on the NYSE prior to the Titanium Merger effective time.
Treatment of TopBuild Equity-Based Awards
At the Titanium Merger effective time, each outstanding TopBuild Equity Award will be treated as follows:
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each option to purchase TopBuild shares outstanding and not yet exercised, whether vested or unvested (each, a “TopBuild option”), will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive QXO shares equal to (a) the number of TopBuild shares subject to such TopBuild option as of immediately prior to the Titanium Merger effective time, multiplied by (b) the quotient obtained by dividing (x) the excess, if any, of (1) the cash consideration minus (2) the exercise price applicable to such TopBuild option by (y) $25.00, with such QXO shares to be delivered as soon as reasonably practicable (but no later than 10 calendar days) after the Titanium Merger effective time;
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each TopBuild restricted stock award will be fully vested and the holder thereof will be entitled to receive the cash consideration or stock consideration, as applicable;
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each TopBuild RSU award will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be converted into a restricted stock unit award relating to a number of QXO shares based on an equity award exchange ratio equal to the stock consideration, with any fractional shares rounded to the nearest whole number of shares. Such converted awards will remain subject to the same terms and conditions that applied to such awards (including vesting and settlement terms and conditions) immediately prior to the Titanium Merger effective time. However, any amounts relating to accrued but unvested and unpaid dividend equivalent rights corresponding to a TopBuild RSU award will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding TopBuild RSU award immediately prior to the Titanium Merger effective time and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger effective time will be paid within 30 days following vesting; and
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each TopBuild PSU award will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be converted into a restricted stock unit award based solely on service-based conditions (determined based on the target performance for such TopBuild PSU award) relating to a number of QXO shares based on an equity award exchange ratio equal to the stock consideration, with any fractional shares rounded to the nearest whole number of shares. Such converted awards will remain subject to the same terms and conditions that applied to such awards
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(including vesting (other than performance conditions) and settlement terms and conditions) immediately prior to the Titanium Merger effective time. However, any amounts relating to accrued but unvested and unpaid dividend equivalent rights corresponding to a TopBuild PSU award will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding TopBuild PSU award immediately prior to the Titanium Merger effective time and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger effective time will be paid within 30 days following vesting.
Delisting and Deregistration of TopBuild Common Stock
TopBuild shares are currently listed on the NYSE under the symbol “BLD.” Following the completion of the mergers, TopBuild shares will be delisted from the NYSE and deregistered under the Exchange Act, and will cease to be publicly traded.
No Solicitation; Recommendations
Under the merger agreement, QXO and TopBuild are restricted, subject to certain exceptions, from soliciting, initiating, or knowingly encouraging or knowingly facilitating any inquiry, proposal, or offer regarding, or the making or submission of, a QXO acquisition proposal or TopBuild acquisition proposal, as applicable (each, an “acquisition proposal”). In addition, QXO and TopBuild generally must be given an opportunity by the other party to propose revisions to the terms of the merger agreement in response to any acquisition proposals or QXO intervening events or TopBuild intervening events, as applicable (each, an “intervening event”), before the other party’s board of directors may withdraw, modify, or qualify its recommendation.
Notwithstanding the above limitations, if either party receives, prior to the receipt of its respective stockholder approvals, a bona fide unsolicited written acquisition proposal that did not result from a breach of the applicable non-solicitation provisions of the merger agreement and that the QXO board or TopBuild board, as applicable, determines, in good faith, after consultation with outside financial advisors of nationally recognized reputation and outside legal counsel, constitutes, or could reasonably be expected to lead to, a QXO superior proposal or a TopBuild superior proposal, as applicable (each, a “superior proposal”), and, after consultation with such party’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the applicable board’s fiduciary duties under applicable law, such party may take the following actions:
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furnish, pursuant to an acceptable confidentiality agreement, information with respect to such party and its subsidiaries to the third party making such acquisition proposal (provided, that substantially simultaneously such party provides to the other party any nonpublic information that was not previously furnished to such other party); and
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engage in or otherwise participate in discussions or negotiations with the person making such acquisition proposal regarding such acquisition proposal.
The merger agreement may be terminated by each party at any time prior to the effective time if such party elects to enter into a definitive agreement to effect a superior proposal (subject to compliance with the applicable terms of the merger agreement). See further detail in the section titled “The Merger Agreement” beginning on page [ ] of this joint proxy statement/prospectus.
Conditions to the Closing of the Mergers
Conditions to Each Party’s Obligation to Effect the Mergers.
The obligation of each party to effect the mergers is subject to the satisfaction or waiver, as applicable, at or prior to the effective time of the following conditions:
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the affirmative vote of holders of a majority of the outstanding TopBuild shares entitled to vote thereon in favor of the adoption of the merger agreement at the TopBuild stockholder meeting;
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the approval of the QXO share issuance by a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting;
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the QXO shares issued as stock consideration being approved for listing on the NYSE;
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the expiration or termination of any applicable waiting period (and any extensions thereof) under the HSR Act and the receipt of antitrust clearance from the Canadian Competition Bureau, or the expiration of the statutory waiting period under Part IX of the Competition Act (Canada);
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any consents, registrations, approvals, permits and authorizations required to consummate the mergers will have been obtained;
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no court or other governmental entity of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or other legal prohibition that restrains, enjoins or otherwise prohibits consummation of the mergers;
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TopBuild having received an opinion of counsel to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended;
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the absence of a material adverse effect with respect to TopBuild or QXO since the date of the merger agreement; and
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the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, has been declared effective by the SEC, and no stop order suspending the effectiveness of the Form S-4 has been issued and no proceedings by the SEC for that purpose have been initiated or threatened.
Termination of the Merger Agreement
The merger agreement may be terminated at any time prior to the Titanium Merger effective time under the following circumstances:
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by mutual written consent of QXO and TopBuild;
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by either QXO or TopBuild if:
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the Titanium Merger has not been consummated by January 17, 2027 (the “outside date”) (except with respect to a party whose failure to fulfill any obligation under the merger agreement caused such failure);
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the QXO stockholder approval (as such term is described in “The Merger Agreement — The Mergers”) has not been obtained because of the failure to obtain the required vote at the QXO stockholder meeting or any adjournment or postponement of the QXO stockholder meeting;
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the TopBuild stockholder approval (as such term is described in “The Merger Agreement — The Mergers”) has not been obtained because of the failure to obtain the required vote at the TopBuild stockholder meeting or any adjournment or postponement of the TopBuild stockholder meeting; or
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a permanent injunction or other order which is final and non-appealable shall have been issued preventing or prohibiting consummation of the mergers (except with respect to a party whose failure to fulfill any obligation under the merger agreement caused such action or event).
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by QXO if:
•
there has been a breach or inaccuracy of any representation, warranty, covenant or agreement made by TopBuild, or any such representation or warranty shall have become untrue or inaccurate after the date of the merger agreement such that (a) the related closing conditions would not be satisfied and (b) the breach or inaccuracy or failure to be true is not curable by the outside date or, if curable, shall not have been cured prior to the earlier of (A) 30 days after QXO’s written notice and (B) the outside date (provided that QXO, Titanium Merger Sub and Forward Merger Sub are not then in material breach of the merger agreement); or
•
prior to receipt of the TopBuild stockholder approval, (i) the TopBuild board has made a TopBuild adverse recommendation change (as such term is described in “The Merger Agreement — TopBuild
22
Changes of Recommendation”) or TopBuild intervening event recommendation change (as such term is described in “The Merger Agreement — TopBuild Changes of Recommendation”) or (ii) TopBuild or its representatives materially breach the non-solicitation obligations under the merger agreement and such breach is not curable or, if curable, is not cured by the earlier of (1) five business days after QXO’s written notice and (2) three business days prior to the outside date.
•
by TopBuild if:
•
there has been a breach or inaccuracy of any representation, warranty, covenant or agreement made by QXO, Titanium Merger Sub or Forward Merger Sub, or any such representation or warranty shall have become untrue or inaccurate after the date of the merger agreement such that (a) the related closing conditions would not be satisfied and (b) the breach or inaccuracy or failure to be true is not curable by the outside date or, if curable, shall not have been cured prior to the earlier of (A) 30 days after TopBuild’s written notice and (B) the outside date (provided that TopBuild is not then in material breach of the merger agreement); and
•
prior to receipt of the QXO stockholder approval, (i) the QXO board has made a QXO adverse recommendation change (as such term is described in “The Merger Agreement — QXO Changes of Recommendation”) or QXO intervening event recommendation change (as such term is described in “The Merger Agreement — QXO Changes of Recommendation”) or (ii) QXO or its representatives materially breach the non-solicitation obligations under the merger agreement and such breach is not curable or, if curable, is not cured by the earlier of (1) five business days after TopBuild’s written notice and (2) three business days prior to the outside date.
Termination Fees and Expense Reimbursement
Termination Fees Payable by QXO
QXO has agreed to pay TopBuild a termination fee of $600,000,000 in cash if the merger agreement is terminated:
•
by TopBuild at any time prior to the receipt of the QXO stockholder approval because (1) the QXO board has effected a QXO adverse recommendation change or (2) QXO or any of its representatives has materially breached the no-solicitation obligations under the merger agreement (and, in the case of clause (2), such breach is not curable or has not been cured within the time periods specified in the merger agreement);
•
by either QXO or TopBuild because the QXO stockholder approval has not been obtained at the QXO stockholder meeting, at a time when TopBuild would have been entitled to terminate the merger agreement pursuant to the first clause above;
•
by either QXO or TopBuild because the Titanium Merger has not been consummated by the outside date, at a time when TopBuild would have been entitled to terminate the merger agreement pursuant to the first clause above;
•
by either QXO or TopBuild (1) because the Titanium Merger has not been consummated by the outside date and the QXO stockholder approval has not theretofore been obtained, (2) because the QXO stockholder approval has not been obtained at the QXO stockholder meeting and, in each case under clauses (1) and (2), (A) on or after the date of the merger agreement and prior to such termination (or, in the case of a termination for failure to obtain the QXO stockholder approval, prior to the QXO stockholder meeting), a QXO acquisition proposal has been publicly announced and not publicly withdrawn and (B) within twelve months after such termination, QXO or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, any QXO acquisition proposal; or
•
by TopBuild (1) because of an uncured material breach by QXO of its no-solicitation obligations or any other covenant, agreement, representation or warranty in the merger agreement (and the QXO stockholder approval has not theretofore been obtained), or (2) because the QXO board has effected a QXO intervening event recommendation change (and the QXO stockholder approval has not theretofore been obtained), and, in each case under clauses (1) and (2), (A) on or after the date of
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the merger agreement and prior to such termination (or, in the case of a termination for failure to obtain the QXO stockholder approval, prior to the QXO stockholder meeting), a QXO acquisition proposal has been publicly announced and not publicly withdrawn and (B) within twelve months after such termination, QXO or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, any QXO acquisition proposal.
Termination Fees Payable by TopBuild
TopBuild has agreed to pay QXO a termination fee of $600,000,000 in cash if the merger agreement is terminated:
•
by QXO at any time prior to the receipt of the TopBuild stockholder approval because (1) the TopBuild board has effected a TopBuild adverse recommendation change or (2) TopBuild or any of its representatives has materially breached the no-solicitation obligations under the merger agreement (and, in the case of clause (2), such breach is not curable or has not been cured within the time periods specified in the merger agreement);
•
by either QXO or TopBuild because the TopBuild stockholder approval has not been obtained at the TopBuild stockholder meeting, at a time when QXO would have been entitled to terminate the merger agreement pursuant to the first clause above;
•
by either QXO or TopBuild because the Titanium Merger has not been consummated by the outside date, at a time when QXO would have been entitled to terminate the merger agreement pursuant to the first clause above;
•
by either QXO or TopBuild (1) because the Titanium Merger has not been consummated by the outside date and the TopBuild stockholder approval has not theretofore been obtained or (2) because the TopBuild stockholder approval has not been obtained at the TopBuild stockholder meeting, and, in each case under clauses (1) and (2), (x) on or after the date of the merger agreement and prior to such termination (or, in the case of a termination for failure to obtain the TopBuild stockholder approval, prior to the TopBuild stockholder meeting), a TopBuild acquisition proposal has been publicly announced and not publicly withdrawn and (y) within twelve months after such termination, TopBuild or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, any TopBuild acquisition proposal; or
•
by QXO (1) because of an uncured material breach by TopBuild of its no-solicitation obligations or any other covenant, agreement, representation or warranty in the merger agreement (and the TopBuild stockholder approval has not theretofore been obtained), or (2) because the TopBuild board has effected a TopBuild intervening event recommendation change (and the TopBuild stockholder approval has not theretofore been obtained), and, in each case under clauses (1) and (2), (x) on or after the date of the merger agreement and prior to such termination (or, in the case of a termination for failure to obtain the TopBuild stockholder approval, prior to the TopBuild stockholder meeting), a TopBuild acquisition proposal has been publicly announced and not publicly withdrawn and (y) within twelve months after such termination, TopBuild or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, any TopBuild acquisition proposal.
Specific Performance
The parties have agreed that irreparable damage would occur in the event that any of the provisions of the merger agreement were not performed in accordance with their specific terms or were otherwise breached. The parties further agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement in addition to any other remedy to which they are entitled at law or in equity.
Effectiveness of the Mergers
Subject to the terms and conditions of the merger agreement, and in accordance with the DGCL, (i) Titanium Merger Sub will be merged with and into TopBuild, and the separate existence of Titanium Merger Sub will cease, and TopBuild will continue as the surviving corporation and a wholly-owned subsidiary
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of QXO (the “surviving corporation”) and (ii) immediately following the Titanium Merger, the surviving corporation will be merged with and into Forward Merger Sub, and the separate existence of the surviving corporation will cease and Forward Merger Sub will continue as the surviving company and a wholly-owned subsidiary of QXO (the “surviving company”). From and after the Titanium Merger effective time and the Forward Merger effective time, the Titanium Merger and the Forward Merger will have the effects set forth in the merger agreement and in the relevant provisions of the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), as applicable. Accordingly, QXO and TopBuild have agreed to take all necessary action to cause the mergers to become effective as soon as practicable following the closing of the mergers.
Litigation Relating to the Mergers
Although neither QXO nor TopBuild is aware of any pending lawsuits relating to the transactions contemplated by the merger agreement as of the date of this joint proxy statement/prospectus, lawsuits arising out of or in connection with the transactions contemplated by the merger agreement could be filed in the future.
Comparison of Stockholders’ Rights
TopBuild stockholders will receive QXO shares in the Titanium Merger. QXO and TopBuild are both Delaware corporations subject to the DGCL. If the mergers are completed, the rights of TopBuild stockholders who become QXO stockholders through the receipt of QXO shares and the rights of QXO stockholders will be governed by the DGCL, the QXO certificate of incorporation and the amended and restated bylaws of QXO (the “QXO bylaws”). For a summary that compares the rights of TopBuild stockholders to the rights of QXO stockholders, see “Comparison of Stockholders’ Rights.”
Risk Factors
The mergers and an investment in QXO shares involve certain risks. In deciding how to vote on the proposals presented at the QXO stockholder meeting and the TopBuild stockholder meeting, you should consider carefully the risk factors beginning on page [ ] of this joint proxy statement/prospectus.
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MARKET PRICE AND DIVIDEND INFORMATION
Market Prices
QXO shares are listed on the NYSE under the symbol “QXO,” and TopBuild shares are listed on the NYSE under the symbol “BLD.”
As of May 13, 2026, the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information, there were (i) 725,229,984 QXO shares issued and outstanding, (ii) approximately 343 holders of record of QXO shares, (iii) 28,144,562 TopBuild shares issued and outstanding and (iv) approximately 1,179 holders of record of TopBuild shares.
Because the stock consideration (20.200 QXO shares per TopBuild share) will not be adjusted for changes in the market price of either QXO shares or TopBuild shares, the market value of QXO shares that TopBuild stockholders will receive upon a stock election may vary significantly from the market value of the QXO shares that TopBuild stockholders would receive if the mergers were completed on the date of this joint proxy statement/prospectus. In contrast, the value of the cash consideration is fixed at $505.00 per TopBuild share and will not fluctuate with changes in the market price of QXO shares or TopBuild shares. As a result, you should obtain recent market prices of QXO shares and TopBuild shares prior to voting your shares or making a per share merger consideration election. Please see “Risk Factors.”
The following table sets forth the closing sale price per QXO share as reported on the NYSE and per TopBuild share as reported on the NYSE, in each case as of (a) April 17, 2026, the last full trading day prior to the public announcement of the mergers, and (b) [ ], 2026, the last practicable trading day before the mailing of this joint proxy statement/prospectus. The table also shows the estimated implied value of the stock consideration and the fixed value of the cash consideration proposed for each TopBuild share as of the same dates.
|
Date
|
| |
QXO
Shares Closing Price |
| |
TopBuild
Shares Closing Price |
| |
Implied Value
of Stock Consideration (20.200x) |
| |||||||||
|
April 17, 2026
|
| | | $ | 25.00 | | | | | $ | 410.31 | | | | | $ | 505.00 | | |
|
[ ], 2026
|
| | | $ | [ ] | | | | | $ | [ ] | | | | | $ | [ ] | | |
QXO stockholders and TopBuild stockholders are encouraged to obtain current market quotations for QXO shares and TopBuild shares and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus. No assurance can be given concerning the market price of QXO shares before or after the effective date of the mergers. Please see “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/prospectus.
Dividends
QXO currently does not pay cash dividends on QXO shares. The terms of the merger agreement limit QXO’s ability to declare or pay dividends, other than dividends (i) required to be declared and paid pursuant to the terms of QXO convertible preferred shares, QXO Series B preferred shares, and QXO Series C preferred shares or (ii) paid or made on a pro rata basis by direct or indirect subsidiaries of QXO in the ordinary course consistent with past practice, in each case prior to the consummation of the mergers.
TopBuild currently does not pay cash dividends on TopBuild shares. The terms of the merger agreement limit TopBuild’s ability to declare or pay dividends, other than dividends (i) by a wholly owned subsidiary of TopBuild to TopBuild or another wholly owned subsidiary of TopBuild or (ii) paid or made on a pro rata basis by direct or indirect subsidiaries of TopBuild in the ordinary course consistent with past practice, in each case prior to the consummation of the mergers.
The dividend policies of QXO or TopBuild may change at any time at the discretion of the respective company’s board and without notice to the respective company’s stockholders.
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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This joint proxy statement/prospectus contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, analysis or projections of financial information or other potential conditions, the expected timing of the closing of the mergers, the anticipated benefits of the mergers, 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 mergers 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 mergers, including the risk that the required stockholder approvals may not be obtained; (iii) the effect of the pendency of the mergers 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 merger agreement for TopBuild, including circumstances that require the payment of a termination fee; (v) the possibility that the mergers 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 mergers; (vii) the risk that the anticipated benefits of the mergers 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 mergers; (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.
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RISK FACTORS
In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including, among others, the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” QXO stockholders and TopBuild stockholders should carefully consider the following risks before deciding how to vote. In addition, you should read and consider the risks associated with each of the businesses of QXO and TopBuild because these risks will relate to the combined company. Descriptions of some of these risks can be found in the respective Annual Reports on Form 10-K, and any amendments thereto, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. Please see the section titled “Where You Can Find More Information.”
Risks Relating to the Mergers
The completion of the mergers is subject to the satisfaction or waiver of various closing conditions, and there can be no assurances as to whether and when the mergers will be completed.
The completion of the mergers is subject to the satisfaction or waiver of a number of conditions, including, among others, (i) the approval of the QXO share issuance proposal by QXO stockholders, (ii) the approval of the TopBuild merger proposal by TopBuild stockholders, (iii) the QXO shares issued as stock consideration being approved for listing on the NYSE, (iv) the expiration or termination of any applicable waiting period (and any extensions thereof) under the HSR Act, and other specified regulatory clearances, (v) the absence of any law, order, injunction or decree in effect that restrains, enjoins or otherwise prohibits consummation of the mergers, (vi) the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part of QXO relating to the registration under the Securities Act of the QXO share issuance, (vii) an opinion of counsel to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (viii) the absence of a material adverse effect with respect to TopBuild or QXO since the date of the merger agreement. There can be no assurance that the required stockholder, governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, even if all required consents and approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the mergers could cause TopBuild or QXO not to realize, or to be delayed in realizing, some or all of the benefits that TopBuild and QXO expect to achieve if the mergers are successfully completed within their expected time frame. If the mergers are not completed for any reason, including as a result of the failure of QXO stockholders to approve the QXO share issuance or the failure of TopBuild stockholders to adopt the merger agreement, the ongoing businesses of QXO and TopBuild may be materially adversely affected, and QXO and TopBuild would be subject to a number of risks, including: each company may experience negative reactions from the financial markets, including negative impacts on their respective stock prices; each company may experience negative reactions from their respective customers, suppliers, employees and other business partners; QXO and TopBuild will still be required to pay certain significant costs relating to the mergers, such as legal, accounting, consulting, financial advisory and printing fees, regardless of whether the mergers are completed; under certain circumstances, QXO may be required to pay TopBuild a termination fee of $600.0 million, or TopBuild may be required to pay QXO a termination fee of $600.0 million; and matters relating to the mergers require substantial commitments of time and resources by each company’s management, which could otherwise be devoted to day-to-day operations and other business opportunities. In addition, either TopBuild or QXO may terminate the merger agreement if, subject to certain limitations, the mergers have not been consummated by January 17, 2027.
The need for regulatory approvals may delay the closing date or may diminish the benefits of the mergers.
QXO and TopBuild are required to obtain the approvals of certain regulatory agencies before completing the mergers. Satisfying any requirements of these regulatory agencies may delay the closing date. The requisite regulatory approvals may not be received on a timely basis, or at all (in which case the mergers could not be completed), or may contain conditions or restrictions on closing of the mergers that
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cannot be satisfied. In addition, any conditions or restrictions imposed could have the effect of imposing additional costs on or limiting the revenues of the combined company following the mergers, which might have an adverse effect on the combined company following the mergers. Furthermore, it is possible that, among other things, restrictions on the combined operations of the two companies, including divestitures, may be sought by governmental agencies as a condition to obtaining the required regulatory approvals. This may diminish the benefits of the mergers to the combined company or otherwise have an adverse effect on the combined company following the mergers.
The merger agreement contains provisions that restrict the ability of QXO and TopBuild to pursue alternatives to the mergers and, in specified circumstances, could require QXO to pay TopBuild a termination fee of $600.0 million or require TopBuild to pay QXO a termination fee of $600.0 million.
Under the merger agreement, QXO and TopBuild are restricted, subject to certain exceptions, from soliciting, initiating or knowingly encouraging or knowingly facilitating any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an acquisition proposal. In addition, QXO and TopBuild generally must be given an opportunity by the other party to propose revisions to the terms of the merger agreement in response to any acquisition proposals or intervening events before the other party’s board of directors may withdraw, modify, or qualify its recommendation. If the merger agreement is terminated under certain circumstances, including due to a QXO adverse recommendation change or TopBuild adverse recommendation change by the applicable company’s board of directors as a result of a superior proposal, the consummation of (or entry into a definitive agreement with respect to) an alternative transaction within twelve months following certain terminations where an acquisition proposal had been publicly announced and not withdrawn, or a material and uncured breach of the non-solicitation obligations, QXO or TopBuild, as applicable, may be required to pay the other party a cash termination fee of $600.0 million. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of QXO or TopBuild from considering or proposing that acquisition.
The termination of the merger agreement could negatively impact QXO or TopBuild.
If the mergers are not completed for any reason, including as a result of TopBuild stockholders failing to approve the TopBuild merger proposal or QXO stockholders failing to approve the QXO share issuance, the ongoing businesses of QXO and TopBuild may be adversely affected and, without realizing any of the benefits of having completed the mergers, QXO and TopBuild would be subject to a number of risks, including the following:
•
each company may experience negative reactions from the financial markets, including negative impacts on its stock price;
•
each company may experience negative reactions from its suppliers, customers, regulators and employees;
•
each company will be required to pay certain investment banking, legal, financing and accounting costs and associated fees and expenses relating to the mergers, whether or not the mergers are completed; and
•
matters relating to the mergers (including integration planning) will require substantial commitments of time and resources by QXO’s management and TopBuild’s management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to QXO or TopBuild, as applicable, as an independent company.
The merger agreement restricts the conduct of each of QXO’s and TopBuild’s respective businesses prior to the completion of the mergers, which may delay or prevent QXO or TopBuild from undertaking business opportunities that may arise pending the consummation of the mergers.
The merger agreement contains covenants requiring each of QXO and TopBuild to conduct their respective businesses in the ordinary course, subject to specific limitations, during the period between the date of the merger agreement and the earlier of the effective time of the mergers and the termination of the merger agreement. These restrictions, among other things, limit TopBuild’s ability (without the prior
29
written consent of QXO) to acquire or dispose of material assets, incur additional indebtedness, capital expenditures above specified thresholds, enter into or modify material contracts and increase employee compensation and benefits, and limit both parties’ ability (without the prior written consent of the other party) to issue additional shares of capital stock and declare or pay dividends (each subject to certain exceptions). These restrictions may prevent QXO or TopBuild from pursuing attractive business opportunities or making other changes to their respective businesses that may arise prior to the completion of the mergers or the termination of the merger agreement, even if such opportunities or changes would be beneficial.
QXO or TopBuild may waive one or more of the closing conditions without re-soliciting stockholder approval.
QXO or TopBuild may determine to waive, in whole or part, one or more of the conditions of its obligations to consummate the mergers. QXO and TopBuild currently expect to evaluate the materiality of any waiver and its effect on QXO or TopBuild stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the mergers or as to re-soliciting stockholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by QXO or TopBuild, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.
The pendency of the mergers could adversely affect the business, financial results, and operations of QXO and TopBuild, including their ability to retain key personnel and maintain business relationships.
The announcement and pendency of the mergers could disrupt QXO’s and TopBuild’s businesses, including by diverting the attention of their respective management teams and employees from day-to-day operations. Employees of QXO and TopBuild may experience uncertainty about their future roles with the combined company, which may adversely affect each company’s ability to retain and motivate key personnel. Furthermore, customers, suppliers, and other business partners may seek to change existing business relationships with QXO or TopBuild or delay entering into new business relationships, which could adversely impact their respective financial results.
QXO and TopBuild will incur significant direct and indirect costs as a result of the mergers, regardless of whether the mergers are completed.
Each of QXO and TopBuild has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the mergers and combining the operations of the two companies. These expenses have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the mergers, including, among other things, fees paid to financial, legal and accounting advisors, employee retention, severance and benefits costs, filing fees and debt restructuring costs. Many of these costs will be borne by QXO or TopBuild, as applicable, even if the mergers are not completed.
QXO and TopBuild also expect to incur transaction-related costs in connection with the formulation and implementation of integration plans. QXO and TopBuild will continue to assess the magnitude of these costs. Additional unanticipated costs may be incurred in connection with the mergers and the integration of the two companies’ businesses. Although QXO and TopBuild each expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow the benefits of combining the businesses to offset the costs of integration over time, this net benefit may not be achieved in the near term, or at all. For additional information, see “Risk Factors — Risks Relating to the Combined Company — QXO may fail to successfully integrate the businesses and operations of TopBuild, which may result in the combined company not operating as efficiently and effectively as expected” below.
The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition, cash flows and operating results of the combined company following the closing of the mergers.
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The directors and executive officers of TopBuild have interests and arrangements that may be different from, or in addition to, those of TopBuild stockholders generally.
When considering the recommendation of the TopBuild board with respect to the TopBuild proposals described in this joint proxy statement/prospectus, TopBuild stockholders should be aware that the directors and executive officers of TopBuild may have interests in the mergers and have arrangements that are different from, or in addition to, those of TopBuild stockholders generally. These interests and arrangements may include the continued employment of certain executive officers of TopBuild by QXO, the continued service of an independent director of TopBuild as a director of QXO, the treatment in the mergers of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements and the right to continued indemnification of former TopBuild directors and officers by the combined company. These interests and arrangements may create potential conflicts of interest.
TopBuild stockholders should be aware of these interests when they consider the recommendations of the TopBuild board that they approve the TopBuild merger proposal. The TopBuild board was aware of these interests and considered these interests, among other matters, when it approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement (including the mergers) and determined that the merger agreement and the transactions contemplated by the merger agreement (including the mergers) were fair to and in the best interests of TopBuild and its stockholders and recommended that TopBuild stockholders adopt the merger agreement. For additional information, see “The Mergers — Interests of TopBuild’s Directors and Executive Officers in the Mergers”.
The prospective financial information relating to QXO and TopBuild prepared in connection with the mergers is based on numerous variables and assumptions that are inherently uncertain, which may adversely affect the market price of the QXO shares following the closing of the mergers.
This joint proxy statement/prospectus includes certain prospective financial information considered by QXO and TopBuild in connection with their respective businesses. This prospective financial information was not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The prospective financial information was based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of QXO’s and TopBuild’s respective management teams, including, but not limited to, assumptions related to general economic, competitive and regulatory conditions, financial market conditions, industry performance, revenue growth, margin performance, capital expenditures and working capital requirements. The assumptions underlying the prospective financial information may not prove to be achievable or may no longer be appropriate. Important factors that may affect actual results and result in the projections not being achieved include, but are not limited to: general economic conditions; market demand for each company’s products and services; demand in the residential and non-residential construction and building products markets; the impact of the announcement, pendency and consummation of the mergers; commodity input costs; competitive dynamics; the ability to attract and retain key employees; changes in tax and trade policies, including tariffs; and other risk factors described in QXO’s and TopBuild’s respective Annual Reports on Form 10-K and other filings with the SEC, as well as in the section titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [ ] of this joint proxy statement/prospectus. As a result, the inclusion of the prospective financial information in this joint proxy statement/prospectus should not be regarded as an indication that QXO, TopBuild, their respective affiliates, officers, directors, advisors or other representatives or any other party considered, or now considers, the prospective financial information to be necessarily predictive of actual future results, and the prospective financial information should not be relied upon as such. There can be no assurance that the prospective financial information will be realized or that actual results will not be significantly higher or lower than projected. Neither QXO nor TopBuild can give any assurance that, had the prospective financial information been prepared as of the date of this joint proxy statement/prospectus, similar estimates and assumptions would be used. Neither QXO nor TopBuild nor any of their respective affiliates, officers, directors, advisors or other representatives has made, or makes, any representation to any stockholder or any other person regarding the ultimate performance of QXO, TopBuild or the combined company compared to the information contained in the prospective financial information or that the projected results will be achieved.
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The QXO Forecasted Financial Information included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, QXO management. Neither QXO’s independent registered public accounting firm, TopBuild’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled, examined or performed or applied any agreed-upon procedures with respect to the prospective financial information, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, such information. The reports of each company’s independent registered public accounting firm contained in such company’s Annual Report on Form 10-K relate to historical financial information and do not extend to the prospective financial information described in this joint proxy statement/prospectus and should not be read to do so. The prospective financial information does not take into account any circumstances or events occurring after the date it was prepared, including the announcement or pendency of the mergers. The prospective financial information also does not take into account the possible financial and other effects on QXO or TopBuild of the mergers (other than with respect to the Net Synergies Estimates reflected in the QXO Management Projections for TopBuild and the TopBuild Pro Forma Projections for MergeCo), the effect on QXO or TopBuild of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, the effect of any restrictions or remedies that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the mergers or the effect on QXO or TopBuild of any possible failure of the mergers to occur. Except as required by applicable securities laws, neither QXO nor TopBuild intends to make publicly available any update or other revision to the prospective financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the prospective financial information are shown to no longer be achievable or appropriate. The prospective financial information covers multiple years, and such information by its nature becomes subject to greater uncertainty with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.
QXO shares received by TopBuild stockholders as a result of the mergers will have different rights from TopBuild shares.
Upon the closing of the mergers, TopBuild stockholders will no longer be stockholders of TopBuild, and TopBuild stockholders who receive stock consideration will become holders of QXO shares. There will be important differences between the current rights of TopBuild stockholders and the rights to which such stockholders will be entitled as QXO stockholders. For additional information, see “Comparison of Stockholders’ Rights.”
The market price of QXO shares after the mergers may be affected by factors different from those that currently affect the market prices of QXO shares and TopBuild shares.
Upon the completion of the mergers, holders of TopBuild shares who receive QXO shares will become holders of QXO shares. QXO’s business differs from that of TopBuild, and, accordingly, the results of operations and the market price of QXO shares after the completion of the mergers may be affected by factors different from those currently affecting the independent results of operations of each of QXO and TopBuild. The market price and performance of QXO shares after the completion of the mergers is likely to be different from the performance of QXO shares and TopBuild shares in the absence of the mergers.
QXO stockholders and TopBuild stockholders will each have reduced ownership and voting interest in and will exercise less influence over management of the combined company.
QXO stockholders currently have the right to vote in the election of the QXO board and on other matters affecting QXO, and TopBuild stockholders currently have the right to vote in the election of the TopBuild board and on other matters affecting TopBuild. Upon consummation of the mergers, each QXO stockholder and each TopBuild stockholder will become a stockholder of the combined company with a percentage ownership of the combined company that is smaller than such stockholder’s percentage ownership of QXO or TopBuild, as applicable, immediately prior to the Titanium Merger effective time. As
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of the date of this joint proxy statement/prospectus, based on the estimated number of shares of common stock of QXO and TopBuild that will be outstanding immediately prior to the Titanium Merger effective time and assuming that the number of QXO shares issued in the mergers is equal to the maximum stock election number of fifty-five percent (55%) of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time, QXO and TopBuild estimate that holders of QXO shares as of immediately prior to the Titanium Merger effective time will hold, in the aggregate, approximately 69.9% of the issued and outstanding QXO shares immediately following the completion of the mergers, and holders of TopBuild shares as of immediately prior to the Titanium Merger effective time will hold, in the aggregate, approximately 30.1% of the issued and outstanding QXO shares immediately following the completion of the mergers. Accordingly, QXO stockholders and TopBuild stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of QXO or TopBuild, as applicable.
Securities class action and derivative lawsuits may be brought against QXO or TopBuild in connection with the mergers, which could result in substantial costs.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger, or other business combination agreements. Such lawsuits could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the merger agreement already implemented or to otherwise enjoin the parties from consummating the mergers. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on QXO’s and TopBuild’s respective liquidity and financial condition.
Risks Relating to the Merger Consideration and Election Mechanics
Because the market price of QXO shares will fluctuate, TopBuild stockholders cannot be sure of the exact value of the stock consideration they will receive.
The stock consideration is fixed at an exchange ratio of 20.200 QXO shares per TopBuild share. This ratio will not be adjusted to reflect changes in the market price of QXO shares prior to the closing of the mergers. Consequently, the implied value of the stock consideration will fluctuate as the market price of QXO shares fluctuate. In contrast, the cash consideration is fixed at $505.00 per TopBuild share. A decline in the market price of QXO shares could result in the stock consideration having a significantly lower value than the cash consideration at the time of closing. The merger agreement does not provide QXO or TopBuild with a termination right or other similar protection relating to the market price of QXO shares.
Because the value of the stock consideration will depend on the market price of QXO shares at the time the mergers are completed, TopBuild stockholders will not know or be able to determine at the time of the TopBuild stockholder meeting the market value of the stock consideration they would receive upon completion of the mergers. Similarly, QXO stockholders will not know or be able to determine at the time of the QXO stockholder meeting the market value of the QXO shares to be issued pursuant to the merger agreement compared to the market value of the TopBuild shares that are being exchanged.
Stock price changes may result from a variety of factors, including, among others:
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general market, economic and political conditions;
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changes in QXO’s and TopBuild’s respective businesses, operations and prospects;
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market assessments of the likelihood that the mergers will be completed;
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interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of QXO’s and TopBuild’s common stock;
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federal, state and local legislation, governmental regulation and legal developments in the building products distribution industry; and
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the timing of the mergers and regulatory considerations.
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Many of these factors are beyond QXO’s and TopBuild’s control, and neither QXO nor TopBuild are permitted to terminate the merger agreement solely due to a decline in the market price of the other party. Stockholders are urged to obtain current market quotations for QXO shares and TopBuild shares in determining whether to vote for approval of the QXO share issuance and QXO charter amendment in the case of QXO stockholders or for the approval of the TopBuild merger proposal in the case of TopBuild stockholders.
TopBuild stockholders may receive a form or combination of consideration different from what they elect due to the proration mechanics in the merger agreement.
TopBuild stockholders are subject to proration if the available cash or stock consideration is oversubscribed. The merger agreement caps maximum number of TopBuild shares to be converted into the right to receive the cash consideration at the maximum cash election number and the maximum number of TopBuild shares to be converted into the right to receive the stock consideration at the maximum stock election number. However, the maximum stock election number may be increased (but not decreased) by QXO in its sole discretion prior to the Titanium Merger effective time, if and only if holders of TopBuild shares have elected more than fifty-five percent (55%) of the number of eligible TopBuild shares to receive the stock consideration. If TopBuild stockholders elect to receive more cash than is available (including after the increase of the maximum stock election number by QXO, if any), those electing the cash consideration will receive a prorated amount of cash and the remainder of their consideration in QXO shares. Conversely, if stockholders elect to receive more stock than is available, those electing the stock consideration will receive a prorated number of QXO shares and the remainder of their consideration in cash. Therefore, you may not receive the exact form of consideration you elect. This may result in, among other things, tax consequences that differ from those that would have resulted if the TopBuild stockholder had received solely the form of consideration elected.
If you make a merger consideration election, you will not be able to sell or transfer the shares subject to your election prior to the closing of the mergers.
If you submit a valid election form with respect to any of your TopBuild shares, those shares will not be available for sale or transfer during the period between the submission of your election and the earlier of the closing of the mergers or the valid revocation of your election prior to the election deadline. After the election deadline, elections can no longer be changed or revoked, and any TopBuild shares subject to an election will remain restricted from trading through the closing of the mergers. This means that if you make an election, you will be unable to sell your shares during what may be a period of several weeks between the election deadline and the closing, even if the market price of TopBuild shares or QXO shares changes significantly during that period. You should carefully consider the implications of this restriction, including the inability to react to market developments, before submitting your election form. If you wish to preserve the ability to trade your shares, you may revoke your election by submitting a written notice to the exchange agent at any time prior to the election deadline, in which case your shares will be treated as “no election shares” and you will be treated as having elected to receive the stock consideration.
The U.S. federal income tax consequences of the mergers to TopBuild stockholders are dependent upon the form of consideration received, which cannot be determined until after the proration calculations are completed.
The U.S. federal income tax consequences of the mergers to a TopBuild stockholder will depend on whether the stockholder receives solely QXO shares, solely cash, or a combination of QXO shares and cash in exchange for their TopBuild shares. Because the final mix of consideration received by a stockholder electing the cash consideration or stock consideration will not be known until the proration procedures are completed after the election deadline, such stockholders will not know the exact U.S. federal income tax consequences of the mergers to them at the time they must make their election or vote on the merger agreement.
If the mergers, taken together, do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, TopBuild stockholders may be required to pay substantial U.S. federal income taxes.
The merger agreement provides that the merger agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), and QXO
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and TopBuild intend for the mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to TopBuild’s obligation to complete the mergers that TopBuild receive an opinion from Jones Day, counsel to TopBuild (or if Jones Day is unable to deliver such opinion, Paul, Weiss, Rifkind, Wharton & Garrison LLP or another nationally recognized law firm reasonably satisfactory to QXO and TopBuild), dated as of the closing date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The opinion will be based on representations from each of QXO and TopBuild and on customary factual assumptions, as well as certain covenants and undertakings by QXO and TopBuild. If any of such representations, assumptions, covenants or undertakings is or becomes incorrect, incomplete or inaccurate or is violated, the validity of the opinion described above may be affected and the U.S. federal income tax consequences of the mergers could differ materially from those described in this joint proxy statement/prospectus. An opinion of counsel is not binding on the IRS or any court, and neither QXO nor TopBuild intends to request a ruling from the IRS with respect to the tax consequences of the mergers. Accordingly, there can be no assurance that the IRS will not challenge the conclusion reflected in the opinion or that a court will not sustain such a challenge. If the IRS or a court determines that the mergers, taken together, do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a TopBuild stockholder who receives QXO shares in the mergers would generally recognize taxable gain or loss upon such exchange, which could result in a substantial tax liability to such stockholder.
Risks Relating to the Combined Company
Even if the mergers are completed, QXO may be unable to integrate TopBuild successfully and realize the anticipated benefits of the mergers.
If the mergers are completed, the successful integration of TopBuild’s operations into those of QXO and QXO’s ability to realize the expected benefits of the transaction are subject to a number of risks and uncertainties, many of which are outside of QXO’s control. QXO will also be required to devote significant management attention and resources to integrating business practices, cultures and operations of each business. The risks and uncertainties relating to integrating the two businesses include, among other things:
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the challenge of integrating complex organizations, systems, operating procedures, compliance programs, technology, networks and other assets of TopBuild;
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the difficulties harmonizing differences in the business cultures of QXO and TopBuild;
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the inability to successfully integrate our respective businesses in a manner that permits us to achieve the cost savings and other anticipated benefits from the mergers;
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the inability to minimize the diversion of management attention from ongoing business concerns during the process of integrating TopBuild into QXO’s businesses;
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the inability to resolve potential conflicts that may arise relating to customer, supplier and other important relationships of our business and TopBuild;
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difficulties in retaining key management and other key employees; and
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the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations.
QXO will incur substantial expenses to consummate the mergers and implement integration plans but may not realize the anticipated benefits. In addition, even if QXO is able to integrate TopBuild successfully, the anticipated benefits of the mergers may not be realized fully, or at all, or may take longer to realize than expected. Given the size and significance of the mergers, QXO may encounter difficulties in the integration of the operations of TopBuild and may fail to realize the full benefits and synergies of the mergers, which could adversely impact our business, results of operations and financial condition.
The combined company may fail to fully realize the anticipated synergies, cost savings, and other benefits of the mergers, or it may take longer than expected to achieve such benefits.
QXO and TopBuild entered into the merger agreement with the expectation that the mergers would result in various benefits, including significant cost savings and operational synergies. Achieving these
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anticipated synergies depends on the successful consolidation of operations and elimination of redundant costs. There can be no assurance that the combined company will be able to achieve the expected synergies in the anticipated amounts or within the anticipated timeframes, or that the costs to achieve such synergies will not be higher than expected.
The mergers may result in a loss of customers, suppliers, vendors, landlords and other business partners and may result in the modification or termination of existing contracts.
Following the mergers, some of the customers, suppliers, vendors, landlords, joint venture partners and other business partners of QXO or TopBuild may modify, terminate or scale back their current or prospective business relationships with the combined company. In addition, QXO and TopBuild have contracts with customers, suppliers, vendors, landlords, joint venture partners and other business partners that may contain provisions giving the counterparty the right to terminate, or require the counterparty’s consent to the continuation of, such contracts upon a change of control or assignment, such as in connection with the mergers. There can be no assurance that such consents will be obtained on favorable terms or at all, or that such contracts will not be terminated. In addition, third parties with whom QXO or TopBuild has business relationships may experience uncertainty associated with the transaction, including with respect to current or future business relationships with QXO, TopBuild or the combined company, and may delay or defer certain business decisions, seek alternative relationships with third parties, or seek to alter their present business relationships with QXO or TopBuild. If relationships with customers, suppliers, vendors, landlords, joint venture partners and other business partners are adversely affected by the mergers, or if the combined company loses the benefits of existing contracts of QXO or TopBuild, the combined company’s business, financial condition and results of operations could be adversely affected.
The unaudited pro forma combined financial information included in this joint proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the mergers may differ materially.
The unaudited pro forma combined financial information included in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what QXO’s actual financial condition or results of operations would have been had the mergers been completed on the dates indicated. The unaudited pro forma combined financial information reflects adjustments, which are based upon assumptions, preliminary estimates and accounting reclassifications, to record the identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this joint proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of TopBuild as of the date of the completion of the mergers. Accordingly, the final accounting adjustments as a result of the acquisition may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus.
Uncertainties associated with the mergers may cause a loss of management personnel and other key employees at either QXO or TopBuild, which could adversely affect the future business and operations of the combined company following the mergers.
Each of QXO and TopBuild depends on the experience and industry knowledge of its management personnel and other key employees to execute its business plans. The success of the combined company after the mergers will depend in part on its ability to retain or attract key management personnel and other key employees. During the pendency or following the closing of the mergers, QXO’s and TopBuild’s respective current and prospective employees may experience uncertainty or have concerns regarding their roles within the combined company, the timing and closing of the mergers or the operations of the combined company, any of which may have an adverse effect on QXO’s and TopBuild’s ability to retain, attract or motivate key management and other key personnel. If QXO and TopBuild are unable to retain or motivate personnel, including key management personnel, who are critical to the future operations of the combined company, then QXO, TopBuild or the combined company could face disruptions in their respective operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment, training and retention costs. In addition, the loss of key QXO or TopBuild personnel could diminish the anticipated benefits of the mergers. No assurance can be given that the combined
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company will be able to retain or attract key management personnel and other key employees of QXO or TopBuild to the same extent that QXO and TopBuild have previously been able to retain or attract their own employees.
The issuance of QXO shares in connection with the mergers will dilute existing QXO stockholders and may adversely affect the market price of QXO shares.
In connection with the mergers, QXO expects to issue a substantial number of QXO shares to the stockholders of TopBuild, the actual number of which will be determined at closing based on the number of TopBuild shares and certain equity awards of TopBuild outstanding at that time and subject to proration and election procedures set forth in the merger agreement. The issuance of these additional QXO shares will dilute the ownership interest of QXO’s existing stockholders and may dilute earnings per share. Any such dilution, or any delay in achieving accretion to earnings per share, could cause the market price of QXO shares to decline or increase at a reduced rate.
If the QXO stockholders do not approve the QXO charter amendment proposal, QXO will issue most of its available authorized QXO shares in connection with the consummation of the mergers, and the combined company will be limited in its ability to raise equity by issuing additional QXO shares unless its stockholders approve an amendment to the QXO certificate of incorporation to increase the number of authorized QXO shares.
If the QXO stockholders do not approve the QXO charter amendment proposal, the combined company will continue to have 2,000,000,000 authorized QXO shares. As of May 13, 2026, there were 725,229,984 QXO shares issued and outstanding. At the Titanium Merger effective time, QXO anticipates issuing or reserving for issuance up to 316,004,457 QXO shares, resulting in 1,818,679,119 QXO shares issued and outstanding or reserved for issuance, which represents approximately 90.9% of QXO’s authorized QXO shares. If the QXO stockholders do not approve the QXO charter amendment proposal, the combined company would have approximately 181,320,881 authorized QXO shares available for issuance following the consummation of the mergers and would be limited in its ability to raise equity by issuing additional QXO shares.
Risks Relating to the Combined Company’s Indebtedness
QXO expects to obtain financing in connection with the mergers and cannot guarantee that it will be able to obtain such financing on favorable terms or at all.
In connection with the mergers, QXO Building Products, Inc., a subsidiary of QXO, entered into the commitment letter with Morgan Stanley Senior Funding, Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, Barclays Bank PLC, Apollo Capital Management, L.P., Citigroup Global Markets Inc. and Credit Agricole Corporate and Investment Bank pursuant to which such financial institutions (each acting for itself and/or on behalf of its managed funds and accounts) committed to provide (i) a $3.0 billion senior secured term loan facility and (ii) $3.0 billion of senior unsecured bridge financing (the “bridge facilities”), in each case, subject to conditions customary for transactions of this type for the purposes of funding the cash consideration and paying fees, costs and expenses related to the transactions contemplated by the merger agreement, to repay certain existing indebtedness of TopBuild and/or its subsidiaries and to pay other transaction costs incurred in connection with the foregoing. The bridge facilities will be available to be drawn upon to the extent that QXO has not prior to or concurrently with the consummation of the mergers received proceeds from, among other things, one or more debt offerings or loan facility transactions, subject to certain exceptions sufficient to pay the required amounts.
QXO’s ability to obtain new debt financing, to enter into the bridge facilities or to refinance such loans will depend on, among other factors, prevailing market conditions and other factors beyond QXO’s control. QXO cannot provide assurance that it will be able to obtain new debt financing on terms acceptable to it or at all, and any such failure could materially adversely affect its operations and financial condition. QXO’s obligation to complete the mergers is not conditioned upon the receipt of any financing.
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In connection with the mergers, QXO expects to incur significant new indebtedness, which could adversely affect QXO’s financial health and its ability to execute its business strategy.
QXO anticipates that the funds needed to complete the transactions contemplated by the merger agreement will be derived in part from third-party debt financing. QXO’s obligation to complete the mergers is not conditioned upon the receipt of any financing. QXO’s pro forma indebtedness following completion of the mergers is expected to be significantly greater than QXO’s standalone indebtedness prior to the mergers. QXO’s substantial indebtedness following the mergers could have important consequences, including: increasing its vulnerability to adverse general economic and industry conditions; exposing it to interest rate risk; limiting its flexibility in planning for, or reacting to, changes in its business and the industries in which it operates; placing QXO at a competitive disadvantage compared to competitors with less indebtedness; making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes; and potentially requiring QXO to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of its cash flow to fund its other business needs. Any downgrade in QXO’s credit rating or the ratings of its indebtedness, or adverse conditions in the debt capital markets, could adversely affect the trading price of QXO’s debt securities, increase interest expense, increase the cost of refinancing existing debt, and adversely affect QXO’s ability to raise additional debt. Certain of the indebtedness to be incurred in connection with the mergers may bear interest at variable interest rates. If interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect QXO’s cash flows.
Risks Relating to QXO’s Business
QXO’s business will continue to be subject to the risks described in the sections entitled “Risk Factors” in QXO’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page [ ] for the location of information incorporated by reference into this joint proxy statement/prospectus.
Risks Relating to TopBuild’s Business
TopBuild’s business will continue to be subject to the risks described in the sections entitled “Risk Factors” in TopBuild’s Annual Report on Form 10-K for the year ended December 31, 2025, in TopBuild’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page [ ] for the location of information incorporated by reference into this joint proxy statement/prospectus.
QXO STOCKHOLDER MEETING
General
This joint proxy statement/prospectus is being provided to QXO stockholders as part of a solicitation of proxies by the QXO board for use at the QXO stockholder meeting. This joint proxy statement/prospectus provides QXO stockholders with important information about the QXO stockholder meeting and should be read carefully in its entirety.
Date, Time and Place
The QXO stockholder meeting will be held virtually at www.virtualshareholdermeeting.com/QXO2026SM on [ ], 2026, at [ ], Eastern Time. The meeting is expected to be conducted virtually. Instructions for accessing the virtual meetings will be included on your proxy card.
Purpose of the QXO Stockholder Meeting
The QXO stockholder meeting is being held to consider and vote on:
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1.
a proposal to approve the issuance of QXO shares in connection with the Titanium Merger and QXO shares to be issued in the mergers or reserved for issuance in connection with the mergers;
2.
a proposal to approve an amendment of the QXO certificate of incorporation to increase the number of authorized QXO shares from 2,000,000,000 to 4,000,000,000; and
3.
a proposal to approve the adjournment of the QXO stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the QXO share issuance proposal.
The closing of the mergers is conditioned on approval by QXO stockholders of the QXO share issuance proposal. The closing of the mergers is not conditioned on approval of the QXO charter amendment proposal or the QXO adjournment proposal.
Recommendation of the QXO Board
The QXO board unanimously recommends that QXO stockholders vote “FOR” the QXO share issuance proposal, “FOR” the QXO charter amendment proposal and “FOR” the QXO adjournment proposal. For additional information, see the section titled “The Mergers — Recommendation of the QXO Board and Reasons for the Mergers.”
This joint proxy statement/prospectus contains important information regarding the QXO share issuance proposal, the QXO charter amendment proposal, the QXO adjournment proposal and the factors that QXO stockholders should consider when deciding how to cast their votes. QXO stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this joint proxy statement/prospectus, for more detailed information regarding the merger agreement, including the mergers and other transactions contemplated by the merger agreement, and the proposals described above.
Record Date and Outstanding Shares
The QXO board has fixed the close of business on [ ], 2026 (the “QXO record date”) as the record date for the QXO stockholder meeting. Holders of record of shares of QXO voting stock on the QXO record date are the only QXO stockholders that are entitled to receive notice of, and to vote at, the QXO stockholder meeting. Each QXO share is entitled to one vote on each matter properly brought before the QXO stockholder meeting. In addition, each QXO convertible preferred share and each QXO Series C preferred share is entitled to vote on each proposal and any other matter coming before the QXO stockholder meeting as if such shares were converted into QXO shares as of the QXO record date, meaning that each QXO convertible preferred share is entitled to approximately 219 votes, and each QXO Series C preferred share is entitled to approximately [ ] votes, in each case, on each matter to come before the QXO stockholder meeting. Holders of QXO Series B preferred shares are not entitled to vote on matters to come before the QXO stockholder meeting.
As of the QXO record date, there were [ ] QXO shares issued and outstanding, with each QXO share entitled to one vote on each matter to come before the QXO stockholder meeting. As of the QXO record date, there were 1,000,000 QXO convertible preferred shares issued and outstanding, representing 219,010,074 votes and 200,000 QXO Series C preferred shares issued and outstanding, representing [ ] votes. In total, [ ] votes are eligible to be cast at the QXO stockholder meeting based on the number of outstanding shares of QXO voting stock.
A list of the QXO stockholders of record who are entitled to vote at the QXO stockholder meeting will be available for inspection at QXO’s executive offices at Five American Lane, Greenwich, Connecticut 06831, during ordinary business hours, for a period of no less than 10 days before the QXO stockholder meeting. The stockholder list will also be available for examination by QXO stockholders during the QXO stockholder meeting on a reasonably accessible electronic network.
Quorum
No business may be transacted at the QXO stockholder meeting unless a quorum is present. A quorum will exist if holders of a majority of the shares of QXO voting stock are present in person or represented by
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proxy at the QXO stockholder meeting. Virtual attendance at the QXO stockholder meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the stockholder meeting.
Shares held by QXO as treasury shares are not entitled to vote and do not count toward a quorum. Abstentions are counted as present for purposes of establishing a quorum at the QXO stockholder meeting. If you vote by internet, telephone or proxy card, the shares you vote will be counted toward the quorum for the QXO stockholder meeting. QXO does not expect any broker non-votes at the QXO stockholder meeting because all proposals at the QXO stockholder meeting are expected to be “non-routine” matters under the applicable stock exchange rules, and your broker, bank or other nominee will not be able to vote your shares without your instructions. Accordingly, if you hold your shares in “street name” and do not return your broker’s, bank’s or other nominee’s voting form, do not provide voting instructions via the internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the QXO stockholder meeting and vote virtually with a “legal proxy” from your broker, bank or other nominee, your shares will not be considered present for purposes of determining whether a quorum is present at the QXO stockholder meeting.
Required Vote
The required votes to approve the QXO proposals are as follows:
•
Approval of the QXO share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting. The approval of the QXO share issuance proposal is a condition to the closing of the mergers.
•
Approval of the QXO charter amendment proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting. The approval of the QXO charter amendment proposal is not a condition to the closing of the mergers.
•
Approval of the QXO adjournment proposal requires the affirmative vote of a majority of the shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting and entitled to vote on such proposal. The approval of the QXO adjournment proposal is not a condition to the closing of the mergers.
Abstentions
QXO share issuance proposal (majority of votes cast): A failure to vote will have no effect on the outcome (assuming a quorum is present). Abstentions will not be counted as votes cast and will also have no effect on the outcome of the vote on the QXO share issuance proposal (assuming a quorum is present).
QXO charter amendment proposal (majority of votes cast): A failure to vote will have no effect on the outcome (assuming a quorum is present). Abstentions will not be counted as votes cast and will also have no effect on the outcome of the vote on the QXO charter amendment proposal (assuming a quorum is present).
QXO adjournment proposal (majority of shares present and entitled to vote): A failure to vote will have no effect on the outcome (assuming a quorum is present). Abstentions will have the same effect as a vote “AGAINST” the proposal.
Voting by QXO’s Directors and Executive Officers
On the QXO record date, QXO directors and executive officers, and their affiliates, as a group, beneficially owned and were entitled to vote [ ] QXO shares (including those shares that would be issued if all QXO convertible preferred shares had converted into QXO shares as of the QXO record date), or approximately [ ]% of the issued and outstanding shares of QXO voting stock. QXO currently expects that all of its directors and executive officers will vote their shares “FOR” the QXO share issuance proposal, “FOR” the QXO charter amendment proposal and “FOR” the QXO adjournment proposal.
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Voting Agreement
Concurrently with the execution and delivery of the merger agreement on April 18, 2026, and as a condition and inducement to the willingness of TopBuild to enter into the merger agreement, Jacobs Private Equity II, LLC (the “supporting stockholder”) entered into the voting agreement with TopBuild.
Under the voting agreement, subject to the terms and conditions therein, the supporting stockholder has agreed to vote all of its QXO shares and QXO convertible preferred shares in favor of the approval of the QXO share issuance proposal, the QXO adjournment proposal and any other matter or action necessary for the consummation of the transactions contemplated by the merger agreement, including the mergers.
As of the date of the voting agreement, the supporting stockholder owned 900,000 QXO convertible preferred shares, convertible into 197,109,067 QXO shares. As of [ ], 2026, the supporting stockholder beneficially owned 900,000 QXO convertible preferred shares, convertible into 197,109,067 QXO shares, representing approximately [ ]% of the total voting power of the outstanding shares of QXO voting stock.
The voting agreement will terminate upon the earliest to occur of (a) Forward Merger effective time, (b) the termination of the merger agreement in accordance with its terms, or (c) the time that the QXO stockholder approval has been obtained. For the avoidance of doubt, the voting agreement will not terminate upon a QXO adverse recommendation change or a QXO intervening event recommendation change, unless the merger agreement is terminated in accordance with its terms. A copy of the voting agreement is attached as Annex F to this joint proxy statement/prospectus.
Voting by Proxy
If you are a stockholder of record of QXO as of the close of business on the QXO record date, you may submit your proxy before the applicable stockholder meeting by (a) accessing the internet site listed on your proxy card, (b) calling the toll-free number listed on your proxy card, or (c) completing, signing and returning the enclosed proxy card by mail in the postage-paid envelope provided. If your shares are held in “street name” by a broker, bank or other nominee, please follow the voting instructions provided by your nominee.
Whether or not you expect to attend the QXO stockholder meeting, to ensure your representation at the applicable meeting, QXO urges you to submit a proxy to vote your shares as promptly as possible. Submitting a proxy will not prevent you from voting at the QXO stockholder meeting, but it will help to secure a quorum and avoid added solicitation costs.
When the accompanying proxy is returned properly executed, the QXO shares represented by it will be voted at the QXO stockholder meeting in accordance with the instructions contained in the proxy card. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card. If a proxy is returned without an indication as to how the QXO shares represented are to be voted with regard to a particular proposal, the QXO shares represented by the proxy will be voted in accordance with the recommendation of the QXO board and, therefore, “FOR” the QXO share issuance proposal, “FOR” the QXO charter amendment proposal and “FOR” the QXO adjournment proposal. If you submit a proxy but do not provide voting instructions, or if your instructions are unclear, the persons named as proxies will vote as recommended by the QXO board or, if no recommendation is given, in accordance with their judgment.
At the date hereof, the QXO board has no knowledge of any other business that will be presented for consideration at the QXO stockholder meeting and that would be required to be set forth in this joint proxy statement/prospectus or the related proxy card other than the matters set forth in QXO’s Notice of Special Meeting of Stockholders. If any other matter is properly presented at the QXO stockholder meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.
Your vote is important regardless of the number of shares you own. Accordingly, if you were a record holder of QXO shares on the QXO record date, please sign and return the enclosed proxy card or vote via the internet or telephone regardless of whether you plan to attend the QXO stockholder meeting virtually.
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Proxies submitted through the specified internet website or by telephone must be received by [ ], Eastern Time, on [ ], 2026, to ensure that the proxies are voted.
Shares Held in Street Name
If you hold QXO shares through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to QXO or by voting virtually at the QXO stockholder meeting unless you submit a “legal proxy,” which you must obtain from your broker, bank or other nominee. If the QXO shares you hold are in street name, you must register in advance to participate in the QXO stockholder meeting, to vote electronically and to submit questions during the live webcast of the meeting. To register, you must submit a “legal proxy” from the bank, broker or other nominee that holds your shares giving you the right to vote the shares.
Furthermore, brokers, banks or other nominees who hold QXO shares on behalf of their customers may not give a proxy to QXO to vote those shares without specific instructions from their customers. If you are a QXO stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on any of the QXO proposals.
Attendance at the QXO Stockholder Meeting and Voting Virtually
The QXO stockholder meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual stockholder meeting will be held on [ ], 2026, at [ ], Eastern Time. To attend the stockholder meeting, visit [ ] and enter the 16-digit control number on the proxy card or voting instruction form you received. QXO stockholders of record who wish to vote at the stockholder meeting should follow the instructions at [ ]. Online check-in will begin at [ ], Eastern Time. Please allow time for online check-in procedures.
The virtual stockholder meeting format uses technology designed to increase stockholder access, save QXO and QXO stockholders time and money, and provide QXO stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting. In addition to online attendance, we will provide QXO stockholders with an opportunity to hear all portions of the official meeting and vote online during the meeting.
The preliminary voting results of the QXO stockholder meeting will be announced at the QXO stockholder meeting. In addition, within four business days following the QXO stockholder meeting, QXO intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period, QXO will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four days of the date that the final results are certified.
Revocability of Proxies
QXO stockholders of record may revoke their proxies at any time before their QXO shares are voted at the QXO stockholder meeting in any of the following ways:
•
delivering written notice of revocation of the proxy to QXO’s corporate secretary at QXO’s executive offices at Five American Lane, Greenwich, Connecticut 06831, by no later than [ ], Eastern Time, on [ ], 2026;
•
delivering another proxy with a later date to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717, by no later than [ ], Eastern Time, on [ ], 2026 (in which case only the later-dated proxy is counted and the earlier proxy is revoked);
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•
submitting another proxy again via the internet or by telephone at a later date, by no later than [ ], Eastern Time, on [ ], 2026 (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or
•
attending the QXO stockholder meeting virtually and voting your shares during the meeting; attendance at the QXO stockholder meeting will not, in and of itself, revoke a valid proxy that was previously delivered unless you give written notice of revocation to the QXO corporate secretary before the proxy is exercised or unless you vote your shares virtually during the QXO stockholder meeting.
If you are a QXO stockholder with QXO shares held in “street name” through a broker, bank or other nominee and you deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instruction if the record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares.
Solicitation of Proxies
QXO will pay all costs of soliciting proxies related to the QXO stockholder meeting. QXO has retained Innisfree M&A Incorporated to assist in the solicitation of proxies for total fees of approximately $60,000. The solicitation may be made personally or by mail, facsimile, telephone, messenger, electronic mail or via the internet. In addition, QXO’s officers, directors and employees may solicit proxies in person, by telephone, or by other means of communication. Such directors, officers and employees will not be compensated for soliciting the proxies but may be reimbursed for reasonable out-of-pocket expenses incurred in connection with such solicitation. QXO may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of QXO shares for their reasonable out-of-pocket expenses in forwarding solicitation material to such beneficial owners.
Other Matters
At this time, QXO knows of no other matters to be submitted at the QXO stockholder meeting.
Adjournments
The chair of the QXO stockholder meeting may adjourn the meeting from time to time, whether or not there is a quorum and for any reason.
If a quorum is present at the QXO stockholder meeting but there are not sufficient votes at the time of the QXO stockholder meeting to approve the QXO share issuance proposal and the QXO charter amendment proposal, then QXO stockholders may be asked to vote on the QXO adjournment proposal.
If the adjournment is for more than 30 days, or if after the adjournment a new record date for determining the stockholders entitled to vote is fixed for the adjourned meeting, QXO will give notice of the adjourned meeting to each QXO stockholder of record entitled to vote at the adjourned meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.
At any subsequent reconvening of the QXO stockholder meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the QXO stockholder meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.
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Questions and Additional Information
QXO stockholders may contact QXO’s proxy solicitor with any questions about the QXO proposals or how to vote or to request additional copies of any materials at:
Innisfree M&A Incorporated
500 Fifth Avenue, 21st Floor
New York, NY 10110
Banks and Brokerage Firms Call: (212) 750-5833
Stockholders Call Toll Free: (877) 750-8129
500 Fifth Avenue, 21st Floor
New York, NY 10110
Banks and Brokerage Firms Call: (212) 750-5833
Stockholders Call Toll Free: (877) 750-8129
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QXO PROPOSALS
The QXO Share Issuance Proposal
This joint proxy statement/prospectus is being furnished to you as a stockholder of QXO as part of the solicitation of proxies by the QXO board for use at the QXO stockholder meeting to consider and vote upon a proposal to approve the issuance of QXO shares in the Titanium Merger pursuant to the terms of the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.
Under NYSE Listing Rule 312.03(c), stockholder approval is required prior to the issuance of common stock, or securities convertible into or exercisable for common stock, in connection with the acquisition of the stock or assets of another company if the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the outstanding voting power or the number of shares of common stock outstanding before the issuance of such common stock.
Pursuant to the merger agreement, at the Titanium Merger effective time, each TopBuild share issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) as of immediately prior to the Titanium Merger effective time will be converted into the right to receive, at the election of the holder and subject to proration as described in the merger agreement, per share merger consideration consisting of (a) cash consideration of $505.00 per TopBuild share, without interest, or (b) stock consideration of 20.200 QXO shares per TopBuild share. “No election shares” will be treated as having elected to receive the stock consideration. In addition, outstanding equity awards of TopBuild will be converted into QXO shares, converted into the right to receive the per share merger consideration or converted into awards with respect to QXO shares in accordance with the merger agreement. Accordingly, if the mergers are completed, QXO will issue a significant number of QXO shares to TopBuild stockholders and in connection with the treatment of TopBuild equity awards, which will exceed 20% of the QXO shares outstanding before such issuance. For this reason, under NYSE Listing Rule 312.03(c), QXO must obtain the approval of the QXO stockholders for such issuance.
Approval of the QXO share issuance proposal is a condition to the closing of the mergers. The mergers cannot be completed without the approval of the QXO share issuance proposal.
Approval of the QXO share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting, in accordance with the rules and regulations of the NYSE and QXO’s organizational documents.
Abstentions will not be counted as votes cast and will have no effect on the outcome of the vote on the QXO share issuance proposal (assuming a quorum is present).
In the event the QXO share issuance proposal is approved by the QXO stockholders, but the merger agreement is terminated (without the mergers being completed) prior to the issuance of QXO shares in the Titanium Merger, QXO will not issue any QXO shares as a result of the approval of the QXO share issuance proposal.
IF YOU ARE A QXO STOCKHOLDER, THE QXO BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE QXO SHARE ISSUANCE PROPOSAL.
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The QXO Charter Amendment Proposal
This joint proxy statement/prospectus is being furnished to you as a stockholder of QXO as part of the solicitation of proxies by the QXO board for use at the QXO stockholder meeting to consider and vote upon a proposal to adopt an amendment of the QXO certificate of incorporation to increase the number of authorized QXO shares from 2,000,000,000 to 4,000,000,000, in the form attached to this accompanying joint proxy statement/prospectus as Annex E. If adopted by the QXO stockholders, the amendment would become effective upon filing of an appropriate certificate of amendment with the Secretary of State of the State of Delaware. The proposed amendment would replace Section 1 of Article 4 of the QXO certificate of incorporation with the following language:
“Authorized Stock. The total number of authorized shares of capital stock of the Corporation shall be 4,010,000,000 shares, consisting of (i) 4,000,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). For the avoidance of doubt, this Section 1 gives effect to, and will not be affected by, the reverse stock split contemplated by Section 4 of this ARTICLE 4.”
Approval of the QXO charter amendment proposal requires the affirmative vote of a majority of the votes cast by holders of shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting. Abstentions will not be counted as votes cast and will have no effect on the outcome of the vote on the QXO charter amendment proposal (assuming a quorum is present).
The QXO board believes that the increased number of authorized QXO shares contemplated by the QXO charter amendment proposal is important to the combined company in order for additional shares to be available for issuance from time to time, without further action or authorization by the QXO stockholders (except as required by applicable law or NYSE rules), for such corporate purposes as may be determined by the QXO board, including, but not limited to, financings, potential strategic transactions, including mergers, acquisitions and business combinations, grants under equity compensation plans, stock dividends, and stock splits, as well as other general corporate purposes. The additional shares authorized would be a part of the existing class of QXO shares and, if issued, would have the same rights and privileges as the QXO shares presently issued and outstanding.
Other than the issuance of shares pursuant to the mergers and issuances of shares available for grant under QXO’s equity incentive plans, QXO has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of the additional QXO shares that will result from QXO’s adoption of the proposed amendment. While adoption of the proposed amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of QXO’s existing stockholders, any future issuance of additional authorized QXO shares may, among other things, dilute the earnings per QXO share and the equity and voting rights of those holding QXO shares at the time the additional shares are issued.
In addition to the corporate purposes mentioned above, an increase in the number of authorized QXO shares may make it more difficult to, or discourage an attempt to, obtain control of QXO by means of a takeover bid that the QXO board determines is not in the best interest of QXO and its stockholders. However, the QXO board does not intend or view the proposed increase in the number of authorized QXO shares as an anti-takeover measure and is not aware of any attempt or plan to obtain control of QXO.
Approval of the QXO charter amendment proposal is not a condition to the closing of the mergers.
IF YOU ARE A QXO STOCKHOLDER, THE QXO BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE QXO CHARTER AMENDMENT PROPOSAL.
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The QXO Adjournment Proposal
QXO stockholders are being asked to consider and vote on a proposal to adjourn the QXO stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the QXO share issuance proposal at the time of the QXO stockholder meeting.
If the QXO stockholder meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the time that the proxies are voted. If you return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the QXO share issuance proposal or the QXO charter amendment proposal but do not indicate a choice on the QXO adjournment proposal, your shares will be voted in favor of the QXO adjournment proposal.
Approval of the QXO adjournment proposal requires the affirmative vote of a majority of the shares of QXO voting stock present in person or represented by proxy at the QXO stockholder meeting and entitled to vote on such proposal. Abstentions will have the same effect as a vote “AGAINST” the QXO adjournment proposal.
Approval of the QXO adjournment proposal is not a condition to the closing of the mergers.
IF YOU ARE A QXO STOCKHOLDER, THE QXO BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE QXO ADJOURNMENT PROPOSAL.
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TOPBUILD STOCKHOLDER MEETING
General
This joint proxy statement/prospectus is being provided to TopBuild stockholders as part of a solicitation of proxies by the TopBuild board for use at the TopBuild stockholder meeting. This joint proxy statement/prospectus provides TopBuild stockholders with important information about the TopBuild stockholder meeting and should be read carefully in its entirety.
Date, Time and Place
The TopBuild stockholder meeting will be held virtually at www.virtualshareholdermeeting.com/BLD2026SM on [ ], 2026, at [ ], Eastern Time. The meeting is expected to be conducted virtually. Instructions for accessing the virtual meetings will be included on your proxy card.
Purpose of the TopBuild Stockholder Meeting
The TopBuild stockholder meeting is being held to consider and vote on:
1. a proposal to adopt the merger agreement;
2. a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to TopBuild’s named executive officers in connection with the mergers; and
3. a proposal to approve the adjournment of the TopBuild stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement.
The closing of the mergers is conditioned on approval by TopBuild stockholders of the TopBuild merger proposal. The closing of the mergers is not conditioned on approval of the TopBuild compensation proposal or the TopBuild adjournment proposal.
Recommendation of the TopBuild Board
The TopBuild board unanimously recommends that TopBuild stockholders vote “FOR” the TopBuild merger proposal, “FOR” the TopBuild compensation proposal and “FOR” the TopBuild adjournment proposal. For additional information regarding how the TopBuild board recommends that TopBuild stockholders vote, see the section titled “The Mergers — Recommendation of the TopBuild Board and Reasons for the Mergers.”
This joint proxy statement/prospectus contains important information regarding the TopBuild merger proposal, the TopBuild compensation proposal, the TopBuild adjournment proposal and factors that TopBuild stockholders should consider when deciding how to cast their votes. TopBuild stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this joint proxy statement/prospectus, for more detailed information regarding the merger agreement, including the mergers and other transactions contemplated by the merger agreement, and the proposals described above.
Record Date and Outstanding Shares
The TopBuild board has fixed the close of business on [ ], 2026 as the record date for the TopBuild stockholder meeting. The TopBuild stockholders of record on the TopBuild record date are the only TopBuild stockholders that are entitled to receive notice of, and to vote at, the TopBuild stockholder meeting.
Each TopBuild share is entitled to one vote on each matter properly brought before the TopBuild stockholder meeting. As of the TopBuild record date, there were [ ] TopBuild shares issued and outstanding, with each TopBuild share entitled to one vote on each matter to come before the TopBuild stockholder meeting.
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A list of the TopBuild stockholders of record who are entitled to vote at the TopBuild stockholder meeting will be available for inspection at TopBuild’s executive offices at 475 North Williamson Boulevard, Daytona Beach, Florida 32114, during ordinary business hours, for a period of no less than 10 days before the TopBuild stockholder meeting. The stockholder list will also be available for examination by TopBuild stockholders during the TopBuild stockholder meeting on a reasonably accessible electronic network.
Quorum
No business may be transacted at the TopBuild stockholder meeting unless a quorum is present. A quorum will exist if TopBuild stockholders holding a majority of the total voting power of all outstanding securities of TopBuild generally entitled to vote at a meeting of stockholders are present in person or by proxy. Virtual attendance at the TopBuild stockholder meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the stockholder meeting.
TopBuild shares held by TopBuild as treasury shares are not entitled to vote and do not count toward a quorum. Abstentions will be included in determining whether a quorum is present at the TopBuild stockholder meeting. TopBuild does not expect any broker non-votes at the TopBuild stockholder meeting because all proposals at the TopBuild stockholder meeting are expected to be “non-routine” matters under applicable stock exchange rules, and your broker, bank or other nominee will not be able to vote your shares without your instructions. Accordingly, if you hold your shares in “street name” and do not return your broker’s, bank’s or other nominee’s voting form, do not provide voting instructions via the internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the TopBuild stockholder meeting and vote virtually with a “legal proxy” from your broker, bank or other nominee, your shares will not be considered present for purposes of determining whether a quorum is present at the TopBuild stockholder meeting.
Required Vote
The required votes to approve the TopBuild proposals are as follows:
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TopBuild merger proposal. Approval of the TopBuild merger proposal requires the affirmative vote of the holders of a majority of the outstanding TopBuild shares entitled to vote thereon. The approval of the TopBuild merger proposal is a condition to the closing of the mergers.
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TopBuild compensation proposal. Approval of the TopBuild compensation proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. The vote on the TopBuild compensation proposal is advisory only and will not be binding on QXO, TopBuild or their respective boards of directors. The approval of the TopBuild compensation proposal is not a condition to the closing of the mergers.
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TopBuild adjournment proposal. Assuming a quorum is present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. If a quorum is not present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the TopBuild shares present in person or represented by proxy at the TopBuild stockholder meeting. The approval of the TopBuild adjournment proposal is not a condition to the closing of the mergers.
Abstentions
TopBuild merger proposal (majority of outstanding shares entitled to vote): Because this proposal requires the affirmative vote of a majority of the outstanding TopBuild shares entitled to vote thereon, a failure to vote and abstention will each have the same effect as a vote “AGAINST” the TopBuild merger proposal.
TopBuild compensation proposal (majority of votes cast): A failure to vote will have no effect on the outcome (assuming a quorum is present). Abstentions will not be counted as votes cast and will also have no effect on the outcome of the vote on the TopBuild compensation proposal (assuming a quorum is present).
TopBuild adjournment proposal (assuming a quorum is present, majority of votes cast; if a quorum is not present, majority of shares present): A failure to vote will have no effect on the outcome (regardless of
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whether a quorum is present). If a quorum is present, abstentions will not be counted as votes cast and will have no effect on the outcome of the vote on the TopBuild adjournment proposal. If a quorum is not present, abstentions will have the same effect as a vote “AGAINST” the TopBuild adjournment proposal.
Voting by TopBuild’s Directors and Executive Officers
On the TopBuild record date, TopBuild directors and executive officers, and their affiliates, as a group, beneficially owned and were entitled to vote [ ] TopBuild shares, or approximately [ ]% of the issued and outstanding TopBuild shares. Although none of them has entered into any agreement obligating them to do so in their capacity as a director or executive officer of TopBuild, TopBuild currently expects that all of its directors and executive officers will vote their shares “FOR” the TopBuild merger proposal, “FOR” the TopBuild compensation proposal and “FOR” the TopBuild adjournment proposal.
Voting by Proxy
If you are a stockholder of record of TopBuild as of the close of business on the TopBuild record date, you may submit your proxy before the TopBuild stockholder meeting by (a) accessing the internet site listed on your proxy card, (b) calling the toll-free number listed on your proxy card, or (c) completing, signing and returning the enclosed proxy card by mail in the postage-paid envelope provided. If your shares are held in “street name” by a broker, bank or other nominee, please follow the voting instructions provided by your nominee.
Whether or not you expect to attend the TopBuild stockholder meeting, to ensure your representation at the applicable meeting, TopBuild urges you to submit a proxy to vote your shares as promptly as possible. Submitting a proxy will not prevent you from voting at the TopBuild stockholder meeting, but it will help to secure a quorum and avoid added solicitation costs.
When the accompanying proxy is returned properly executed, the TopBuild shares represented by it will be voted at the TopBuild stockholder meeting in accordance with the instructions contained in the proxy card. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card. If a proxy is returned without an indication as to how the TopBuild shares represented are to be voted with regard to a particular proposal, the TopBuild shares represented by the proxy will be voted in accordance with the recommendation of the TopBuild board and, therefore, “FOR” the TopBuild merger proposal, “FOR” the TopBuild compensation proposal and “FOR” the TopBuild adjournment proposal. If you submit a proxy but do not provide voting instructions, or if your instructions are unclear, the persons named as proxies will vote as recommended by the TopBuild board or, if no recommendation is given, in accordance with their judgment.
At the date hereof, the TopBuild board has no knowledge of any other business that will be presented for consideration at the TopBuild stockholder meeting and that would be required to be set forth in this joint proxy statement/prospectus or the related proxy card other than the matters set forth in TopBuild’s Notice of Special Meeting of Stockholders. If any other matter is properly presented at the TopBuild stockholder meeting for consideration, it is intended that the persons named in the accompanying form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.
Your vote is important regardless of the number of shares you own. Accordingly, if you were a record holder of TopBuild shares on the TopBuild record date, please sign and return the enclosed proxy card or vote via the internet or telephone regardless of whether you plan to attend the TopBuild stockholder meeting virtually. Proxies submitted through the specified internet website or by phone must be received by [ ], Eastern Time, on [ ], 2026, to ensure that the proxies are voted.
Shares Held in Street Name
If you hold TopBuild shares through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy
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card directly to TopBuild or by voting virtually at the TopBuild stockholder meeting unless you have a “legal proxy,” which you must obtain from your broker, bank or other nominee. If the TopBuild shares you hold are in street name, you must register in advance to participate in the TopBuild stockholder meeting, to vote electronically and to submit questions during the live webcast of the meeting. To register, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares.
Furthermore, brokers, banks or other nominees who hold TopBuild shares on behalf of their customers may not give a proxy to TopBuild to vote those shares without specific instructions from their customers. If you are a TopBuild stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on any of the TopBuild proposals.
Attendance at the TopBuild Stockholder Meeting and Voting Virtually
The TopBuild stockholder meeting will be a completely virtual meeting. There will be no physical meeting location and the meeting will only be conducted via live webcast. The virtual stockholder meeting will be held on [ ], 2026, at [ ], Eastern Time. To attend the stockholder meeting, visit [ ] and enter the control number on the proxy card or voting instruction form you received. TopBuild stockholders of record who wish to vote at the stockholder meeting should follow the instructions at [ ]. Online check-in will begin at [ ], Eastern Time. Please allow time for online check-in procedures.
The virtual stockholder meeting format uses technology designed to increase stockholder access, save TopBuild and TopBuild stockholders time and money, and provide TopBuild stockholders rights and opportunities to participate in the meeting similar to what they would have at an in-person meeting. In addition to online attendance, we will provide TopBuild stockholders with an opportunity to hear all portions of the official meeting and vote online during the meeting.
The preliminary voting results of the TopBuild stockholder meeting will be announced at the TopBuild stockholder meeting. In addition, within four business days following the TopBuild stockholder meeting, TopBuild intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period, TopBuild will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within one business day of the date that the final results are certified.
Revocability of Proxies
TopBuild stockholders of record may revoke their proxies at any time before their TopBuild shares are voted at the TopBuild stockholder meeting in any of the following ways:
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delivering written notice of revocation of the proxy to TopBuild’s corporate secretary at TopBuild’s executive offices at 475 North Williamson Boulevard, Daytona Beach, Florida 32114, by no later than [ ], Eastern Time, on [ ], 2026;
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delivering another proxy with a later date to TopBuild’s corporate secretary at TopBuild’s executive offices at 475 North Williamson Boulevard, Daytona Beach, Florida 32114, by no later than [ ], Eastern Time, on [ ], 2026 (in which case only the later-dated proxy is counted and the earlier proxy is revoked);
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submitting another proxy again via the internet or by telephone at a later date, by no later than [ ], Eastern Time, on [ ], 2026 (in which case only the later-dated proxy is counted and the earlier proxy is revoked); or
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attending the TopBuild stockholder meeting virtually and voting your shares during the meeting; attendance at the TopBuild stockholder meeting will not, in and of itself, revoke a valid proxy that was previously delivered unless you give written notice of revocation to the TopBuild corporate secretary before the proxy is exercised or unless you vote your shares virtually during the TopBuild stockholder meeting.
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If you are a TopBuild stockholder with TopBuild shares held in “street name” through a broker, bank or other nominee and you deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instruction if the record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a “legal proxy” giving you the right to vote the shares.
Solicitation of Proxies
TopBuild will pay all costs of soliciting proxies related to the TopBuild stockholder meeting. TopBuild has retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for total fees of up to $35,000, plus reimbursement of reasonable out-of-pocket expenses. The solicitation may be made personally or by mail, facsimile, telephone, messenger, electronic mail or via the internet. In addition, TopBuild’s officers, directors and employees may solicit proxies in person, by telephone, or by other electronic means of communication. Such directors, officers and employees will not be compensated for soliciting the proxies but may be reimbursed for reasonable out-of-pocket expenses incurred in connection with such solicitation. TopBuild may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of TopBuild shares for their reasonable out-of-pocket expenses in forwarding solicitation material to such beneficial owners.
Other Matters
At this time, TopBuild knows of no other matters to be submitted at the TopBuild stockholder meeting.
Adjournments
The TopBuild board or the chairman of the TopBuild stockholder meeting may adjourn the meeting to another time or place, if any, whether or not a quorum is present. Additionally, if a quorum is not present, holders of a majority of the TopBuild shares present in person or represented by proxy at the TopBuild stockholder meeting may adjourn the meeting, without notice other than announcement at the meeting, until a quorum is present or represented.
If a quorum is present at the TopBuild stockholder meeting but there are not sufficient votes at the time of the TopBuild stockholder meeting to approve the TopBuild merger proposal, then TopBuild stockholders may be asked to vote on the TopBuild adjournment proposal.
If the adjournment is for more than 30 days, TopBuild will give notice of the adjourned meeting to each TopBuild stockholder of record entitled to vote at the TopBuild stockholder meeting. If, after the adjournment, a new record date for determination of stockholders entitled to vote is fixed for the adjourned TopBuild stockholder meeting, the TopBuild board will fix as the record date for determining TopBuild stockholders entitled to notice of such adjourned TopBuild stockholder meeting the same or an earlier date as that fixed for determination of TopBuild stockholders entitled to vote at the adjourned TopBuild stockholder meeting, and will give notice of the adjourned TopBuild stockholder meeting to each TopBuild stockholder of record entitled to vote at such adjourned TopBuild stockholder meeting as of the record date so fixed for notice of such adjourned TopBuild stockholder meeting.
At any subsequent reconvening of the TopBuild stockholder meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the TopBuild stockholder meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.
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Questions and Additional Information
TopBuild stockholders may contact TopBuild’s proxy solicitor with any questions about the TopBuild proposals or how to vote or to request additional copies of any materials at:
MacKenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001
Banks and Brokerage Firms Call: (212) 929-5500
Stockholders Call Toll Free: (800) 322-2885
Email: proxy@mackenziepartners.com
7 Penn Plaza
New York, New York 10001
Banks and Brokerage Firms Call: (212) 929-5500
Stockholders Call Toll Free: (800) 322-2885
Email: proxy@mackenziepartners.com
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TOPBUILD PROPOSALS
The TopBuild Merger Proposal
This joint proxy statement/prospectus is being furnished to you as a stockholder of TopBuild as part of the solicitation of proxies by the TopBuild board for use at the TopBuild stockholder meeting to consider and vote upon a proposal to adopt the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.
The TopBuild board, after due and careful discussion and consideration, unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the mergers, and determined that the terms of the merger agreement and the transactions contemplated thereby, including the mergers, are in the best interests of TopBuild’s stockholders. The TopBuild board accordingly unanimously recommends that TopBuild stockholders adopt the merger agreement, as disclosed in this joint proxy statement/prospectus, particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus titled “The Mergers” and “The Merger Agreement” and as attached as Annex A to this joint proxy statement/prospectus.
As more fully described under “The Merger Agreement,” at the effective time, Titanium Merger Sub will merge with and into TopBuild, with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO. Each TopBuild share issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) as of immediately prior to the Titanium Merger effective time will be converted into the right to receive, at the election of the holder, (a) cash consideration of $505.00 per TopBuild share, without interest, or (b) stock consideration of 20.200 QXO shares per TopBuild share. The cash election and stock election are subject to proration as described in the merger agreement. “No election shares” will be treated as having elected to receive the stock consideration.
Adoption of the merger agreement by the holders of a majority of the outstanding TopBuild shares entitled to vote thereon is required under Section 251 of the DGCL and is a condition to the completion of the mergers. The mergers cannot be completed without the adoption of the merger agreement by TopBuild stockholders.
Approval of the TopBuild merger proposal requires the affirmative vote of the holders of a majority of the outstanding TopBuild shares entitled to vote thereon. Because this vote standard is based on the total number of outstanding shares, a failure to vote and an abstention will each have the same effect as a vote “AGAINST” the TopBuild merger proposal.
In the event the TopBuild merger proposal is approved by the TopBuild stockholders, but the merger agreement is terminated (without the mergers being completed) prior to the Titanium Merger effective time, the mergers will not be consummated.
THE TOPBUILD BOARD UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THE TOPBUILD MERGER PROPOSAL.
“FOR” THE TOPBUILD MERGER PROPOSAL.
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The TopBuild Compensation Proposal
Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, TopBuild is required to submit to a non-binding advisory stockholder vote certain compensation that may be paid or become payable to TopBuild’s named executive officers that is based on or otherwise relates to the mergers as disclosed in “The Mergers — Interests of TopBuild’s Directors and Executive Officers in the Mergers — Quantification of Payments and Benefits to TopBuild’s Named Executive Officers” on page [ ].
The TopBuild compensation proposal gives TopBuild stockholders the opportunity to express their views on the merger-related compensation of TopBuild’s named executive officers. Accordingly, TopBuild is asking TopBuild stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:
“RESOLVED, that TopBuild stockholders APPROVE, on a non-binding advisory basis, the compensation that may be paid or become payable to TopBuild’s named executive officers that is based on or otherwise relates to the mergers, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Mergers — Interests of TopBuild Directors and Executive Officers in the Mergers — Quantification of Payments and Benefits to TopBuild’s Named Executive Officers” of the joint proxy statement/prospectus (which disclosure includes the compensation table and related narrative named executive officer compensation disclosures required pursuant to Item 402(t) of Regulation S-K).”
The vote on the TopBuild compensation proposal is a vote separate and apart from the vote to approve the TopBuild merger proposal. Accordingly, TopBuild stockholders of record may vote for the approval of the TopBuild merger proposal and against the approval of the TopBuild compensation proposal, and vice versa.
The vote on the TopBuild compensation proposal is advisory only and will not be binding on QXO, TopBuild or their respective boards of directors. The approval of the TopBuild compensation proposal is not a condition to the closing of the mergers. As a result, if the mergers are completed, the merger-related compensation may be paid or become payable to TopBuild’s named executive officers in accordance with the terms of the compensation agreements and arrangements regardless of the outcome of this advisory vote.
Approval of the TopBuild compensation proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. Abstentions will have no effect on the outcome of the vote on the TopBuild compensation proposal (assuming a quorum is present).
THE TOPBUILD BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE TOPBUILD COMPENSATION PROPOSAL.
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The TopBuild Adjournment Proposal
TopBuild stockholders are being asked to consider and vote on a proposal to adjourn the TopBuild stockholder meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the TopBuild stockholder meeting.
If the TopBuild stockholder meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the time that the proxies are voted. If you return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the TopBuild merger proposal but do not indicate a choice on the TopBuild adjournment proposal, your shares will be voted in favor of the TopBuild adjournment proposal.
Assuming a quorum is present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast at the TopBuild stockholder meeting. Abstentions will have no effect on the outcome of the vote on the TopBuild adjournment proposal (assuming a quorum is present). If a quorum is not present, approval of the TopBuild adjournment proposal requires the affirmative vote of the holders of a majority of the TopBuild shares present in person or represented by proxy at the TopBuild stockholder meeting. If a quorum is not present, abstentions will have the same effect as a vote “AGAINST” the TopBuild adjournment proposal.
Approval of the TopBuild adjournment proposal is not a condition to the closing of the mergers.
THE TOPBUILD BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE TOPBUILD ADJOURNMENT PROPOSAL.
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THE MERGERS
This section of the joint proxy statement/prospectus describes the material aspects of the proposed mergers. This section may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A, for a more complete understanding of the proposed mergers and the transactions related thereto. In addition, important business and financial information about each of QXO and TopBuild is included in or incorporated by reference into this joint proxy statement/prospectus. Please see “Where You Can Find More Information.”
Background of the Mergers
TopBuild regularly reviews its performance and prospects in light of its business and developments in the building products distribution industry, and in the ordinary course evaluates and considers its financial and strategic objectives and opportunities to enhance shareholder value.
Ihsan Essaid, QXO’s Chief Financial Officer, contacted Robert Buck, TopBuild’s Chief Executive Officer, for an introductory meeting and the two met in person on May 13, 2025. The conversation was general in nature, focusing on the building products distribution industry and providing an opportunity for Messrs. Essaid and Buck to become acquainted with each other and their respective businesses. They had additional telephone calls during the remainder of May 2025. These conversations did not involve any discussion of a potential transaction.
On June 10, 2025, Mr. Essaid contacted Mr. Buck to arrange an introductory meeting for him with Brad Jacobs, QXO’s Chairman and CEO.
In connection with this outreach from QXO and in light of QXO’s historical approaches to acquisition targets, in June 2025, TopBuild engaged both Goldman Sachs and RBCCM to advise as co-financial advisors to TopBuild. Formal engagement letters were subsequently negotiated and entered into with both Goldman Sachs and RBCCM.
On July 2, 2025, Messrs. Jacobs, Essaid and Buck and Robert Kuhns, TopBuild’s Vice President and CFO, met in person. They discussed the building products distribution industry generally and current market conditions, Mr. Jacobs’ experience at prior companies and QXO’s strategy in the building products industry. During the meeting, Mr. Jacobs indicated that he had not conducted extensive research on TopBuild but expressed interest in learning more, and that QXO might be interested in exploring a potential opportunity, although no specific transaction or terms were discussed.
Messrs. Buck, Kuhns and Essaid had a follow-up meeting on July 18, 2025, in which Mr. Essaid indicated QXO’s interest in pursuing a potential acquisition of TopBuild and presented a preliminary, non-binding proposal (the “July 18 Proposal”) to TopBuild for an all-stock transaction valuing TopBuild at $390 per share.
The TopBuild board reviewed the July 18 Proposal at a regularly scheduled meeting on July 28-29, 2025. In addition to senior management (which as used in this discussion includes TopBuild’s chief executive, financial and legal officers), representatives of Goldman Sachs, RBCCM and Jones Day, counsel to TopBuild, attended the meeting. Senior management reviewed TopBuild’s five-year projections and standalone business prospects, a Jones Day representative discussed the directors’ fiduciary duties in the context of the July 18 Proposal and other legal matters and the Goldman Sachs and RBCCM representatives reviewed their preliminary financial information relating to TopBuild, QXO and the July 18 Proposal. At the conclusion of the meeting, the TopBuild board determined that the July 18 Proposal was inadequate and instructed Mr. Buck to inform QXO’s representatives that TopBuild would not engage further based on the July 18 Proposal. Mr. Buck subsequently informed Mr. Essaid of the TopBuild board’s determination on August 8, 2025.
Following Mr. Buck’s August 8, 2025 communication to QXO, there was no further substantive contact between the parties for several months.
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In early January 2026, Mr. Essaid contacted Mr. Buck requesting a meeting.
Messrs. Buck and Essaid met in person on January 9, 2026 (the “January 9 Meeting”). Mr. Essaid proposed to re-engage in dialogue regarding a potential transaction between QXO and TopBuild and noted that, since July 2025, TopBuild’s share price had increased significantly, reflecting the successful integration of Progressive Roofing, the completion of the Specialty Products and Insulation acquisition, and strong earnings. Mr. Buck indicated that the TopBuild board had not authorized him to engage in such discussions but that he believed that the TopBuild board would consider any proposal in good faith.
Messrs. Essaid and Buck spoke on January 22 and 23, 2026 about the possibility of QXO submitting a revised proposal for TopBuild. Following a January 23, 2026 call in which Mr. Essaid informed Mr. Buck that QXO would be sending TopBuild a revised non-binding written proposal, QXO submitted a revised non-binding, written proposal (the “January 23 Proposal”) with a headline purchase price of $500 per share, composed of $175 per share in cash and $325 per share in QXO shares.
The TopBuild board met to discuss the January 23 Proposal on January 27, 2026. In addition to senior management, representatives of Goldman Sachs, RBCCM and Jones Day participated in the meeting. Following a review by Jones Day of legal matters, senior management reviewed discussions conducted to date with QXO representatives. Goldman Sachs and RBCCM representatives then reviewed financial terms of the January 23 Proposal and reviewed their preliminary financial information relating to TopBuild, QXO and the January 23 Proposal. The TopBuild board instructed management to communicate to QXO that the TopBuild board viewed the price contained in the January 23 Proposal as inadequate and that for discussions to proceed, the TopBuild board’s suggestion was to increase the proportion of cash consideration.
Shortly after the meeting, Mr. Buck communicated the TopBuild board’s view to Mr. Essaid.
QXO submitted a further revised non-binding written proposal on January 29, 2026 (the “January 29 Proposal”), which increased the nominal price to $505 per TopBuild share from $500 per share in the January 23 Proposal and increased the amount of cash consideration from $175 per share to $192 per share.
The TopBuild board met in respect of the January 29 Proposal on February 2, 2026. In addition to senior management, representatives of Goldman Sachs, RBCCM and Jones Day participated in the meeting. The Goldman Sachs and RBCCM representatives reviewed financial terms of the January 29 Proposal and reviewed their preliminary financial information relating to TopBuild, QXO and the January 29 Proposal. The TopBuild board then discussed on a preliminary basis potential valuation frameworks that the TopBuild board could consider if discussions of the January 29 Proposal were to proceed and determined that senior management should inform QXO that the TopBuild board continued to view the January 29 Proposal as inadequate due to insufficient cash component of the purchase price but that management and TopBuild’s advisors had been authorized to provide and receive confidential information and engage in discussions to determine whether terms could be developed that would constitute an acceptable basis for a business combination transaction.
In connection with the discussions authorized by the TopBuild board at its February 2, 2026 meeting, Messrs. Buck and Essaid spoke several times between February 2, 2026 and February 4, 2026. Mr. Buck communicated the TopBuild board’s view that the January 29 Proposal was inadequate and that the cash component of the purchase price should be increased. Mr. Buck further communicated the TopBuild board’s willingness to exchange confidential information with QXO at an in-person meeting between management teams as a means of potentially bridging the gaps on valuation and cash consideration. On February 5, 2026, Mr. Essaid indicated to Mr. Buck that QXO would be willing to increase the cash component of the January 29 Proposal to $227.25 per share, or 45% of the total consideration of $505 per share.
The TopBuild board met on February 6, 2026 to review discussions with QXO over the prior several days and determine the actions, if any, to take in respect of the willingness of QXO to increase the cash component of the January 29 Proposal. In addition to senior management, representatives of Goldman Sachs, RBCCM and Jones Day participated in the meeting. Senior management reviewed the discussions conducted with QXO representatives since the TopBuild board’s February 2, 2026 meeting. Representatives of the financial advisors discussed financial terms of the January 29 Proposal as modified to increase the cash component and reviewed their preliminary financial information relating to TopBuild, QXO and the modified January 29 Proposal. Based in part on input from the advisors, it was the consensus of the TopBuild
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board that better understanding of the specific terms of the January 29 Proposal and QXO’s willingness to increase the cash component could assist the TopBuild board in determining the action to take and that providing confidential information regarding TopBuild and its prospects might permit QXO to improve its proposal, recognizing that Mr. Essaid had recently indicated otherwise in response to inquiries from senior management. Accordingly, the TopBuild board directed senior management and the advisors to seek to engage with QXO for this purpose.
Later on February 6, 2026, Jones Day delivered an initial draft of a confidentiality agreement to Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), counsel to QXO. The parties and their respective outside counsel negotiated, and the parties executed, a mutual confidentiality agreement on February 9, 2026, which did not include a ‘standstill’ or similar restriction limiting the ability of either party to make a proposal regarding a potential transaction.
On February 11, 2026, QXO announced the acquisition of Kodiak Building Partners for approximately $2.25 billion.
Later on February 11, 2026, Messrs. Buck, Kuhns, Essaid and Matt Fassler, QXO’s Chief Strategy Officer, held a meeting (the “February 11 Meeting”). Messrs. Essaid and Fassler provided a presentation of QXO’s business and future plans for TopBuild should a transaction be consummated, as well as provided an illustration of the proposed acquisition of TopBuild for $505 per share, composed of $227.25 in cash per share and $277.75 per share in QXO common stock. Messrs. Buck and Kuhns responded to questions from Messrs. Essaid and Fassler about TopBuild’s business and its prospects.
Also on February 11, 2026, Paul, Weiss delivered to Jones Day an initial draft of the merger agreement (the “February 11 Draft Merger Agreement”) and a list of key legal terms of the draft merger agreement on which the January 29 Proposal was conditioned (the “Key Legal Terms”). The Key Legal Terms included, among other things: (i) customary reciprocal non-solicit obligations with respect to alternative proposals; (ii) reciprocal “force the vote” provisions requiring that, in the case of TopBuild, TopBuild submit the adoption of the merger agreement or, in the case of QXO, QXO submit the QXO share issuance proposal, to its stockholders notwithstanding any change in recommendation by the TopBuild board or the QXO board, as applicable; and (iii) a reciprocal termination fee equal to 5.0% of each party’s implied equity value in the transaction. The February 11 Draft Merger Agreement also included, among other things: (i) the rollover of TopBuild equity awards into corresponding equity awards of QXO and (ii) a requirement that each party use reasonable best efforts to obtain required regulatory approvals, with no reverse termination fee payable by QXO in the event of a failure to obtain such approvals.
On February 19, 2026, Mr. Buck spoke to Mr. Essaid and informed him that he had briefed the TopBuild board and that, while the February 11 Meeting was productive, TopBuild was not prepared to proceed at that time.
On February 26, 2026, TopBuild reported its fourth quarter earnings.
On February 27, 2026, Messrs. Essaid and Buck spoke by telephone with Mr. Essaid indicating a continued interest on QXO’s part in pursuing the combination on the previously discussed terms. Mr. Buck asked if QXO would consider raising its price or the cash component of the consideration. Mr. Essaid said QXO was prepared to transact at the previously discussed terms and would be willing to submit a letter for the TopBuild board’s consideration to that effect. Later that day, QXO submitted a revised non-binding, written proposal (the “February 27 Proposal”) to acquire TopBuild for $505 per share, composed of $227.25 in cash per share and 10.703 QXO shares for each TopBuild share, based on QXO’s volume-weighted average price (“VWAP”) of $25.95 for the ten trading days ended February 26, 2026.
Messrs. Buck and Essaid spoke on March 1, 2026 about the February 27 Proposal. Mr. Buck noted that the February 27 Proposal implied a headline purchase price that was less than $505 per share based on the closing share price of QXO’s stock on February 27, 2026, which was less than the ten-day VWAP described in the February 27 Proposal.
On March 2, 2026, Mr. Essaid was contacted, on behalf of and at the direction of TopBuild, by representatives from Goldman Sachs and RBCCM to discuss QXO submitting a revised proposal.
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On March 3, 2026, QXO submitted a revised non-binding, written proposal (the “March 3 Proposal”) in which the headline price and the mix of consideration remained unchanged at $505 per share, composed of $227.25 in cash and $277.75 in QXO common stock, with a proposal to set the fixed exchange ratio of the stock component closer to signing a definitive agreement.
The TopBuild board met on March 5, 2026 to assess the action, if any, to take in light of the March 3 Proposal. In addition to senior management, representatives of Goldman Sachs, RBCCM and Jones Day participated in the meeting. Senior management reviewed the discussions with QXO since the TopBuild board’s last meeting regarding QXO, following which representatives of Goldman Sachs and RBCCM reviewed financial terms of the revised proposal and reviewed their preliminary financial analyses of TopBuild, QXO and QXO’s preliminary proposal. The representatives of Jones Day then led a detailed discussion of the non-financial terms of the revised proposal as reflected in the February 11 Draft Merger Agreement and the Key Legal Terms. It was the consensus of the TopBuild board that discussions between TopBuild’s and QXO’s respective advisors of the specific terms of the proposal could provide additional information to assist the TopBuild board in assessing the most recent proposal. Accordingly, the TopBuild board directed management and the advisors to engage with QXO’s representatives for this purpose.
Representatives of Jones Day and Paul, Weiss held a call on March 6, 2026 to discuss the terms of the February 11 Draft Merger Agreement and the Key Legal Terms. Later on March 6, 2026, Jones Day sent a revised draft of the merger agreement to Paul, Weiss. Among other things, the revised draft proposed (i) a rejection of the reciprocal termination fee of 5.0% proposed in Paul, Weiss’s initial draft; (ii) the addition of a reverse termination fee payable by QXO in the event of a failure to obtain required regulatory approvals; (iii) a heightened regulatory efforts standard requiring QXO to take all actions necessary to obtain required regulatory clearances, including divestitures and the defense of any litigation challenging the transaction; (iv) the addition of a cash-and-stock election mechanism for TopBuild stockholders; (v) the appointment of a number of TopBuild directors to the QXO board at closing; and (vi) that the supporting stockholder enter into a voting agreement to vote for the QXO share issuance proposal at the QXO stockholder meeting.
Over the course of the next several days, Jones Day and Paul, Weiss discussed the specific terms of the draft merger documentation.
On March 10, 2026, at the instruction of the TopBuild board, representatives of Goldman Sachs and RBCCM shared its forecast with QXO and Morgan Stanley. For additional information regarding TopBuild’s financial projections, see the section entitled “Certain Unaudited Prospective Financial Information.”
The TopBuild board met on March 11, 2026 to review the status of the discussions since the TopBuild board’s March 5, 2026 meeting regarding the specific terms of QXO’s revised proposal. In addition to senior management, representatives of Goldman Sachs, RBCCM and Jones Day participated in the meeting. The representatives of Jones Day then led a detailed discussion of terms reflected in the draft documentation provided by Paul, Weiss and, based on those discussions, the range of expected outcomes if actual negotiation of terms were authorized. This discussion focused on the Key Legal Terms, including the amount of the termination fee, closing conditions and the provisions for the treatment of TopBuild employees, generally, and in respect of employee equity awards and those relating to the contemplated financing for the proposed transaction. The TopBuild board considered, with input from TopBuild’s senior management and financial advisors, whether to affirmatively solicit interest from other potential counterparties prior to signing. Representatives of TopBuild’s financial advisors also indicated that they, at the direction of the TopBuild board, had held confidential high-level conversations in late February and March 2026 with certain parties viewed as the most likely potential counterparties without mentioning TopBuild by name. Such potential counterparties indicated that they were not in a position to pursue a sizeable transaction at that time. The TopBuild board, TopBuild’s senior management and TopBuild’s financial advisors also discussed whether it was likely that any third party with the capacity to complete a potential strategic transaction involving TopBuild would have substantial interest in pursuing such a transaction on terms that were competitive with those proposed by QXO for various reasons, including strategic alignment of such third parties and the need for such third parties to focus on integrating large prior transactions. Following extensive deliberation, no decision was made to pursue, or not pursue, QXO’s proposal or its terms, and it was the consensus of the TopBuild board that TopBuild’s advisors should proceed
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to negotiate in respect of QXO’s proposal and that senior management should provide additional information regarding TopBuild’s business plans and prospects to assist with a view to concluding the process.
The QXO board met via videoconference on March 12, 2026 to review the status of discussions with TopBuild regarding the potential transaction. In addition to QXO’s senior management, representatives of Morgan Stanley and Paul, Weiss participated in the meeting. Mr. Jacobs provided an overview of TopBuild’s business, the strategic rationale for the potential transaction and the expected benefits to QXO’s business and long-term strategy, as well as the proposed structure, consideration and other key economic terms. Representatives of Morgan Stanley then provided an overview of the strategic benefits of and considerations relating to a potential acquisition of TopBuild, key transaction metrics, TopBuild’s relative share price and trading multiples compared to peers, the implied exchange ratio over time and data on select precedent transactions. Representatives of Paul, Weiss then reviewed the material terms of the proposed merger agreement, including the purchase price, transaction structure, deal protection provisions, termination fee, equity compensation terms and access rights. Following discussion, no action was requested or taken at the meeting, and the QXO board determined to consider the proposed transaction at a subsequent meeting.
Representatives of Jones Day and Paul, Weiss held a call on March 12, 2026 to negotiate non-financial terms in the draft merger agreement. Jones Day delivered a markup of the draft merger agreement to Paul, Weiss on March 13, 2026.
Over the course of the week following delivery of the revised draft on March 13, 2026, representatives of Jones Day and Paul, Weiss had various discussions and exchanged further drafts of the merger agreement to address open terms as well as the disclosure schedules, the voting agreement to be entered into by a certain shareholder affiliated with Mr. Jacobs and QXO’s financing commitment letter for the transaction. Key terms negotiated included (i) the amount of the reciprocal termination fee; (ii) the reverse termination fee payable by QXO; (iii) the efforts required by TopBuild and QXO to obtain the required regulatory clearances to consummate the mergers, including with respect to potential divestitures and the defense of antitrust litigation; (iv) the terms of the non-solicit obligations applicable to each party, including the duration of QXO’s matching rights with respect to a superior proposal; (v) the treatment of TopBuild employee equity awards and (vi) the appointment of TopBuild directors to the QXO board at closing.
Access to a TopBuild virtual data room was provided to QXO and its advisors on March 17, 2026. Access to a QXO virtual data room was similarly provided to TopBuild and its advisors on March 20, 2026. Over the course of the following week, representatives of TopBuild and QXO and their respective advisors exchanged documents and other materials through their respective virtual data rooms. During this period, TopBuild, QXO and their respective legal counsel participated in calls regarding legal matters and representatives of TopBuild management, members of QXO management and representatives of KPMG LLP and QXO’s accounting advisor, participated in calls regarding accounting matters. In addition, on behalf and at the direction of TopBuild and QXO, representatives of Goldman Sachs, RBCCM and Morgan Stanley held a series of calls regarding QXO management’s financial projections. For additional information regarding QXO’s financial projections, see the section titled “Certain Unaudited Prospective Financial Information.”
Messrs. Buck and Essaid spoke by telephone on or about March 18, 2026. During the call, Mr. Essaid confirmed TopBuild’s understanding of the March 3 Proposal and QXO’s willingness to proceed on the terms of the March 3 Proposal.
The TopBuild board met via videoconference on March 19, 2026 to review the results of ongoing negotiations of terms of the March 3 Proposal. In addition to senior management, representatives of Goldman Sachs, RBCCM and Jones Day participated in the meeting. A representative of Jones Day reviewed the material issues discussed with Paul, Weiss and anticipated outcomes in respect of the topics reviewed at the March 11, 2026 TopBuild board meeting. Senior management reviewed the status of then-ongoing discussions with QXO and the financial terms of the March 3 Proposal notwithstanding volatility in equity prices since the commencement of hostilities in Iran, including in respect of QXO shares, the closing trading price of which had declined from $27.06 per share on February 16, 2026 to $20.13 per share on March 18, 2026. The TopBuild board directed TopBuild’s management and advisors to continue to engage with QXO and its advisors, including through meetings between the operating managements of the companies that QXO had requested, with a view to determining whether a mutually acceptable transaction could be
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agreed upon for consideration by the two companies’ respective boards of directors. It was also the consensus of the TopBuild board that Mr. Buck and Alec Covington, Chairman of the TopBuild board, should arrange a conversation with Mr. Jacobs as part of due diligence.
Mr. Jacobs met with Messrs. Buck and Covington on March 26, 2026. Mr. Jacobs and Mr. Buck attended the meeting in person, while Mr. Covington joined via videoconference. During the call, Mr. Jacobs discussed, among other things, his rationale for pursuing a potential acquisition of TopBuild, QXO’s strategic objectives in the building products distribution industry and his vision for the combined company.
Also on March 26, 2026 and continuing on March 27, 2026, Mr. Jacobs, Mr. Fassler and Ms. Josephine Berisha, QXO’s Chief Human Resources Officer, held a series of in-person meetings with certain members of TopBuild’s executive and operating management, including Messrs. Buck and Kuhns. During these meetings, the two companies’ respective management teams discussed TopBuild’s business, QXO’s business and the proposed transaction.
Subsequent to the completion of the in-person management meetings, on March 27, 2026, Messrs. Jacobs and Essaid called Mr. Buck to inform him that QXO had determined not to proceed with a transaction at that time given volatility in the trading prices for QXO shares and the capital markets and that discussions would need to be paused (the “March 27 QXO Communication”).
On March 26, 2026, representatives of Goldman Sachs provided a customary material relationship disclosure letter to the TopBuild board. On March 27, 2026, representatives of RBCCM provided a customary material relationship disclosure letter to the TopBuild board.
The TopBuild board convened a conference call on March 28, 2026 with Mr. Buck to review the status of discussions with QXO. Mr. Buck described the meetings between the two companies’ respective management teams and the status of the definitive transaction documentation. He then discussed the March 27 QXO Communication. Following discussion, the TopBuild board instructed management, working with Jones Day, to inform QXO that TopBuild was terminating further discussions of a potential strategic transaction with QXO, which message was relayed later that day by a representative of Jones Day.
On March 29, 2026, Mr. Buck and Mr. Jacobs spoke by telephone. Mr. Buck confirmed formal termination of the discussions. Mr. Jacobs indicated interest in having a conversation with Mr. Covington. Mr. Buck subsequently provided Mr. Jacobs with Mr. Covington’s contact details.
Between March 31, 2026 and April 17, 2026, Mr. Jacobs and Mr. Covington had several discussions regarding the termination of discussions and the possibility of a transaction. In each of these discussions, Mr. Covington informed Mr. Jacobs that the TopBuild board would, as it always had, consider a reasonable strategic transaction proposal from QXO or any other credible party. Messrs. Jacobs and Covington did not discuss the terms of any proposal during these discussions, nor did Mr. Jacobs inform Mr. Covington that QXO intended to submit a proposal in the near future.
During the afternoon of April 17, 2026, following a meeting between Messrs. Jacobs and Covington, the QXO board held a special meeting via videoconference to consider the proposed transaction and offer to be submitted to TopBuild. In addition to senior management, representatives of Morgan Stanley and Paul, Weiss participated in the meeting. Mr. Jacobs presented to the QXO board an overview of the proposed transaction, including its structure, the proposed consideration and other key economic terms and the anticipated sources of financing. Mr. Jacobs also reviewed the strategic rationale for the proposed transaction, the expected benefits to QXO’s business and long-term strategy and its anticipated financial impact, and discussed integration matters, potential risks and opportunities and alternative strategic options considered by QXO. Representatives of Morgan Stanley then reviewed with the QXO board Morgan Stanley’s financial analyses of the proposed transaction and the methodologies and assumptions underlying such analyses, and advised the QXO board that Morgan Stanley was prepared to render a fairness opinion with respect to the total merger consideration to be paid by QXO under the merger agreement assuming a total per share consideration of $505 per TopBuild share and that Morgan Stanley would deliver its formal written fairness opinion and updated financial analyses once the stock component of the proposed consideration had been determined following the close of trading on April 17, 2026. Morgan Stanley subsequently delivered to the QXO board its written opinion, dated April 18, 2026, to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and
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limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the total merger consideration to be paid by QXO under the merger agreement was fair, from a financial point of view, to QXO (which opinion is described in the section titled “The Mergers — Opinion of QXO’s Financial Advisor”). Representatives of Paul, Weiss then confirmed the principal terms of the proposed transaction as described by management and reviewed with the QXO board the proposed resolutions relating to the transaction. Following discussion, the QXO board unanimously (i) determined that the merger agreement, the QXO share issuance and the other transactions contemplated by the merger agreement are fair to and in the best interests of QXO and its stockholders; (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby; (iii) directed that the QXO share issuance be submitted to QXO’s stockholders for approval; and (iv) resolved to recommend the approval of the QXO share issuance by QXO stockholders.
Further on April 17, 2026, QXO submitted a final written proposal (the “April 17 Proposal”) to acquire TopBuild for $505 per share, composed of $227.25 in cash per share and 11.110 shares of QXO common stock, which implied a value of $277.75 per share in QXO common stock based on the closing price of QXO’s common stock on April 17, 2026. The revised proposal also included an offer for TopBuild to designate one member to the QXO board, subject to QXO’s approval of TopBuild’s nominee. In the April 17 Proposal, Mr. Jacobs indicated that the QXO board had approved the transaction. Paul, Weiss delivered to Jones Day signed versions of the merger documentation and financing commitment papers, and requested a formal acceptance or rejection by April 18, 2026, so that the transaction could be announced on the morning of Sunday, April 19, 2026.
Upon receipt, and over the course of the remainder of the evening and the following day, Jones Day and Paul, Weiss communicated regarding the April 17 Proposal and worked to finalize the transaction documents, including through a due diligence bring-down call among the parties and their respective advisors.
The TopBuild board met via videoconference on the evening of April 18, 2026 following discussions with each board member regarding QXO’s April 17 Proposal. In addition to senior management, representatives of Goldman Sachs, RBCCM and Jones Day participated in the meeting. Mr. Covington reviewed the recent meetings with Mr. Jacobs. A representative of Jones Day then reviewed the differences between the terms of QXO’s April 17 Proposal and the terms the parties had negotiated when discussions terminated at the end of March, the TopBuild board’s fiduciary duties, the material terms of the proposed transaction documentation and the interests of TopBuild’s directors and executive officers in the proposed transaction that may be different from, or in addition to, the interests of TopBuild stockholders generally. Mr. Buck provided management’s views regarding the proposed transaction. Representatives of Goldman Sachs and RBCCM then led a discussion of financial considerations involved in the proposed transaction. At the request of the TopBuild board, each of Goldman Sachs and RBCCM then separately rendered to the TopBuild board an oral opinion, confirmed by delivery of a written opinion dated April 18, 2026, to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in preparing such opinions, the merger consideration to be paid to holders of TopBuild shares (other than in the case of Goldman Sachs’ opinion, QXO and its affiliates and, in the case of RBCCM’s opinion, QXO, Titanium Merger Sub, Forward Merger Sub and their respective affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders. Goldman Sachs and RBCCM also delivered customary material relationship disclosure to the TopBuild board. A representative of Jones Day then reviewed the resolutions to be considered by the TopBuild board. Following extensive discussion, the TopBuild board unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement (including the mergers) are fair to and in the best interests of TopBuild and its stockholders; (ii) adopted, approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement (including the mergers); (iii) directed that the adoption of the merger agreement be submitted to TopBuild’s stockholders for approval; and (iv) resolved to recommend the adoption of the merger agreement by TopBuild stockholders.
Following the TopBuild board meeting, the parties executed the merger agreement and voting agreement on April 18, 2026.
On April 19, 2026, TopBuild and QXO issued a joint press release announcing the proposed mergers.
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Closing and Effective Time of the Mergers
In the Titanium Merger, Titanium Merger Sub will merge with and into TopBuild, with TopBuild surviving as the surviving corporation. Immediately following the Titanium Merger, the surviving corporation will merge with and into Forward Merger Sub, with Forward Merger Sub continuing as the surviving company. Each merger shall become effective at such time as the applicable certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such later time as QXO and TopBuild shall agree and specify in the certificate of merger.
Merger Consideration
In the Titanium Merger, each TopBuild share issued and outstanding (other than certain excluded shares, cancelled shares and dissenting shares) as of immediately prior to the Titanium Merger effective time will be converted into the right to receive, at the election of the holder, the per share merger consideration, subject, in each case, to proration as described in the merger agreement. “No election shares” will be treated as having elected to receive the stock consideration.
Importantly, although TopBuild stockholders may elect among these two options, the aggregate amount of cash and stock to be paid by QXO in the mergers is fixed. The maximum number of TopBuild shares to be converted into the right to receive cash consideration is capped at forty-five percent (45%) of the aggregate number of TopBuild shares issued and outstanding immediately prior to the Titanium Merger. The maximum number of TopBuild shares to be converted into the right to receive stock consideration is capped at fifty-five percent (55%) of the aggregate number of TopBuild shares issued and outstanding immediately prior to the Titanium Merger, which maximum number may be increased (but not decreased) by QXO in its sole discretion prior to the Titanium Merger effective time, if and only if holders of TopBuild shares have elected more than fifty-five percent (55%) of the number of eligible TopBuild shares to receive the stock consideration. Accordingly, all elections for cash or stock consideration are subject to mandatory proration to the extent cumulative elections exceed the maximum amounts, and stockholders who made those elections may receive a prorated amount of their chosen consideration and the balance in the alternative form.
Recommendation of the QXO Board and Reasons for the Mergers
At a meeting of the QXO board held on April 17, 2026 to evaluate the mergers and the merger agreement, the QXO board unanimously (a) determined that the merger agreement, the QXO share issuance and the other transactions contemplated by the merger agreement are fair to and in the best interests of QXO and its stockholders, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby, (c) directed that the QXO share issuance be submitted to QXO’s stockholders for approval and (d) resolved to recommend the approval of the QXO share issuance by QXO stockholders.
THE QXO BOARD UNANIMOUSLY RECOMMENDS THAT QXO STOCKHOLDERS VOTE “FOR” THE QXO SHARE ISSUANCE PROPOSAL.
In evaluating the mergers and the merger agreement and arriving at its determination, the QXO board consulted with QXO’s senior management, QXO’s financial advisor and QXO’s outside legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the mergers to QXO and its stockholders, as described below.
The QXO board considered the following factors as being generally positive or favorable in coming to its determination, approval and recommendation:
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the expectation that the mergers will be accretive to QXO’s earnings;
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the belief that the mergers will significantly expand QXO’s scale and capabilities across building products distribution;
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the expectation that QXO will be able to realize significant synergies from the integration of TopBuild, including revenue synergies from cross-selling an expanded range of integrated solutions, as well as
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cost synergies from scaled procurement, network optimization, logistics efficiencies, inventory management improvements, and world-class technology;
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the expectation that the mergers will significantly broaden the total addressable market for QXO and create diversification across end markets, customer types and US regions;
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the structure of the merger consideration, which includes a combination of QXO shares and cash, and which the QXO board viewed as a balanced approach that allows QXO to utilize its QXO shares as a valuable transaction currency while deploying cash to optimize the combined company’s capital structure and manage stockholder dilution;
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the proration and election mechanisms in the merger agreement, which provide TopBuild stockholders with the flexibility to express a preference as to the form of consideration received while providing QXO with certainty as to its aggregate cash outlay and share issuance (subject to QXO increasing (but not decreasing) the maximum stock election number in its sole discretion prior to the Titanium Merger effective time, if and only if holders of TopBuild shares have elected more than fifty-five percent (55%) of the number of eligible TopBuild shares to receive the stock consideration);
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the provisions of the merger agreement regarding the governance of the combined company following the mergers, including that existing QXO management and the QXO board will continue to lead the combined company, providing continuity and stability, while the expansion of the QXO board from seven to eight members and the appointment of one designee from the TopBuild board will bring valuable industry expertise and institutional knowledge that will facilitate a smooth integration;
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the belief that QXO will have the necessary financing to pay the aggregate cash portion of the per share merger consideration and that QXO, following the mergers, will be able to repay, service or refinance any indebtedness that is expected to form the interim or permanent financing for the mergers and, with respect to such indebtedness, to comply with applicable financial covenants;
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TopBuild’s obligation to provide customary financing cooperation, including in connection with the committed financing, which the QXO board viewed as facilitating the timely completion of the mergers;
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the support for the mergers demonstrated by the execution of the voting agreement by a significant stockholder of QXO pursuant to which the supporting stockholder has agreed to vote all of its QXO shares and QXO convertible preferred shares, in favor of the QXO share issuance proposal, which the QXO board viewed as demonstrating confidence in the strategic rationale and expected benefits of the transaction;
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the analysis rendered by Morgan Stanley to the QXO board, which was confirmed by delivery of a written opinion, dated April 18, 2026, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley as set forth in its written opinion, the total merger consideration to be paid by QXO pursuant to the merger agreement was fair, from a financial point of view, to QXO. For additional information, see “The Mergers — Opinion of QXO’s Financial Advisor”;
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the information and discussions with QXO management and outside financial advisors regarding each of QXO’s and TopBuild’s business, assets, financial condition, results of operations, current business strategy and prospects, including the projected financial results of each of QXO and TopBuild as a standalone company, and the expected pro forma effect of the mergers on the combined company and its ability to achieve future growth and generate additional returns for the combined company’s stockholders;
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the results of the comprehensive due diligence investigation conducted by QXO’s senior management and external advisors with respect to TopBuild’s business, operations, financial condition, assets, liabilities, and legal matters, enhancing the QXO board’s understanding of and confidence in the opportunities and manageable risks associated with the mergers;
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the QXO board’s view, after consultation with QXO management and its outside legal advisors, that regulatory approvals and clearances necessary to consummate the mergers would likely be obtained without the imposition of conditions sufficiently material to preclude the mergers;
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the fact that, while QXO is obligated to use its reasonable best efforts to obtain the regulatory approvals required to complete the mergers, QXO is not required to agree to any divestitures, hold-separate arrangements, terminations of existing relationships or contractual rights, or other restructurings of QXO, TopBuild or their respective subsidiaries that would, individually or in the aggregate, reasonably be expected to be material to QXO or TopBuild, measured on the basis of a hypothetical company of the same size and scale as TopBuild and its subsidiaries as of the date of the merger agreement;
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the nature of the closing conditions included in the merger agreement, as well as the likelihood of satisfaction of all conditions to closing of the transactions contemplated by the merger agreement;
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that QXO stockholders will have the opportunity to vote on the QXO share issuance proposal, which is a condition precedent to the mergers;
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the QXO board’s belief that the restrictions imposed on the conduct of QXO’s business and operations during the pendency of the mergers under the merger agreement are reasonable and not unduly burdensome;
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the restrictions in the merger agreement on TopBuild’s ability to respond to and negotiate certain alternative transaction proposals from third parties, the requirement that TopBuild submit the adoption of the merger agreement to a vote of its stockholders even if the TopBuild board effects a TopBuild adverse recommendation change or a TopBuild intervening event recommendation change, and the requirement that TopBuild pay QXO a termination fee of $600,000,000 if the merger agreement is terminated under certain circumstances;
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QXO’s right, subject to the conditions set forth in the merger agreement, to engage in negotiations with, and provide information to, any third party that makes a bona fide, unsolicited written QXO acquisition proposal, if the QXO board has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law;
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the right of the QXO board to change its recommendation to QXO stockholders to vote in favor of the QXO share issuance proposal if a superior proposal is made to QXO or an intervening event has occurred, subject to certain conditions and fee obligations; and
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the closing mechanics, including the outside date of January 17, 2027.
The QXO board also considered, and balanced against the potentially positive factors, a variety of risks and potentially negative factors in its deliberations concerning the mergers and the merger agreement, including the following:
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the possibility that the mergers may not be completed, or that closing may be unduly delayed, due to a failure to satisfy the conditions contained in the merger agreement, including the failure to obtain stockholder approval of the QXO share issuance proposal or the TopBuild merger proposal or the failure to receive necessary regulatory approvals, and the potential adverse effects on QXO’s business and market reaction that could result from any such failure or delay;
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the effect that the length of time from announcement of the mergers until consummation of the mergers could have on the market price of QXO shares, QXO’s operating results and QXO’s relationship with its employees, stockholders and industry contacts and others who do business with QXO;
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that the exchange ratio included in the merger agreement provides for a fixed number of QXO shares, meaning QXO cannot be sure of the market value of the merger consideration that it will pay to TopBuild stockholders in the mergers;
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the potential impact on the market price of QXO shares as a result of the issuance of the stock consideration to TopBuild’s stockholders;
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that there are significant risks inherent in integrating the operations of TopBuild with QXO, including that expected synergies may not be realized, and that successful integration will require the dedication of significant management resources, which will temporarily detract attention from the day-to-day businesses of the combined company;
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that the mergers will result in a significant increase in QXO’s consolidated indebtedness and pro forma net leverage, resulting in higher interest expenses, which could reduce the combined company’s financial flexibility;
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the risk that the additional indebtedness to be incurred by QXO in connection with the mergers could have a negative impact on QXO’s credit rating and flexibility;
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the substantial costs to be incurred in the mergers, including those incurred regardless of whether the mergers are consummated and the costs of integrating the businesses of QXO and TopBuild;
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that the merger agreement provides that, in certain circumstances, QXO would be required to pay a termination fee of $600,000,000 to TopBuild, and that such termination fee could deter potential alternative transactions with respect to QXO;
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the ability of the TopBuild board, in certain circumstances, to effect a change of recommendation;
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that the restrictions on the conduct of QXO’s business prior to the consummation of the mergers, although believed to be reasonable and not unduly burdensome, may delay or prevent QXO from undertaking business opportunities that may arise or other actions it would otherwise take with respect to the operations of QXO pending the consummation of the mergers;
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that the merger agreement restricts QXO’s ability to entertain other acquisition proposals unless certain conditions are satisfied and to terminate the merger agreement to enter into a superior proposal, and requires that QXO hold the QXO stockholder meeting even if the QXO board changes its recommendation; and
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other risks of the type and nature described in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
The foregoing discussion of the information and factors considered by the QXO board is not exhaustive, but QXO believes it includes all the material factors considered by the QXO board. In view of the wide variety of factors considered in connection with its evaluation of the mergers and the complexity of these matters, the QXO board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the QXO board viewed its determination and recommendation as based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. The QXO board based its unanimous recommendation on the totality of the information presented.
This explanation of QXO’s reasons for the mergers and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”
Recommendation of the TopBuild Board and Reasons for the Mergers
The TopBuild board unanimously approved the merger agreement and, subject to the conditions therein, recommended that TopBuild stockholders adopt it. In so doing, the TopBuild board took into account a number of factors, including the following, which the TopBuild board determined supported its determination and recommendation.
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TopBuild’s standalone prospects: The TopBuild board believed that, in general, TopBuild had positive prospects as an independent company. Since it became an independent company on July 1, 2015, TopBuild had increased revenue and adjusted EBITDA by compounded annual growth rates of 14.4% and 26.7%, respectively, and total shareholder return to TopBuild stockholders had been over 1,700% from that date to April 17, 2026. However, while the TopBuild board and senior management believed that TopBuild was well-positioned to continue to succeed in the consolidating U.S. and global building products industry, they also recognized that maintaining the growth rates that TopBuild had enjoyed necessarily became increasingly difficult and largely dependent on M&A as TopBuild became larger and also recognized that the largest building products companies had certain advantages relative to TopBuild, including in respect of technology, access to capital, attracting
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talent, supply chain and operational efficiencies and improvements and increasing ability to cross-sell. As such, while not necessarily an immediate strategic imperative, the TopBuild board and senior management believed that there could be substantial strategic and financial benefits in combining with another firm and, in particular, doing so early in the anticipated industry consolidation cycle.
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Transaction Multiple: In considering QXO’s proposal on the basis of an EV/adjusted EBITDA multiple, the TopBuild board noted that the nominal value of QXO’s final proposal represented a multiple of 15.1x TopBuild’s calendar year 2025 adjusted EBITDA, which represented a substantial multiple paid to acquire a building products company in the U.S. and at the high end of precedent transactions and a significant premium to Topbuild’s historical EV/adjusted EBITDA multiple. It was the consensus of the TopBuild board that it would be difficult to achieve a valuation at that level in the public equity markets.
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Process: The TopBuild board reviewed the possible QXO transaction at eight formal meetings and in other group and individual calls, received input from TopBuild’s senior management and sophisticated external advisors and provided input over the course of the negotiations on key financial and other transaction terms.
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Mix of consideration: The TopBuild board directed management and TopBuild’s advisors to seek to increase the proportion of cash in QXO’s initial proposals as a partial hedge against volatility in the public markets. The TopBuild board also recognized that the receipt of QXO stock in the transaction and an election mechanism could provide TopBuild stockholders with the option to participate in the future results of the combined company or receive cash for their TopBuild shares (subject to proration).
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Other potential counterparties: The TopBuild board considered, with input from TopBuild’s senior management and financial advisors, whether to affirmatively solicit interest from other potential parties prior to signing. Representatives of TopBuild’s financial advisors also indicated that they had, at the direction of the TopBuild board, held confidential high-level conversations in late February and March 2026 with certain parties viewed as the most likely potential counterparties without mentioning TopBuild by name. Such potential counterparties indicated that they were not in a position to pursue a transaction at that time. The TopBuild board also concluded that it was highly unlikely that any third party with the capacity to complete a potential strategic transaction involving TopBuild would have substantial interest in pursuing such a transaction on terms that were competitive with those being proposed by QXO for various reasons, including strategic alignment of such third parties and the need for such third parties to focus on integrating large prior transactions. As of the date of this joint proxy statement/prospectus, no other potential bidders had contacted TopBuild’s management or advisors regarding a potential alternative transaction.
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Financial Analyses Presentations and Opinions: Goldman Sachs delivered its opinion to the TopBuild board that, as of April 18, 2026, and based upon and subject to the factors and assumptions set forth therein, the per share merger consideration to be paid to the holders (other than QXO and its affiliates) of TopBuild shares pursuant to the merger agreement was fair from a financial point of view to such holders. The full text of the written opinion of Goldman Sachs, dated April 18, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. RBCCM also delivered an opinion, dated April 18, 2026, to the TopBuild Board as to the fairness, from a financial point of view and as of such date, of the merger consideration to be paid to the holders of TopBuild shares (other than QXO Titanium Merger Sub, Forward Merger Sub and their respective affiliates), which opinion was based on and subject to the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken as more fully described in the section entitled “The Mergers — Opinions of TopBuild’s Financial Advisors.”
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Terms of the merger agreement: The TopBuild board concluded that the terms of the merger agreement, taken as a whole, were reasonable and fairly responded to specific concerns raised by the TopBuild board over the course of its review of the potential transaction with TopBuild’s advisors, including
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the customary nature of the representations, warranties and covenants in the merger agreement;
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the fact that the merger agreement provides TopBuild the operating flexibility to conduct its business in the ordinary course until consummation of the mergers or termination of the merger agreement;
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the parties’ covenants to use their respective reasonable best efforts to obtain regulatory approval;
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the deal protection and termination provisions of the merger agreement, including TopBuild’s right to receive a termination fee of $600 million, representing approximately 4.2% of the nominal value of the transaction as of signing, if the merger agreement were terminated in certain circumstances;
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the provisions of the merger agreement that permit TopBuild, in response to certain unsolicited acquisition proposals, to furnish information or enter into discussions with third parties in connection with competitive proposals, subject to conditions described in the section entitled “The Merger Agreement Covenants and Agreements No Solicitation” beginning on page [ ];
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the provisions of the merger agreement allowing the TopBuild board to change its recommendation to TopBuild stockholders prior to obtaining the TopBuild stockholder approval of the TopBuild merger agreement proposal in specified circumstances relating to a superior proposal or intervening event, subject to QXO’s right to receive payment of the termination fee of $600 million, which the TopBuild board estimated represented approximately $20.00 per diluted share of TopBuild common stock, was reasonable, would not likely deter competing bids (if any) and would not be required to be paid unless TopBuild entered into a more favorable transaction. For additional information, see the section titled “The Merger Agreement — No Solicitation by TopBuild” beginning on page [ ] of this joint proxy statement/prospectus;
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that certain specified effects or developments would not be taken into account in any determination of whether a “material adverse effect” (as defined further below in this joint proxy statement/prospectus) has occurred with respect to TopBuild. For additional information, see the section titled “The Merger Agreement — Representations and Warranties” beginning on page [ ] of this joint proxy statement/prospectus;
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QXO’s covenants relating to the treatment of TopBuild employees generally. For additional information, see the section titled “The Merger Agreement — Employee Matters” starting on page [ ] of this joint proxy statement/prospectus; and
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other terms and conditions of the merger agreement and QXO’s debt financing documents, which were reviewed by the TopBuild board with TopBuild’s advisors, and the fact that such terms were the product of arm’s-length negotiations between the parties.
•
Probability of Completion: The likelihood that the mergers would be completed, including after consideration of the risks related to the satisfaction of conditions to closing, which include, among others, the following:
•
the likelihood of obtaining regulatory and other approvals required in connection with the mergers; and
•
the absence of a financing condition to QXO’s obligations to complete the mergers and QXO’s receipt of financing commitments to fund the cash component of the merger consideration.
•
Independence: While TopBuild officers and directors have interests in the transaction that are different than or in addition to the interests of TopBuild stockholders generally, no member of senior management involved in the negotiations of the transaction had received any commitment to continue with the combined company post-closing, the TopBuild board did not determine, when the transaction was approved, which member or members to suggest be considered by QXO to join the QXO board after the closing and the TopBuild board was advised by counsel that the provisions of the merger agreement, as set forth in Annex A and as described in this joint proxy statement/prospectus were typical for a transaction of this nature. For additional information, see “The Mergers — Interests of TopBuild Directors and Executive Officers” starting on page [ ] of this joint proxy statement/prospectus.
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The TopBuild board also considered a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following:
•
Volatility: Public market trading prices for U.S. companies, generally, and building products companies, including QXO and TopBuild, have been volatile from the effects on the trading markets of exogenous events, such as the conflict in Iran, policies of the Trump Administration and the general condition of the U.S. housing industry. On March 27, 2026, the date on which QXO had determined not to proceed with a transaction at such time due to volatility in trading prices, the closing market sale price for QXO shares was $18.96 per share; on April 17, 2026 when QXO proposed the transaction terms that the TopBuild board approved, the closing market sale price for QXO shares was $25.00 per share. As such, while the nominal value of QXO’s April 17, 2026 proposal was the same per share price as when QXO stated that it would not proceed at that value, the total number of QXO shares issuable to TopBuild stockholders was considerably less. In addition, the $25.00 per share closing sales price on April 17, 2026 used to determine the number of QXO shares issuable in the transaction was the highest closing trading price that QXO shares had reached since February 24, 2026, and QXO’s shares generally have traded down since the April 19, 2026 announcement of the transaction.
•
Possible failure to achieve the benefits of the combined company: The challenges inherent in the combination of two independent businesses of the sizes of QXO and TopBuild, including:
•
the possibility that the combined company might not achieve its expected financial results;
•
the possibility that the anticipated strategic and other anticipated benefits of the transaction, including the anticipated synergies and other anticipated cost savings, might not be achieved in the time frame contemplated or at all;
•
the risk that integration costs may be greater than anticipated and the possible diversion of management attention for an extended period of time; and
•
the other numerous risks and uncertainties that, if the mergers are completed could adversely affect the combined company’s business operations, financial results and trading price.
•
Fixed exchange ratio: The fact that, while a portion of the merger consideration consists of cash, because the stock portion of the merger consideration is based on a fixed exchange ratio rather than a fixed value, TopBuild stockholders bear the risk of a decrease in the trading price of QXO shares.
•
Ability to consider competing proposals: The possibility that the $600 million termination fee payable by TopBuild to QXO under circumstances involving the termination of the merger agreement and “force the vote” provision, which includes TopBuild terminating the merger agreement to accept a superior proposal unless and until TopBuild’s stockholder vote against the mergers, could discourage other potential parties from making a competing proposal.
•
Risks associated with the announcement and pendency of the mergers: The potential negative effects of the announcement and pendency of the mergers, including the potential adverse impact that such interim period could have on TopBuild and its business, including:
•
the potential distractions of its workforce and management team from day-to-day operations and from pursuing other strategic alternatives and other opportunities that could be beneficial to TopBuild;
•
the potential negative impact on TopBuild’s relationships with investors, customers, suppliers, and others and the communities in which TopBuild operates; and
•
the potential negative impact on TopBuild’s ability to attract, hire and retain key employees, as current and prospective employees may experience uncertainty about their future roles following the mergers.
•
Risks associated with failure to consummate the mergers on a timely basis or at all: The possibility that the mergers may not be completed or that completion may be unduly delayed for reasons beyond
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the control of the parties, including the failure to receive the necessary stockholder or regulatory approvals, and the risks and costs to TopBuild from such failure to complete or delay in completion of the mergers, including:
•
the trading price of TopBuild shares may decline to the extent that the market price of the TopBuild shares currently reflects positive market assumptions that the mergers will be consummated;
•
the costs associated with the mergers, including the potential disruptions to TopBuild’s business and distraction of its workforce and management team from day-to-day operations and from pursuing other strategic alternatives and other opportunities that could be beneficial to TopBuild, in each case without restoring the potential offset from any of the benefits of having the mergers completed; and
•
the adverse impact and reputational harm to TopBuild’s relationships with investors, customers, suppliers, business partners, other third parties and the communities in which TopBuild operates from the potential adverse perception of any failure to successfully complete the mergers.
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Litigation related to the mergers: The risk that TopBuild or QXO may be subject to lawsuits or other challenges to the mergers, and adverse effects of these challenges, including any adverse rulings in lawsuits, may delay or prevent completion of the mergers or that may require TopBuild or QXO to incur significant costs to address such challenges, including any costs to defend or settle any lawsuits.
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Interests of TopBuild’s directors and executive officers: The fact that TopBuild’s directors and executive officers may have interests in the transaction that are in addition to or different from those of TopBuild stockholders, generally, despite the TopBuild board’s belief that those interests are typical in transactions of this nature. For additional information, see the section titled “The Mergers — Interests of TopBuild Directors and Executive Officers in the Mergers” beginning on page [ ] of this joint proxy statement/prospectus.
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Other risks. Risks of the type and nature described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements, beginning on pages [ ] and [ ] of this joint proxy statement/prospectus, respectively.
The foregoing discussion of factors considered by the TopBuild board in reaching its conclusions and recommendation includes the principal factors considered by the TopBuild board, but is not intended to be exhaustive and may not include all of the factors considered by the TopBuild board or individual members. In light of the variety of factors considered in connection with its evaluation at the business combination, the TopBuild board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendation. Rather, the TopBuild board viewed its decisions as based on the totality of the factors and information considered, including discussions with TopBuild’s management and outside legal and financial advisors. Moreover, each member of the TopBuild board applied his or her own personal business judgment to the consideration of different factors and may have given different weight to different factors. The foregoing factors are not necessarily listed in order of importance to the TopBuild board or any of its members.
The foregoing explanation of the reasoning of the TopBuild board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” on page [ ] of this joint proxy statement/prospectus.
Opinion of QXO’s Financial Advisor
QXO retained Morgan Stanley to provide it with financial advisory services in connection with a possible acquisition of TopBuild or similar transaction and, if requested by QXO, a financial opinion with respect thereto. QXO selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise, and reputation and its knowledge of the insulation, commercial roofing and building products industry, market, and regulatory environment and business and affairs of QXO. Morgan Stanley delivered to the QXO board a written opinion, dated April 18, 2026, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications
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and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the total merger consideration to be paid by QXO was fair from a financial point of view to QXO.
The full text of the written opinion of Morgan Stanley, dated April 18, 2026, is attached as Annex B and incorporated by reference in its entirety into this joint proxy statement/prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. Stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to the QXO board and addresses only the fairness, from a financial point of view, to QXO of the total merger consideration to be paid by QXO as of the date of the opinion. Morgan Stanley’s opinion does not address any other aspect of the transactions contemplated by the merger agreement and does not constitute a recommendation to stockholders of QXO or TopBuild as to how to act or vote in connection with the mergers or any other matter or whether to take any other action with respect to the mergers. The summary of Morgan Stanley’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. In addition, the opinion does not in any manner address the price at which QXO shares will trade following the consummation of the mergers or at any time.
For purposes of rendering its opinion, Morgan Stanley, among other things:
•
reviewed certain publicly available financial statements and other business and financial information of TopBuild and QXO, respectively;
•
reviewed certain internal financial statements and other financial and operating data concerning TopBuild and QXO, respectively;
•
reviewed the QXO Management Standalone Projections for QXO prepared by the management of QXO, and the QXO Management Projections for TopBuild, including the Net Synergies Estimates, prepared and approved for Morgan Stanley’s use by the management of QXO;
•
reviewed information relating to certain strategic, financial and operational benefits anticipated from the mergers, prepared by the management of QXO;
•
discussed the past and current operations and financial condition and the prospects of TopBuild with senior executives of TopBuild;
•
discussed the past and current operations and financial condition and the prospects of QXO, including information relating to certain strategic, financial and operational benefits anticipated from the mergers, with senior executives of QXO;
•
reviewed the pro forma impact of the mergers on QXO’s cash flow, consolidated capitalization and certain financial ratios;
•
reviewed the reported prices and trading activity for the TopBuild shares and the QXO shares;
•
compared the financial performance of TopBuild and QXO and the prices and trading activity of the TopBuild shares and the QXO shares with that of certain other publicly-traded companies comparable with TopBuild and QXO, respectively, and their securities;
•
reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;
•
participated in certain discussions and negotiations among representatives of TopBuild and QXO and their financial and legal advisors;
•
reviewed the merger agreement, the commitment letter from certain lenders dated April 15, 2026 (the “commitment letter”) and certain related documents; and
•
performed such other analyses and considered such other factors as Morgan Stanley deemed appropriate.
Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by TopBuild and QXO, including the QXO Management Standalone Projections for QXO
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and QXO Management Projections for TopBuild, and formed a substantial basis for its opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the mergers (and including the QXO Management Standalone Projections for QXO and QXO Management Projections for TopBuild), Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of QXO of the future financial performance of TopBuild and QXO. With respect to the total merger consideration, Morgan Stanley assumed that the number of TopBuild shares electing the cash consideration is 45% of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time and the number of TopBuild shares electing the stock consideration is 55% of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time. In addition, Morgan Stanley assumed that the mergers will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the mergers will be treated as a tax-free reorganization, pursuant to the Internal Revenue Code of 1986, as amended, that QXO will obtain financing in accordance with the terms set forth in the commitment letter, and that the definitive merger agreement will not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed mergers, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed mergers. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of QXO and TopBuild and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of TopBuild’s officers, directors or employees, or any class of such persons, relative to the total merger consideration to be paid to the holders of TopBuild shares in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of TopBuild or QXO, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, April 18, 2026. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.
Summary of Financial Analyses
The following is a brief summary of the material analyses performed by Morgan Stanley in connection with the preparation of its written opinion letter, dated April 18, 2026. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as of April 17, 2026. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.
Analyses Related to TopBuild
Discounted Cash Flow Analysis
Morgan Stanley performed a discounted cash flow analysis (including synergies), which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per TopBuild share as of December 31, 2025, based on estimates of future Unlevered Free Cash Flow for fiscal years 2026 through 2030 contained in the QXO Management Projections for TopBuild, including net debt of TopBuild as of December 31, 2025, of $2,680 million. Morgan Stanley also calculated a range of terminal values of TopBuild based on a terminal multiple range of 12.0x to 15.0x applied to an estimated Adjusted EBITDA for TopBuild for the 12 months following the projection period (“NTM Adjusted EBITDA”), which was selected based on Morgan Stanley’s professional judgment and experience. The estimated Unlevered Free Cash Flow and the range of terminal values were then discounted to December 31,
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2025, by applying a discount rate range of 9.2% to 10.8%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect TopBuild’s estimated weighted average cost of capital (“WACC”).
This analysis indicated a range of implied equity values per TopBuild share of $449 to $598, in each case rounded to the nearest $1.00.
Morgan Stanley compared the foregoing ranges of implied equity values per TopBuild share to the closing trading price of TopBuild shares as of April 17, 2026, the last trading day prior to the date of Morgan Stanley’s opinion, of $410 per share, and the implied value of the total merger consideration of $505 per TopBuild share.
Precedent Transactions Analysis
Morgan Stanley performed a selected precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley selected certain transactions in the building products distribution sector with an aggregate value greater than $1 billion in the past five years and for which relevant financial information was publicly available. For these transactions, Morgan Stanley reviewed the consideration paid and calculated the ratio of the aggregate value (the “AV”) of each transaction to the earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the target company for last twelve months prior to the respective announcement date (“LTM EBITDA”), based on publicly available financial information. Morgan Stanley reviewed the following transactions in connection with this analysis:
|
Date
|
| |
Target
|
| |
Acquiror
|
|
| February 2026 | | | Kodiak Building Partners Inc. | | | QXO | |
| October 2025 | | | Specialty Products & Insulation Co. | | | TopBuild | |
| August 2025 | | | Foundation Building Materials Inc. | | | Lowe’s Companies, Inc. | |
| June 2025 | | | GMS Inc. | | | The Home Depot, Inc. | |
| March 2025 | | | Beacon Roofing Supply, Inc. | | | QXO | |
| March 2024 | | | SRS Distribution Inc. | | | The Home Depot, Inc. | |
| September 2021 | | | Distribution International, Inc. | | | TopBuild | |
These transactions varied significantly based upon company scale, product mix, and geography. Based on its professional judgment and taking into consideration, among other things, (i) the observed multiples for the selected transactions listed above (which indicated (a) a median AV / LTM EBITDA multiple of 13.3x, (b) a high AV / LTM EBITDA multiple of 16.1x and (c) a low AV / LTM EBITDA multiple of 10.7x), (ii) the different business, financial and operating characteristics of the companies in such transactions as compared to TopBuild and (iii) the prevailing market trends for the valuation and performance of building products distribution companies at the time of each transaction as compared to the then-current market conditions, Morgan Stanley selected a representative range of AV / LTM EBITDA multiples from 13.0x to 16.0x and applied this range of financial multiples to TopBuild’s pro forma Adjusted EBITDA for calendar year 2025, including the pro forma impact of acquisitions completed in 2025.
This analysis indicated a range of implied equity values per TopBuild share of $430 to $551, in each case rounded to the nearest $1.00.
Morgan Stanley compared the foregoing ranges of implied equity values per TopBuild share to the closing trading price of TopBuild shares as of April 17, 2026, the last trading day prior to the date of Morgan Stanley’s opinion, of $410 per share, and the implied value of the total merger consideration of $505 per TopBuild share.
No transaction utilized in the precedent transactions analysis is identical to the mergers. In evaluating the selected precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters, that are beyond the control of TopBuild, such as the impact of competition on the business of TopBuild or the industry generally, industry growth and the absence of any adverse material change in the financial condition of TopBuild or the industry or in the
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financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.
Public Trading Comparable Company Analysis
Morgan Stanley performed a comparable company trading analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared, using publicly available information, QXO Management Projections for TopBuild and corresponding future financial information, ratios and public market multiples for publicly traded companies in the building products distribution sector that shared certain similar business and operating characteristics to TopBuild.
These companies were chosen based on Morgan Stanley’s knowledge of the industry and because they have businesses that may be considered similar to TopBuild’s business. Although none of such companies are identical or directly comparable to TopBuild, these companies are publicly traded companies with operations and/or other criteria, such as lines of business, markets, business risks, growth prospects, maturity of business and size and scale of business, that, for purposes of its analysis, Morgan Stanley considered similar to TopBuild.
For purposes of this analysis, for each of the selected publicly traded companies, Morgan Stanley analyzed the ratio of the AV, which Morgan Stanley defined as fully diluted equity value plus net debt of such company to its estimated EBITDA for each of calendar years 2026 and 2027, based on consensus research estimates.
The companies used in this comparison were the following:
| | Comparable Companies | | | | |
| | Installed Building Products, Inc. (“IBP”) | | | | |
| | Builders FirstSource, Inc. | | | | |
| | Core & Main, Inc. | | | | |
| | Ferguson Enterprises Inc. | | | | |
| | Pool Corporation | | | | |
| | Rexel S.A. | | | | |
| | SiteOne Landscape Supply, Inc. | | | | |
| | Watsco, Inc. | | | | |
| | Wesco International, Inc. | | | | |
The AV / EBITDA multiples of IBP, which in Morgan Stanley’s judgment was the most comparable company to TopBuild, for 2026 and 2027 were 16.7x and 15.9x, respectively. The AV / EBITDA multiples of the other comparable companies (excluding IBP) for 2026 ranged from 10.0x to 17.1x, and for 2027 ranged from 8.4x to 15.5x. Based on its analysis of the relevant metrics for each of these comparable companies and IBP and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV / 2026E EBITDA and AV / 2027E EBITDA multiples of 12.0x to 15.0x and 11.0x to 14.0x, respectively. Morgan Stanley applied these selected valuation ranges to TopBuild’s projected 2026 Adjusted EBITDA and 2027 Adjusted EBITDA, based on consensus research estimates. Morgan Stanley then calculated a range of implied equity values per TopBuild share as follows, in each case rounded to the nearest $1.00:
|
Calendar Year Financial Statistic
|
| |
Selected
Representative Range |
| |
Implied Equity Value
Per TopBuild Share |
|
|
AV / 2026E Adjusted EBITDA
|
| |
12.0x – 15.0x
|
| |
$361 – $475
|
|
|
AV / 2027E Adjusted EBITDA
|
| |
11.0x – 14.0x
|
| |
$355 – $478
|
|
Morgan Stanley further noted that, by applying the AV / EBITDA multiples of IBP only to TopBuild’s projected 2026 Adjusted EBITDA and 2027 Adjusted EBITDA, based on consensus research estimates, the
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implied equity values per TopBuild share, in each case rounded to the nearest $1.00, would be $539 for the AV / 2026 estimated Adjusted EBITDA and $557 for the AV / 2027 estimated Adjusted EBITDA.
Morgan Stanley compared the foregoing implied equity values per TopBuild share to the closing trading price of TopBuild shares as of April 17, 2026, the last trading day prior to the date of Morgan Stanley’s opinion, of $410 per share, and the implied value of the total merger consideration of $505 per TopBuild share.
No company included in the public trading comparable company analysis is identical to TopBuild. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions, and other matters, which are beyond the control of TopBuild. These include, among other things, the impact of competition on the business of TopBuild and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of TopBuild and the industry, and in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using comparable company data.
Other Factors
Morgan Stanley observed certain additional factors that were not considered part of its financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:
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Analyst Price Targets. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for TopBuild shares prepared and published by 13 equity research analysts as of April 17, 2026. These targets generally reflect each analyst’s estimate of the future public market trading price of TopBuild shares. The range of analyst price targets for TopBuild shares was $407 to $520 per share. The public market trading price targets published by securities research analysts do not necessarily reflect current market trading prices for TopBuild shares and these estimates are subject to uncertainties, including the future financial performance of TopBuild and future financial market conditions.
•
Historical Trading Range. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed the intraday low and high per share trading range for TopBuild shares for the 52-week period and 12-week period ending on April 17, 2026, respectively. Morgan Stanley observed that, during such periods, the trading range was $277 to $551 per TopBuild share for such 52-week period and $335 to $551 per TopBuild share for such 12-week period, in each case rounded to the nearest $1.00.
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Precedent Premia. For reference only and not as a component of its fairness analysis, Morgan Stanley reviewed, based on publicly available information, the premiums paid in selected transactions in the United States. Morgan Stanley considered premiums paid in selected public transactions since 2000 in which 100% of the target was acquired, the acquirer was a publicly traded company, the consideration was a mix of cash and stock, the target had an equity value between $10 billion and $30 billion, and the acquirer had no pre-existing ownership. The premiums paid in such transactions represented (i) a median of 27% to the unaffected share price one week prior to the announcement of the transaction and (ii) a median of 9% to the high closing stock price for the 52-week period. Based on this analysis and its professional judgment, Morgan Stanley selected reference premium ranges of (i) 20% to 40% to apply to the unaffected closing trading price of TopBuild shares as of April 17, 2026, the last trading day prior to the date of Morgan Stanley’s opinion, of $410 per share and (ii) 0% to 15% to apply to the high closing stock price for TopBuild shares for the 52-week period ending on April 17, 2026, of $551 per share. The analysis indicated a range of implied prices of $492 to $574 per share and $551 to $634 per TopBuild share, respectively, in each case rounded to the nearest $1.00.
Pro Forma Combined Company Analysis
QXO Discounted Cash Flow Analysis
Morgan Stanley performed a discounted cash flow analysis for QXO, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash
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flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per QXO share as of December 31, 2025, based on estimates of future Unlevered Free Cash Flow for fiscal years 2026 through 2030 contained in the QXO Management Standalone Projections for QXO, including net debt of QXO as of December 31, 2025, of $134 million. Morgan Stanley also calculated a range of terminal values of QXO based on an NTM Adjusted EBITDA terminal multiple range of 17.0x to 23.0x, which was selected based on Morgan Stanley’s professional judgment and experience. The estimated Unlevered Free Cash Flow and the range of terminal values were then discounted to December 31, 2025, by applying a discount rate range of 12.4% to 13.9%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect QXO’s estimated WACC.
This analysis indicated a range of implied equity values per QXO share of $17.68 to $24.25.
Pro Forma Discounted Cash Flow Accretion Analysis
Morgan Stanley performed a discounted cash flow accretion analysis, which is designed to compare the implied equity value to current stockholders of QXO on a standalone basis based on a discounted cash flow analysis for QXO with the implied equity value to current stockholders of QXO pro forma for the mergers based on discounted cash flow analyses for QXO and TopBuild. In this analysis, Morgan Stanley utilized the midpoint implied aggregate values derived from the discounted cash flow analysis for QXO as described above under “— Pro Forma Combined Company Analysis — QXO Discounted Cash Flow Analysis” and the discounted cash flow analysis for TopBuild as described above under “— Analyses Related to TopBuild — Discounted Cash Flow Analysis,” in order to assess the implied change in equity value on a fully diluted basis to the current QXO stockholders pro forma for the mergers.
Morgan Stanley adjusted the total pro forma implied aggregate value based on discounted cash flow analyses for QXO and TopBuild by the estimated pro forma net debt of QXO and TopBuild to arrive at a total implied pro forma equity value. Morgan Stanley then calculated the pro forma equity ownership of the current QXO stockholders based on the pro forma fully diluted shares outstanding (as adjusted for the mergers) and applied this to the total implied pro forma equity value, which yielded a result of $27,686 million. This equity value, compared with an equity value on a standalone basis to the current stockholders of QXO of $26,435 million, represents a 4.7% uplift.
General
In connection with the review of the mergers by the QXO board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of QXO or TopBuild. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of QXO or TopBuild. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.
Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view to QXO of the total merger consideration to be paid by QXO pursuant to the merger agreement and in connection with the delivery of its written opinion, dated April 18, 2026, to the QXO board. These analyses do not purport to be appraisals or to reflect the prices at which QXO shares might actually trade.
The total merger consideration to be paid by QXO pursuant to the merger agreement was determined through arm’s-length negotiations between QXO and TopBuild and was approved by the QXO board.
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Morgan Stanley provided advice to the QXO board during these negotiations but did not, however, recommend any specific consideration to QXO or the QXO board or that any specific consideration constituted the only appropriate consideration for the mergers.
Morgan Stanley’s opinion and its presentation to the QXO board was one of many factors taken into consideration by the QXO board in deciding to approve, adopt and authorize the merger agreement and the mergers. Consequently, the analyses described above should not be viewed as determinative of the opinion of the QXO board with respect to the total merger consideration pursuant to the merger agreement or of whether the QXO board would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.
QXO retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Morgan Stanley’s securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of QXO, TopBuild, or any other company, or any currency or commodity, that may be involved in the mergers, or any related derivative instrument.
Under the terms of its engagement letter, Morgan Stanley provided the QXO board with financial advisory services and a fairness opinion, described in this section and attached to this joint proxy statement/prospectus as Annex B, in connection with the mergers, and QXO has agreed to pay Morgan Stanley a fee for its services of $25 million, $5 million of which was payable as of Morgan Stanley’s delivery of its fairness opinion, and the remainder of which is payable if the mergers are consummated. In addition, QXO may, in its sole discretion, decide to pay Morgan Stanley an additional amount in recognition of the value contributed by Morgan Stanley in connection with its engagement. As of the date of this joint proxy statement/prospectus, the QXO board has made no determination with respect to such discretionary fee. QXO has also agreed to reimburse Morgan Stanley for certain of its expenses, including reasonable fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, QXO has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees and agents, and each other person, if any, controlling Morgan Stanley or any of its affiliates against losses, claims, damages and liabilities related to or arising out of Morgan Stanley’s engagement.
During the two years preceding the date of delivery of Morgan Stanley’s written opinion, Morgan Stanley and its affiliates have received aggregate fees of between $85 million and $110 million for financial advisory and financing services provided to QXO. Morgan Stanley will also receive customary fees from the arrangement of bridge facilities as further described in the commitment letter and related documentation. Morgan Stanley is also a lender under a QXO credit facility. During the two years preceding the date of delivery of Morgan Stanley’s written opinion, Morgan Stanley and its affiliates have not received any fees from TopBuild for the rendering of financial advisory or financing services. Morgan Stanley may also seek to provide financial advisory and financing services to QXO and TopBuild and their respective affiliates in the future and would expect to receive customary fees for the rendering of these services.
As of April 14, 2026, which was the most recent practicable date for such determination prior to the rendering of Morgan Stanley’s opinion, Morgan Stanley held, to its knowledge, an aggregate interest of between 10% and 11% in QXO shares and between 2% and 3% in TopBuild shares, which interests were held in connection with one or more of Morgan Stanley’s (i) investment management business, (ii) wealth management business, including client discretionary accounts and (iii) ordinary course trading activities, including hedging activities.
Opinions of TopBuild’s Financial Advisors
Opinion of Goldman Sachs & Co. LLC
Goldman Sachs rendered its opinion to the TopBuild board that, as of April 18, 2026 and based upon and subject to the factors and assumptions set forth therein, the per share merger consideration to be paid
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to the holders (other than QXO and its affiliates) of TopBuild shares pursuant to the merger agreement was fair from a financial point of view to such holders.
The full text of the written opinion of Goldman Sachs, dated April 18, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the TopBuild board in connection with its consideration of the transactions contemplated by the merger agreement. Goldman Sachs’ opinion is not a recommendation as to how any holder of TopBuild shares should vote or make any election with respect to the transactions contemplated by the merger agreement, or any other matter.
In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:
•
the merger agreement;
•
annual reports to stockholders and Annual Reports on Form 10-K of TopBuild for the five years ended December 31, 2025 and QXO for the year ended December 31, 2025;
•
certain other communications from TopBuild and QXO to their respective stockholders;
•
certain publicly available research analyst reports for TopBuild and QXO;
•
certain internal financial analyses and forecasts for QXO standalone prepared by its management; and
•
certain internal financial analyses and forecasts for TopBuild standalone prepared by its management, and certain financial analyses and forecasts for QXO pro forma for the transactions contemplated by the merger agreement prepared by the management of TopBuild, in each case, as approved for Goldman Sachs’ use by TopBuild, which are collectively referred to as the “TopBuild Forecasted Financial Information,” including certain operating synergies projected by the management of TopBuild to result from the transactions contemplated by the merger agreement, as approved for Goldman Sachs’ use by TopBuild, which are referred to in this section of this joint proxy statement/prospectus as the “Synergies” (as described in more detail in the section of this joint proxy statement/prospectus entitled “Certain Unaudited Prospective Financial Information”).
Goldman Sachs also held discussions with members of the respective senior managements of TopBuild and QXO regarding their assessment of the strategic rationale for, and the potential benefits of, the transactions contemplated by the merger agreement and the past and current business operations, financial condition, and future prospects of TopBuild and QXO; reviewed the reported price and trading activity for the TopBuild shares and QXO shares; compared certain financial and stock market information for TopBuild and QXO with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the building products distribution industry and in other industries and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.
For purposes of rendering this opinion, Goldman Sachs, with TopBuild’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with TopBuild’s consent that the TopBuild Forecasted Financial Information, including the Synergies, were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of TopBuild. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of TopBuild or QXO or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions contemplated by the merger agreement will be obtained without any adverse effect on TopBuild or QXO or on the expected benefits of the transactions contemplated by the merger agreement in any way meaningful to its analysis. Goldman Sachs also assumed that the transactions contemplated by the merger
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agreement will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.
Goldman Sachs’ opinion does not address the underlying business decision of TopBuild to engage in the transaction or the relative merits of the transaction as compared to any strategic alternatives that may be available to TopBuild; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than QXO and its affiliates) of TopBuild shares, as of the date of the opinion, of the per share merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the transactions contemplated by the merger agreement or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the transactions contemplated by the merger agreement, including any allocation of the per share merger consideration, the fairness of the transactions contemplated by the merger agreement to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of TopBuild; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of TopBuild or QXO, or class of such persons in connection with the transactions contemplated by the merger agreement, whether relative to the per share merger consideration to be paid to the holders (other than QXO and its affiliates) of TopBuild shares pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which QXO shares or TopBuild shares will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on TopBuild, QXO or the transactions contemplated by the merger agreement, or as to the impact of the transactions contemplated by the merger agreement on the solvency or viability of TopBuild or QXO or the ability of TopBuild or QXO to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.
The following is a summary of the material financial analyses delivered by Goldman Sachs to the TopBuild board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 17, 2026, the last trading day before the public announcement of the transactions contemplated by the merger agreement and is not necessarily indicative of current market conditions.
For purposes of its analysis, Goldman Sachs calculated an implied value of the per share merger consideration, assuming proration of 45% cash consideration and 55% stock consideration pursuant to the merger agreement, of $505.00 per TopBuild share by adding (i) the implied value of the cash consideration of $227.25 (accounting for proration) to (ii) the implied value of the stock consideration of $277.75, calculated by multiplying the implied exchange ratio of 11.110 (accounting for proration) by the closing price per share of QXO shares as of April 17, 2026.
Historical Stock Trading Analysis. Goldman Sachs analyzed the per share merger consideration to be paid to holders of TopBuild shares pursuant to the merger agreement in relation to (i) the closing price per TopBuild share on April 17, 2026, (ii) the volume weighted average price (“VWAP”) per TopBuild share for the preceding 30-trading day period ended April 17, 2026, (iii) the VWAP per TopBuild share for the preceding 90-trading day period ended April 17, 2026, and (iv) the median analyst price target per TopBuild share as of April 17, 2026.
This analysis indicated that the per share merger consideration to be paid to TopBuild stockholders pursuant to the merger agreement represented:
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•
a premium of 23% based on the closing price per TopBuild share on April 17, 2026 of $410.31;
•
a premium of 37% based on the VWAP per TopBuild share for the preceding 30-trading day period ended April 17, 2026 of $367.32;
•
a premium of 17% based on the VWAP per TopBuild share for the preceding 90-trading day period ended April 17, 2026 of $430.08; and
•
a premium of 17% based on the median analyst price target of $430.45 per TopBuild share as of April 17, 2026.
Illustrative Discounted Cash Flow Analysis — TopBuild Standalone. Using the TopBuild Forecasted Financial Information, Goldman Sachs performed an illustrative discounted cash flow analysis on TopBuild to derive a range of illustrative present values per TopBuild share. Using the mid-year convention for discounting cash flows and discount rates ranging from 9.75% to 11.75%, reflecting estimates of TopBuild’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2025 (i) estimates of unlevered free cash flow for TopBuild for the fiscal years 2026 through 2030 as reflected in the TopBuild Forecasted Financial Information and (ii) a range of illustrative terminal values for TopBuild, which were calculated by applying terminal year exit EV to last-twelve-month (“LTM”) adjusted EBITDA (“EV/LTM EBITDA”) multiples ranging from 9.5x to 12.5x, to a terminal year estimate of the adjusted EBITDA to be generated by TopBuild, as reflected in the TopBuild Forecasted Financial Information (which analysis implied perpetuity growth rates ranging from 2.5% to 6.0%). The range of terminal year exit EV/LTM EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of TopBuild and of certain publicly traded companies, as described below in the section captioned “— Selected Public Company Comparables Analysis.” Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including TopBuild’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for TopBuild, as well as certain financial metrics for the United States financial markets generally.
Goldman Sachs derived ranges of illustrative enterprise values for TopBuild by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for TopBuild the amount of TopBuild’s total debt and debt-like items and added the amount of TopBuild’s cash and cash equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of TopBuild, to derive a range of illustrative equity values for TopBuild. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding TopBuild shares, as provided by and approved for Goldman Sachs’ use by the management of TopBuild, using the treasury stock method, to derive a range of illustrative present values per TopBuild share ranging from $362 to $542, rounded to the nearest dollar.
Illustrative Discounted Cash Flow Analysis — Pro Forma Combined Company. Using the TopBuild Forecasted Financial Information, including the Synergies, Goldman Sachs performed an illustrative discounted cash flow analysis on the pro forma combined company to derive a range of illustrative present values of the per share merger consideration to be paid per TopBuild share. Using the mid-year convention for discounting cash flows and discount rates ranging from 10.00% to 11.75%, reflecting estimates of the pro forma combined company’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2025 (i) estimates of unlevered free cash flow for the pro forma combined company for the fiscal years 2026 through 2030 as reflected in the TopBuild Forecasted Financial Information, including the Synergies, and (ii) a range of illustrative terminal values for the pro forma combined company, which were calculated by applying terminal year exit EV/LTM EBITDA multiples ranging from 12.5x to 16.5x, to a terminal year estimate of the adjusted EBITDA to be generated by the pro forma combined company, as reflected in the TopBuild Forecasted Financial Information, including the Synergies (which analysis implied perpetuity growth rates ranging from 5.1% to 8.0%). The range of terminal year exit EV/LTM EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the TopBuild Forecasted Financial Information, including the Synergies, and the historical EV/LTM EBITDA multiples of TopBuild, QXO and certain publicly traded companies, as described below in the section captioned “— Selected Public Company Comparables Analysis.” Goldman
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Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the pro forma combined company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the pro forma combined company, as well as certain financial metrics for the United States financial markets generally.
Goldman Sachs derived ranges of illustrative enterprise values for the pro forma combined company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the pro forma combined company the amount of the pro forma combined company’s total debt and debt-like items and added the amount of the pro forma combined company’s cash and cash equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of TopBuild, to derive a range of illustrative equity values for the pro forma combined company. Goldman Sachs then divided the range of illustrative pro forma equity values it derived by the number of fully diluted outstanding shares of the pro forma combined company, as provided by and approved for Goldman Sachs’ use by the management of TopBuild, using the treasury stock method. Goldman Sachs then multiplied the resulting range of implied equity values per TopBuild share of the pro forma combined company by the implied exchange ratio of 11.110 and added the implied cash consideration of $227.25 per TopBuild share to derive a range of illustrative present values of the per share merger consideration to be paid per TopBuild share ranging from $464 to $594, rounded to the nearest dollar.
Illustrative Present Value of Future Share Price Analysis — TopBuild Standalone. Using the TopBuild Forecasted Financial Information, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per TopBuild share. For this analysis, Goldman Sachs first calculated the implied enterprise value for TopBuild as of December 31 for each of the fiscal years 2026 through 2028, by applying a range of multiples of illustrative EV to next twelve month (“NTM”) adjusted EBITDA (“EV/NTM EBITDA”) of 9.0x to 13.0x to estimates of TopBuild’s adjusted EBITDA for each of the fiscal years 2027 through 2029. This illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for TopBuild.
Goldman Sachs then subtracted the amount of TopBuild’s total debt and debt-like items and expenditures related to mergers and acquisitions transactions, and added the amount of TopBuild’s cash and cash equivalents for each of the fiscal years 2026 to 2028, each as provided by and approved for Goldman Sachs’ use by the management of TopBuild, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for TopBuild for each of the fiscal years 2026 to 2028. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding TopBuild shares for each of fiscal years 2026 to 2028, calculated using information provided by and approved for Goldman Sachs’ use by the management of TopBuild, to derive a range of implied future values per TopBuild share. Goldman Sachs then discounted these implied future equity values per TopBuild share to December 31, 2025, using an illustrative discount rate of 12.0%, reflecting an estimate of TopBuild’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $284 to $522 per TopBuild share, rounded to the nearest dollar.
Illustrative Present Value of Future Share Price Analysis — Pro Forma Combined Company. Using the TopBuild Forecasted Financial Information, including the Synergies, Goldman Sachs performed an illustrative analysis of the implied present value of the per share merger consideration to be paid per TopBuild share. For this analysis, Goldman Sachs first calculated the implied enterprise value for the pro forma combined company as of December 31 for each of the fiscal years 2026 through 2028, by applying a range of multiples of illustrative EV/NTM EBITDA of 14.25x to 19.25x to estimates of the pro forma combined company’s adjusted EBITDA for each of the fiscal years 2027 through 2029. This illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for TopBuild, QXO and certain publicly traded companies, as described below in the section captioned “— Selected Public Company Comparables Analysis.”
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Goldman Sachs then subtracted the amount of the pro forma combined company’s total debt and debt-like items and expenditures related to mergers and acquisitions transactions, and added the amount of the pro forma combined company’s cash and cash equivalents for each of the fiscal years 2026 to 2028, each as provided by and approved for Goldman Sachs’ use by the management of TopBuild, from the respective implied enterprise values for the pro forma combined company in order to derive a range of illustrative equity values as of December 31 for the pro forma combined company for each of the fiscal years 2026 to 2028. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of common stock of the pro forma combined company for each of fiscal years 2026 to 2028, calculated using information provided by and approved for Goldman Sachs’ use by the management of TopBuild, to derive a range of implied future values per share of common stock of the pro forma combined company. Goldman Sachs then discounted these implied future equity values per share of common stock of the pro forma combined company to December 31, 2025, using an illustrative discount rate of 12.0%, reflecting an estimate of the pro forma combined company’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then multiplied the range of implied future values per share of the pro forma combined company by the implied exchange ratio of 11.110, and added the implied cash consideration of $227.25 per TopBuild share. This analysis resulted in a range of illustrative present values of the per share merger consideration to be paid per TopBuild share of $414 to $600, rounded to the nearest dollar.
Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the building products distribution industry since 2016. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM adjusted EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to TopBuild, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of TopBuild’s results, market sizes and product profile.
The following table presents the results of this analysis:
| | | |
Selected Transactions
|
| |
EV/LTM
EBITDA |
| |||
|
Announcement Date
|
| |
Acquiror
|
| |
Target
|
| |||
| February 2026 | | | QXO, Inc. | | | Kodiak Building Partners | | |
10.7x
|
|
| October 2025 | | | TopBuild Corp. | | | Specialty Products and Insulation | | |
13.3x
|
|
| August 2025 | | | Lowe’s Companies, Inc. | | | Foundation Building Materials, Inc. | | |
13.9x
|
|
| July 2025 | | | TopBuild Corp. | | | Progressive Roofing | | |
9.1x
|
|
| June 2025 | | | The Home Depot, Inc. | | | GMS Inc. | | |
11.0x
|
|
| March 2025 | | | QXO, Inc. | | | Beacon Roofing Supply, Inc. | | |
11.8x
|
|
| March 2024 | | | The Home Depot, Inc. | | | SRS Distribution, Inc. | | |
16.1x
|
|
| July 2023 | | | TopBuild Corp. | | | Specialty Products and Insulation | | |
12.6x
|
|
| September 2021 | | | TopBuild Corp. | | | Distribution International | | |
13.3x
|
|
| December 2020 | | | Foundation Building Materials, Inc. | | | Beacon Interiors | | |
11.7x
|
|
| November 2020 | | | American Securities LLC | | | Foundation Building Materials, Inc. | | |
8.3x
|
|
| August 2020 | | | Builders FirstSource, Inc. | | | BMC Stock Holdings, Inc. | | |
9.3x
|
|
| August 2020 | | | Clayton, Dubilier & Rice, LLC | | | White Cap | | |
8.9x
|
|
| April 2018 | | | GMS Inc. | | | WSB Titan | | |
9.2x
|
|
| March 2018 | | | TopBuild Corp. | | | United Subcontractors, Inc. | | |
10.2x
|
|
| January 2018 | | | HD Supply Holdings, Inc. | | | A.H. Harris Construction Supplies | | |
~9.0x
|
|
| August 2017 | | | Beacon Roofing Supply, Inc. | | | Allied Building Products Corp. | | |
13.7x
|
|
| August 2016 | | | ABC Supply Co., Inc. | | | L&W Supply | | |
12.9x
|
|
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Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/LTM EBITDA multiples of 11.3x to 16.1x to TopBuild’s LTM adjusted EBITDA as of December 31, 2025, as provided by and approved for Goldman Sachs’ use by the management of TopBuild, to derive a range of implied enterprise values for TopBuild. Goldman Sachs then subtracted the net debt of TopBuild, as provided by and approved for Goldman Sachs’ use by the management of TopBuild, and divided the result by the number of fully diluted outstanding TopBuild shares as of April 17, 2026, as provided by and approved for Goldman Sachs’ use by the management of TopBuild, to derive a reference range of implied values per TopBuild share of $363 to $556, rounded to the nearest dollar.
Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for cash and stock acquisition transactions announced since 2016 involving a public company based in the United States as the target where the disclosed enterprise values for the transactions were greater than $10 billion. This analysis excluded transactions with premia greater than 200% relative to the target’s last undisturbed closing price prior to announcement, using information obtained from FactSet Research Systems Inc. (“FactSet”). For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 41 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 20% across the period. This analysis also indicated a 25th percentile premium of 13% and 75th percentile premium of 32% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 13% to 32% to the undisturbed closing price per TopBuild share of $410.31 as of April 17, 2026 and calculated a range of implied equity values per TopBuild share of $464 to $542, rounded to the nearest dollar.
Selected Public Company Comparables Analysis. Goldman Sachs reviewed and compared certain financial information for TopBuild to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the building products distribution industry, which we refer to in this section of this joint proxy statement/prospectus as the “Selected Companies”:
Building Products Distribution
•
Builders FirstSource Inc.
•
Core & Main, Inc.
•
Ferguson Enterprises Inc.
•
Hillman Solutions Corp.
•
Installed Building Products, Inc.
•
Pool Corporation
•
SiteOne Landscape Supply, Inc.
•
WESCO International, Inc.
•
Watsco, Inc.
Scaled Building Products Distribution
•
Ferguson Enterprises Inc.
•
Lowe’s Companies, Inc.
•
The Home Depot, Inc.
Although none of the Selected Companies is directly comparable to TopBuild, the Selected Companies included were chosen because they are publicly traded companies in the building products distribution industry with operations that, for purposes of analysis, may be considered similar to certain operations of TopBuild.
Goldman Sachs also calculated and compared various financial multiples based on financial and trading data as of April 17, 2026, information Goldman Sachs obtained from public filings and FactSet
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median estimates. With respect to TopBuild and the selected companies, Goldman Sachs calculated EV/LTM EBITDA and EV/NTM EBITDA multiples.
| | | |
Median EV/LTM EBITDA
Since 2022 |
| |||
|
TopBuild
|
| | | | 10.7x | | |
|
Building Products Distribution
|
| | | | 12.8x | | |
|
Scaled Building Products Distribution
|
| | | | 13.6x | | |
| | | |
Median EV/NTM EBITDA
Since 2022 |
| |||
|
TopBuild
|
| | | | 10.2x | | |
|
Building Products Distribution
|
| | | | 12.2x | | |
The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to TopBuild or QXO or the contemplated transaction.
Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the TopBuild board as to the fairness from a financial point of view to the holders (other than QXO and its affiliates) of TopBuild shares of the per share merger consideration to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of TopBuild, QXO, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.
The per share merger consideration was determined through arm’s-length negotiations between TopBuild and QXO and was approved by the TopBuild board. Goldman Sachs provided advice to TopBuild during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to TopBuild or the TopBuild board or that any specific amount of consideration constituted the only appropriate consideration for the transactions contemplated by the merger agreement.
As described above, Goldman Sachs’ opinion to the TopBuild board was one of many factors taken into consideration by the TopBuild board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.
Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of TopBuild, QXO, any of their respective affiliates and third parties, including Jacobs Private Equity II, LLC (“Jacobs Private Equity”) and Brad Jacobs, each, a significant shareholder of QXO (collectively, “Relevant Entities”), any of their respective affiliates and, as applicable, portfolio companies, or any currency or commodity that may be involved in the transaction contemplated by the merger agreement. As of April 18, 2026, Goldman Sachs Investment Banking had an
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existing lending relationship with QXO. Goldman Sachs acted as financial advisor to TopBuild in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the merger agreement. During the two-year period ended April 18, 2026, Goldman Sachs Investment Banking has not been engaged by TopBuild or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs Investment Banking has provided certain financial advisory and/or underwriting services to QXO and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as placement agent in connection with a private placement by QXO in July 2024; as financial advisor to QXO in connection with its acquisition of Beacon Roofing Supply, Inc. in April 2025; as bookrunner in connection with a bridge financing by QXO in April 2025; as bookrunner in connection with the issuance of a term loan B and senior secured notes by QXO in April 2025; as bookrunner in connection with the issuance by QXO of common stock, depositary shares and a mandatory convertible security by QXO in May 2025; as bookrunner in connection with the issuance of common stock by QXO in June 2025; and as placement agent in connection with a private placement by QXO in January 2026 (the “January 2026 Private Placement”), pursuant to which Goldman Sachs Investment Banking may earn additional fees upon closing of a potential future acquisition by QXO, which would be payable pro rata with any amounts drawn of the proceeds from the January 2026 Private Placement. Based on the remaining undrawn amount of such proceeds, potential fees payable to Goldman Sachs would be less than $3.5 million. Any such fees will be paid by QXO in its sole discretion and could potentially apply to the transactions contemplated by the merger agreement. During the two-year period ended April 18, 2026, Goldman Sachs Investment Banking has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to QXO and/or its affiliates of less than $100 million. As of April 18, 2026, Goldman Sachs Investment Banking was mandated by QXO and/or its Related Entities (excluding, if applicable, any significant shareholders and their other affiliates) to provide financial advisory and/or underwriting services unrelated to the transactions contemplated by the merger agreement with respect to one or more matters, including in connection with the January 2026 Private Placement, and, if all such matters were to be consummated, Goldman Sachs Investment Banking expected, as of April 18, 2026, that it would recognize compensation in an aggregate amount less than the transaction fee expected in connection with the transactions contemplated by the merger agreement. One or more members of the Goldman Sachs Investment Banking team working with TopBuild in connection with the transactions contemplated by the merger agreement are also involved in one or more of such mandates. As of April 18, 2026, Goldman Sachs Investment Banking was not soliciting QXO and/or its Related Entities (excluding, if applicable, any significant shareholders and their other affiliates) to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. Goldman Sachs Investment Banking also has provided certain financial advisory and/or underwriting services to Jacobs Private Equity and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to Jacobs Private Equity in connection with its investment in SilverSun Technologies, Inc. in June 2024; as financial advisor to RXO, Inc., a portfolio company of Jacobs Private Equity (“RXO”), in connection with its acquisition of Coyote Logistics in September 2024; as bookrunner in connection with a bridge financing by RXO in September 2024; as bookrunner in connection with an offering of common stock by RXO in September 2024; as bookrunner in connection with a bank loan of XPO Logistics, Inc., a portfolio company of Jacobs Private Equity, in February 2025; as bookrunner in connection with an issuance of investment grade bonds by GXO Logistics, Inc., a portfolio company of Jacobs Private Equity, in November 2025; and as bookrunner in connection with an offering of senior unsecured notes by RXO in February 2026. During the two-year period ended April 18, 2026, Goldman Sachs Investment Banking has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Jacobs Private Equity and/or its affiliates and portfolio companies of less than $35 million. As of April 18, 2026, Goldman Sachs Investment Banking was mandated by Jacobs Private Equity and/or its Related Entities (excluding QXO and its subsidiaries) to provide financial advisory and/or underwriting services unrelated to the transactions contemplated by the merger agreement with respect to multiple matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking expected, as of April 18, 2026, that it would recognize compensation in an aggregate amount less than the transaction fee expected in connection with the transactions contemplated by the merger agreement. In addition, as is typical of investment banks, as of April 18, 2026, Goldman Sachs Investment Banking was soliciting Jacobs Private Equity and/or its Related Entities (excluding QXO and its subsidiaries) to work on financial advisory and/or underwriting matters
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unrelated to the transactions contemplated by the merger agreement on which it has not been, and may not be, mandated. As of April 18, 2026, Goldman Sachs Investment Banking was not in a position to estimate the amount of compensation, if any, it would expect to recognize with respect to such matters, but it expected that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. One or more members of the Goldman Sachs Investment Banking team working with TopBuild in connection with the transactions contemplated by the merger agreement is also involved in one or more of such mandates and/or solicitations. During the two-year period ended April 18, 2026, Goldman Sachs Investment Banking has not been engaged by Brad Jacobs or his affiliates (excluding QXO, Inc., Jacobs Private Equity and their respective subsidiaries) to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. As of April 18, 2026, Goldman Sachs Investment Banking was not mandated by Brad Jacobs and/or affiliates of Brad Jacobs (excluding QXO, Jacobs Private Equity and their respective subsidiaries) to provide to any such person financial advisory and/or underwriting services. As of April 18, 2026, Goldman Sachs Investment Banking was not soliciting Brad Jacobs and/or affiliates of Brad Jacobs (excluding QXO, Jacobs Private Equity and their respective subsidiaries) to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Entities and their respective affiliates and/or as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.
As of April 18, 2026, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in TopBuild and/or its affiliates (excluding any significant shareholder and its other affiliates), (ii) no direct GS Principal Investment in QXO and/or its affiliates (excluding any significant shareholder and its other affiliates), (iii) no direct GS Principal Investments in Jacobs Private Equity or its Related Entities (excluding QXO, TopBuild or their other respective affiliates) and (iv) no direct GS Principal Investments in affiliates of Brad Jacobs (excluding QXO, TopBuild, Jacobs Private Equity or their other respective affiliates). As of April 18, 2026, funds managed by affiliates of Goldman Sachs Investment Banking were not co-invested with Jacobs Private Equity and/or its affiliates and had not invested in equity interests of funds managed by affiliates of Jacobs Private Equity. Such funds managed by affiliates of Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, Jacobs Private Equity and/or its affiliates or funds managed thereby in the future.
On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Entities, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.
For purposes of this section of this joint proxy statement/prospectus, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:
“GS Principal Investments” (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make Investments in,
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the Relevant Entities or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.
“Related Entities” are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.
The TopBuild board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transactions contemplated by the merger agreement. Pursuant to a letter agreement dated February 2, 2026, TopBuild engaged Goldman Sachs to act as its financial advisor in connection with the transactions contemplated by the merger agreement. The engagement letter between TopBuild and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $70 million, $2.5 million of which became payable at announcement of the transactions contemplated by the merger agreement, and the remainder of which is contingent upon consummation of the transactions contemplated by the merger agreement. In addition, TopBuild has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.
Opinion of RBC Capital Markets, LLC
TopBuild engaged RBCCM as a financial advisor to TopBuild in connection with the mergers. As part of this engagement, among other things, the TopBuild board requested that RBCCM evaluate the fairness, from a financial point of view, of the per share merger consideration to be received pursuant to the merger agreement by holders of TopBuild shares (other than QXO, Titanium Merger Sub, Forward Merger Sub and their respective affiliates). At an April 18, 2026 meeting of the TopBuild board held to evaluate the mergers, RBCCM rendered an oral opinion, confirmed by delivery of a written opinion dated April 18, 2026, to the TopBuild board to the effect that, as of that date and based on and subject to the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken as described in the opinion, the per share merger consideration to be received pursuant to the merger agreement by holders of TopBuild shares (other than QXO, Titanium Merger Sub, Forward Merger Sub and their respective affiliates) was fair, from a financial point of view, to such holders.
The full text of RBCCM’s written opinion, dated April 18, 2026, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. The written opinion sets forth, among other things, the procedures followed, assumptions made, factors considered and qualifications and limitations on the review undertaken by RBCCM in connection with its opinion. The following summary of RBCCM’s opinion is qualified in its entirety by reference to the full text of the opinion. RBCCM delivered its opinion to the TopBuild board for the benefit, information and assistance of the TopBuild board (in its capacity as such) in connection with its evaluation of the per share merger consideration. RBCCM’s opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the per share merger consideration (to the extent expressly specified in such opinion) and did not address any other aspect of the mergers. RBCCM’s opinion also did not address the underlying business decision of TopBuild to engage in the mergers or the relative merits of the mergers compared to any alternative business strategy or transaction that may be available to TopBuild or which TopBuild might engage in or consider. RBCCM did not express any opinion and does not make any recommendation to any securityholder as to any election made by such securityholder with respect to the per share merger consideration or how such securityholder should vote or act with respect to the mergers or any proposal to be voted upon in connection with the mergers or otherwise.
For purposes of rendering its opinion, RBCCM undertook such review, inquiries and analyses as it deemed necessary or appropriate under the circumstances, including the following:
•
reviewed the financial terms of an execution version, provided to RBCCM on April 18, 2026, of the merger agreement;
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•
reviewed certain publicly available financial and other information, and certain historical operating data, relating to TopBuild and QXO made available to RBCCM from published sources and internal records of TopBuild and QXO, respectively;
•
reviewed certain financial projections and other estimates and data relating to TopBuild provided by the management of TopBuild inclusive of estimated growth from future acquisitions, and certain financial projections and other estimates and data relating to the pro forma combined company provided by the management of TopBuild inclusive of certain estimates as to potential net cost savings, revenue enhancements and other benefits expected by the management of TopBuild to be realized from the mergers, which projections and other estimates and data RBCCM was directed by TopBuild to utilize for purposes of RBCCM’s analyses and opinion;
•
held discussions with members of the senior managements of TopBuild and QXO with respect to the businesses, prospects and financial outlook of TopBuild, QXO and the pro forma combined company;
•
reviewed the reported prices and trading activity for TopBuild shares and QXO shares;
•
compared certain financial metrics of TopBuild with those of selected publicly traded companies that RBCCM considered generally relevant in evaluating TopBuild;
•
reviewed certain financial terms of selected precedent transactions that RBCCM considered generally relevant in evaluating the mergers;
•
reviewed certain potential pro forma financial effects of the mergers on TopBuild relative to TopBuild on a standalone basis based on financial projections and other estimates and data relating to TopBuild and the pro forma combined company provided to RBCCM by the management of TopBuild; and
•
considered other information and performed other studies and analyses as RBCCM deemed appropriate.
In rendering its opinion, RBCCM assumed and relied upon the accuracy and completeness of all information that was reviewed by RBCCM, including all financial, legal, tax, accounting, operating and other information provided to or discussed with RBCCM by or on behalf of TopBuild and QXO (including, without limitation, financial statements and related notes), and upon the assurances of the respective managements and other representatives of TopBuild and QXO that they were not aware of any relevant information that was omitted or that remained undisclosed to RBCCM. RBCCM did not assume responsibility for independently verifying and did not independently verify such information. RBCCM assumed that the financial projections and other estimates and data (including as to future acquisitions and as to net cost savings, revenue enhancements and other benefits expected by the management of TopBuild to result from the mergers) that RBCCM was directed to utilize in its analyses were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of TopBuild as to the future financial performance of, and were an appropriate basis upon which to evaluate, TopBuild and the pro forma combined company, such potential net cost savings, revenue enhancements and other benefits, potential pro forma effects of the mergers and the other matters covered thereby and RBCCM further assumed that the financial results reflected therein, including the potential net cost savings and other benefits expected by the management of TopBuild to result from the mergers, will be realized in the amounts and at the times projected. RBCCM expressed no opinion as to any such financial projections or other estimates and data utilized in RBCCM’s analyses or the assumptions upon which they were based.
RBCCM relied upon the assessments of the managements of TopBuild and QXO as to, among other things, (i) the potential impact on TopBuild and QXO of market, competitive, cyclical, seasonal, macroeconomic, geopolitical and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or affecting, the building products distribution industry, including the markets thereof in which TopBuild and QXO operate and the availability and pricing of, and trade policies affecting, commodities, raw materials and finished goods, (ii) future acquisitions and other growth opportunities for TopBuild and QXO, including the likelihood, timing and associated costs thereof and ability of TopBuild and QXO to execute on such acquisitions and other growth opportunities, (iii) existing and future agreements and arrangements involving, and the ability to attract, retain and/or
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replace, key employees, customers, suppliers, manufacturers and other commercial relationships of TopBuild and QXO, and (iv) the ability to integrate the operations of TopBuild and QXO and to realize the potential net cost savings, revenue enhancements and other benefits expected by the management of TopBuild to result from the mergers as contemplated. RBCCM assumed that there would be no developments with respect to any of the foregoing that would have an adverse effect on TopBuild, QXO or the mergers (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to its analyses or opinion.
In connection with its opinion, RBCCM did not assume any responsibility to perform, and it did not perform, an independent valuation or appraisal of any of the assets or liabilities (contingent, off-balance sheet, accrued, derivative or otherwise) of or relating to TopBuild, QXO or any other entity and RBCCM was not furnished with any such valuations or appraisals. RBCCM did not assume any obligation to conduct, and it did not conduct, any physical inspection of the properties or facilities of TopBuild, QXO or any other entity. RBCCM was not requested to make, and did not make, an independent evaluation of, and expressed no opinion or view as to, any pending or potential litigation, claims, governmental, regulatory or other proceedings or investigations or possible unasserted claims or other contingent liabilities affecting TopBuild, QXO or any other entity. RBCCM also did not evaluate the solvency or fair value of TopBuild, QXO or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. In connection with its engagement, RBCCM was not requested to, and did not, conduct a formal process on behalf of TopBuild to solicit third-party indications of interest in all or a part of TopBuild.
RBCCM assumed that the mergers would be consummated in accordance with their respective terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, permits, waivers and agreements for the mergers, no delay, limitation, restriction or condition would be imposed or occur, including any divestiture or other requirements, that would have an adverse effect on TopBuild, QXO or the mergers (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to RBCCM’s analyses or opinion. RBCCM assumed that the mergers would constitute a reorganization for U.S. federal income tax purposes and would otherwise qualify for the intended tax treatment contemplated by the merger agreement. In addition, RBCCM assumed that the final executed merger agreement would not differ in any respect meaningful to its analyses or opinion from the execution version that RBCCM reviewed.
RBCCM’s opinion speaks only as of the date of the opinion, was based on conditions as they existed and information supplied or reviewed as of the date of the opinion, and is without regard to any market, economic, financial, legal, regulatory or other circumstances or event of any kind or nature that may exist or occur after such date. RBCCM did not undertake and has no obligation to reaffirm, revise or update its opinion or otherwise comment upon events occurring after the date of its opinion with respect to its opinion. RBCCM did not express any opinion as to the actual value of QXO shares when issued in connection with the Titanium Merger or the prices or range of prices at which QXO shares, TopBuild shares or any other securities of QXO, TopBuild or related entities may trade or otherwise be transferable at any time, including following announcement or consummation of the mergers. As the TopBuild board was aware, the credit, financial and stock markets, the industries in which TopBuild and QXO operate and the securities of TopBuild and QXO have experienced and may continue to experience volatility and disruptions, and RBCCM expressed no opinion or view as to any potential effects of such volatility or disruptions on TopBuild, QXO or the mergers (including the contemplated benefits thereof).
RBCCM’s opinion addressed only the fairness, from a financial point of view and as of the date of the opinion, of the per share merger consideration (to the extent expressly specified in the opinion), without regard to individual circumstances of specific holders that may distinguish such holders (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) or the securities of TopBuild held by such holders nor did RBCCM’s opinion address proportionate allocation or relative fairness. RBCCM’s opinion did not in any way address any other terms, conditions, implications or other aspects of the mergers or the merger agreement, including, without limitation, the form or structure of the per share merger consideration or the mergers, any allocation or proration of the per share merger consideration, any support agreement, governance or financing arrangements or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the mergers or otherwise. RBCCM’s
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opinion did not address the underlying business decision of TopBuild to engage in the mergers or the relative merits of the mergers compared to any alternative business strategy or transaction that may be available to TopBuild or which TopBuild might engage in or consider. RBCCM did not express any opinion or view with respect to, and RBCCM relied upon the assessments of TopBuild and its representatives regarding, legal, regulatory, tax, accounting and similar matters, including, without limitation, tax or other consequences resulting from the mergers or otherwise or changes in, or the impact of, accounting standards or tax or other laws, regulations and governmental and legislative policies affecting TopBuild, QXO or the mergers (including the contemplated benefits thereof), as to which RBCCM understood that TopBuild obtained such advice as TopBuild deemed necessary from qualified professionals. Further, in rendering its opinion, RBCCM did not express any view on, and its opinion did not address, the fairness of the amount or nature of the compensation (if any) or other consideration to any officers, directors or employees of any party, or class of such persons, relative to the per share merger consideration or otherwise. The issuance of RBCCM’s opinion was approved by RBCCM’s fairness opinion committee.
In preparing its opinion to the TopBuild board, RBCCM performed various financial and comparative analyses, including those described below. The summary below of RBCCM’s material financial analyses provided to the TopBuild board in connection with RBCCM’s opinion is not a comprehensive description of all analyses undertaken or factors considered by RBCCM in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. RBCCM believes that the analyses and factors summarized below must be considered as a whole and in context.
In arriving at its opinion, RBCCM employed several analytical methodologies and considered various financial matters and no one method of analysis should be regarded as critical to the overall conclusion reached by RBCCM. Each analytical technique and financial consideration has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The overall conclusion reached by RBCCM was based on all analyses and factors presented, taken as a whole, and also on application of RBCCM’s experience and judgment. Such conclusion may have involved significant elements of subjective judgment and qualitative analysis and no opinion was given as to the value or merit standing alone of any one or more portions of such analyses or factors.
In performing its analyses, RBCCM considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of TopBuild and QXO. The estimates of the future performance of TopBuild or QXO in or underlying RBCCM’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those estimates or those suggested by RBCCM’s analyses. The analyses do not purport to be appraisals or to reflect the prices at which a company or business might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the implied reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as RBCCM’s view of the actual value of TopBuild or QXO.
The per share merger consideration was determined through negotiations between TopBuild and QXO and the decision of TopBuild to enter into the merger agreement was solely that of the TopBuild board. RBCCM’s opinion and analyses were only one of many factors considered by the TopBuild board in its evaluation of the mergers and should not be viewed as determinative of the views of the TopBuild board, TopBuild’s management or any other party with respect to the mergers or the consideration payable in the mergers.
Financial Analyses
The summary of the financial analyses described below under this heading “— Financial Analyses” is a summary of the material financial analyses provided by RBCCM to the TopBuild board in connection with RBCCM’s opinion, dated April 18, 2026. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by RBCCM, the tables must be read together with the text of each summary. The tables alone do not constitute a complete
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description of the financial analyses. Selecting portions of RBCCM’s financial analyses or factors considered or focusing on the data set forth in the tables below without considering all analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of RBCCM’s financial analyses. Future results may differ from those described and such differences may be material. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. For purposes of the financial analyses described below, the term “adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization, adjusted for stock compensation expense and one-time non-recurring items.
Selected Public Companies Analysis. RBCCM performed a selected public companies analysis of TopBuild in which RBCCM reviewed certain financial and stock market information of TopBuild and the following nine selected publicly traded companies in the building products distribution industry that RBCCM considered generally relevant for purposes of analysis (collectively, the “selected companies”):
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Builders FirstSource, Inc.
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Core & Main, Inc.
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Ferguson Enterprises Inc.
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Hillman Solutions Corp.
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Installed Building Products, Inc.
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Pool Corporation
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SiteOne Landscape Supply, Inc.
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Watsco, Inc.
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WESCO International, Inc.
RBCCM reviewed, among other things, enterprise values of the selected companies, calculated as equity values based on closing stock prices on April 17, 2026, plus total debt, preferred stock and non-controlling interests and less cash, cash equivalents and equity investments in affiliates, as a multiple of calendar year 2026 adjusted EBITDA. Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information. Financial data of TopBuild were based on financial projections and other estimates and data of TopBuild’s management, publicly available research analysts’ estimates, public filings and other publicly available information.
The overall low to high calendar year 2026 estimated adjusted EBITDA multiples observed for the selected companies were 8.8x to 21.6x (with a mean of 14.2x and a median of 14.3x). RBCCM then applied selected ranges of calendar year 2026 estimated adjusted EBITDA multiples derived from the selected companies of 10.1x to 16.7x to corresponding data of TopBuild based on financial projections and other estimates of TopBuild’s management. This analysis indicated the following implied equity value per share reference range for TopBuild, as compared to the per share merger consideration:
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Implied Equity Value Per Share Reference Range
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| |
Per Share Merger Consideration
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|
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$302.73 – $577.86
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| |
$505.00
|
|
No company or business used in this analysis is identical to TopBuild. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which TopBuild was compared.
Selected Precedent Transactions Analysis. RBCCM performed a selected precedent transactions analysis of the mergers in which RBCCM reviewed, to the extent publicly available, certain financial information relating to the following 18 selected precedent transactions involving companies with operations in the building products distribution industry that RBCCM considered generally relevant for purposes of analysis (collectively, the “selected transactions”):
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Announcement Date
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Acquiror
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Target
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| February 2026 | | |
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QXO, Inc.
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Kodiak Building Partners Inc.
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| October 2025 | | |
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TopBuild Corp.
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Specialty Products and Insulation LLC
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| August 2025 | | |
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Lowe’s Companies, Inc.
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Foundation Building Materials, Inc.
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| July 2025 | | |
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TopBuild Corp.
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PR Midco LLC, d/b/a Progressive Roofing
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| June 2025 | | |
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The Home Depot, Inc.
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GMS Inc.
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| March 2025 | | |
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QXO, Inc.
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Beacon Roofing Supply, Inc.
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| March 2024 | | |
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The Home Depot, Inc.
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SRS Distribution Inc.
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| July 2023 | | |
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TopBuild Corp.
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Specialty Products and Insulation LLC
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| September 2021 | | |
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TopBuild Corp.
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DI Super Holdings, Inc. (Distribution International)
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| December 2020 | | |
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Foundation Building Materials, Inc.
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Beacon Roofing Supply, Inc. (Interior Products and Insulation Business)
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| November 2020 | | |
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American Securities LLC
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Foundation Building Materials, Inc.
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| August 2020 | | |
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Builders FirstSource, Inc.
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BMC Stock Holdings, Inc.
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| August 2020 | | |
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Clayton Dublier & Rice LLC
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HD Supply Holdings Inc. (White Cap Business)
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| April 2018 | | |
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GMS Inc.
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WSB Titan related entities
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| March 2018 | | |
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TopBuild Corp.
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United Subcontractors, Inc.
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| January 2018 | | |
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HD Supply Holdings, Inc.
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A.H. Harris Construction Supplies
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| August 2017 | | |
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Beacon Roofing Supply, Inc.
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Allied Building Products Corp.
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| August 2016 | | |
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ABC Supply Co., Inc.
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L&W Supply Corporation
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RBCCM reviewed, among other things, transaction values, based on the consideration paid or payable in the selected transactions, as a multiple, to the extent publicly available, of the target company’s or business’ latest 12 months adjusted EBITDA as of the announcement date of the relevant transaction. Financial data for the selected transactions were based on publicly available research analysts’ estimates, public filings and other publicly available information as of such date. Financial data for TopBuild were pro forma for acquisitions announced in 2025 and based on financial projections and other estimates and data of TopBuild’s management and public filings.
The overall low to high latest 12 months adjusted EBITDA multiples observed for the selected transactions were 8.3x to 16.1x (with a mean of 11.4x and a median of 11.3x). RBCCM then applied a selected range of latest 12 months adjusted EBITDA multiples derived from the selected transactions of 11.3x to 16.1x to TopBuild’s latest 12 months adjusted EBITDA (as of December 31, 2025). This analysis indicated the following implied equity value per share reference range for TopBuild, as compared to the per share merger consideration:
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Implied Equity Value Per Share Reference Range
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| |
Per Share Merger Consideration
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|
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$362.95 – $556.30
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$505.00
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|
No company, business or transaction used in this analysis is identical to TopBuild or the mergers. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, businesses or transactions to which TopBuild and the mergers were compared.
Discounted Cash Flow Analysis. RBCCM performed a discounted cash flow analysis of TopBuild by calculating the estimated present value of the standalone unlevered free cash flows that TopBuild was forecasted to generate during the fiscal years ending December 31, 2026 through December 31, 2030 based on financial projections and other estimates and data of TopBuild’s management. For purposes of this analysis, stock-based compensation was treated as a cash expense. RBCCM calculated a range of terminal values for TopBuild at the end of the forecast period by applying to TopBuild’s terminal year estimated adjusted EBITDA provided by TopBuild management a selected range of adjusted EBITDA multiples of
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10.0x to 12.5x. The unlevered free cash flows and terminal values were then discounted to present value (as of December 31, 2025) using a selected range of discount rates of 10.5% to 12.5%. This analysis indicated the following implied equity value per share reference range for TopBuild, as compared to the per share merger consideration:
| |
Implied Equity Value Per Share Reference Range
|
| |
Per Share Merger Consideration
|
|
| |
$368.07 – $521.19
|
| |
$505.00
|
|
Illustrative “Has/Gets” Analysis. RBCCM compared the approximate implied equity value per share reference range derived for TopBuild on a standalone basis as described above under “— Discounted Cash Flow Analysis” relative to an illustrative approximate implied equity value per share reference range derived from a discounted cash flow analysis on a pro forma basis based on the per share merger consideration and financial forecasts and other information and data provided by the management of TopBuild, after taking into account potential cost savings, revenue enhancements and other benefits expected by the management of TopBuild to result from the mergers. In its discounted cash flow analysis on a pro forma basis, RBCCM utilized a selected adjusted EBITDA terminal multiples range of 13.5x to 15.0x and a selected discount rate range of 9.5% to 11.5% and otherwise performed such analysis in a manner consistent with the approach undertaken in connection with the discounted cash flow analysis conducted for TopBuild on a standalone basis described above under “— Discounted Cash Flow Analysis.” RBCCM observed that the mergers could result in a potential per share uplift in value for holders of TopBuild shares from approximately $368.07 to $521.19 per share on a standalone basis to approximately $479.63 to $549.58 per share on a pro forma basis. Actual results achieved may vary from forecasted results and variations may be material.
Certain Additional Information
RBCCM observed certain factors that were not considered part of RBCCM’s financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:
•
the historical trading performance of TopBuild shares during the 52-week period ended April 17, 2026, which indicated low and high closing prices for TopBuild shares during such 52-week period of $276.57 per share and $550.90 per share, respectively;
•
publicly available research analysts’ forward stock price targets for TopBuild shares, discounted to present value as of April 17, 2026, which indicated a target price range for TopBuild shares of $360.18 to $464.60 per share; and
•
an overview of QXO’s historical stock price performance during the period January 1, 2025 through April 17, 2026 and capital raises during the period December 2023 through January 2026, selected research analysts’ one-year forward price targets for QXO shares (which indicated stock price targets of $26.00 per share to $50.00 per share, with a mean of $32.38 per share and a median of $30.00 per share) and the three-month average daily trading value (as of April 17, 2026) of QXO shares and shares of QXO shares sold short as a percentage of QXO’s public float, based on publicly available information, as of April 17, 2026 relative to TopBuild and selected companies.
Miscellaneous
TopBuild has agreed to pay RBCCM for its services as a financial advisor to TopBuild in connection with the mergers an aggregate fee of $60 million, of which a portion was payable upon delivery of RBCCM’s opinion and $57.5 million is contingent upon consummation of the mergers. TopBuild also has agreed to reimburse RBCCM for expenses incurred in connection with RBCCM’s services and to indemnify RBCCM and related persons against certain liabilities, including liabilities under federal securities laws, arising out of RBCCM’s engagement.
As the TopBuild board was aware, RBCCM and certain of its affiliates in the past have provided, currently are providing and in the future may provide investment banking, commercial banking and/or financial advisory services unrelated to the mergers to TopBuild, for which services RBCCM and its affiliates received and would expect to receive compensation, including, during the approximate two-year period preceding the date of RBCCM’s opinion, having acted as a (i) financial advisor to TopBuild in connection
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with an acquisition transaction, (ii) joint bookrunner on a high-yield bond offering of TopBuild and (iii) joint lead arranger for, and as a lender under, certain credit facilities of TopBuild. During such approximate two-year period, RBCCM and such affiliates received aggregate fees for the services described in clauses (i) through (iii) above of approximately $11 million from TopBuild. As the TopBuild board also was aware, RBCCM and certain of its affiliates in the past have provided, currently are providing and in the future may provide investment banking, commercial banking and/or financial advisory services to QXO, for which services RBCCM and its affiliates received and would expect to receive compensation, including, during the approximate two-year period preceding the date of RBCCM’s opinion, (i) in connection with certain offerings of QXO shares and QXO convertible preferred stock and (ii) as a lender under certain credit facilities of QXO. During such approximate two-year period, RBCCM and such affiliates received aggregate fees for such services described in clauses (i) and (ii) above of approximately $6.5 million from QXO.
RBCCM, as part of its investment banking services, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, corporate restructurings, underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In the ordinary course of business, RBCCM and/or certain of its affiliates actively trade or hold securities or financial instruments (including loans and other obligations) of TopBuild and QXO for RBCCM’s or its affiliates’ account or for the account of customers and, accordingly, RBCCM and its affiliates hold or at any time may hold long and/or short positions or otherwise effect transactions in the securities or financial instruments of TopBuild and QXO.
RBCCM is an internationally recognized investment banking firm which is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. TopBuild selected RBCCM as TopBuild’s financial advisor in connection with the mergers on the basis of, among other factors, RBCCM’s experience in similar transactions, reputation in the investment community and familiarity with TopBuild’s business and industry.
Certain Unaudited Prospective Financial Information
Given the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates inherent in preparing financial projections, among other things, neither QXO nor TopBuild, as a matter of course, publicly discloses long-term forecasts or internal projections as to future performance, revenues, earnings or other results. However, in connection with the evaluation and negotiation of the proposed mergers, the following unaudited prospective financial information, as applicable, was prepared by QXO’s and TopBuild’s respective management teams and made available to QXO’s and TopBuild’s respective boards of directors, management teams and financial advisors:
•
QXO Management Standalone Projections for QXO. QXO management prepared certain unaudited prospective financial information for QXO on a stand-alone basis for calendar years 2026 through 2030 (which are referred to in this joint proxy statement/prospectus as the “QXO Management Standalone Projections for QXO”). The QXO Management Standalone Projections for QXO were prepared on a basis that includes the previously announced acquisition of Kodiak and projected future unidentified acquisitions and QXO directed Morgan Stanley to exclude the impact of future unidentified mergers and acquisitions for purposes of its financial analyses and opinion. The QXO Management Standalone Projections for QXO were provided to the QXO board, QXO’s financial advisor, Morgan Stanley, TopBuild management, the TopBuild board and TopBuild’s financial advisors, Goldman Sachs and RBCCM, and were authorized by QXO for Morgan Stanley’s use and reliance in connection with its financial analyses and opinion, as described under “— Opinion of QXO’s Financial Advisor.”
•
TopBuild Management Standalone Projections for TopBuild. TopBuild management prepared certain unaudited prospective financial information for TopBuild on a stand-alone basis for calendar years 2026 through 2030 (the “TopBuild Management Standalone Projections for TopBuild”). The TopBuild Management Standalone Projections for TopBuild were provided to the TopBuild board, QXO management, Morgan Stanley, Goldman Sachs and RBCCM, and were authorized by the TopBuild board for Goldman Sachs’ and RBCCM’s use and reliance in connection with their respective financial analyses and opinions as described under “— Opinions of TopBuild’s Financial Advisors.”
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•
QXO Management Projections for TopBuild. QXO was provided with the TopBuild Management Standalone Projections for TopBuild and, based on QXO management’s own due diligence and assessment of TopBuild’s business with respect to the likely future performance of TopBuild during such period, QXO management prepared its own financial forecasts and other information and data relating to TopBuild as adjusted to reflect certain unaudited estimates of potential synergies expected to result from the combination of the two companies for calendar years 2026 through 2030 (which are referred to in this joint proxy statement/prospectus as the “QXO Management Projections for TopBuild”). The unaudited estimates of potential synergies reflected in the QXO Management Projections for TopBuild (which are referred to in this joint proxy statement/prospectus as the “Net Synergies Estimates”) reflect QXO management’s preliminary estimates of potential EBITDA synergies, net of estimated costs to achieve such synergies. The QXO Management Projections for TopBuild were provided to the QXO board and Morgan Stanley, and were authorized by QXO for Morgan Stanley’s use and reliance in connection with its financial analysis and opinion, as described under “— Opinion of QXO’s Financial Advisor.”
•
TopBuild Pro Forma Projections for MergeCo. In addition to the foregoing prospective financial information, TopBuild management prepared certain unaudited estimates of future revenue, adjusted EBITDA and unlevered free cash flow expected to result from the combination of the two companies for calendar years 2026 through 2030 based on the TopBuild Management Standalone Projections for TopBuild, QXO Management Standalone Projections for QXO (as adjusted by TopBuild management on a pro forma basis for the combined company) and TopBuild management’s estimates of potential cost savings and revenue synergies, net of estimated costs to achieve such synergies, expected by TopBuild management to result from the mergers (the “TopBuild Pro Forma Projections for MergeCo”). The TopBuild Pro Forma Projections for MergeCo were provided to the TopBuild board, Goldman Sachs and RBCCM and were authorized by TopBuild for Goldman Sachs’ and RBCCM’s use and reliance in connection with their respective financial analyses and opinions described under “— Opinions of TopBuild’s Financial Advisors.”
We refer to the QXO Management Standalone Projections for QXO and the QXO Management Projections for TopBuild collectively as the “QXO Forecasted Financial Information”, and we refer to the TopBuild Management Standalone Projections for TopBuild and the TopBuild Pro Forma Projections for MergeCo collectively as the “TopBuild Forecasted Financial Information.” QXO and TopBuild have included below a summary of the QXO Forecasted Financial Information and the TopBuild Forecasted Financial Information solely for the purpose of providing stockholders and investors access to certain non-public information that was furnished to certain other parties in connection with the mergers and is not included to influence the investment or voting decision of any QXO stockholder or TopBuild stockholder.
Important Information
None of the prospective financial information described above was prepared with a view toward public disclosure, nor was it prepared in accordance with published guidelines of the SEC or the standards established by the Public Company Accounting Oversight Board for preparation and presentation of prospective financial information. The TopBuild Forecasted Financial Information included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, TopBuild management. The QXO Forecasted Financial Information included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, QXO management. Neither QXO’s independent registered public accounting firm, TopBuild’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled, examined or performed or applied any agreed-upon procedures with respect to the prospective financial information, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, such information. The reports of each company’s independent registered public accounting firm contained in such company’s Annual Report on Form 10-K relate to historical financial information and do not extend to the prospective financial information described in this joint proxy statement/prospectus and should not be read to do so.
The TopBuild Forecasted Financial Information included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, TopBuild management. PricewaterhouseCoopers LLP has
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not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying TopBuild Forecasted Financial Information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to TopBuild’s previously issued financial statements. It does not extend to the TopBuild Forecasted Financial Information and should not be read to do so.
The prospective financial information was based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of QXO’s and TopBuild’s respective management teams, including, but not limited to, assumptions related to general economic, competitive and regulatory conditions, financial market conditions, industry performance, revenue growth, margin performance, capital expenditures and working capital requirements. The assumptions underlying the prospective financial information may not prove to be achievable or may no longer be appropriate. Important factors that may affect actual results and result in the projections not being achieved include, but are not limited to: general economic conditions; market demand for each company’s products and services; demand in the residential and non-residential construction and building products markets; the impact of the announcement, pendency and consummation of the mergers; commodity input costs; competitive dynamics; the ability to attract and retain key employees; changes in tax and trade policies, including tariffs; and other risk factors described in QXO’s and TopBuild’s respective Annual Reports on Form 10-K and other filings with the SEC, as well as in the section titled “Risk Factors.” The prospective financial information covers multiple years, and such information by its nature becomes subject to greater uncertainty with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.
The prospective financial information includes certain non-GAAP financial measures, including Adjusted EBITDA and Unlevered Free Cash Flow. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Because not all companies use identical calculations, QXO’s and TopBuild’s presentation of non-GAAP financial measures may not be comparable to similarly titled measures used by other companies. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for results reported in accordance with GAAP. Neither QXO nor TopBuild has reconciled these non-GAAP financial measures to the most directly comparable GAAP financial measures in reliance on the exception in Item 10(e)(1)(i)(B) of Regulation S-K. Neither QXO nor TopBuild is able to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort given the inherent difficulty and impracticability of forecasting certain charges and expenses that may be incurred in future periods.
The prospective financial information does not take into account any circumstances or events occurring after the date it was prepared, including the announcement or pendency of the mergers. The prospective financial information also does not take into account the possible financial and other effects on QXO or TopBuild of the mergers (other than with respect to the Net Synergies Estimates reflected in the QXO Management Projections for TopBuild and the TopBuild Pro Forma Projections for MergeCo), the effect on QXO or TopBuild of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, the effect of any restrictions or remedies that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the mergers or the effect on QXO or TopBuild of any possible failure of the mergers to occur. As a result, the inclusion of the prospective financial information in this joint proxy statement/prospectus should not be regarded as an indication that QXO, TopBuild, their respective affiliates, officers, directors, advisors or other representatives or any other party considered, or now considers, the prospective financial information to be necessarily predictive of actual future results, and the prospective financial information should not be relied upon as such. There can be no assurance that the prospective financial information will be realized or that actual results will not be significantly higher or lower than projected. Neither QXO nor TopBuild can give any assurance that, had the prospective financial information been prepared as of the date of this joint proxy statement/prospectus, similar estimates and assumptions would be used. Neither QXO nor TopBuild nor any of their respective affiliates, officers, directors, advisors or other representatives has made,
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or makes, any representation to any stockholder or any other person regarding the ultimate performance of QXO, TopBuild or the combined company compared to the information contained in the prospective financial information or that the projected results will be achieved.
Except as required by applicable securities laws, neither QXO nor TopBuild intends to make publicly available any update or other revision to the prospective financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the prospective financial information are shown to no longer be achievable or appropriate.
The prospective financial information is not included in this joint proxy statement/prospectus to influence the investment or voting decision of any QXO stockholder or TopBuild stockholder, but instead because this information was provided by QXO and TopBuild management teams in connection with the mergers. In light of the foregoing, and considering that the special meetings of the QXO stockholders and the TopBuild stockholders will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, stockholders are cautioned not to place undue reliance on the prospective financial information, and QXO and TopBuild urge stockholders to review each company’s most recent SEC filings for a description of reported financial results. See “Where You Can Find More Information.”
Subject to the foregoing qualifications, set forth below are summaries of the QXO Management Standalone Projections for QXO, the QXO Management Projections for TopBuild, the TopBuild Management Standalone Projections for TopBuild and the TopBuild Pro Forma Projections for MergeCo.
QXO Management Standalone Projections for QXO
The following table sets forth a summary of the QXO Management Standalone Projections for QXO which were prepared by QXO management and provided to the QXO board, Morgan Stanley, TopBuild, Goldman Sachs and RBCCM. The QXO Management Standalone Projections for QXO were authorized by QXO for use and reliance by Morgan Stanley in connection with its financial analyses and opinion as described under “— Opinion of QXO’s Financial Advisor” and QXO directed Morgan Stanley to exclude the impact of future unidentified mergers and acquisitions for purposes of its financial analyses and opinion. The QXO Management Standalone Projections for QXO were also provided to Goldman Sachs and RBCCM. The QXO Management Standalone Projections for QXO should not be regarded as an indication that QXO considered, or now considers, them to be necessarily predictive of actual future performance or events, or that such information should be construed as financial guidance, and such information does not take into account any circumstances or events occurring after the date they were prepared.
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(in millions)
|
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2026E
|
| |
2027E
|
| |
2028E
|
| |
2029E
|
| |
2030E
|
| |||||||||||||||
|
Revenue
|
| | | $ | 14,836 | | | | | $ | 21,264 | | | | | $ | 29,930 | | | | | $ | 38,488 | | | | | $ | 48,496 | | |
|
of which Incremental Impact of Unidentified M&A
|
| | | $ | 3,105 | | | | | $ | 8,239 | | | | | $ | 16,102 | | | | | $ | 23,894 | | | | | $ | 33,156 | | |
|
Adjusted EBITDA(1)
|
| | | $ | 1,424 | | | | | $ | 2,391 | | | | | $ | 3,697 | | | | | $ | 5,097 | | | | | $ | 6,619 | | |
|
of which Incremental Impact of Unidentified M&A
|
| | | $ | 348 | | | | | $ | 979 | | | | | $ | 2,008 | | | | | $ | 3,142 | | | | | $ | 4,510 | | |
|
Unlevered Free Cash Flow(2)
|
| | | $ | (5,229) | | | | | $ | (840) | | | | | $ | (5,395) | | | | | $ | (4,045) | | | | | $ | (4,129) | | |
|
of which Incremental Impact of Unidentified M&A
|
| | | $ | (5,725) | | | | | $ | (1,435) | | | | | $ | (6,088) | | | | | $ | (5,029) | | | | | $ | (5,238) | | |
(1)
Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization, as further adjusted for stock-based compensation, costs to achieve synergies, and certain other items. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with GAAP.
(2)
Unlevered Free Cash Flow is defined as Adjusted EBITDA minus stock-based compensation, minus one-off costs, minus unlevered cash taxes, plus or minus, as applicable, changes in net working capital, minus capital expenditures and minus spend on acquisitions. Unlevered Free Cash Flow is a non-GAAP financial measure and should not be considered in isolation or as a substitute for GAAP financial measures.
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TopBuild Management Standalone Projections for TopBuild
The following table sets forth a summary of the TopBuild Management Standalone Projections for TopBuild, which information was prepared by TopBuild management and authorized by TopBuild to be used and relied upon by Goldman Sachs and RBCCM in connection with their respective financial analyses and opinions described in “— Opinions of TopBuild’s Financial Advisors.” The TopBuild Management Standalone Projections for TopBuild should not be regarded as an indication that TopBuild considered, or now considers, them to be necessarily predictive of actual future performance or events, or that such information should be construed as financial guidance, and such information does not take into account any circumstances or events occurring after the date they were prepared.
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(in millions)
|
| |
2026E
|
| |
2027E
|
| |
2028E
|
| |
2029E
|
| |
2030E
|
| |||||||||||||||
|
Total Revenue
|
| | | $ | 6,588 | | | | | $ | 7,404 | | | | | $ | 8,298 | | | | | $ | 9,245 | | | | | $ | 10,247 | | |
|
Total Adjusted EBITDA(1)
|
| | | $ | 1,172 | | | | | $ | 1,351 | | | | | $ | 1,548 | | | | | $ | 1,801 | | | | | $ | 2,077 | | |
|
Unlevered Free Cash Flow(2)
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| | | $ | 212 | | | | | $ | 279 | | | | | $ | 402 | | | | | $ | 554 | | | | | $ | 770 | | |
(1)
Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization, as further adjusted for stock-based compensation, rationalization charges, and certain other items. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with GAAP.
(2)
Unlevered Free Cash Flow is defined as Adjusted EBITDA minus stock-based compensation, minus unlevered cash taxes, plus or minus, as applicable, changes in net working capital, minus capital expenditures, minus certain one-time cash flow items, and minus M&A spend. Unlevered Free Cash Flow is a non-GAAP financial measure and should not be considered in isolation or as a substitute for GAAP financial measures.
QXO Management Projections for TopBuild
The following table sets forth a summary of the QXO Management Projections for TopBuild, which were prepared by QXO management based on the TopBuild Management Standalone Projections for TopBuild and QXO management’s own due diligence and assessment of TopBuild’s business with respect to the likely future performance of TopBuild during such period, as adjusted to reflect the Net Synergies Estimates. The Net Synergies Estimates reflect QXO management’s preliminary estimates of potential EBITDA synergies, net of estimated costs to achieve such synergies, that management believes could be realized over time following consummation of the proposed mergers. The Net Synergies Estimates are based on assumptions and judgments that QXO management believed to be reasonable at the time of preparation. These synergy estimates are highly subjective and inherently uncertain and are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those reflected in such estimates. Neither QXO nor TopBuild can give any assurance that any of the estimated synergies will be realized or that any synergies that are realized will be achieved in the amounts or timeframes currently estimated. Actual synergies, if any, may differ materially in amount and timing from those reflected below. Neither QXO nor TopBuild intends to update these estimates.
The QXO Management Projections for TopBuild were provided to the QXO board and Morgan Stanley, and were authorized by QXO for use and reliance by Morgan Stanley in connection with its financial analyses and opinion described in the section of this joint proxy statement/prospectus titled “— Opinion of QXO’s Financial Advisor.” The QXO Management Projections for TopBuild should not be regarded as an indication that QXO considered, or now considers, them to be necessarily predictive of actual future performance or events, or that such information should be construed as financial guidance, and such information does not take into account any circumstances or events occurring after the date they were prepared.
99
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(in millions)
|
| |
2026E
|
| |
2027E
|
| |
2028E
|
| |
2029E
|
| |
2030E
|
| |||||||||||||||
|
Revenue
|
| | | $ | 6,084 | | | | | $ | 6,433 | | | | | $ | 6,732 | | | | | $ | 7,029 | | | | | $ | 7,337 | | |
|
Adjusted EBITDA(1)
|
| | | $ | 1,100 | | | | | $ | 1,312 | | | | | $ | 1,426 | | | | | $ | 1,521 | | | | | $ | 1,622 | | |
|
Unlevered Free Cash Flow(2)
|
| | | $ | 719 | | | | | $ | 853 | | | | | $ | 951 | | | | | $ | 1,046 | | | | | $ | 1,118 | | |
(1)
Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization, as further adjusted for stock-based compensation, rationalization charges, and certain other items. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with GAAP.
(2)
Unlevered Free Cash Flow is defined as Adjusted EBITDA minus stock-based compensation, minus one-off costs, minus unlevered cash taxes, plus or minus, as applicable, changes in net working capital, and minus capital expenditures. Unlevered Free Cash Flow is a non-GAAP financial measure and should not be considered in isolation or as a substitute for GAAP financial measures.
TopBuild Pro Forma Projections for MergeCo
In connection with the proposed mergers, TopBuild management prepared the TopBuild Pro Forma Projections for MergeCo. The TopBuild Pro Forma Projections for MergeCo were prepared by TopBuild management for calendar years 2026 through 2030 and were provided to the TopBuild board, Goldman Sachs and RBCCM for use and reliance in connection with their respective financial analyses and opinions as described under “— Opinions of TopBuild’s Financial Advisors.”
The TopBuild Pro Forma Projections for MergeCo reflect TopBuild management’s preliminary estimates of potential revenue synergies, net of estimated costs to achieve such synergies, that management believes could be realized over time following consummation of the proposed mergers. The TopBuild Pro Forma Projections for MergeCo are based on assumptions and judgments that TopBuild management believed to be reasonable at the time of preparation. These synergy estimates are highly subjective and inherently uncertain and are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those reflected in such estimates. Neither TopBuild nor QXO can give any assurance that any of the estimated synergies will be realized or that any synergies that are realized will be achieved in the amounts or timeframes currently estimated. Actual synergies, if any, may differ materially in amount and timing from those reflected below. Neither TopBuild nor QXO intends to update these estimates and the TopBuild Pro Forma Projections for MergeCo should not be regarded as an indication that TopBuild considered, or now considers, them to be necessarily predictive of actual future performance or events, or that such information should be construed as financial guidance, and such information does not take into account any circumstances or events occurring after the date it was prepared.
The following table sets forth a summary of the TopBuild Pro Forma Projections for MergeCo:
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(in millions)
|
| |
2026E
|
| |
2027E
|
| |
2028E
|
| |
2029E
|
| |
2030E
|
| |||||||||||||||
|
Pro Forma Revenue
|
| | | $ | 18,294 | | | | | $ | 21,146 | | | | | $ | 27,190 | | | | | $ | 34,734 | | | | | $ | 44,768 | | |
|
Pro Forma Adjusted EBITDA(1)
|
| | | $ | 2,135 | | | | | $ | 2,827 | | | | | $ | 3,768 | | | | | $ | 5,011 | | | | | $ | 6,537 | | |
|
Pro Forma Unlevered Free Cash Flow(2)
|
| | | $ | 1,275 | | | | | $ | (176) | | | | | $ | (2,666) | | | | | $ | (3,004) | | | | | $ | (4,070) | | |
(1)
Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization, as further adjusted for stock-based compensation, rationalization charges, and certain other items. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as a substitute for net income (loss), operating income (loss) or other measures prepared in accordance with GAAP.
(2)
Unlevered Free Cash Flow is defined as Adjusted EBITDA minus stock-based compensation, minus unlevered cash taxes, plus or minus, as applicable, changes in net working capital, minus capital expenditures, minus certain one-time cash flow items, and minus spend on acquisitions. Unlevered Free Cash Flow is a non-GAAP financial measure and should not be considered in isolation or as a substitute for GAAP financial measures.
100
Board of Directors and Management of the Combined Company
Board of Directors
Pursuant to Section 4.24 of the merger agreement, prior to, and conditioned upon the occurrence of, the Titanium Merger effective time, QXO will increase the size of the QXO board by one member. Effective as of the Titanium Merger effective time, QXO will cause the QXO board to appoint one individual who is currently serving on the TopBuild board to fill the newly created vacancy on the QXO board. This individual will be identified by TopBuild between the date of the merger agreement and the closing of the mergers, following prior consultation with QXO and subject to QXO’s mutual agreement.
QXO has also agreed that it will use its reasonable best efforts to cause such individual to be elected to the board of directors of QXO at the first annual meeting of QXO’s stockholders at which such director is eligible for election with a proxy mailing date after the Titanium Merger effective time.
Management
The executive officers of QXO immediately prior to the effective time are expected to continue to serve as the executive officers of the combined company following the closing of the mergers. Brad Jacobs, who currently serves as the Chief Executive Officer of QXO, will continue to serve as Chief Executive Officer of QXO following the closing of the mergers.
Incorporation by Reference
Information about QXO’s current directors and executive officers can be found in QXO’s definitive proxy statement for its most recent annual meeting of stockholders, which is incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”
Ownership of the Combined Company
As of the date of this joint proxy statement/prospectus, based on the estimated number of shares of common stock of QXO and TopBuild that will be outstanding immediately prior to the Titanium Merger effective time and assuming that the number of QXO shares issued in the mergers is equal to the maximum stock election number of fifty-five percent (55%) of the aggregate number of TopBuild shares issued and outstanding (other than cancelled shares) as of immediately prior to the Titanium Merger effective time, QXO and TopBuild estimate that holders of QXO shares as of immediately prior to the Titanium Merger effective time will hold, in the aggregate, approximately 69.9% of the issued and outstanding QXO shares immediately following the completion of the mergers (representing, together with holders of QXO convertible preferred shares and QXO Series C preferred shares, 76.7% of the voting power of the outstanding shares of QXO voting stock), and holders of TopBuild shares as of immediately prior to the Titanium Merger effective time will hold, in the aggregate, approximately 30.1% of the issued and outstanding QXO shares immediately following the completion of the mergers (representing 23.3% of the voting power of the outstanding shares of QXO voting stock).
Interests of TopBuild’s Directors and Executive Officers in the Mergers
Overview
In considering the proposals to be voted on at the TopBuild stockholder meeting, TopBuild stockholders should be aware that TopBuild’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of TopBuild stockholders generally. The members of the TopBuild board were aware of and considered these interests, among other matters, in evaluating and reaching the decision to approve the merger agreement and recommend that TopBuild’s stockholders vote to approve the merger agreement. These interests are described in more detail below and, with respect to the named executive officers of TopBuild, are quantified in the tables below.
TopBuild’s current executive officers are as follows:
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|
Name
|
| |
Title
|
|
| Robert M. Buck | | | Chief Executive Officer and President | |
| Robert M. Kuhns | | | Vice President and Chief Financial Officer | |
| Steven P. Raia | | | President, TopBuild Special Operations and Executive Adviser | |
| Joseph M. Viselli | | | Vice President and Chief Growth Officer | |
| Luis F. Machado | | | Vice President, General Counsel and Corporate Secretary | |
| John F. Achille | | | Vice President and Chief Operating Officer | |
| Jennifer J. Shoffner | | | Chief Human Resources Officer | |
Certain Assumptions
Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:
•
The Titanium Merger effective time is April 30, 2026, which is the assumed date solely for purposes of the disclosure in this section.
•
For purposes of TopBuild restricted stock awards, although holders of such awards may elect to receive either stock consideration or cash consideration, such awards are assumed to receive cash consideration equal to $505 per TopBuild share.
•
Quantification of TopBuild Equity Awards is calculated based on the unvested TopBuild Equity Awards, assuming achievement of target performance for TopBuild PSU awards, held by each current executive officer and director as of April 30, 2026, the latest practicable date before the filing of this joint proxy statement/prospectus and assumes that such awards remain unvested as of the Titanium Merger effective time.
•
To quantify TopBuild RSU awards and TopBuild PSU awards, they are assumed to have a per share value of $447.43, which represents the average closing price of a QXO share on the NYSE on the first five business days following the first public announcement of the Titanium Merger on April 19, 2026, multiplied by the stock consideration ratio of 20.200.
•
Quantification of severance entitlements is based on each named executive officer’s compensation (including annual base salary and target bonus opportunity) and benefit levels in effect on April 30, 2026, the latest practicable date to determine such amounts before the filing of this joint proxy statement/prospectus.
•
Each executive officer of TopBuild experiences a termination without “cause” or resigns for “good reason,” as such terms are defined in the relevant plans and agreements as in effect on the date hereof, immediately following the Titanium Merger effective time.
Treatment of TopBuild Equity Awards
At the Titanium Merger effective time, each outstanding TopBuild Equity Award will be treated as follows:
•
each option to purchase TopBuild shares outstanding and not yet exercised, whether vested or unvested (each, a “TopBuild option”), will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive QXO shares equal to (a) the number of TopBuild shares subject to such TopBuild option as of immediately prior to the Titanium Merger effective time, multiplied by (b) the quotient obtained by dividing (x) the excess, if any, of (1) the cash consideration minus (2) the exercise price applicable to such TopBuild option by (y) $25.00, with such QXO shares to be delivered as soon as reasonably practicable (but no later than 10 calendar days) after the Titanium Merger effective time;
•
each TopBuild restricted stock award will be fully vested and the holder thereof will be entitled to receive the cash consideration or stock consideration, as applicable;
•
each TopBuild RSU award will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be converted into a restricted stock unit award relating to a number of QXO
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shares based on an equity award exchange ratio equal to the stock consideration, with any fractional shares rounded to the nearest whole number of shares. Such converted awards will remain subject to the same terms and conditions that applied to such awards (including vesting and settlement terms and conditions) immediately prior to the Titanium Merger effective time. However, any amounts relating to accrued but unvested and unpaid dividend equivalent rights corresponding to a TopBuild RSU award will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding TopBuild RSU award immediately prior to the Titanium Merger effective time and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger effective time will be paid within 30 days following vesting; and
•
each TopBuild PSU award will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be converted into a restricted stock unit award based solely on service-based conditions (determined based on the target performance for such TopBuild PSU award) relating to a number of QXO shares based on an equity award exchange ratio equal to the stock consideration, with any fractional shares rounded to the nearest whole number of shares. Such converted awards will remain subject to the same terms and conditions that applied to such awards (including vesting (other than performance conditions) and settlement terms and conditions) immediately prior to the Titanium Merger effective time. However, any amounts relating to accrued but unvested and unpaid dividend equivalent rights corresponding to a TopBuild PSU award will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding TopBuild PSU award immediately prior to the Titanium Merger effective time and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger effective time will be paid within 30 days following vesting.
TopBuild executive officers currently hold TopBuild RSU awards and TopBuild PSU awards and Mr. Machado also holds vested TopBuild options. TopBuild directors currently hold TopBuild restricted stock awards. Under the award agreements that govern outstanding TopBuild RSU awards and TopBuild PSU awards, if such award is assumed or substituted and the grantee’s employment is terminated within 12 months after a “change in control” by TopBuild or its affiliate without “cause,” the award will vest in full (with any performance conditions determined at actual level of performance or, if not determinable, at target level of performance). Under the award agreements that govern TopBuild restricted stock awards, upon a change in control, all restrictions on such restricted stock will lapse. The Titanium Merger will constitute a “change in control” for purposes of the TopBuild Equity Awards. All outstanding TopBuild options are vested.
For an estimate of the amounts that would be payable to each of TopBuild’s named executive officers in respect of their unvested Company RSUs and Company PSUs upon the Titanium Merger effective time and a subsequent “qualifying termination” (as defined below), see the section entitled “— Quantification of Payments and Benefits to TopBuild’s Named Executive Officers” below. The estimated aggregate value in respect of unvested TopBuild RSU awards and TopBuild PSU awards held by John F. Achille and Jennifer J. Shoffner that would vest if the mergers were to be completed and such executive officers were to experience a termination without cause immediately following the Titanium Merger effective time is $2,625,967 and $1,843,859, respectively. The quantifications set forth in the preceding sentence are determined by multiplying (i) the number of TopBuild RSU awards and TopBuild PSU awards held by such individual by (ii) $447.43. The aggregate value in respect of TopBuild restricted stock awards held by TopBuild’s seven non-employee directors is $1,212,505. The quantifications set forth in the preceding sentence are determined by multiplying (i) 2,401 (the aggregate number of unvested TopBuild restricted stock awards held by directors as of the Titanium Merger effective time) by (ii) $505.
Executive Severance Plan
Each of TopBuild’s current executive officers is a participant in the TopBuild Corp. Executive Severance Plan (the “Executive Severance Plan”). In the event an executive officer is terminated without “cause” or resigns for “good reason” (collectively, a “qualifying termination”) two months prior to or within 24 months following the closing (the “Change in Control Period”), the executive will receive, subject to the execution and non-revocation of a release of claims:
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•
a cash payment equal to two times (three times for TopBuild’s chief executive officer) the sum of their base salary and the greater of the target bonus in (i) the year in which the closing occurs or (ii) the year in which such qualifying termination occurs;
•
a cash payment equal to 100% of the executive officer’s target bonus as in effect for the fiscal year in which the qualifying termination occurs with such payment pro-rated for the portion of the performance period during which the executive officer was an active employee with TopBuild;
•
if the executive timely elects continuation coverage pursuant to COBRA, the continuation of the executive officer’s medical insurance coverage for 24 months (36 months for TopBuild’s chief executive officer) at the same coverage level and cost to the executive as in effect immediately prior to the executive officer’s qualifying termination until the earlier of the 24-month anniversary of the qualifying termination (36-month anniversary for TopBuild’s chief executive officer) or the date the participant receives substantially similar benefits from a subsequent employer; and
•
notwithstanding any other provision in any applicable equity compensation plan and/or individual award agreement, (i) 100% of the executive officer’s then-outstanding and unvested stock options will become vested in full and such stock options will remain exercisable until the earlier of the 12-month anniversary of the qualifying termination and the expiration date of such stock option, (ii) 100% of the executive officer’s then-outstanding and unvested performance shares or units will become vested in full with any performance criteria deemed achieved at target levels for the relevant performance period, and (iii) 100% of the executive officer’s then-outstanding and unvested restricted stock units will become vested in full.
Upon a qualifying termination, participants also receive any accrued but unused vacation, expense reimbursements, wages, and other benefits due under TopBuild-provided plans, policies, or arrangements as of the date of termination. The Executive Severance Plan contains a Section 280G best net cutback provision. To the extent the accelerated vesting provisions of the applicable award agreements and the Executive Severance Plan would both apply to an executive officer’s unvested TopBuild Equity Awards upon a qualifying termination, such executive officer will receive only a single vesting benefit with respect to such awards.
Under the Executive Severance Plan, “cause” during the Change in Control Period generally means (i) the willful and continued failure by the executive officer (other than any such failure resulting from the executive officer’s incapacity due to physical or mental illness) to perform substantially the duties and responsibilities of the executive officer’s position with TopBuild after a written demand for substantial performance is delivered to the executive officer by the TopBuild board, which demand specifically identifies the manner in which the TopBuild board believes that the executive officer has not substantially performed such duties or responsibilities; (ii) the conviction of the executive officer by a court of competent jurisdiction for felony criminal conduct; or (iii) the willful engaging by the executive officer in fraud or dishonesty which is demonstrably and materially injurious to TopBuild or its reputation, monetarily or otherwise. For purposes of this definition, no act, or failure to act, on the executive officer’s part shall be deemed “willful” unless committed or omitted by the executive officer in bad faith and without reasonable belief that the executive officer’s act or failure to act was in, or not opposed to, the best interest of TopBuild.
Under the Executive Severance Plan, “good reason” generally means the occurrence of any of the following events without the executive officer’s consent: (i) a material reduction by TopBuild of the executive officer’s annual base salary as in effect immediately prior to such reduction; (ii) the failure of TopBuild to obtain assumption of the Executive Severance Plan by any successor; or (iii) a material change in the geographic location of the executive officer’s principal workplace; provided that a relocation of less than 50 miles from TopBuild’s headquarters will not be considered a material change in geographic location. Additionally, following the Titanium Merger effective time, “good reason” also includes (A) a material reduction of the executive officer’s authority, duties or responsibilities, relative to his or her authority, duties or responsibilities in effect immediately prior to such reduction, or (B) a material reduction in the executive officer’s annual incentive opportunity or the fair value of the executive officer’s annual long-term incentive compensation award (in each case as compared to the levels in effect immediately prior to the Titanium Merger effective time). For estimates of the amounts that would be payable to TopBuild’s current named executive officers pursuant to the Executive Severance Plan upon a qualifying termination of employment
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that occurs immediately following the Titanium Merger effective time, see the section entitled “The Mergers — Interests of TopBuild’s Directors and Executive Officers in the Mergers — Quantification of Payments and Benefits to TopBuild’s Named Executive Officers” below. The estimated aggregate severance amount that would be payable to John F. Achille and Jennifer J. Shoffner under the Executive Severance Plan if each were to experience a qualifying termination immediately following the Titanium Merger effective time (assuming the Titanium Merger effective time occurs on April 30, 2026) is $5,270,741 and $3,590,286, respectively, which includes the estimated aggregate value in respect of unvested TopBuild RSU awards and TopBuild PSU awards held by John F. Achille ($2,625,967) and Jennifer Shoffner ($1,843,859) that would also vest. The quantifications set forth in this paragraph are based upon compensation levels in effect as of the date of this joint proxy statement/prospectus and for Company RSUs and Company PSUs are determined by multiplying (i) the number of Adjusted RSUs and Adjusted PSUs held by such individual by (ii) $447.43.
Director and Officer Indemnification and Insurance
Under the merger agreement, each director and officer of TopBuild will generally be entitled to ongoing indemnification and D&O insurance coverage for a period of six years following the Titanium Merger effective time. For a more detailed description, see the section entitled “The Merger Agreement — Directors’ and Officers’ Indemnification and Insurance” beginning on page [ ].
Other Compensation Matters
In addition to the payments and benefits above, under the terms of the merger agreement, TopBuild may take certain compensatory actions prior to the Titanium Merger effective time that would affect TopBuild’s directors and executive officers, although determinations related to such actions have not been made to date and the impact of such actions is not reflected in the amounts estimated above with respect to non-employee directors or in the section entitled “— Quantification of Payments and Benefits to TopBuild’s Named Executive Officers” below. Among other actions, TopBuild may take actions (other than providing tax gross-ups) to mitigate the negative tax consequences under Section 280G of the Internal Revenue Code, in all cases subject to certain limitations as described in the merger agreement.
Quantification of Payments and Benefits to TopBuild’s Named Executive Officers
The table below entitled “Golden Parachute Compensation,” along with its footnotes, shows the compensation that may be paid or may become payable in connection with, or following, the Titanium Merger effective time to TopBuild’s named executive officers identified in TopBuild’s most recent proxy statement, filed in connection with TopBuild’s 2026 annual meeting of its stockholders, as required by Item 402(t) of Regulation S-K, which compensation is subject to an advisory vote of TopBuild’s stockholders, as described below.
This includes TopBuild’s principal executive officer, principal financial officer, and the three other most highly compensated executive officers who were serving as executive officers as of the end of TopBuild’s 2025 fiscal year.
The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below, and do not reflect certain compensation actions that may occur before the Titanium Merger effective time and, as a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.
The amounts indicated below do not attempt to quantify any reduction that may be required as a result of the Code Section 280G “best net” cutback as described above under “— Executive Severance Plan”; therefore, actual payments to the named executive officers could be less than the amounts indicated below.
In addition, the table below does not include amounts that TopBuild’s named executive officers were already entitled to receive or vested in as of the date hereof.
Assumptions
•
The Titanium Merger effective time is April 30, 2026, which is the assumed date solely for purposes of the disclosure in this section.
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•
Each named executive officer’s employment is terminated by TopBuild or its successor without “cause” or by the executive for “good reason” (as such terms are defined in the relevant plan), in each case, immediately following the Titanium Merger effective time (each, referred to as a “qualifying termination”).
•
Quantification of TopBuild Equity Awards is calculated based on the unvested TopBuild Equity Awards, assuming achievement of target performance for TopBuild PSU awards, held by each current named executive officer as of April 30, 2026, the latest practicable date before the filing of this joint proxy statement/prospectus and assumes that such awards remain unvested as of the Titanium Merger effective time.
•
To quantify TopBuild RSU awards and TopBuild PSU awards, they are assumed to have a per share value of $447.43, which represents the average closing price of a share of QXO shares on the NYSE on the first five business days following the first public announcement of the Titanium Merger on April 19, 2026, multiplied by the stock consideration ratio of 20.200.
•
Quantification of severance entitlements is based on each named executive officer’s compensation (including annual base salary and target bonus opportunity) and benefit levels in effect on April 30, 2026, the latest practicable date to determine such amounts before the filing of this joint proxy statement/prospectus.
•
For each named executive officer, in the event of a qualifying termination of employment occurring immediately following the Titanium Merger effective time, such named executive officer executes (and does not revoke) any required release of claims and complies with all applicable restrictive covenants.
For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see the sections titled “— Treatment of TopBuild Equity Awards” and “— Executive Severance Plan” above.
Golden Parachute Compensation
|
Name
|
| |
Cash ($)(1)
|
| |
Equity ($)(2)
|
| |
Perquisites/
Benefits ($)(3) |
| |
Total ($)
|
| ||||||||||||
|
Robert M. Buck
|
| | | | 8,679,449 | | | | | | 15,219,332 | | | | | | 28,712 | | | | | | 23,927,493 | | |
|
Robert M. Kuhns
|
| | | | 2,637,429 | | | | | | 3,992,418 | | | | | | 26,156 | | | | | | 6,656,003 | | |
|
Steven P. Raia
|
| | | | 2,244,105 | | | | | | 2,494,870 | | | | | | 20,033 | | | | | | 4,759,008 | | |
|
Joseph M. Viselli
|
| | | | 2,149,179 | | | | | | 2,493,527 | | | | | | 27,527 | | | | | | 4,670,233 | | |
|
Luis F. Machado
|
| | | | 1,856,618 | | | | | | 2,208,067 | | | | | | 19,141 | | | | | | 4,083,826 | | |
(1)
Cash. The estimated amounts listed in this column include (i) the aggregate value of cash severance each current named executive officer would be entitled to receive under the Executive Severance Plan in connection with a qualifying termination 2 months prior to or within 24 months after the Titanium Merger effective time, including a lump sum cash severance payment within 60 days following the qualifying termination equal to (A) two times (or for Mr. Buck, three times) the named executive officer’s base salary and target annual incentive bonus and (B) a pro-rata payment of the named executive officer’s target bonus for the year in which the qualifying termination occurs, and (ii) accrued but unused vacation paid in a lump sum, each as set forth in more detail in the table below. Severance payments and accrued but unpaid vacation under the Executive Severance Plan are “double-trigger” in that they would be paid to the named executive officer only if such named executive officer experiences a qualifying termination within the time period specified above. Cash severance payments, other than payment of accrued but unused vacation, are subject to the named executive officer signing and not revoking a release of claims and complying with certain restrictive covenants, including a non-competition covenant for 12 months following termination of employment. For additional information, see “— Executive Severance Plan” above.
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|
Name
|
| |
Multiple of
Base Salary and Annual Bonus ($) |
| |
Pro-rated
Target Bonus ($) |
| |
Accrued but
Unused Vacation ($) |
| |
Total ($)
|
| ||||||||||||
|
Robert M. Buck
|
| | | | 8,107,500 | | | | | | 509,167 | | | | | | 62,782 | | | | | | 8,679,449 | | |
|
Robert M. Kuhns
|
| | | | 2,413,000 | | | | | | 190,500 | | | | | | 33,929 | | | | | | 2,637,429 | | |
|
Steven P. Raia
|
| | | | 2,065,000 | | | | | | 147,500 | | | | | | 31,605 | | | | | | 2,244,105 | | |
|
Joseph M. Viselli
|
| | | | 1,979,500 | | | | | | 151,583 | | | | | | 18,096 | | | | | | 2,149,179 | | |
|
Luis F. Machado
|
| | | | 1,717,000 | | | | | | 117,833 | | | | | | 21,784 | | | | | | 1,856,618 | | |
(2)
Equity. The estimated amounts listed in this column represent the aggregate value in respect of each named executive officer’s unvested TopBuild RSU awards and TopBuild PSU awards that will be converted into corresponding restricted stock unit awards with respect to QXO shares and under the Executive Severance Plan, will vest in connection with a qualifying termination two months prior to or within 24 months after the Titanium Merger effective time. Vesting of TopBuild Equity Awards is a “double-trigger” benefit in that such awards will vest only if such named executive officer experiences a qualifying termination within the time period specified above. The quantifications set forth in these columns are determined by multiplying (i) the number of unvested TopBuild RSU awards or TopBuild PSU awards (assuming achievement of target performance), as applicable, held by the named executive officer by (ii) $447.43. Equity award vesting under the Executive Severance Plan is subject to the named executive officer signing and not revoking a release of claims and complying with certain restrictive covenants, including a non-competition covenant for 12 months following termination of employment. The award agreements that govern outstanding TopBuild RSU awards and TopBuild PSU awards also provide that the awards will vest in full if the named executive officer’s employment is terminated without cause within 12 months after the Titanium Merger effective time. For additional information, please see the section entitled “The Merger Agreement — Treatment of TopBuild’s Equity Awards” and “— Executive Severance Plan.”
|
Name
|
| |
Aggregate
Value of Unvested TopBuild RSU Awards ($) |
| |
Aggregate
Value of Unvested TopBuild PSU Awards ($) |
| |
Total ($)
|
| |||||||||
|
Robert M. Buck
|
| | | | 4,620,610 | | | | | | 10,598,722 | | | | | | 15,219,332 | | |
|
Robert M. Kuhns
|
| | | | 1,203,139 | | | | | | 2,789,279 | | | | | | 3,992,418 | | |
|
Steven P. Raia
|
| | | | 760,631 | | | | | | 1,734,239 | | | | | | 2,494,870 | | |
|
Joseph M. Viselli
|
| | | | 744,076 | | | | | | 1,749,451 | | | | | | 2,493,527 | | |
|
Luis F. Machado
|
| | | | 668,908 | | | | | | 1,539,159 | | | | | | 2,208,067 | | |
(3)
Perquisites/Benefits. The estimated amounts listed in this column represent the value of the continued coverage each named executive officer would be entitled to receive under the Executive Severance Plan with respect to continued participation in all medical benefits in connection with a qualifying termination 2 months prior to or within 24 months after the Titanium Merger effective time and was determined based on the named executive officer’s monthly premium cost under the TopBuild medical plan as of April 30, 2026. Such coverage would continue up to 36 months following a qualifying termination for Mr. Buck and up to 24 months for the named executive officers other than Mr. Buck. Such payments under the Executive Severance Plan are “double-trigger” in that they would be paid to the named executive officer only if such named executive officer experiences a qualifying termination within the time period specified above. Continued coverage under the Executive Severance Plan is subject to the named executive officer signing and not revoking a release of claims and complying with certain restrictive covenants, including a non-competition covenant for 12 months following termination of employment. For additional information see “— Executive Severance Plan”.
Description of Debt Financing
In connection with the mergers, QXO Building Products, Inc., a subsidiary of QXO, entered into the commitment letter with Morgan Stanley Senior Funding, Inc., Wells Fargo Bank, National Association and
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Wells Fargo Securities, LLC, Barclays Bank PLC, Apollo Capital Management, L.P., Citigroup Global Markets Inc. and Credit Agricole Corporate and Investment Bank pursuant to which such financial institutions (each acting for itself and/or on behalf of its managed funds and accounts) committed to provide (i) a $3.0 billion senior secured term loan facility and (ii) $3.0 billion of senior unsecured bridge financing (the “bridge facilities”), in each case, subject to conditions customary for transactions of this type for the purposes of funding the cash consideration and paying fees, costs and expenses related to the transactions contemplated by the merger agreement, to repay certain existing indebtedness of TopBuild and/or its subsidiaries and to pay other transaction costs incurred in connection with the foregoing. The bridge facilities will be available to be drawn upon to the extent that QXO has not prior to or concurrently with the consummation of the mergers received proceeds from, among other things, one or more debt offerings or loan facility transactions, subject to certain exceptions sufficient to pay the required amounts.
Litigation Relating to the Mergers
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Although neither TopBuild nor QXO are aware of any pending lawsuits relating to the transactions contemplated by the merger agreement as of the date of this joint proxy statement/prospectus, lawsuits arising out of or in connection with the transactions contemplated by the merger agreement could be filed in the future. Among other remedies, claimants could seek damages and/or to enjoin the mergers and the other transactions contemplated by the merger agreement. The outcome of any litigation is uncertain, and any such lawsuits could prevent or delay the consummation of the mergers and result in significant costs. Any such actions could create uncertainty relating to the mergers and could be costly and distracting to TopBuild and QXO management.
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APPRAISAL RIGHTS
General
The following is a summary of the appraisal rights available to holders of TopBuild shares under Section 262 of the DGCL in connection with the Titanium Merger. This summary is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. This summary does not constitute legal or other advice, nor does it constitute a recommendation that you exercise your rights to seek appraisal under Section 262 of the DGCL. Holders of TopBuild shares who wish to exercise appraisal rights, or who wish to preserve the right to do so, should review the following discussion carefully and consult with their legal and financial advisors.
Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the per share merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will instead receive an amount determined to be the “fair value” of their TopBuild shares following petition to, and an appraisal by, the Delaware Court of Chancery. The fair value of such shares as determined by the Delaware Court of Chancery could be more than, the same as, or less than the per share merger consideration. Strict compliance with the procedures set forth in Section 262 of the DGCL is required, and failure to comply strictly may result in the withdrawal, loss or waiver of appraisal rights. A person who loses his, her or its appraisal rights will be entitled to receive the per share merger consideration under the merger agreement.
QXO stockholders are not entitled to appraisal rights in connection with the mergers because QXO stockholders are not being asked to adopt the merger agreement, and the stock issuance does not entitle QXO stockholders to appraisal rights under the DGCL.
This joint proxy statement/prospectus constitutes TopBuild’s notice to holders of TopBuild shares of the availability of appraisal rights in connection with the Titanium Merger under Section 262 of the DGCL.
Availability of Appraisal Rights
Because the per share merger consideration payable to holders of TopBuild shares in the Titanium Merger includes cash (as the consideration of $505.00 per TopBuild share for holders making a cash election), the “market-out” exception to appraisal rights under Section 262(b)(2) of the DGCL does not apply, and holders of TopBuild shares are entitled to appraisal rights in connection with the Titanium Merger.
However, because TopBuild shares are listed on a national securities exchange (the NYSE) immediately before the Titanium Merger, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders who have asserted appraisal rights unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding TopBuild shares or (b) the value of the per share merger consideration offered pursuant to the merger agreement in respect of such shares exceeds $1 million.
Exercising and Perfecting Appraisal Rights
A holder of record or a beneficial owner of TopBuild shares who (a) does not vote in favor of the adoption of the merger agreement, (b) continuously holds such shares through the Titanium Merger effective time, (c) delivers to TopBuild a written demand for appraisal before the vote on the adoption of the merger agreement at the TopBuild stockholder meeting, and (d) otherwise strictly complies with Section 262 of the DGCL will be entitled to seek appraisal of the “fair value” of such shares, as determined by the Delaware Court of Chancery, if the Titanium Merger is completed.
Because a proxy that is signed and submitted without voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, a stockholder who submits a proxy and wishes to exercise appraisal rights must instruct the proxy to vote against or abstain from voting on the adoption of the merger agreement. Voting against, abstaining from voting on, or failing to vote on the adoption of the merger agreement will not by itself constitute a written demand for appraisal. The written demand must be in addition to and separate from any proxy or vote.
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Within 120 days after the Titanium Merger effective time, the surviving corporation or any stockholder or beneficial owner who has properly demanded appraisal may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares. The surviving corporation is under no obligation to file any such petition and has no intention of doing so. Accordingly, it is the obligation of TopBuild stockholders and beneficial owners to initiate all necessary action to perfect their appraisal rights within the time prescribed in Section 262 of the DGCL.
All written demands for appraisal should be mailed or delivered to:
TopBuild Corp.
475 North Williamson Boulevard
Daytona Beach, Florida 32114
Attention: General Counsel
475 North Williamson Boulevard
Daytona Beach, Florida 32114
Attention: General Counsel
Who May Exercise Appraisal Rights
A demand for appraisal must be executed by or on behalf of the stockholder of record or the beneficial owner.
Record Holders. A record holder who holds TopBuild shares as a nominee for others may exercise appraisal rights with respect to shares held for one or more beneficial owners while not exercising this right for others. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number is expressly mentioned, the demand will be presumed to cover all shares held in the name of the record owner.
Beneficial Owners. A beneficial owner may, in such person’s own name, directly make an appraisal demand, file a petition for appraisal, or request the statement described below under “— Request for Appraisal Data,” provided that such beneficial owner’s demand (a) reasonably identifies the holder of record of the shares for which the demand is made, (b) is accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (c) provides an address at which such beneficial owner consents to receive notices given by TopBuild and to be set forth on the verified list described below under “— Judicial Appraisal.”
If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand must be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that the agent is acting as agent for such owner or owners.
IF YOU HOLD YOUR TOPBUILD SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKER OR OTHER NOMINEE TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE MAKING OF A DEMAND FOR APPRAISAL OF THOSE SHARES, WHETHER BY THE BANK, BROKER OR OTHER NOMINEE AS RECORD HOLDER OR BY YOU AS BENEFICIAL OWNER.
Treatment of Dissenting Shares Under the Merger Agreement
Pursuant to Section 2.1(d) of the merger agreement, TopBuild shares held by any stockholder who properly demands appraisal (“dissenting shares”) will not be converted into the right to receive the per share merger consideration, but will instead be cancelled at the Titanium Merger effective time. Each holder of dissenting shares will have only the right to receive the “fair value” of such shares in accordance with Section 262 of the DGCL. If any holder fails to perfect, or withdraws or loses, the right to appraisal prior to the election deadline, such shares will be deemed no election shares (unless the holder thereafter makes a timely election); if such failure occurs after the election deadline, such shares will be treated as having elected to receive the stock consideration.
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TopBuild is required to give QXO prompt notice and copies of any demand for appraisal and any withdrawal of such a demand. QXO will have the opportunity to lead all negotiations and proceedings with respect to any such demands, and TopBuild may not, without QXO’s prior written consent, make any payment voluntarily with respect to any demand for appraisal with respect to any dissenting shares, offer to settle or settle, or approve the withdrawal of, any such demands or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with Section 262 of the DGCL or agree to do any of the foregoing.
Judicial Appraisal
If a petition for appraisal is duly filed and a copy is delivered to the surviving corporation, the surviving corporation will be obligated, within 20 days, to file with the Register in Chancery a duly verified list containing the names and addresses of all persons who have demanded appraisal and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery is empowered to conduct a hearing upon the petition and to determine those persons who have complied with Section 262 of the DGCL and who have become entitled to appraisal rights. The Delaware Court of Chancery may require persons who have demanded appraisal to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; failure to comply with such direction may result in dismissal of the proceedings as to that person.
After the Delaware Court of Chancery determines the persons entitled to appraisal and that such persons satisfy at least one of the ownership thresholds described above (i.e., the 1% or $1 million thresholds), the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings.
Determination of Fair Value
Through such proceedings, the Delaware Court of Chancery will determine the fair value of the TopBuild shares at the Titanium Merger effective time held by all stockholders and beneficial owners who have properly perfected appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the Titanium Merger, together with interest, if any, to be paid upon the amount determined to be the fair value.
In determining fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that fair price “obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting person’s exclusive remedy.
Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Titanium Merger effective time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Titanium Merger effective time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery’s entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash (a “voluntary cash payment”), in which case interest will accrue thereafter only upon the
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sum of (i) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (ii) interest theretofore accrued, unless paid at that time. The surviving corporation is under no obligation to make any such voluntary cash payment before the entry of judgment.
The “fair value” of your TopBuild shares as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the per share merger consideration that you would otherwise be entitled to receive under the terms of the merger agreement. QXO and the surviving corporation do not anticipate offering more than the per share merger consideration to any stockholder or beneficial owner exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a TopBuild share is less than the per share merger consideration. An opinion of an investment banking firm as to the fairness, from a financial point of view, of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL.
Costs and Expenses
The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may tax those costs against the parties as the Delaware Court of Chancery deems to be equitable under the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for its own attorneys’ and expert witnesses’ expenses, although, upon application of a person, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any person in connection with the appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court of Chancery are subject to appellate review by the Delaware Supreme Court.
Request for Appraisal Data
Within 120 days after the Titanium Merger effective time, any person who has complied with Section 262 of the DGCL will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which demands for appraisal have been received, and the aggregate number of holders of those shares. The surviving corporation must provide this statement within the later of 10 days of receipt of the request or 10 days after the expiration of the period for delivery of demands for appraisal.
Loss of Appraisal Rights; Withdrawal
If no petition for appraisal is filed within 120 days after the Titanium Merger effective time, all rights to appraisal will cease and all persons who previously demanded appraisal will instead be entitled only to the per share merger consideration, without interest. From and after the Titanium Merger effective time, no person who has demanded appraisal will be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on the shares (except dividends or distributions payable to stockholders of record at a date prior to the effective time).
Any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party may withdraw a demand for appraisal and accept the per share merger consideration by delivering a written withdrawal to the surviving corporation within 60 days after the Titanium Merger effective time. Any attempt to withdraw after such 60-day period will require the written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned on such terms as the Delaware Court of Chancery deems just; provided, however, that the foregoing will not affect the right of any person who has not commenced an appraisal proceeding or joined such a proceeding as a named party to withdraw such person’s demand for appraisal and to accept the per share merger consideration within 60 days after the effective time.
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The foregoing summary is qualified in its entirety by reference to the full text of Section 262 of the DGCL, a copy of which may be accessed without subscription or cost at https://delcode.delaware.gov/title8/c001/sc09/index.shtml#262. Any person wishing to exercise appraisal rights should review Section 262 of the DGCL carefully and consult with legal and financial advisors before attempting to exercise such rights.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following general discussion addresses the material U.S. federal income tax consequences to U.S. holders (as defined below) of TopBuild shares that exchange their TopBuild shares for the merger consideration in the mergers. This discussion is based on the Code, Treasury Regulations, administrative rulings, published positions of the IRS and judicial decisions, all as currently in effect and all of which are subject to change and to differing interpretations (possibly with retroactive effect), and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion.
This discussion applies only to U.S. holders that hold their TopBuild shares as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is not a complete description of all of the U.S. federal income tax consequences of the mergers, nor does it describe any tax consequences of the mergers arising under the laws of any state, local or non-U.S. jurisdiction, any U.S. federal estate, gift, generation skipping or alternative minimum tax considerations, or under any U.S. federal laws other than those pertaining to the U.S. federal income tax consequences of the mergers.
Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular U.S. holders in light of their individual circumstances (including the impact of the Medicare contribution tax on certain net investment income) or to U.S. holders that are subject to special treatment under the U.S. federal income tax laws, such as:
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banks or other financial institutions;
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mutual funds;
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tax-exempt organizations;
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governmental agencies or instrumentalities;
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insurance companies;
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grantor trusts;
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dealers or traders in securities, commodities or currencies;
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entities or arrangements treated as partnerships or other pass-through entities (including S corporations) for U.S. federal income tax purposes and partners and other investors in such partnerships or other pass-through entities (including S corporations);
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holders that are not U.S. holders;
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certain expatriates;
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holders that exercise appraisal rights;
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regulated investment companies and real estate investment trusts;
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broker-dealers;
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holders liable for the alternative minimum tax;
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holders that have a functional currency other than the U.S. dollar;
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holders who received their TopBuild shares through the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation;
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holders that hold (or that held, directly or constructively, at any time during the five-year period ending on the date of the disposition of such holder’s TopBuild shares pursuant to the mergers) 5% or more of the TopBuild shares (by vote or value);
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holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement”; and
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holders who hold TopBuild shares as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment.
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In addition, this discussion does not address any state, local or non-U.S. tax considerations of the mergers, nor does it address the impact of the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith) or any U.S. federal laws other than those pertaining to the U.S. federal income tax.
Definition of U.S. Holder
For purposes of this discussion, a “U.S. holder” is a beneficial owner of TopBuild shares who is, for U.S. federal income tax purposes:
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an individual who is a citizen or resident of the United States;
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a corporation or other entity taxable as a corporation, created or organized under the laws of the United States, any state thereof or the District of Columbia;
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an estate that is subject to U.S. federal income tax on its income regardless of its source; or
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a trust that (A) is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (B) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.
If a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds TopBuild shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Accordingly, such partners and partnerships should consult their tax advisors regarding the particular tax considerations of the mergers to them.
Each holder of TopBuild shares should consult his, her or its tax advisor with respect to the particular tax considerations of the mergers to such holder. Holders of TopBuild shares that are not U.S. holders (“non-U.S. holders”) should consult their own tax advisors regarding the possibility that, in the event the applicable withholding agent is unable to determine whether any cash consideration paid to them in the mergers should be treated as a dividend for applicable U.S. federal income tax purposes, such withholding agent may withhold U.S. federal withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the entire amount of any cash consideration payable to such non-U.S. holder in the mergers, and such non-U.S. holders should consult their own tax advisors as to the possible desirability and timing of selling any TopBuild shares or QXO shares that they own.
Intended Tax Treatment
For U.S. federal income tax purposes, the first merger and the second merger, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The merger agreement has been adopted as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), and the parties have agreed to treat the mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal, state and other relevant income tax purposes and to file all tax returns consistent with such tax treatment.
It is a condition to TopBuild’s obligation to complete the mergers that TopBuild receive an opinion from Jones Day, counsel to TopBuild (or if Jones Day is unable to deliver such opinion, Paul, Weiss, Rifkind, Wharton & Garrison LLP or another nationally recognized law firm reasonably satisfactory to QXO and TopBuild), dated as of the closing date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “tax opinion”).
The tax opinion is or will be based on factual representations contained in officer’s certificates or representation letters provided by QXO and TopBuild, representations and covenants contained in the merger agreement, and on certain customary factual assumptions, all of which must continue to be true and accurate as of the consummation of the mergers. If any of the representations, covenants or assumptions upon which the tax opinion is or will be based is inconsistent with the actual facts, the U.S. federal income tax
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consequences of the mergers could be materially different from those discussed below. The tax opinion is not binding on the IRS or any court, and neither QXO nor TopBuild intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the mergers. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below.
Accordingly, and on the basis that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the mergers to U.S. holders generally are as follows.
U.S. Federal Income Tax Consequences of the Mergers to U.S. Holders
The U.S. federal income tax consequences of the mergers to a U.S. holder will generally depend on whether the U.S. holder exchanges its TopBuild shares for cash consideration, stock consideration, or a combination of QXO shares and cash consideration.
Because of the proration mechanics described elsewhere in this joint proxy statement/prospectus, a U.S. holder who makes a cash election or a stock election may receive a mix of cash and stock that differs from the form of consideration elected. Accordingly, a U.S. holder who makes a cash election or a stock election will not know the exact U.S. federal income tax consequences of the mergers to such holder at the time such holder must make an election or vote on the merger agreement. U.S. holders who make a cash election or a stock election are urged to read each of the subsections below because, due to the operation of the proration mechanics, they may receive a combination of QXO shares and cash in exchange for their TopBuild shares.
Exchange Solely for QXO Shares
If, pursuant to the mergers, a U.S. holder exchanges all of its TopBuild shares solely for QXO shares, that U.S. holder generally will not recognize any gain or loss on the exchange, except with respect to cash received in lieu of a fractional QXO share (as discussed below under “— Cash in Lieu of a Fractional Share”).
The aggregate adjusted tax basis of the QXO shares received in the mergers (including fractional shares deemed received and redeemed as described below under “— Cash in Lieu of a Fractional Share”) will be equal to the aggregate adjusted tax basis of the TopBuild shares surrendered. The holding period of the QXO shares received in the mergers (including fractional shares deemed received and redeemed as described below) will include the holding period of the TopBuild shares surrendered.
If a U.S. holder acquired different blocks of TopBuild shares at different times or different prices, such U.S. holder should consult his, her, or its tax advisor as to the determination of the tax bases and holding periods of the QXO shares received in the mergers.
U.S. holders electing to receive solely stock consideration in the mergers may be subject to proration (as described in the section titled “The Merger Agreement — Proration”), which may result in the receipt of a portion of the merger consideration in cash consideration, in addition to stock consideration. See “— Exchange for a Combination of QXO Shares and Cash” below for a general description of the U.S. federal income tax consequences to U.S. holders of the receipt of stock consideration and cash consideration.
Exchange Solely for Cash
The exchange of TopBuild shares solely for cash generally will result in the recognition of gain or loss equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the TopBuild shares surrendered. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period with respect to the TopBuild shares surrendered is more than one year at the effective time of the first merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.
If a U.S. holder acquired different blocks of TopBuild shares at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of TopBuild shares.
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In certain circumstances, if a U.S. holder actually or constructively owns QXO shares after the mergers, the cash consideration received could be treated as having the effect of a distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such U.S. holder may have dividend income up to the amount of the cash consideration received. Because the possibility of dividend treatment depends primarily upon the particular circumstances of a U.S. holder, including the application of certain constructive ownership rules, U.S. holders that actually or constructively own QXO shares should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances.
U.S. holders electing to receive solely cash consideration in the mergers may be subject to proration (as described in the section titled “The Merger Agreement — Proration”), which may result in the receipt of a portion of the merger consideration in stock consideration, in addition to cash consideration. See “— Exchange for a Combination of QXO shares and Cash” below for a general description of the U.S. federal income tax consequences to U.S. holders of the receipt of stock consideration and cash consideration.
Exchange for a Combination of QXO shares and Cash
A U.S. holder who receives a combination of QXO shares and cash (other than cash in lieu of a fractional QXO share) pursuant to the mergers generally will recognize gain (but not loss) in an amount equal to the lesser of (1) the sum of the amount of the cash (other than cash in lieu of a fractional QXO share) and the fair market value of the QXO shares received, minus that U.S. holder’s adjusted tax basis in its TopBuild shares surrendered in exchange therefor, and (2) the amount of cash received.
If a U.S. holder acquired different blocks of TopBuild shares at different times or different prices, any gain or loss may be determined separately for each block of shares and such U.S. holder’s basis and holding period in its QXO shares may be determined with reference to each block of TopBuild shares. Any such U.S. holder should consult his, her or its tax advisor regarding the manner in which the cash consideration and stock consideration should be allocated among different blocks of TopBuild shares surrendered, including the ability to specifically identify TopBuild shares exchanged for the cash consideration, and the determination of the tax bases and holding periods of the QXO shares received.
Any recognized gain will generally be long-term capital gain if the U.S. holder’s holding period with respect to the TopBuild shares surrendered is more than one year at the effective time of the first merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates.
In certain circumstances, if a U.S. holder actually or constructively owns QXO shares other than QXO shares received pursuant to the mergers, the recognized gain could be treated as having the effect of the distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such gain would be treated as dividend income. Because the possibility of dividend treatment depends upon the particular circumstances of a U.S. holder, including the application of certain constructive ownership rules, U.S. holders should consult their tax advisors regarding the potential application of the foregoing rules to their particular circumstances.
The aggregate tax basis of the QXO shares received (including fractional shares deemed received and redeemed as described below under “— Cash in Lieu of a Fractional Share”) will be equal to the aggregate adjusted tax basis of the TopBuild shares surrendered, reduced by the amount of cash consideration received by the U.S. holder (excluding any cash in lieu of a fractional share) and increased by the amount of gain (regardless of whether such gain is classified as capital gain or dividend income, as discussed above, but excluding any gain recognized with respect to cash in lieu of a fractional share), if any, recognized by the U.S. holder on the exchange. The holding period of the QXO shares received in the mergers (including fractional shares deemed received and redeemed as described below) will include the holding period of the TopBuild shares surrendered.
Cash in Lieu of a Fractional Share
U.S. holders who receive cash in lieu of a fractional QXO share will generally be treated as having received such fractional share and then as having received such cash in redemption of the fractional share. Gain or loss generally will be recognized based on the difference between the amount of cash received in lieu
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of the fractional share and the tax basis allocated to such fractional share. Such gain or loss generally will be long-term capital gain or loss if the holding period for such shares is more than one year at the effective time of the first merger. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
Information reporting and backup withholding (currently, at a rate of 24%) may apply to payments made in connection with the mergers. Backup withholding will not apply, however, if the recipient provides proof of an applicable exemption or furnishes its taxpayer identification number and otherwise complies with all applicable certification requirements. Backup withholding is not an additional tax. Any amounts withheld may be allowed as a refund or credit against such U.S. holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.
THE PRECEDING DISCUSSION IS INTENDED ONLY AS A GENERAL DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS. THE PRECEDING DISCUSSION IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS THAT MAY BE IMPORTANT TO YOU. HOLDERS OF TOPBUILD SHARES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGERS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.
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ACCOUNTING TREATMENT OF THE MERGERS
The mergers will be accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, with QXO treated as the accounting acquirer. QXO was determined to be the accounting acquirer for several reasons, including but not limited to QXO shareholders being expected to hold the majority of the common shares outstanding of the combined company, as well as the composition of the management team (including the chief executive officer) and board of directors of the combined company. Under the acquisition method, the purchase price paid by QXO in connection with the mergers will be allocated to the tangible and identifiable intangible assets acquired and the liabilities assumed from TopBuild based upon their respective estimated fair values as of the date of the completion of the mergers. The excess, if any, of the purchase price over the estimated fair values of the net assets acquired will be recorded as goodwill.
The purchase price allocation is dependent upon certain valuations, final acquisition accounting and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the purchase price allocation set forth in the unaudited pro forma combined financial information included elsewhere in this joint proxy statement/prospectus is preliminary, has been made solely for the purpose of providing such pro forma financial information, and is subject to revision based on a final determination of fair value as of the date of the completion of the mergers. Differences between the preliminary estimates and the final acquisition accounting may have a material impact on the unaudited pro forma combined financial information and the combined company’s future results of operations and financial position.
For additional information, see “Unaudited Pro Forma Combined Financial Statements” included elsewhere in this joint proxy statement/prospectus.
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REGULATORY APPROVALS REQUIRED FOR THE MERGERS
The mergers are subject to the requirements of the HSR Act, and the rules and regulations promulgated thereunder. Under the HSR Act, the mergers may not be completed until each of QXO and TopBuild has filed the required notification and report forms with the FTC and the Antitrust Division of the DOJ and the applicable waiting period has expired or been earlier terminated.
Pursuant to the merger agreement, each of QXO and TopBuild is required to make all filings under the HSR Act within 10 business days following the date of the merger agreement. QXO and TopBuild each filed an HSR Act notification with the FTC and the DOJ on April 24, 2026, and the HSR Act waiting period expires on May 26, 2026.
At any time before or after the consummation of the mergers, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, the FTC, the DOJ or any state attorney general could take such action under applicable antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the mergers, seeking the divestiture of substantial assets of QXO, TopBuild or their respective subsidiaries, or imposing conditions on the combined company’s operations. Private parties may also seek to take legal action under antitrust laws under certain circumstances.
The closing of the mergers is also conditioned upon no court or other governmental entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law, order, injunction, or other judgment, order or decree (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the mergers.
In addition, QXO has filed a registration statement on Form S-4 with the SEC under the Securities Act, of which this joint proxy statement/prospectus forms a part, that must be declared effective by the SEC in order for the mergers to be completed.
The mergers also require antitrust clearance from the Canadian Competition Bureau, or the expiration of the statutory waiting period under Part IX of the Competition Act (Canada). QXO and TopBuild each filed a request for an advanced ruling certificate on May 1, 2026 and notifications under Part IX of the Competition Act (Canada) with the Canadian Competition Bureau on May 1, 2026.
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LISTING OF QXO COMMON STOCK; DELISTING AND DEREGISTRATION OF TOPBUILD COMMON STOCK
QXO shares are currently listed on the NYSE under the symbol “QXO.” It is a condition to the closing of the mergers that the QXO shares to be issued in the Titanium Merger, and such other QXO shares to be reserved for issuance in connection with the Titanium Merger, be approved for listing on the NYSE, subject to official notice of issuance. QXO will use its reasonable best efforts to cause such shares to be approved for listing on the NYSE prior to the Titanium Merger effective time. Although the merger agreement provides that such QXO shares will be listed on the NYSE, there can be no assurance that such QXO shares will continue to be listed in the future.
TopBuild shares are currently listed on the NYSE under the symbol “BLD.” Following the completion of the mergers, TopBuild shares will be delisted from the NYSE and deregistered under the Exchange Act, and will cease to be publicly traded. As of and after the Titanium Merger effective time, holders of TopBuild shares will no longer have any rights as stockholders of TopBuild (other than the right to receive the per share merger consideration and, with respect to holders who have properly demanded and perfected appraisal rights, the right to receive such consideration as may be determined to be due pursuant to Section 262 of the DGCL).
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THE MERGER AGREEMENT
The following description sets forth the principal terms of the merger agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A and incorporated by reference into this joint proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this description, which is a summary by nature. This description does not purport to be complete and is qualified in its entirety by reference to the complete text of the merger agreement. You are encouraged to read the merger agreement carefully and in its entirety, as well as this joint proxy statement/prospectus. This section is only intended to provide you with information regarding the terms of the merger agreement. Neither QXO nor TopBuild intends that the merger agreement be a source of business or operational information about QXO or TopBuild. Accordingly, the representations, warranties, covenants and other agreements in the merger agreement should not be read alone, and you should read the information provided elsewhere in this joint proxy statement/prospectus and in the public filings of QXO and TopBuild with the SEC, as described in “Where You Can Find More Information.”
Explanatory Note Regarding the Merger Agreement
The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about QXO and TopBuild contained in this joint proxy statement/prospectus or in the public reports of QXO and TopBuild filed with the SEC may supplement, update or modify the factual disclosures about QXO and TopBuild contained in the merger agreement. The representations, warranties, covenants and other agreements made in the merger agreement by QXO and TopBuild were qualified and subject to important limitations agreed to by QXO and TopBuild in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the mergers if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and to allocate risk between the parties, rather than to establish matters as facts. The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from that generally applicable to SEC filings, and in some cases were qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement. Any inaccuracies in such representations and warranties are subject to waiver by the parties without notice or liability to any other person. In some instances, the representations and warranties in the merger agreement may represent an allocation among the parties of risks associated with particular matters regardless of the knowledge of any of the parties. Consequently, persons other than the parties may not rely upon the representations and warranties in the merger agreement as characterizations of actual facts or circumstances as of the date of the merger agreement or as of any other date.
The Mergers
The merger agreement provides that, subject to the terms and conditions of the merger agreement, and in accordance with the DGCL and the DLLCA, (i) Titanium Merger Sub will be merged with and into TopBuild, and the separate existence of Titanium Merger Sub will cease, and TopBuild will continue as the surviving corporation and (ii) immediately following the Titanium Merger, the surviving corporation will be merged with and into Forward Merger Sub, and the separate existence of the surviving corporation will cease and Forward Merger Sub will continue as the surviving company. Accordingly, QXO and TopBuild have agreed to take all necessary action to cause the mergers to become effective as soon as practicable following the closing of the mergers.
The certificate of incorporation of TopBuild in effect immediately prior to the Titanium Merger effective time will be amended and restated in its entirety in the form set forth in Annex B of the merger agreement and will be the certificate of incorporation of the surviving corporation at and immediately after the Titanium Merger effective time. The bylaws of Titanium Merger Sub in effect immediately prior to the Titanium Merger effective time will be the bylaws of the surviving corporation at and immediately after the Titanium Merger effective time, except that all references therein to Titanium Merger Sub will be automatically amended to become references to the surviving corporation. The certificate of formation and
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the limited liability company agreement of Forward Merger Sub in effect immediately prior to the effective time of the Forward Merger will be the certificate of formation and the limited liability company agreement of the surviving company at and immediately after the effective time of the Forward Merger, except that all references therein to Forward Merger Sub will be automatically amended to become references to the surviving company.
Board of Directors and Officers
Under the merger agreement, the parties will take all requisite actions so that the board of directors of the surviving corporation from and after the Titanium Merger effective time will consist of the members of the board of directors of Titanium Merger Sub immediately prior to the Titanium Merger effective time and that the officers of the surviving corporation from and after the Titanium Merger effective time will consist of the officers of Titanium Merger Sub immediately prior to the Titanium Merger effective time. Under the merger agreement, the parties will take all requisite actions so that the officers of the surviving company from and after the effective time of the Forward Merger will consist of the officers of Forward Merger Sub immediately prior to the effective time of the Forward Merger.
Merger Consideration
Subject to certain proration and election procedures as described in the merger agreement, at the Titanium Merger effective time, each TopBuild share issued and outstanding immediately prior to the Titanium Merger effective time (other than certain excluded shares, cancelled shares and dissenting shares), will be automatically converted at the Titanium Merger effective time into the right to receive, at the election of the holder, one of the following forms of consideration: (i) 20.200 QXO shares or (ii) an amount in cash equal to $505.00.
At the Titanium Merger effective time, each share of Titanium Merger Sub’s common stock issued and outstanding prior to the Titanium Merger effective time will be converted into one fully paid share of common stock of the surviving corporation.
The holders of certificates or book-entry shares which immediately prior to the Titanium Merger effective time represented TopBuild shares will cease to have any rights with respect to such TopBuild shares other than the right to receive, upon surrender of such certificates or book-entry shares in accordance with the procedures set forth in the merger agreement, the per share merger consideration, without interest, or, with respect to TopBuild shares of a holder who exercises appraisal rights in accordance with Delaware law, the rights set forth in Section 262 of the DGCL.
In lieu of the issuance of any fractional part of a share of QXO shares, QXO will pay to each former TopBuild stockholder who otherwise would be entitled to receive a fractional QXO share an amount in cash (without interest) equal to such fractional QXO share multiplied by the closing price of QXO shares on the NYSE on the last trading day immediately preceding the Titanium Merger effective time, rounded to the nearest cent.
Adjustments to Prevent Dilution
If at any time during the period between the date of the merger agreement and the Titanium Merger effective time, any change in the number of TopBuild shares or QXO shares, as applicable, or securities convertible or exchangeable into or exercisable for TopBuild shares or QXO shares, as applicable, shall occur as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer or other similar transaction, the per share merger consideration and payments pursuant to the treatment of TopBuild equity awards shall be equitably adjusted; provided, that neither TopBuild nor QXO may take any action with respect to its securities or otherwise that is prohibited by the terms of the merger agreement.
Form of Election and Election Deadline
The election deadline will be 5:00 p.m. (Eastern Time) on the business day that is five business days prior to the date of the TopBuild stockholder meeting, or such other date and time as QXO may publicly
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announce with TopBuild’s consent. QXO and TopBuild will publicly announce the anticipated election deadline at least five business days prior to the election deadline. At least thirty days prior to the anticipated election deadline (or such other date as QXO and TopBuild mutually agree in writing), an election form and certain transmittal materials will be mailed to each holder of record of TopBuild shares. Each record holder of TopBuild shares issued and outstanding immediately prior to the Titanium Merger effective time (other than certain excluded shares, cancelled shares and dissenting shares), subject to the proration and allocation provisions described in the merger agreement and this section, will be entitled to make a cash election or a stock election prior to the election deadline with respect to each TopBuild share held prior to the election deadline. Elections will be made by transmitting a properly completed election form, certificates representing the TopBuild shares for which the election is being made (except with respect to book-entry TopBuild shares), a duly completed letter of transmittal and any other customary exchange documents as the exchange agent may require to the exchange agent by the election deadline. QXO shall determine in its reasonable discretion (which discretion QXO may delegate to the exchange agent), whether an election form and other appropriate transmittal materials have been properly completed, signed and submitted or revoked. A holder of TopBuild shares that does not submit a properly completed election form prior to the election deadline will be considered to have made a stock election, and any TopBuild shares with respect to which the exchange agent does not receive a properly completed election form during the period from the date the election form is mailed to the election deadline will be considered “no election shares”. An election may be revoked or changed by written notice received by the exchange agent prior to the election deadline. Unless a properly completed election form is thereafter submitted prior to the election deadline, shares for which an election form has been revoked will be “no election shares” and will be treated as having elected to receive the stock consideration.
Proration
The maximum number of TopBuild shares to be converted into the right to receive the cash consideration will be equal to forty-five percent (45%) of the aggregate number of TopBuild shares issued and outstanding immediately prior to the Titanium Merger effective time. The maximum number of TopBuild shares to be converted into the right to receive the stock consideration will be equal to fifty-five percent (55%) of the aggregate number of TopBuild shares issued and outstanding immediately prior to the Titanium Merger effective time (other than cancelled shares), which maximum number may be increased (but not decreased) by QXO in its sole discretion prior to the Titanium Merger effective time, if and only if holders of TopBuild shares have elected more than fifty-five percent (55%) of the number of eligible TopBuild shares to receive the stock consideration, upon written notice to TopBuild at any time prior to the closing of the mergers. QXO will inform the exchange agent of any increase in the maximum number of TopBuild shares for which stock elections may be made prior to the closing of the mergers. As a result, the form of consideration a TopBuild stockholder elects to receive may be adjusted pursuant to the proration procedures set forth in the merger agreement such that such TopBuild stockholder may receive, in part, a different form of consideration than the form of consideration elected.
If the aggregate number of TopBuild shares for which cash elections have been made exceeds the maximum cash election number, all TopBuild shares for which stock elections have been made will be converted into the right to receive stock consideration and all TopBuild shares for which cash elections have been made will be converted into the right to receive (i) a cash amount (without interest) equal to the product of the cash consideration and a fraction (the “cash proration fraction”), the numerator of which is the maximum cash election number and the denominator of which is the aggregate number of TopBuild shares for which cash elections have been made, and (ii) a number of validly issued, fully paid and non-assessable QXO shares equal to the product of the stock consideration and one minus the cash proration fraction.
If the aggregate number of TopBuild shares for which stock elections have been made exceeds the maximum stock election number, all TopBuild shares for which cash elections have been made will be converted into the right to receive cash consideration and all TopBuild shares for which stock elections have been made will be converted into the right to receive (i) a number of validly issued, fully paid and non-assessable QXO shares equal to the product of the stock consideration and a fraction (the “stock proration fraction”), the numerator of which is the maximum stock election number and the denominator of which is the aggregate number of TopBuild shares for which stock elections have been made, and (ii) a cash amount
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(without interest) equal to the product of the cash consideration and one minus the stock proration fraction (with the resulting cash amount rounded down to the nearest cent).
Exchange Agent
QXO will deposit (or cause to be deposited) with an exchange agent selected by QXO and reasonably acceptable to TopBuild, for the benefit of holders of TopBuild shares (i) at the Titanium Merger effective time, certificates, or at QXO’s option, evidence of non-certificated QXO shares in book entry form in an amount sufficient for the aggregate stock consideration, (ii) at the Titanium Merger effective time, an amount of cash sufficient for the aggregate cash consideration and (iii) as necessary from time to time after the Titanium Merger effective time any cash and dividends or other distributions to be issued or paid for TopBuild shares outstanding immediately prior to the Titanium Merger effective time (such cash, certificates for QXO shares and evidence of book entry QXO shares, together with the amount of any such dividends or distributions payable pursuant to the merger agreement with respect thereto, the “exchange fund”). The exchange agent will invest the cash available in the exchange fund as directed by QXO, provided that such investments will be in obligations, funds and amounts typical for similar transactions. To the extent that there are losses with respect to such investments, or the exchange fund diminishes below the level required to make prompt cash payment of the aggregate cash portion of the exchange fund, QXO will promptly replace or restore the cash in the exchange fund to ensure that the exchange fund is at all times maintained at a level sufficient to make such cash payments. The exchange agent will act as the agent for stockholders of TopBuild for purposes of receiving and holding their certificates and book entry TopBuild shares.
Treatment of TopBuild Equity Awards
Pursuant to the merger agreement, at the Titanium Merger effective time:
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each TopBuild option will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive QXO shares equal to (a) the number of TopBuild shares subject to such TopBuild option as of immediately prior to the Titanium Merger effective time, multiplied by (b) the quotient obtained by dividing (x) the excess, if any, of (1) the cash consideration minus (2) the exercise price applicable to such TopBuild option by (y) $25.00, with such QXO shares to be delivered as soon as reasonably practicable (but no later than 10 calendar days) after the Titanium Merger effective time;
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each TopBuild restricted stock award will be fully vested and the holder thereof will be entitled to receive the cash consideration or stock consideration, as applicable;
•
each outstanding and not yet settled TopBuild RSU award will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be converted into a restricted stock unit award relating to a number of QXO shares based on an equity award exchange ratio equal to the stock consideration, with any fractional shares rounded to the nearest whole number of shares. Such converted awards will remain subject to the same terms and conditions that applied to such awards (including vesting and settlement terms and conditions) immediately prior to the Titanium Merger effective time. However, any amounts relating to accrued but unvested and unpaid dividend equivalent rights corresponding to a TopBuild RSU award will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding TopBuild RSU award immediately prior to the Titanium Merger effective time and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger effective time will be paid within 30 days following vesting; and
•
each outstanding TopBuild PSU award will, by virtue of the Titanium Merger and without any action on the part of the holder thereof, be converted into a restricted stock unit award based solely on service-based conditions (determined based on the target performance for such TopBuild PSU award) relating to a number of QXO shares based on an equity award exchange ratio equal to the stock consideration, with any fractional shares rounded to the nearest whole number of shares. Such converted awards will remain subject to the same terms and conditions that applied to such awards (including vesting (other than performance conditions) and settlement terms and conditions) immediately prior to the Titanium Merger effective time. However, any amounts relating to accrued but unvested and unpaid dividend equivalent rights corresponding to a TopBuild PSU award will carry
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over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding TopBuild PSU award immediately prior to the Titanium Merger effective time and any dividend equivalents that are payable with respect to such converted awards following the Titanium Merger effective time will be paid within 30 days following vesting.
Effect of the Forward Merger
At the effective time of the Forward Merger, all membership interests in Forward Merger Sub issued and outstanding immediately prior to the effective time of the Forward Merger will be converted into an equal number of membership interests in the surviving company, and each share of common stock of the surviving corporation will cease to be outstanding, will be cancelled and will cease to exist and no stock, cash or other consideration will be delivered in exchange for such stock.
Dissenters’ Rights
Notwithstanding anything in the merger agreement to the contrary, TopBuild shares issued and outstanding immediately prior to the Titanium Merger effective time, held by a TopBuild stockholder who is entitled to demand appraisal rights under Section 262 of the DGCL and who properly demands appraisal of such TopBuild shares pursuant to, and who complies in all respects with, Section 262 of the DGCL, shall not be converted into or represent the right to receive the per share merger consideration to which such holder would otherwise be entitled pursuant to the merger agreement. Such holder will only be entitled to such rights as are granted by Section 262 of the DGCL. If any dissenting TopBuild stockholder fails to perfect their dissenters’ rights under the DGCL or effectively withdraws or otherwise loses such rights to appraisal with respect to any dissenting shares, each such dissenting TopBuild share will automatically be deemed to have converted at the Titanium Merger effective time into the right to receive (without any interest) the per share merger consideration to which such holder of TopBuild shares would be entitled pursuant to the merger agreement, and will not be deemed to be dissenting shares. Notwithstanding anything to the contrary under the merger agreement, if, prior to its effective date, the Titanium Merger is rescinded or abandoned, then the right of a TopBuild stockholder to be paid the fair value of such holder’s dissenting shares pursuant to Section 262 of the DGCL will cease. TopBuild will give QXO (i) prompt notice and copies of any demand for payment of the fair value of any TopBuild shares (or written threats thereof) or any attempted withdrawal of any such demand for payment and any other instrument served pursuant to the DGCL and received by TopBuild relating to any stockholder’s dissenters’ rights and (ii) the opportunity to lead all negotiations and proceedings with respect to any such demands for payment under the DGCL. TopBuild will not, without QXO’s prior written consent, make any voluntary payment with respect to any demand for appraisal with respect to any dissenting shares, offer to settle or settle, or approve the withdrawal of, any such demands or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with Section 262 of the DGCL or agree to do any of the foregoing.
Closing of Transfer Books
At the Titanium Merger effective time, TopBuild’s stock transfer books will be closed and there will be no further registrations of transfer on TopBuild’s stock transfer books of TopBuild shares that were outstanding immediately prior to the Titanium Merger effective time. If, after the Titanium Merger effective time, any certificate is presented to the surviving company, QXO or the exchange agent for transfer, it will be cancelled and exchanged for the cash amount in immediately available funds to which the holder is entitled pursuant to the merger agreement.
Termination of the Exchange Fund
Any portion of the exchange fund that remains unclaimed by TopBuild stockholders one year after the Titanium Merger effective time will be delivered to the surviving company. Any holder of TopBuild shares (other than holders of cancelled shares or dissenting shares) who has not complied with the merger agreement will look only to QXO and the surviving company for payment of the per share merger consideration upon due surrender of its certificates (or affidavits of loss in lieu thereof) or book-entry TopBuild shares, without any interest thereon. None of the surviving company, QXO, the exchange agent or any other person
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shall be liable to any former holder of TopBuild shares for any amount required to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.
Withholding Rights
QXO, Titanium Merger Sub, Forward Merger Sub, the surviving corporation, the surviving company, the exchange agent and any other applicable withholding agent shall be entitled to deduct and withhold from any amounts otherwise payable under the merger agreement (including the mergers), such amounts as are required to be withheld or deducted under the Code, Treasury Regulations or any provision of state, local or non-U.S. tax law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable governmental entity, such withheld or deducted amounts shall be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding were made.
Lost, Stolen or Destroyed Share Certificates
If any certificate has been lost, stolen or destroyed, upon the making of an affidavit (satisfactory to the exchange agent, acting reasonably) of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by QXO, the posting by such person of a bond in customary amount and upon such terms as may be required by QXO as indemnity against any claim that may be made against it or the surviving company with respect to such certificate, the exchange agent shall pay, in exchange for such lost, stolen or destroyed certificate, the per share merger consideration to be paid in respect of the TopBuild shares represented by such certificate as contemplated by the merger agreement.
Representations and Warranties
In the merger agreement, TopBuild has made representations and warranties to QXO, Titanium Merger Sub and Forward Merger Sub with respect to, among other things:
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organization, good standing and qualification;
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capital structure;
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corporate authority and approval of proposed transaction;
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required consents and approvals, and absence of violations of laws, organizational documents and agreements;
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financial statements and SEC filings;
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the absence of certain changes;
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litigation and undisclosed liabilities;
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employees and employee benefit plans;
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permits and licenses and compliance with laws;
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state takeover statutes;
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environmental matters;
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taxes;
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labor matters;
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intellectual property;
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insurance;
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key contracts;
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real property;
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customer and supplier relationships;
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brokers’ fees and expenses;
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accuracy of information supplied for purposes of this joint proxy statement/prospectus;
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the respective opinions of TopBuild’s financial advisors to the TopBuild board; and
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standstill and exclusivity agreements.
Some of the representations and warranties in the merger agreement made by TopBuild are qualified as to “materiality” or “TopBuild material adverse effect.” For purposes of the merger agreement, a “TopBuild material adverse effect” means any event, change, effect, development, circumstance, state of facts, condition or occurrence that, when considered individually or in the aggregate, is or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of TopBuild and its subsidiaries, taken as a whole. The definition of “TopBuild material adverse effect” excludes the following from constituting, whether alone or in combination, or being taken into account in determining whether there has been a TopBuild material adverse effect:
(i)
changes or developments in economic, business or labor conditions generally in the United States or other countries in which TopBuild or any of its subsidiaries conduct operations, including (1) any changes or developments in or affecting the securities, credit or financial markets, (2) any changes or developments in or affecting interest, currency or exchange rates, commodity prices, tariffs, anti-dumping or countervailing duties, surtaxes or any trade wars or (3) the effect of any potential or actual government shutdown;
(ii)
changes or developments in or affecting the industry or industries in which TopBuild or any of its subsidiaries operate (including such changes or developments resulting from general economic conditions);
(iii)
the announcement of the merger agreement and the transactions contemplated thereby, including changes, developments, effects or events (each an “effect”) as a result of the identification of QXO or any of its affiliates as the acquiror of TopBuild, provided, that, this exception does not apply to any representation or warranty related to the absence of violations of laws, organizational documents and agreements (or any condition to any party’s obligation to consummate the mergers relating to such representation or warranty) to the extent such representation or warranty addresses the consequences of any effect arising out of, relating to or resulting from the execution and delivery of the merger agreement or the consummation of the mergers;
(iv)
changes or developments arising out of acts of terrorism or sabotage, civil disturbances or unrest, war (whether or not declared), the commencement, continuation or escalation of a war or military action, acts of hostility, weather conditions or other acts of God (including storms, earthquakes, floods or other natural disasters or changes due to the outbreak or continuation of any epidemic, pandemic or other health crisis), including any actual or threatened material worsening of such conditions;
(v)
actions expressly required of TopBuild under the merger agreement, provided, that, this exception does not apply to the substance or content of any information received by QXO, its directors, officers, managers, employees, investment bankers, attorneys, accountants and other advisors and representatives (collectively, the “representatives”) pursuant to the merger agreement;
(vi)
any civil, criminal or administrative actions, suits, claims, investigations, audit, examinations or other proceedings (each, an “action”) alleging breach of fiduciary duty or violation of any applicable federal, state, local or foreign law, rule, regulation, order, judgment, decree or requirement of any governmental entity (collectively, “laws”) relating to the merger agreement or the transactions contemplated by the merger agreement, including as this exception applies to the effects arising out of, relating to or resulting from the bringing of such action, but excluding the effects relating to or resulting from an actual breach or violation of law;
(vii)
changes or developments in applicable laws, regulatory policies or the definitive interpretations thereof;
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(viii)
changes or developments in GAAP or any foreign equivalents thereof or the interpretations thereof;
(ix)
any failure, in and of itself, by TopBuild to meet any internal or public projections, forecasts or estimates of revenues or earnings for any period; and
(x)
a decline, in and of itself, in the price or trading volume of TopBuild’s common stock or any change in the ratings or ratings outlook for TopBuild or any of its subsidiaries;
except, in the cases of the foregoing clauses (i), (ii), (iv), (vii) or (viii), to the extent that such changes or developments have a disproportionate effect on TopBuild and its subsidiaries, taken as a whole, relative to others in the industry or industries in which TopBuild and its subsidiaries operate.
In the merger agreement, QXO, Titanium Merger Sub and Forward Merger Sub have made representations and warranties to TopBuild with respect to:
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organization, good standing, and qualification;
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capital structure;
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corporate authority;
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governmental filings and absence of violation of laws;
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financial statements and SEC filings;
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the absence of certain changes;
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litigation;
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compliance with laws;
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taxes;
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financing commitments;
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capitalization of Titanium Merger Sub;
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capitalization of Forward Merger Sub;
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ownership of securities of TopBuild and absence of certain relationships with TopBuild;
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brokers’ fees and expenses;
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accuracy of information supplied for purposes of this joint proxy statement/prospectus;
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solvency; and
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the opinion of its financial advisor.
Some of the representations and warranties in the merger agreement made by QXO, Titanium Merger Sub and Forward Merger Sub are qualified as to “materiality” or “QXO material adverse effect.” For purposes of the merger agreement, a “QXO material adverse effect” means any event, change, effect, development, circumstance, state of facts, condition or occurrence that, when considered individually or in the aggregate, is or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of QXO and its subsidiaries, taken as a whole. The definition of “QXO material adverse effect” excludes the following from constituting, whether alone or in combination, or being taken into account in determining whether there has been a QXO material adverse effect:
(i)
changes or developments in economic, business or labor conditions generally in the United States or other countries in which QXO or any of its subsidiaries conduct operations, including (1) any changes or developments in or affecting the securities, credit or financial markets, (2) any changes or developments in or affecting interest, currency or exchange rates, commodity prices, tariffs, anti-dumping or countervailing duties, surtaxes or any trade wars or (3) the effect of any potential or actual government shutdown;
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(ii)
changes or developments in or affecting the industry or industries in which QXO or any of its subsidiaries operate (including such changes or developments resulting from general economic conditions);
(iii)
the announcement of the merger agreement and the transactions contemplated thereby, including any effects as a result of the identification of TopBuild or any of its affiliates;
(iv)
changes or developments arising out of acts of terrorism or sabotage, civil disturbances or unrest, war (whether or not declared), the commencement, continuation or escalation of a war or military action, acts of hostility, weather conditions or other acts of God (including storms, earthquakes, floods or other natural disasters or changes due to the outbreak or continuation of any epidemic, pandemic or other health crisis), including any actual or threatened material worsening of such conditions;
(v)
actions expressly required of QXO under the merger agreement;
(vi)
any action alleging breach of fiduciary duty or violation of any applicable Laws relating to the merger agreement or the transactions contemplated by the merger agreement, including as this exception applies to the effects arising out of, relating to or resulting from the bringing of such action, but excluding the effects relating to or resulting from an actual breach or violation of law;
(vii)
changes or developments in applicable laws, regulatory policies or the definitive interpretations thereof;
(viii)
changes or developments in GAAP or any foreign equivalents thereof or the interpretations thereof;
(ix)
any failure, in and of itself, by QXO to meet any internal or public projections, forecasts or estimates of revenues or earnings for any period; and
(x)
a decline, in and of itself, in the price or trading volume of QXO shares or any change in the ratings or ratings outlook for QXO or any of its subsidiaries,
except, in the cases of the foregoing clauses (i), (ii), (iv), (vii) or (viii), to the extent that such changes or developments have a disproportionate effect on QXO and its subsidiaries, taken as a whole, relative to others in the industry or industries in which QXO and its subsidiaries operate.
None of the representations and warranties of the parties to the merger agreement contained in the merger agreement or in any certificate delivered pursuant to the merger agreement will survive the effective time of the mergers.
Interim Operations of TopBuild Pending the Mergers
TopBuild has agreed that, from the date of the merger agreement until the earlier of the Titanium Merger effective time and the termination of the merger agreement, except as consented to in writing by QXO, TopBuild will use its commercially reasonable efforts to cause the business of its and its subsidiaries to be conducted, in all material respects, in the ordinary and usual course consistent with past practice, and use commercially reasonable efforts to (i) preserve its business organization, assets, and lines of business; (ii) maintain in effect all licenses, permits, consents, franchises, approvals and authorizations that are material to TopBuild and its subsidiaries, taken as a whole; (iii) maintain all leases and personal property (reasonable wear and tear excepted) that are material to TopBuild and its subsidiaries, taken as a whole, used by TopBuild and its subsidiaries and necessary to conduct TopBuild’s business in the ordinary course of business consistent with past practice (but with no obligation to renew or extend any lease or to otherwise exercise any rights or options it may have under any lease, including but not limited to rights to purchase or increase or decrease its current properties); and (iv) maintain in all material respects existing relations and goodwill with governmental entities, customers, suppliers, employees and agents.
TopBuild has further agreed that, from the date of the merger agreement until the earlier of the Titanium Merger effective time and the termination of the merger agreement, except as consented to in
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writing by QXO (which consent will not be unreasonably withheld, conditioned or delayed), as expressly provided for by the merger agreement or as required by applicable laws or definitive interpretations thereof by any governmental entity, TopBuild will not, among other things and subject to specified exceptions (including as may be listed in a confidential schedule to the merger agreement):
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adopt any amendments to its charter or bylaws or, in the case of any subsidiary that is not a corporation, similar applicable organizational documents;
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adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, business combination, restructuring, recapitalization, or other reorganization of TopBuild (other than the mergers), acquire by merging or consolidating with, or by purchasing an equity interest in or portion of the assets of any business or any corporation, partnership, joint venture, association or other business organization or division thereof, take or omit to take any action that would cause any rights under material intellectual property to lapse, be abandoned or cancelled, or fall into the public domain or enter into a joint venture or partnership or similar third-party business enterprise;
•
acquire any assets or capital stock from any other person, other than acquisitions of assets in the ordinary course of business consistent with past practice;
•
issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of TopBuild or any of its subsidiaries other than in connection with exercise of TopBuild options and settlement of TopBuild RSU awards and TopBuild PSU awards;
•
other than ordinary course trade credit or otherwise in an amount not to exceed $10,000,000, in each case, made in the ordinary course of business, make any loans, advances, capital contributions or investments;
•
declare, set aside or pay any dividends on, make any other distributions in respect of, any of its capital stock, or split, combine or reclassify any TopBuild securities, or repurchase or redeem any of its capital stock or options, convertible or exchangeable securities or other rights to acquire such capital stock, other than in connection with exercise of options and other equity awards, or enter into any agreement, understanding or arrangement with respect to the sale, voting, registration or repurchase of TopBuild’s capital stock;
•
redeem, repurchase, prepay, defease, incur, assume, endorse or guarantee or otherwise become liable for any indebtedness, other than any additional indebtedness incurred under existing revolving credit facilities of TopBuild for working capital purposes in the ordinary course of business in an amount not to exceed $150,000,000 in the aggregate (provided that QXO’s prior written consent will be required in respect of any incremental incurrence of indebtedness thereunder in excess of $5,000,000) or (B) materially modify the terms of any indenture or TopBuild’s senior notes or take any action that would result in a “Default” or “Event of Default” (each, as such term is defined in the applicable indenture) under any indenture or any of TopBuild’s senior notes;
•
release, assign, compromise, pay, discharge, waive, settle, agree to settle, or satisfy any action except where such action results solely in an obligation for TopBuild or its subsidiaries to pay an amount no more than $10,000,000 in the aggregate after the application of insurance proceeds or third-party indemnity or that is fully reflected or reserved, or waive any claims of substantial value of more than $10,000,000 in the aggregate, in each case, except as permitted under the merger agreement;
•
make, commit to make or authorize any capital expenditure, other than capital expenditures that are in the ordinary course of business and are consistent with past practice, consistent with TopBuild’s existing capital budget for 2026 and do not exceed $5,000,000 individually or $20,000,000 in the aggregate;
•
make any material changes with respect to financial accounting policies or procedures;
•
enter into, amend or terminate any material contract or real property lease or waive or grant any release or relinquishment of any material rights under, or renew any material contract;
•
make, change or revoke any material tax election, file any material amended tax return, request any tax ruling or settle or compromise any material tax liability;
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•
acquire, transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon, fail to renew, or allow to lapse or expire or otherwise dispose of (or agree to do, or grant any options, or rights of first refusal, first offer or first negotiation with respect to, any of the foregoing) any assets or businesses of TopBuild or its subsidiaries, including any real property, capital stock of any of its subsidiaries;
•
grant any new rights to severance or termination payments or benefits to any company service provider, increase the compensation or employee benefits of any such individual, establish, adopt, terminate or amend any benefit plan, take any action to accelerate the vesting, payment or funding of any compensation or benefits under any benefit plan or hire, promote or terminate the employment (other than for cause) of any employee with a “management level” description of “VPO/Regional Manager” or above;
•
terminate, permit to lapse, amend or cancel any material insurance policy; and
•
agree, authorize or commit to do any of the foregoing, or authorize, recommend or announce an intention to do any of the foregoing.
Interim Operations of QXO Pending the Mergers
QXO has agreed that, from the date of the merger agreement until the earlier of the Titanium Merger effective time and the termination of the merger agreement, except as consented to in writing by TopBuild, QXO will use its commercially reasonable efforts to cause the business of its and its subsidiaries to be conducted, in all material respects, in the ordinary and usual course consistent with past practice, and use commercially reasonable efforts to (i) preserve its business organization, assets, and lines of business; (ii) maintain in effect all licenses, permits, consents, franchises, approvals and authorizations that are material to QXO and its subsidiaries, taken as a whole; (iii) maintain all leases and personal property (reasonable wear and tear excepted) that are material to QXO and its subsidiaries, taken as a whole, used by QXO and its subsidiaries and necessary to conduct QXO’s business in the ordinary course of business consistent with past practice (but with no obligation to renew or extend any lease or to otherwise exercise any rights or options it may have under any lease, including but not limited to rights to purchase or increase or decrease its current properties); and (iv) maintain in all material respects existing relations and goodwill with governmental entities, customers, suppliers, employees and agents, except as set forth in QXO’s confidential disclosure letter.
QXO has further agreed that, from the date of the merger agreement until the earlier of the Titanium Merger effective time and the termination of the merger agreement, except as consented to in writing by TopBuild (which consent will not be unreasonably withheld, conditioned or delayed), as expressly provided for by the merger agreement or as required by applicable laws or definitive interpretations thereof by any governmental entity, QXO will not, among other things and subject to specified exceptions (including as may be listed in a confidential schedule to the merger agreement):
•
adopt any amendments to its charter or bylaws or, in the case of any subsidiary that is not a corporation, similar applicable organizational documents in any way that would prevent, materially delay or materially impair the ability of QXO, Titanium Merger Sub and Forward Merger Sub to consummate the mergers or would discriminate against holders of TopBuild shares relative to other QXO stockholders;
•
adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization of QXO (other than the merger agreement), in each case with respect to QXO, Titanium Merger Sub and Forward Merger Sub;
•
issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of QXO (other than in connection with the exercise, vesting or settlement of QXO equity or equity-based awards, the issuance of shares of capital stock by a wholly owned QXO subsidiary to QXO or another wholly owned QXO subsidiary or the issuance, sale, pledge, disposition of, grant, transfer or encumbrance of capital stock of any subsidiary of QXO in connection with financing arrangements or in connection with any acquisition or other transaction by QXO or its subsidiaries);
•
(i) declare, set aside or pay any dividend or other distribution, with respect to its capital stock except for dividends required to be declared and paid pursuant to the terms of the convertible preferred
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shares, Series B Preferred Stock and Series C Preferred Stock, (ii) split, combine or reclassify the QXO shares or any other outstanding capital stock of QXO or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution therefor, (iii) redeem, purchase or otherwise acquire any capital stock, except for acquisitions, or deemed acquisitions, of QXO shares or other equity securities of QXO in connection with (1) the satisfaction of tax withholding obligations with respect to equity or equity-based awards of QXO outstanding on the date of the merger agreement, (2) the payment of the exercise price of QXO options outstanding on the date of the merger agreement with QXO shares and (3) forfeitures of equity or equity-based awards of QXO outstanding on the date of the merger agreement, in the case of each of (1), (2) and (3), pursuant to their terms as in effect on the date of the merger agreement, and except for acquisitions or deemed acquisitions of QXO shares or other equity securities of QXO or any of its wholly owned subsidiaries by QXO or any of its wholly owned subsidiaries, or (iv) enter into any agreement, understanding or arrangement with respect to the sale, voting, registration or repurchase of QXO’s capital stock or any of its subsidiaries, provided that nothing will prohibit dividends and distributions paid or made on a pro rata basis by subsidiaries of QXO in the ordinary course consistent with past practice; or
•
agree, authorize or commit to do any of the foregoing, or authorize, recommend or announce an intention to do any of the foregoing.
Board Representation
Prior to, and conditioned on, the occurrence of the Titanium Merger effective time, QXO will increase the size of the QXO board to cause one member of TopBuild’s board as of the time of the signing of the agreement, identified by TopBuild between the date of the signing of the merger agreement and the date of the closing of the mergers following prior consultation with QXO and subject to QXO’s mutual agreement, to be appointed to the QXO board as of the Titanium Merger effective time. QXO will use its reasonable best efforts to cause such individual to be elected to the QXO board in accordance with QXO’s governing documents at the first annual meeting of QXO’s stockholders at which such individual is eligible for election with a proxy mailing date after the Titanium Merger effective time.
Access to Information
From and after the date of the merger agreement, subject to the requirements of applicable law, TopBuild has agreed to, and to cause its subsidiaries to provide QXO and its authorized representatives full and complete access to TopBuild’s officers, employees, representatives, auditors, properties, books, contracts, audit working papers and records, and to furnish promptly to QXO all information concerning its business, properties and personnel as may reasonably be requested, as well as to provide QXO and its authorized representatives information and access specified in certain sections of TopBuild’s confidential disclosure letter, in each case, during normal business hours, to the extent such access does not unreasonably interfere with the conduct of the business of TopBuild or any of its subsidiaries.
Directors’ and Officers’ Indemnification and Insurance
Parties have agreed that all provisions relating to exculpation, advancement of expenses and indemnification for acts or omissions occurring prior to the Titanium Merger effective time as provided in the certificate of incorporation or bylaws of TopBuild or any of its subsidiaries as of the date of the merger agreement will remain in effect for a six-year period beginning at the Titanium Merger effective time. QXO has also agreed to, and agreed to cause the surviving company to, indemnify and hold harmless, to the fullest extent permitted by applicable law each current and former director or officer of TopBuild and its subsidiaries (collectively, the “indemnitees”) against any costs or expenses (including reasonable attorneys’ fees) arising out of or related to such indemnitee’s service as a director or officer of TopBuild or its subsidiaries or services performed by such indemnitee at the request of TopBuild or its subsidiaries at or prior to the effective time of the mergers, to the same extent such person is indemnified as provided in the certificate of incorporation or bylaws of TopBuild or any of its subsidiaries or any indemnification agreement with TopBuild, in each case, as of the date of the merger agreement.
Prior to the Titanium Merger effective time, TopBuild will (and if TopBuild fails to do so QXO will cause the surviving company as of the Titanium Merger effective time to) obtain and fully pay the premium
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for six-year “tail” directors’ and officers’ insurance policies from an insurance carrier with the same or better credit rating as TopBuild’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance with terms, conditions, retentions, limits of liability and other material terms that are at least as favorable as TopBuild’s existing policies with respect to any acts or omissions occurring at or prior to the Titanium Merger effective time. TopBuild will not pay, and neither QXO nor the surviving company will be required to pay, an aggregate amount for such insurance policies in excess of 300% of the annual premium currently paid by TopBuild.
SEC Filings
The merger agreement provides that, as promptly as practicable but within thirty business days of the date of the merger agreement, QXO and TopBuild will jointly prepare and cause to be filed with the SEC this joint proxy statement/prospectus and QXO and TopBuild will jointly prepare and QXO will cause to be filed with the SEC the Form S-4, of which this joint proxy statement/prospectus forms a part. Each of QXO and TopBuild will use its reasonable best efforts to have this joint proxy statement/prospectus and Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and to have the Form S-4 be declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of QXO and TopBuild will, as promptly as reasonably practicable following a request from the other party, furnish any information that may be reasonably necessary in (i) connection with any statement, filing, notice or application made by or on behalf of QXO, TopBuild or any of their respective subsidiaries to the SEC or the NYSE in connection with the mergers, including the Form S-4 and this joint proxy statement/prospectus and (ii) the preparation of required unaudited pro forma combined financial statements and related footnotes in connection with this joint proxy statement/prospectus. If at any time prior to the Titanium Merger effective time an event occurs with respect to QXO, TopBuild or any of their respective subsidiaries or with respect to the information supplied for inclusion in the Form S-4 and this joint proxy statement/prospectus that is required to be disclosed in an amendment or supplement to the Form S-4 and this joint proxy statement/prospectus, such event will be described in an amendment or supplement and filed within forty-eight hours or later as agreed to between QXO and TopBuild. Each of QXO and TopBuild will notify the other party in writing within twenty-four hours of a director or senior executive officer of such party becoming aware of any SEC or government comments. QXO and TopBuild will respond to any SEC or SEC staff comments as promptly as reasonably practicable.
No filing of the Form S-4 or this joint proxy statement/prospectus (or any amendment or supplement thereto), and no response to SEC comments with respect thereto, will be made by QXO or TopBuild without first providing the other party with up to forty-eight hours to review and comment on the proposed document or response. Each of QXO and TopBuild is required to include all comments reasonably proposed by the other party and must obtain the other party’s approval (not to be unreasonably withheld, conditioned or delayed) before filing, distributing or responding, with a party deemed to have approved if it fails to respond within the forty-eight hour window. With respect to documents filed by a party that are incorporated by reference into the Form S-4 or joint proxy statement/prospectus, this review and approval right applies only to information relating to the mergers or the combined entity.
Stockholder Meetings
The merger agreement requires each of QXO and TopBuild to duly call, give notice of, convene and hold a special meeting of its stockholders for the purpose of obtaining the applicable stockholder approval no later than twenty-one business days after the mailing of this joint proxy statement/prospectus. Each of QXO and TopBuild is required to use reasonable best efforts to hold the QXO stockholder meeting and the TopBuild stockholder meeting on the same day and at the same time and to obtain the applicable stockholder approval (subject to certain exceptions related to a QXO adverse recommendation change and TopBuild adverse recommendation change, respectively). Neither QXO nor TopBuild may delay or postpone or adjourn its stockholder meeting without the prior written consent of the other party except (i) to distribute any supplement or amendment to this joint proxy statement/prospectus, the distribution of which the relevant board has determined in good faith, following consultation with the other party and based on the advice of outside legal counsel, to be necessary under applicable Law (provided that any such adjournment or postponement will only be for the minimum period required by applicable Law) or (ii) for an absence of
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quorum; provided, that in the case of an adjournment or postponement caused by the absence of a quorum, QXO or TopBuild, as applicable, will use reasonable best efforts to obtain a quorum as promptly as practicable and reconvene the applicable stockholder meeting at the earliest practicable date on which the respective board reasonably expects there to be a quorum, and neither QXO nor TopBuild will be permitted to, without the prior written consent of the other party, postpone, delay or adjourn its stockholder meeting (A) more than three times, (B) for a period exceeding ten business days or (C) if doing so would require setting a new record date. Without the other party’s prior written consent, the only matters to be voted on at the TopBuild stockholder meeting and the QXO stockholder meeting will be the matters contemplated by the TopBuild stockholder approval and the QXO stockholder approval, respectively (other than matters of procedure and matters required by applicable Law to be voted on by stockholders in connection therewith); provided that QXO may, in its sole discretion, also submit to its stockholders for approval at the QXO stockholder meeting an amendment to QXO’s certificate of incorporation to increase the number of authorized QXO shares. Each party’s obligation to duly call, give notice of, convene and hold its special stockholder meeting will not be affected by the commencement, public proposal, public disclosure or communication of any TopBuild acquisition proposal or any QXO acquisition proposal, as applicable.
Reasonable Best Efforts
Each of TopBuild and QXO has agreed to use their respective reasonable best efforts to cause the transactions contemplated by the merger agreement to be consummated as soon as practicable. Each of TopBuild and QXO has agreed to make (i) each of their respective filings under the HSR Act within ten business days of the execution of the merger agreement, (ii) each of their respective filings with respect to any required notices and approvals as set forth in the confidential TopBuild disclosure letter and (iii) any other applicable foreign antitrust, foreign direct investment or competition law filings as promptly as practicable. QXO and TopBuild will as promptly as practicable comply with any additional requests for information by any governmental entities with jurisdiction over enforcement of the HSR Act, any other applicable antitrust law of the United States, or any other applicable antitrust, competition, foreign direct investment or similar laws of any foreign jurisdiction. In no event, however, will QXO or any of its subsidiaries be required to, nor will TopBuild and its subsidiaries be permitted to (without QXO’s prior written consent) sell or otherwise dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of TopBuild or QXO or their respective subsidiaries, terminate existing relationships, contractual rights or obligations of TopBuild or QXO or their respective subsidiaries, terminate any venture or other arrangement, create any relationship, contractual rights or obligations, or effectuate any other change or restructuring of TopBuild or QXO or their respective subsidiaries, in each case, if such actions would be reasonably expected to be material to the business, condition (financial or otherwise) or results of operations of QXO and its subsidiaries or TopBuild and its subsidiaries. Materiality for this purpose will be measured on the basis of a consolidated group of entities the size and scale of a hypothetical company that is the same size as TopBuild and its subsidiaries, taken as a whole, as of the date of the merger agreement.
QXO, TopBuild, Titanium Merger Sub or Forward Merger Sub are not permitted to (i) initiate or agree to participate in any meetings or discussions with government antitrust authorities regarding the mergers or any filings or applicable laws without providing reasonable prior notice and the opportunity to participate to the other parties, (ii) extend any waiting period under the HSR Act without the prior written consent of the other parties (which consent cannot be unreasonably withheld, conditioned or delayed), or (iii) enter into any agreement with a governmental entity to delay or not consummate the mergers. From the date of the merger agreement until the earlier of (i) the expiration or termination of the applicable waiting period (and any extensions thereof) under the HSR Act and (ii) May 29, 2026, QXO will not, and will not permit any of its subsidiaries to, consummate any acquisition of any business, assets or person that would reasonably be expected to materially delay or materially increase the risk of not obtaining any required antitrust clearance for the mergers.
Employee Matters
QXO has agreed that, for a period of one year following the Titanium Merger effective time, it will provide or cause the surviving company to provide, to each individual who remains employed by TopBuild or any of its affiliates following the Titanium Merger effective time (each, a “TopBuild employee”): (i) a base salary or regular hourly wage rate, as applicable, that is not less than the base salary or regular hourly wage
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rate, as applicable, provided to such TopBuild employee by TopBuild or its subsidiaries immediately prior to the Titanium Merger effective time, (ii) annual target cash incentive compensation opportunities (excluding equity-based incentive compensation opportunities) that are not less than those provided immediately prior to the Titanium Merger effective time, and (iii) solely to the extent that any TopBuild employee is eligible for target long-term incentive compensation opportunities provided by TopBuild and its subsidiaries as of immediately prior to the Titanium Merger effective time, such TopBuild employees will be eligible for consideration to participate in QXO’s long-term incentive plan, as determined by QXO in its reasonable discretion and (iv) employee benefits (excluding severance, equity-based incentive compensation opportunities, defined benefit pension, non-qualified deferred compensation, post-retirement medical or welfare benefits, retention and any change in control benefits) that are substantially similar, in the aggregate, to those provided to such employee immediately prior to the Titanium Merger effective time. Under the merger agreement, QXO will also cause TopBuild or the surviving company, as applicable, to provide TopBuild employees who experience a qualifying termination of employment during the one year period following the Titanium Merger effective time with certain severance benefits as described in TopBuild’s confidential disclosure letter.
QXO has also agreed that QXO, TopBuild and the surviving company will honor, in accordance with their terms, all employment, severance, income continuity and change of control programs, plans or agreements between TopBuild and the TopBuild employees in existence on the date of the merger agreement or, to the extent such changes are permitted under the merger agreement, as of the Titanium Merger effective time; provided that the foregoing shall not prohibit QXO, TopBuild or the surviving company from amending, suspending or terminating any such arrangements (excluding individual severance arrangements) to the extent permitted under, and in accordance with, their terms and the merger agreement.
QXO has also agreed that, with respect to any employee benefit plan maintained by QXO or its subsidiaries in which the TopBuild employees or their respective beneficiaries and dependents are otherwise eligible to participate effective as of or after the Titanium Merger effective time, QXO will, or will cause the surviving company to take commercially reasonable efforts to (i) provide each TopBuild employee with service credit for purposes of determining eligibility to participate, vesting, benefit accruals and entitlement to and level of benefits where length of service is relevant, subject to certain customary exclusions, (ii) waive any pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements with respect to participation and coverage requirements applicable to each TopBuild employee and any covered dependent under such benefit plan that is a welfare benefit plan to the extent such conditions were waived or satisfied under similar TopBuild benefit plans immediately prior to the Titanium Merger effective time, and (iii) provide credit to each TopBuild employee and any covered dependent thereof for any co-payments and deductibles incurred prior to the effective time for such TopBuild employee’s coverage under the applicable QXO benefit plans for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such QXO benefit plan that may apply as of or following the Titanium Merger effective time.
Except as not permitted by a collective bargaining agreement, QXO may request, no less than ten business days prior to the Titanium Merger effective time, that, solely to the extent that QXO has established a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code at or prior to the Titanium Merger effective time (“QXO 401(k) Plan”), to cause TopBuild to terminate, effective as of the day immediately prior to the Titanium Merger effective time and contingent upon the occurrence of the closing of the mergers, any TopBuild benefit plan that is a defined contribution plan intended to be qualified under Section 401(a) of the Code (“TopBuild 401(k) Plan”). QXO will permit each TopBuild employee who is then actively employed and participating in a TopBuild 401(k) Plan to elect a “direct rollover” of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) in the form of cash, promissory notes (in the case of outstanding loans) or a combination thereof in an amount equal to the full account balance (including earnings thereon) distributed to such TopBuild employee from the TopBuild 401(k) Plan. If the TopBuild 401(k) Plan is terminated pursuant to QXO’s request in accordance with the preceding sentence, each TopBuild employee will be eligible to participate in a QXO 401(k) plan as of the Titanium Merger effective time.
Tax Matters
QXO and TopBuild intend that the Titanium Merger and the Forward Merger, taken together, will qualify as a “reorganization” for U.S. federal income tax purposes under Section 368(a) of the Code, and
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have adopted the merger agreement as a “plan of reorganization” for purposes of Section 368 of the Code. Each of QXO and TopBuild has agreed to use reasonable best efforts to cause the mergers to so qualify, not to take (or fail to take) any action that would reasonably be expected to prevent that qualification, and to file its tax returns consistent with that treatment. QXO and TopBuild have also agreed to cooperate to obtain (i) a tax opinion to be filed with the Form S-4 and (ii) a tax opinion delivered to TopBuild at closing, in each case to the effect that the mergers, taken together, will qualify as a reorganization under Section 368(a) of the Code. Each opinion is to be issued by Jones Day or another nationally recognized law firm reasonably satisfactory to QXO and TopBuild (with Paul, Weiss, Rifkind, Wharton & Garrison LLP deemed acceptable).
Financing Cooperation
Prior to the Titanium Merger effective time, at QXO’s sole cost and expense, TopBuild has agreed to use reasonable best efforts to, to cause its subsidiaries to use reasonable best efforts to, and to use reasonable best efforts to cause its and its subsidiaries’ respective representatives to, provide customary cooperation in connection with any debt and/or equity financing by QXO or any of its subsidiaries or affiliates in connection with the transactions contemplated by the merger agreement as may be reasonably requested by QXO or its representatives. However, no such cooperation will:
(i)
require TopBuild, its subsidiaries and its representatives to (A) pay any commitment or other fee or otherwise bear any cost or expense or make any other payment or incur any other actual or potential liability prior to the Titanium Merger effective time (other than liabilities indemnified by QXO pursuant to the merger agreement), (B) provide any indemnity, guarantee, pledge or security in connection with the financing prior to the Titanium Merger effective time or (C) execute any solvency certificate or deliver any similar certificate or representation;
(ii)
unreasonably interfere with the ongoing operations of TopBuild and its subsidiaries;
(iii)
require TopBuild or its subsidiaries or representatives to pass resolutions or consents or approve or authorize the execution of any financing or the definitive financing agreement or deliver any certificates in connection therewith, in each case, unless the effectiveness of such resolutions, consents, certificates or documents is contingent upon the occurrence of the closing of the mergers;
(iv)
require TopBuild or its affiliates (A) to waive or amend any terms of the merger agreement or take any action that would conflict with or violate TopBuild’s or any subsidiaries’ organizational documents or, in the reasonable judgment of TopBuild, subject any director, officer, manager, employee, accountant, legal counsel or other representative of TopBuild or its subsidiaries to any personal liability, (B) to take any action that would or could reasonably be expected to, in the reasonable judgment of TopBuild, result in the loss of attorney-client privilege and (C) to take any action that would or could reasonably be expected to, in the reasonable judgment of TopBuild, conflict with, or result in any violation or breach of, any law, any material contract with a third party or any obligations of confidentiality to a third party; or
(v)
require TopBuild or its subsidiaries and representatives to prepare or provide certain information or to change any fiscal period or deliver any legal opinion.
Treatment of TopBuild Debt
TopBuild is required to deliver customary payoff letters and take all actions necessary to facilitate the termination of commitments under its existing credit agreement, the repayment in full of all obligations outstanding thereunder (other than letter of credit obligations that are backstopped, “rolled over,” or cash collateralized), and the release of all related liens, in each case on the closing date. The payoff amount for such indebtedness will be paid by QXO. In addition, QXO may, at its option, direct offers to purchase or otherwise retire or roll all or a portion of TopBuild’s outstanding senior notes into QXO’s capital structure, in each case conditioned upon consummation of the closing.
Transaction Litigation
TopBuild will promptly notify QXO of any stockholder demands, litigations, arbitrations or other similar action (including any derivative claim) against TopBuild or its directors, officers or employees
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relating to the transactions contemplated by the merger agreement and keep QXO fully informed on a prompt basis regarding any such litigation and all material developments relating thereto. TopBuild will give QXO the opportunity to participate in the defense or settlement of such litigation and consult with QXO in connection with material strategic decisions relating to the defense or settlement of any such action. No settlement of any such litigation will be agreed to or offered by TopBuild or its representatives without QXO’s prior written consent (which may not be unreasonably withheld, conditioned or delayed).
No Solicitation by TopBuild
TopBuild has agreed to, and to cause its affiliates and representatives to, immediately cease any solicitation, encouragement, discussions or negotiations with any persons that may be ongoing with respect to any TopBuild acquisition proposal (as defined further below), promptly (but in any event within one business day after the date of the merger agreement) instruct any person who entered into a confidentiality agreement with TopBuild that has not expired or been terminated to return or destroy all such information or documents and immediately terminate all physical and electronic data room access to diligence or other information regarding TopBuild or any of its subsidiaries. In addition, TopBuild has agreed that it will not, and will cause affiliates and representatives not to, directly or indirectly:
(i)
solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a TopBuild acquisition proposal;
(ii)
engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information or afford access to properties, books or records to any other person in connection with or for the purpose of soliciting, initiating, encouraging or facilitating, a TopBuild acquisition proposal; or
(iii)
approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to, or take any action to support or in furtherance of, a TopBuild acquisition proposal.
TopBuild has also agreed that it will not, and will cause its subsidiaries not to, release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality or standstill provision in any agreement to which TopBuild or any of its subsidiaries is a party unless TopBuild receives a written request from a third party to take such action and the TopBuild board determines in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with the TopBuild board’s fiduciary duties under applicable law, and TopBuild will, and will cause its subsidiaries to, enforce the confidentiality and standstill provisions of any such agreement, and TopBuild will, and will cause its subsidiaries to, immediately take all steps necessary to terminate any waiver that may have been heretofore granted, to any person other than QXO or any of QXO’s affiliates, under any such provisions (other than any termination of any standstill provision that occurs automatically upon the execution or announcement of the merger agreement).
Notwithstanding the above limitations, if TopBuild receives prior to the date of the TopBuild stockholder approval a bona fide unsolicited written TopBuild acquisition proposal that did not result from a breach of the non-solicitation provisions of the merger agreement and that the TopBuild board determines, in good faith, after consultation with outside financial advisors of nationally recognized reputation and outside legal counsel constitutes, or could reasonably be expected to lead to, a TopBuild superior proposal (as defined below) and, after consultation with TopBuild’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the TopBuild board’s fiduciary duties under applicable law, TopBuild may take the following actions:
•
furnish, pursuant to an acceptable confidentiality agreement, information with respect to TopBuild and its subsidiaries to the third party making such TopBuild acquisition proposal (provided, that substantially simultaneously TopBuild provides to QXO any nonpublic information that was not previously furnished to QXO); and
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•
engage in or otherwise participate in discussions or negotiations with the person making such a TopBuild acquisition proposal regarding such TopBuild acquisition proposal.
TopBuild is required to promptly, and in no event later than 24 hours after receipt, notify QXO of any TopBuild acquisition proposal or request for nonpublic information relating to TopBuild or any subsidiary of TopBuild or for access to the properties, books or records of TopBuild or any subsidiary of TopBuild that, in the TopBuild board’s good faith judgment, would reasonably be expected to give rise to or result in a TopBuild acquisition proposal and will promptly, and in no event later than 24 hours after receipt, provide copies to QXO of any such written requests, proposals or indications of interest with respect to such TopBuild acquisition proposal or draft agreements relating to such a TopBuild acquisition proposal. TopBuild will promptly, and in no event later than 24 hours after making such determination, notify QXO if it determines to begin providing information or to engage in discussions or negotiations concerning a TopBuild acquisition proposal and TopBuild will keep QXO informed of any material developments regarding any TopBuild acquisition proposal or such requests, including by providing to QXO copies of any additional or revised written proposals or indications of interest with respect to such a TopBuild acquisition proposal, and/or draft agreements relating to such TopBuild acquisition proposal within 24 hours and on a daily basis at mutually agreeable times, advise and confer with QXO (including on an outside legal counsel basis) regarding the process of negotiations concerning any TopBuild acquisition proposal or such request and the material details of any such a TopBuild acquisition proposal or such request and will respond in good faith to questions reasonably asked by QXO (or its outside counsel) related thereto.
“TopBuild acquisition proposal” means:
•
any inquiry, proposal or offer for or with respect to (or expression of interest by any person that it is considering or may engage in) a merger, joint venture, partnership, consolidation, dissolution, liquidation, recapitalization, reorganization, share exchange, business combination or similar transaction;
•
any inquiry, proposal or offer (including tender or exchange offers) to (or expression by any person that it is considering or may seek to) acquire in any manner, directly or indirectly, in one or more transactions, 20% or more of the outstanding TopBuild shares or other securities of TopBuild; or
•
any inquiry, proposal or offer to (or expression by any person that it is considering or may seek to) acquire in any manner (including the acquisition of stock in any subsidiary of TopBuild), directly or indirectly, in one or more transactions, assets or businesses of TopBuild or its subsidiaries, including pursuant to a joint venture or partnership, representing 20% or more of the consolidated total assets (including equity securities of its subsidiaries), revenues, EBITDA or net income of TopBuild.
“TopBuild superior proposal” means a bona fide, unsolicited written TopBuild acquisition proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and TopBuild), the stockholders of such third party) acquiring, directly or indirectly, more than 80% of the outstanding TopBuild shares or more than 80% of the assets of TopBuild and its subsidiaries, taken as a whole, for consideration consisting of cash and/or securities, (ii) that the TopBuild board determines in good faith, after consultation with its outside legal counsel and its outside financial advisors of nationally recognized reputation, is reasonably likely to be completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such TopBuild acquisition proposal, (iii) that the TopBuild board determines in good faith, after consultation with its outside legal counsel and its outside financial advisors (taking into account any changes to the merger agreement proposed by QXO in response to such TopBuild acquisition proposal, and all financial, legal, regulatory and other aspects of such TopBuild acquisition proposal, including all conditions contained therein and the person making such proposal, and the merger agreement as well as post-closing synergies and pro forma economics), is more favorable to the stockholders of TopBuild (in their capacity as stockholders) from a financial point of view than the mergers and (iv) the definitive documentation in respect of which does not contain any due diligence or financing condition.
TopBuild Changes of Recommendation
As described above, and subject to the provisions described below, the TopBuild board has determined to recommend that the stockholders of TopBuild approve the mergers. The foregoing recommendation is
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referred to herein as the “TopBuild recommendation.” The TopBuild board also agreed to include the TopBuild recommendation in this joint proxy statement/prospectus.
Except as described below, the TopBuild board will not:
(i)
fail to include the TopBuild recommendation in this joint proxy statement/prospectus or any amendment thereof;
(ii)
change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to QXO, the TopBuild recommendation;
(iii)
take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer that constitutes a TopBuild acquisition proposal (other than a recommendation against such offer or a customary “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, in each case that includes a reaffirmation of the TopBuild recommendation);
(iv)
adopt, approve or recommend, or publicly propose to adopt, approve or recommend to stockholders of TopBuild a TopBuild acquisition proposal; or
(v)
fail to publicly recommend against a TopBuild acquisition proposal and reaffirm the TopBuild recommendation within ten business days of the request of QXO.
(any such action above being referred to as a “TopBuild adverse recommendation change”).
However, prior to the TopBuild stockholder approval, the TopBuild board may (x) make a TopBuild adverse recommendation change if, after receiving a bona fide, unsolicited TopBuild acquisition proposal, the TopBuild board has determined in good faith, (1) after consultation with its outside legal counsel, that the failure to make a TopBuild adverse recommendation change would reasonably be expected to be inconsistent with the TopBuild board’s fiduciary duties under applicable Law, and (2) after consultation with outside financial advisors of nationally recognized reputation and outside legal counsel, such TopBuild acquisition proposal constitutes a TopBuild superior proposal. However, prior to making such TopBuild adverse recommendation change:
(A)
TopBuild must give QXO at least four business days’ prior written notice of its intention to make such TopBuild adverse recommendation change;
(B)
to the extent requested by QXO, TopBuild and its officers and directors must have negotiated, and TopBuild must have used reasonable best efforts to cause its representatives to negotiate in good faith with QXO during such notice period to enable QXO to propose revisions to the terms of the merger agreement such that it would cause such TopBuild superior proposal to no longer constitute a TopBuild superior proposal;
(C)
following the end of such notice period, the TopBuild board will have considered in good faith any revisions to the terms of the merger agreement proposed in writing by QXO, and will have determined, after consultation with its outside financial advisors of nationally recognized reputation and outside legal counsel, that (x) failure to make a TopBuild adverse recommendation change would nevertheless reasonably be expected to be inconsistent with the TopBuild board’s fiduciary duties under applicable law and (y) the TopBuild superior proposal would nevertheless continue to constitute a TopBuild superior proposal, in each case, if the revisions proposed by QXO were to be given effect; and
(D)
in the event of each and every change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such TopBuild superior proposal, TopBuild will, in each case, have delivered to QXO an additional notice consistent with that described in clause (A) above and a new four-business day notice period under clause (A) above will commence, during which time TopBuild will be required to comply with the requirements of this sentence anew with respect to each such additional notice (provided that TopBuild and its affiliates and their representatives have complied in all material respects with the non-solicitation provisions of the merger agreement).
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In addition, prior to the TopBuild stockholder approval, the TopBuild board may (i) fail to include the TopBuild recommendation in this joint proxy statement/prospectus or any amendment thereof or (ii) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to QXO, the TopBuild recommendation (any such action in the foregoing clauses (i) or (ii), a “TopBuild intervening event recommendation change”), if, in response to a TopBuild intervening event (as defined below), the TopBuild board has determined in good faith, after consultation with its outside legal counsel, that failure to make such TopBuild intervening event recommendation change would reasonably be expected to be inconsistent with the TopBuild board’s fiduciary duties under applicable Law; provided that (A) such action will not in any way relate to a TopBuild acquisition proposal or a TopBuild superior proposal and, (B) prior to making such TopBuild intervening event recommendation change:
(A)
TopBuild has given QXO at least four business days’ prior written notice of its intention to make such TopBuild intervening event recommendation change and a reasonable description of the TopBuild Intervening Event that serves as the basis of such TopBuild intervening event recommendation change;
(B)
to the extent requested by QXO, TopBuild and its officers and directors have negotiated, and TopBuild has used reasonable best efforts to cause its representatives to negotiate, in good faith with QXO during such notice period to enable QXO to propose revisions to the terms of the merger agreement in such a manner that would obviate the need for making such TopBuild intervening event recommendation change;
(C)
following the end of such notice period, the TopBuild board will have considered in good faith any revisions to the terms of the merger agreement proposed in writing by QXO, and will have determined in good faith, after consultation with its outside legal counsel, that failure to make a TopBuild intervening event recommendation change would reasonably be expected to be inconsistent with the TopBuild board’s fiduciary duties under applicable Law if the revisions proposed by QXO were to be given effect; and
(D)
in the event of each and every change to the material facts and circumstances relating to such TopBuild intervening event, TopBuild will, in each case, have delivered to QXO an additional notice consistent with that described in clause (A) above and a new four-business day notice period under clause (A) will commence, during which time TopBuild will be required to comply with the requirements above anew with respect to each such additional notice, including clauses (A) through (D) above (provided that TopBuild and its affiliates and their representatives have complied in all material respects with the non-solicitation provisions of the merger agreement).
“TopBuild intervening event” means a material event, development, occurrence, state of facts or change that was not known or reasonably foreseeable to the TopBuild board, as of the execution and delivery of the merger agreement (or, if known or reasonably foreseeable, only the portion of such change, effect, event, occurrence or development of which the magnitude or material consequences were not known or reasonably foreseeable by the TopBuild board as of the date of the merger agreement), which event, development, occurrence, state of facts or change becomes known to the TopBuild board prior to obtaining the TopBuild stockholder approval; provided that (x) in no event will any action taken by either party pursuant to and in compliance with the covenants set forth in the merger agreement, and the consequences of any such action, constitute a TopBuild intervening event, and (y) in no event will the receipt, existence of or terms of a TopBuild acquisition proposal or any inquiry relating thereto or the consequences thereof constitute a TopBuild intervening event.
Notwithstanding (i) any TopBuild adverse recommendation change or TopBuild intervening event recommendation change or (ii) the making of any TopBuild acquisition proposal, until the termination of the merger agreement, (x) TopBuild and its subsidiaries will not (1) enter into, approve or recommend, or (except as permitted under the merger agreement) propose to approve or recommend any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other agreement relating to a TopBuild acquisition proposal, (2) except as required by applicable law, make, facilitate or provide information in connection with any SEC or regulatory filing in connection with the transactions contemplated by any TopBuild acquisition proposal or (3) seek any third-party consents in connection with
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any transactions contemplated by any TopBuild acquisition proposal and (y) TopBuild will remain subject to the terms of the merger agreement.
No Solicitation by QXO
QXO has agreed to, and to cause its affiliates and representatives to, immediately cease any solicitation, encouragement, discussions or negotiations with any persons that may be ongoing with respect to any inquiry, proposal, or offer to acquire (referred to herein as the “QXO acquisition proposal”), promptly (but in any event within one business day after the date of the merger agreement) instruct any person who entered into a confidentiality agreement with QXO that has not expired or been terminated to return or destroy all such information or documents and immediately terminate all physical and electronic data room access to diligence or other information regarding QXO or any of its subsidiaries. In addition, QXO has agreed that it will not, and will cause affiliates and representatives not to, directly or indirectly:
(i)
solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a QXO acquisition proposal;
(ii)
engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information or afford access to properties, books or records to any other person in connection with or for the purpose of soliciting, initiating, encouraging or facilitating, a QXO acquisition proposal; or
(iii)
approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to, or take any action to support or in furtherance of, a QXO acquisition proposal.
QXO has also agreed that it will not, and will cause its subsidiaries not to, release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality or standstill provision in any agreement to which QXO or any of its subsidiaries is a party unless QXO receives a written request from a third party to take such action and the QXO board determines in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with the QXO board’s fiduciary duties under applicable law, and QXO will, and will cause its subsidiaries to, enforce the confidentiality and standstill provisions of any such agreement and immediately take all steps necessary to terminate any waiver that may have been granted, to any person other than QXO or any of QXO’s affiliates, under any such provisions.
Notwithstanding the above limitations, if QXO receives prior to the date of the QXO stockholder approval a bona fide unsolicited written QXO acquisition proposal that did not result from a breach of the non-solicitation provisions of the merger agreement and that the QXO board determines, in good faith, after consultation with outside financial advisors of nationally recognized reputation and outside legal counsel constitutes, or could reasonably be expected to lead to, a QXO superior proposal and, after consultation with QXO’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the QXO board’s fiduciary duties under applicable law, QXO may take the following actions:
•
furnish, pursuant to an acceptable confidentiality agreement, information with respect to QXO and its subsidiaries to the third party making such QXO acquisition proposal (provided, that substantially simultaneously QXO provides to TopBuild any nonpublic information that was not previously furnished to TopBuild); and
•
engage in or otherwise participate in discussions or negotiations with the person making such QXO acquisition proposal regarding such QXO acquisition proposal.
QXO is required to promptly, and in no event later than 24 hours after receipt, notify TopBuild of any QXO acquisition proposal or request for nonpublic information relating to QXO or any subsidiary of QXO or for access to the properties, books or records of QXO or any subsidiary of QXO that, in the QXO board’s good faith judgment, would reasonably be expected to give rise to or result in a QXO acquisition
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proposal and will promptly, and in no event later than 24 hours after receipt, provide copies to TopBuild of any such written requests, proposals or indications of interest with respect to such QXO acquisition proposal or draft agreements relating to such QXO acquisition proposal. QXO will promptly, and in no event later than 24 hours after making such determination, notify TopBuild if it determines to begin providing information or to engage in discussions or negotiations concerning any QXO acquisition proposal and QXO will keep TopBuild informed of any material developments regarding any QXO acquisition proposal or such requests, including by providing to TopBuild copies of any additional or revised written proposals or indications of interest with respect to such QXO acquisition proposal, and/or draft agreements relating to such QXO acquisition proposal within 24 hours and on a daily basis at mutually agreeable times, advise and confer with TopBuild (including on an outside legal counsel basis) regarding the process of negotiations concerning any QXO acquisition proposal or such request and the material details of any such QXO acquisition proposal or such request and will respond in good faith to questions reasonably asked by TopBuild (or its outside counsel) related thereto.
“QXO acquisition proposal” means:
•
any inquiry, proposal or offer for or with respect to (or expression of interest by any person that it is considering or may engage in) a merger, joint venture, partnership, consolidation, dissolution, liquidation, recapitalization, reorganization, share exchange, business combination or similar transaction;
•
any inquiry, proposal or offer (including tender or exchange offers) to (or expression by any person that it is considering or may seek to) acquire in any manner, directly or indirectly, in one or more transactions, 20% or more of the outstanding QXO shares or other securities of QXO; or
•
any inquiry, proposal or offer to (or expression by any person that it is considering or may seek to) acquire in any manner (including the acquisition of stock in any subsidiary of QXO), directly or indirectly, in one or more transactions, assets or businesses of QXO or its subsidiaries, including pursuant to a joint venture or partnership, representing 20% or more of the consolidated total assets (including equity securities of its subsidiaries), revenues, EBITDA or net income of QXO.
“QXO superior proposal” means a bona fide, unsolicited written QXO acquisition proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and QXO), the stockholders of such third party) acquiring, directly or indirectly, more than 80% of the outstanding QXO shares or more than 80% of the assets of QXO and its subsidiaries, taken as a whole, for consideration consisting of cash and/or securities, (ii) that the QXO board determines in good faith, after consultation with its outside legal counsel and its outside financial advisors of nationally recognized reputation, is reasonably likely to be completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such QXO acquisition proposal, (iii) that the QXO board determines in good faith, after consultation with its outside legal counsel and its outside financial advisors (taking into account any changes to the merger agreement proposed by TopBuild in response to such QXO acquisition proposal, and all financial, legal, regulatory and other aspects of such QXO acquisition proposal, including all conditions contained therein and the person making such proposal, and the merger agreement as well as post-closing synergies and pro forma economics), is more favorable to the stockholders of QXO (in their capacity as stockholders) from a financial point of view than the mergers and (iv) the definitive documentation in respect of which does not contain any due diligence or financing condition.
QXO Changes of Recommendation
As described above, and subject to the provisions described below, the QXO board has determined to recommend that the stockholders of QXO approve the mergers. The foregoing recommendation is referred to herein as the “QXO recommendation.” The QXO board also agreed to include the QXO recommendation in this joint proxy statement/prospectus.
Except as described below, the QXO board will not:
(i)
fail to include the QXO recommendation in this joint proxy statement/prospectus or any amendment thereof;
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(ii)
change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to TopBuild, the QXO recommendation;
(iii)
take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer that constitutes a QXO acquisition proposal (other than a recommendation against such offer or a customary “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, in each case that includes a reaffirmation of the QXO recommendation);
(iv)
adopt, approve or recommend, or publicly propose to adopt, approve or recommend to stockholders of QXO a QXO acquisition proposal; or
(v)
fail to publicly recommend against a QXO acquisition proposal and reaffirm the QXO recommendation within ten business days of the request of TopBuild.
(any such action above being referred to as a “QXO adverse recommendation change”).
However, prior to the QXO stockholder approval, the QXO board may (x) make a QXO adverse recommendation change if, after receiving a bona fide, unsolicited QXO acquisition proposal, the QXO board has determined in good faith, (1) after consultation with its outside legal counsel, that the failure to make a QXO adverse recommendation change would reasonably be expected to be inconsistent with the QXO board’s fiduciary duties under applicable law, and (2) after consultation with outside financial advisors of nationally recognized reputation and outside legal counsel, such QXO acquisition proposal constitutes a QXO superior proposal. However, prior to making such QXO adverse recommendation change:
(A)
QXO must give TopBuild at least four business days’ prior written notice of its intention to make such QXO adverse recommendation change;
(B)
to the extent requested by TopBuild, QXO and its officers and directors must have negotiated, and QXO must have used reasonable best efforts to cause its representatives to negotiate in good faith with TopBuild during such notice period to enable TopBuild to propose revisions to the terms of the merger agreement such that it would cause such QXO superior proposal to no longer constitute a QXO superior proposal;
(C)
following the end of such notice period, the QXO board will have considered in good faith any revisions to the terms of the merger agreement proposed in writing by TopBuild, and will have determined, after consultation with its outside financial advisors of nationally recognized reputation and outside legal counsel, that (x) failure to make a QXO adverse recommendation change would nevertheless reasonably be expected to be inconsistent with the QXO board’s fiduciary duties under applicable law and (y) the QXO superior proposal would nevertheless continue to constitute a QXO superior proposal, in each case, if the revisions proposed by TopBuild were to be given effect; and
(D)
in the event of each and every change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such QXO superior proposal, QXO will, in each case, have delivered to TopBuild an additional notice consistent with that described in clause (A) above and a new four-business day notice period under clause (A) above will commence, during which time QXO will be required to comply with the requirements of this sentence anew with respect to each such additional notice (provided that QXO and its affiliates and their representatives have complied in all material respects with the non-solicitation provisions of the merger agreement).
In addition, prior to the QXO stockholder approval, the QXO board may change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to TopBuild, the QXO recommendation (a “QXO intervening event recommendation change”), if, in response to a QXO intervening event (as defined below), the QXO board has determined in good faith, after consultation with its outside legal counsel, that failure to make such QXO intervening event recommendation change would reasonably be expected to be inconsistent with the QXO board’s fiduciary
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duties under applicable law; provided that (A) such action will not in any way relate to a QXO acquisition proposal or a QXO superior proposal and, (B) prior to making such QXO intervening event recommendation change:
(A)
QXO has given TopBuild at least four business days’ prior written notice of its intention to make such QXO intervening event recommendation change and a reasonable description of the QXO intervening event that serves as the basis of such QXO intervening event recommendation change;
(B)
to the extent requested by TopBuild, QXO and its officers and directors have negotiated, and QXO has used reasonable best efforts to cause its representatives to negotiate, in good faith with TopBuild during such notice period to enable TopBuild to propose revisions to the terms of the merger agreement in such a manner that would obviate the need for making such QXO intervening event recommendation change;
(C)
following the end of such notice period, the QXO board will have considered in good faith any revisions to the terms of the merger agreement proposed in writing by TopBuild, and will have determined in good faith, after consultation with its outside legal counsel, that failure to make a QXO intervening event recommendation change would reasonably be expected to be inconsistent with the QXO board’s fiduciary duties under applicable Law if the revisions proposed by TopBuild were to be given effect; and
(D)
in the event of each and every change to the material facts and circumstances relating to such QXO intervening event, QXO will, in each case, have delivered to TopBuild an additional notice consistent with that described in clause (A) above and a new four-business day notice period under clause (A) will commence, during which time QXO will be required to comply with the requirements above anew with respect to each such additional notice, including clauses (A) through (D) above (provided that QXO and its affiliates and their representatives have complied in all material respects with the non-solicitation provisions of the merger agreement).
“QXO intervening event” means a material event, development, occurrence, state of facts or change that was not known or reasonably foreseeable to the QXO board, as of the execution and delivery of the merger agreement (or, if known or reasonably foreseeable, only the portion of such change, effect, event, occurrence or development of which the magnitude or material consequences were not known or reasonably foreseeable by the QXO board as of the date of the merger agreement), which event, development, occurrence, state of facts or change becomes known to the QXO board prior to obtaining the QXO stockholder approval; provided that (x) in no event will any action taken by either party pursuant to and in compliance with the covenants set forth in the merger agreement, and the consequences of any such action, constitute a QXO intervening event, and (y) in no event will the receipt, existence of or terms of a QXO acquisition proposal or any inquiry relating thereto or the consequences thereof constitute a QXO intervening event.
Notwithstanding (i) any QXO adverse recommendation change or QXO intervening event recommendation change or (ii) the making of any QXO acquisition proposal, until the termination of the merger agreement, (x) QXO and its subsidiaries will not (1) enter into, approve or recommend, or (except as permitted under the merger agreement) propose to approve or recommend any letter of intent, agreement in principle, merger agreement, option agreement, acquisition agreement or other agreement relating to a QXO acquisition proposal, (2) except as required by applicable Law, make, facilitate or provide information in connection with any SEC or regulatory filing in connection with the transactions contemplated by any QXO acquisition proposal or (3) seek any third-party consents in connection with any transactions contemplated by any QXO acquisition proposal and (y) QXO will remain subject to the terms of the merger agreement.
Conditions to the Closing of the Mergers
The obligations of QXO and TopBuild to complete the mergers are subject to the satisfaction or waiver, as applicable, by each of the parties of the following conditions:
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•
The affirmative vote of the holders of a majority of the outstanding TopBuild shares entitled to vote thereon in favor of the approval of the TopBuild merger proposal at the TopBuild stockholder meeting;
•
the approval of the QXO share issuance by a majority of votes cast in person or by proxy at the QXO stockholder meeting;
•
the QXO shares issued as stock consideration being approved for listing on the NYSE;
•
the expiration or termination of any applicable waiting period (and any extensions thereof) under the HSR Act, and the receipt of antitrust clearance from the Canadian Competition Bureau, or the expiration of the statutory waiting period under Part IX of the Competition Act (Canada);
•
any consents, registrations, approvals, permits and authorizations required to consummate the mergers will have been obtained;
•
compliance by the parties with their respective covenants in the merger agreement in all material respects;
•
the accuracy of the parties’ respective representations and warranties in the merger agreement, subject to specified materiality qualifications;
•
no court or other governmental entity of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or other legal prohibition that restrains, enjoins or otherwise prohibits consummation of the mergers;
•
TopBuild having received an opinion of counsel to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code;
•
the absence of a material adverse effect with respect to TopBuild or QXO since the date of the merger agreement; and
•
the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, has been declared effective by the SEC, and no stop order suspending the effectiveness of the Form S-4 has been issued and no proceedings by the SEC for that purpose have been initiated or threatened.
Termination
The merger agreement may be terminated as follows:
(i)
by mutual written consent of QXO and TopBuild;
(ii)
by either QXO or TopBuild:
(a)
if the Titanium Merger has not been consummated by the outside date (except with respect to a party whose failure to fulfill any obligation under the merger agreement caused such failure);
(b)
the QXO stockholder approval has not been obtained because of the failure to obtain the required vote at the QXO stockholder meeting or any adjournment or postponement of the QXO stockholder meeting;
(c)
the TopBuild stockholder approval has not been obtained because of the failure to obtain the required vote at the TopBuild stockholder meeting or any adjournment or postponement of the TopBuild stockholder meeting; or
(d)
a permanent injunction or other order which is final and non-appealable shall have been issued preventing or prohibiting consummation of the mergers (except with respect to a party whose failure to fulfill any obligation under the merger agreement caused such action or event).
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(iii)
by QXO if there has been a breach or inaccuracy of any representation, warranty, covenant or agreement made by TopBuild, or any such representation or warranty shall have become untrue or inaccurate after the date of the merger agreement such that (a) the related closing conditions would not be satisfied and (b) the breach or inaccuracy or failure to be true is not curable by the outside date or, if curable, shall not have been cured prior to the earlier of (A) 30 days after QXO’s written notice and (B) the outside date (provided that QXO, Titanium Merger Sub and Forward Merger Sub are not then in material breach of the merger agreement);
(iv)
by QXO if, prior to receipt of the TopBuild stockholder approval, (A) the TopBuild board has made a TopBuild adverse recommendation change or TopBuild intervening event recommendation change or (B) TopBuild or its representatives materially breach the non-solicitation obligations under the merger agreement and such breach is not curable or, if curable, is not cured by the earlier of (1) five business days after QXO’s written notice and (2) three business days prior to the outside date;
(v)
by TopBuild if there has been a breach or inaccuracy of any representation, warranty, covenant or agreement made by QXO, Titanium Merger Sub or Forward Merger Sub, or any such representation or warranty shall have become untrue or inaccurate after the date of the merger agreement such that (a) the related closing conditions would not be satisfied and (b) the breach or inaccuracy or failure to be true is not curable by the outside date or, if curable, shall not have been cured prior to the earlier of (A) 30 days after TopBuild’s written notice and (B) the outside date (provided that TopBuild is not then in material breach of the merger agreement); and
(vi)
by TopBuild if, prior to receipt of the QXO stockholder approval, (A) the QXO board has made a QXO adverse recommendation change or QXO intervening event recommendation change or (B) QXO or its representatives materially breach the non-solicitation obligations under the merger agreement and such breach is not curable or, if curable, is not cured by the earlier of (1) five business days after TopBuild’s written notice and (2) three business days prior to the outside date.
Effect of Termination
If the merger agreement is terminated, it will become void and of no effect, with no liability to any person on the part of any party (or any of its representatives or affiliates), provided that no such termination will relieve any party of any liability or damages to the other party to the merger agreement, which the parties acknowledge and agree will include any damages incurred by the TopBuild stockholders, resulting from fraud or any willful and material breach of the merger agreement. However, certain provisions of the merger agreement will survive any such termination, including, among others, the fees and expenses provisions of the merger agreement.
Termination Fees
TopBuild has agreed to pay QXO a termination fee of $600,000,000 in cash (the “TopBuild termination fee”) if the merger agreement is terminated under any of the following circumstances:
(i)
(A) by QXO at any time prior to the receipt of the TopBuild stockholder approval because (1) the TopBuild board has effected a TopBuild adverse recommendation change or (2) TopBuild or any of its representatives has materially breached the no-solicitation obligations under the merger agreement (and, in the case of clause (2), such breach is not curable or has not been cured within the time periods specified in the merger agreement), or (B) by either QXO or TopBuild because the TopBuild stockholder approval has not been obtained at the TopBuild stockholder meeting, at a time when QXO would have been entitled to terminate the merger agreement pursuant to clause (i)(A);
(ii)
by either QXO or TopBuild because the Titanium Merger has not been consummated by the outside date, at a time when QXO would have been entitled to terminate the merger agreement pursuant to clause (i)(A); or
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(iii)
by either QXO or TopBuild (A) because the Titanium Merger has not been consummated by the outside date and the TopBuild stockholder approval has not theretofore been obtained, (B) because the TopBuild stockholder approval has not been obtained at the TopBuild stockholder meeting, (C) by QXO because of an uncured material breach by TopBuild of its no-solicitation obligations or any other covenant, agreement, representation or warranty in the merger agreement (and the TopBuild stockholder approval has not theretofore been obtained), or (D) by QXO because the TopBuild board has effected a TopBuild intervening event recommendation change (and the TopBuild stockholder approval has not theretofore been obtained), and, in each case under this clause (iii), (x) on or after the date of the merger agreement and prior to such termination (or, in the case of a termination for failure to obtain the TopBuild stockholder approval, prior to the TopBuild stockholder meeting), a TopBuild acquisition proposal has been publicly announced and not publicly withdrawn and (y) within twelve months after such termination, TopBuild or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, any TopBuild acquisition proposal.
QXO has agreed to pay TopBuild a termination fee of $600,000,000 in cash (the “QXO termination fee”) if the merger agreement is terminated under any of the following circumstances:
(i)
(A) by TopBuild at any time prior to the receipt of the QXO stockholder approval because (1) the QXO board has effected a QXO adverse recommendation change or (2) QXO or any of its representatives has materially breached the no-solicitation obligations under the merger agreement (and, in the case of clause (2), such breach is not curable or has not been cured within the time periods specified in the merger agreement), or (B) by either QXO or TopBuild because the QXO stockholder approval has not been obtained at the QXO stockholder meeting, at a time when TopBuild would have been entitled to terminate the merger agreement pursuant to clause (i)(A);
(ii)
by either QXO or TopBuild because the Titanium Merger has not been consummated by the outside date, at a time when TopBuild would have been entitled to terminate the merger agreement pursuant to clause (i)(A) above; or
(iii)
by either QXO or TopBuild (A) because the Titanium Merger has not been consummated by the outside date and the QXO stockholder approval has not theretofore been obtained, (B) because the QXO stockholder approval has not been obtained at the QXO stockholder meeting, (C) by TopBuild because of an uncured material breach by QXO of its no-solicitation obligations or any other covenant, agreement, representation or warranty in the merger agreement (and the QXO stockholder approval has not theretofore been obtained), or (D) by TopBuild because the QXO board has effected a QXO intervening event recommendation change (and the QXO stockholder approval has not theretofore been obtained), and, in each case under this clause (iii), (x) on or after the date of the merger agreement and prior to such termination (or, in the case of a termination for failure to obtain the QXO stockholder approval, prior to the QXO stockholder meeting), a QXO acquisition proposal has been publicly announced and not publicly withdrawn and (y) within twelve months after such termination, QXO or any of its subsidiaries enters into a definitive agreement with respect to, or consummates, any QXO acquisition proposal.
The parties have acknowledged in the merger agreement that the TopBuild termination fee and the QXO termination fee do not constitute penalties, but rather are liquidated damages in a reasonable amount that will compensate the receiving party in the circumstances in which the applicable termination fee is due and payable for the efforts and resources expended and opportunities foregone while negotiating the merger agreement and in reliance on the merger agreement and on the expectation of the consummation of the transactions contemplated thereby, which amount would otherwise be impossible to calculate with precision. Except in the case of fraud or a willful and material breach of the merger agreement, in the event the TopBuild termination fee or the QXO termination fee is paid in accordance with the merger agreement, payment of such fee will constitute the sole and exclusive remedy of the receiving party (and its affiliates) against the paying party (or its stockholders, directors, officers, affiliates and other representatives) for any loss or damage arising out of or relating to the merger agreement or the transactions contemplated thereby.
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Delisting and Deregistration
TopBuild will cooperate with QXO and use reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable to enable the delisting by the surviving company of the TopBuild shares from the NYSE and the deregistration of the TopBuild shares under the Exchange Act, in each case as promptly as practicable after the effective time of the Forward Merger.
Specific Performance
The parties have agreed that irreparable damage would occur in the event that any of the provisions of the merger agreement were not performed in accordance with their specific terms or were otherwise breached. The parties further agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement in addition to any other remedy to which they are entitled at law or in equity.
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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On April 18, 2026, QXO, Inc. (“QXO” ) entered into an Agreement and Plan of Merger (the “TopBuild 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”). Pursuant to the TopBuild Merger Agreement, each share of TopBuild’s common stock issued (other than certain excluded shares, cancelled shares and dissenting shares) and outstanding immediately prior to the effective time of the merger of Titanium Merger Sub with and into TopBuild, will be automatically converted into the right to receive, at the election of the holder, one of the following forms of consideration: (i) an amount in cash equal to $505.00 (the “TopBuild Cash Consideration”) or (ii) 20.200 shares of QXO common stock, par value $0.00001 per share (“common stock”) (the “TopBuild Stock Consideration”), subject, in each case, to proration as described in the TopBuild Merger Agreement (the “TopBuild Acquisition”). The TopBuild Acquisition will be funded through the TopBuild Series C Preferred Stock Issuance (as defined below), proceeds from the issuance of certain debt instruments as defined below (“TopBuild Debt Financings” and, collectively with the TopBuild Series C Preferred Stock Issuance, the “TopBuild Acquisition Financings”) and cash on hand.
On February 10, 2026, QXO entered into an Agreement and Plan of Merger (the “Kodiak Merger Agreement”), with Kodiak Building Partners Inc., a Delaware corporation (“Kodiak”), Juno Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of QXO (“Juno Merger Sub”), and CSC Shareholder Services LLC, in its capacity as shareholder representative (the “Shareholder Representative”). QXO paid to equity holders of Kodiak (“Kodiak Stockholders”), subject to adjustments in net working capital, closing date indebtedness, closing date cash and cash equivalents and transaction expenses, an amount in cash equal to $2.0 billion plus 13.2 million shares (the “Consideration Shares”) of QXO common stock. On April 1, 2026 (the “Kodiak Closing Date”), pursuant to the Kodiak Merger Agreement, and upon the terms and subject to the conditions thereof, Juno Merger Sub merged with and into Kodiak (the “Kodiak Acquisition”), with Kodiak surviving the merger as an indirect, wholly-owned subsidiary of QXO.
In January 2026, QXO entered into an investment agreement (the “January 2026 Investment Agreement” or “Series C Convertible Preferred Investment”) with AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc., and the other investors party thereto, pursuant to which such investors committed until July 15, 2026 (the “Initial Commitment Period”) to purchase up to 300,000 shares of a new series of Series C Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), for an aggregate gross purchase price of $3.0 billion to fund one or more qualifying acquisitions, defined as an acquisition with an aggregate purchase price exceeding $1.5 billion or an acquisition that has been approved by QXO’s board of directors (the “Board”) as a Qualifying Acquisition (a “Qualifying Acquisition”). The Initial Commitment Period will be extended with respect to the commitment for a Qualifying Acquisition up to an additional 12 months if a definitive acquisition agreement for such Qualifying Acquisition is executed before the expiration of the Initial Commitment Period. On April 1, 2026, QXO issued 200,000 shares of the Series C Preferred Stock (the “Kodiak Series C Preferred Stock Issuance”) to fund the $2.0 billion cash consideration for the Kodiak Acquisition, which was deemed to be a Qualifying Acquisition. QXO expects to issue the remaining 100,000 shares of Series C Preferred Stock (the “TopBuild Series C Preferred Stock Issuance”) and use the $1.0 billion proceeds received to fund part of the TopBuild Cash Consideration.
Additionally, on January 20, 2026, QXO sold 31.6 million shares of QXO common stock in an underwritten public offering at a price of $23.80 per share. QXO raised $749.4 million in net proceeds from the equity offering, after deducting offering costs of $3.8 million (the “January 2026 Equity Financing”). The proceeds from the January 2026 Equity Financing have been reflected in QXO’s historical condensed consolidated balance sheet as of March 31, 2026 and, as such, no adjustment was included herein for the unaudited pro forma combined balance sheet. Note 8, Pro Forma Earnings Per Share, gives pro forma effect to the January 2026 Equity Financing in the calculation of basic and diluted weighted-average shares outstanding for the year ended December 31, 2025 and the three months ended March 31, 2026.
On June 25, 2025, QXO sold 89.9 million shares of QXO common stock in an underwritten public offering at a price of $22.25 per share. QXO also granted the underwriters in the public offering a 30-day option to purchase up to an additional 13.5 million shares of QXO common stock. On July 24, 2025, the
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option was partially exercised with respect to 1.7 million shares. QXO raised $1.96 billion in net proceeds from the equity offering, after deducting offering costs of $37.8 million (the “June 2025 Equity Financing”).
On May 23, 2025, QXO completed an underwritten public offering of 55.8 million shares of QXO common stock, at a public offering price of $16.50 per share. On May 27, 2025, QXO completed an underwritten public offering of 11.5 million depositary shares (“Depositary Shares”), each representing a 1/20 interest in a share of QXO’s 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share (the “Mandatory Convertible Preferred Stock”), at a public offering price of $50 per Depositary Share. QXO received aggregate net proceeds of $1.45 billion, after deducting offering costs of $44.5 million from the offerings of common stock and the Mandatory Convertible Preferred Stock (collectively, the “May 2025 Equity Financing”), the proceeds of which were used to repay indebtedness under the Existing Term Loan Facility (as defined below).
The proceeds from the May 2025 Equity Financing and June 2025 Equity Financing are included in QXO’s historical balance sheet and as such, no adjustment was included herein for the unaudited pro forma combined balance sheet. Note 8, Pro Forma Earnings Per Share, gives pro forma effect to the May 2025 Equity Financing and June 2025 Equity Financing in the calculation of basic and diluted weighted-average shares outstanding for the year ended December 31, 2025. The impact of the May 2025 Equity Financing and the June 2025 Equity Financing was reflected in QXO’s historical basic and diluted weighted-average shares outstanding for the three months ended March 31, 2026. As such, no adjustment was included herein for the calculation of basic and diluted earnings per share for that period.
On March 20, 2025, QXO entered into an Agreement and Plan of Merger (the “Beacon Merger Agreement”) with Beacon Roofing Supply, Inc., a Delaware corporation (“Beacon”), and Queen MergerCo, Inc., a Delaware corporation and wholly-owned subsidiary of QXO (“Merger Sub”), pursuant to which QXO agreed to acquire Beacon for a purchase price of $124.35 per share of common stock of Beacon (the “ Beacon Acquisition”). On April 29, 2025, pursuant to the Beacon Merger Agreement, Merger Sub merged with and into Beacon, with Beacon remaining as the surviving entity and being renamed QXO Building Products, Inc. (“QXO Building Products”), and QXO completed its acquisition of Beacon. In conjunction with and prior to the Beacon Acquisition, QXO closed on various equity and debt financing transactions during the years ended December 31, 2024 and 2025, respectively. The financing transactions that closed during the year ended December 31, 2025 are further described and defined as the “Beacon Acquisition Financings” below.
The Beacon Acquisition, the Kodiak Acquisition and the TopBuild Acquisition are referred to herein collectively as the “Acquisitions.”
The unaudited pro forma combined financial information set forth below gives effect to the following (collectively, the “Transactions”):
•
the TopBuild Acquisition;
•
the TopBuild Acquisition Financings to fund a portion of the consideration for the TopBuild Acquisition and pay related fees and expenses;
•
the Kodiak Acquisition;
•
the Kodiak Series C Preferred Stock Issuance;
•
the Beacon Acquisition;
•
the Beacon Acquisition Financings to fund a portion of the consideration for the Beacon Acquisition, the subsequent refinancing of certain of the Beacon Acquisition Financings and pay related fees and expenses;
•
May 2025 Equity Financing (only impacts Note 8, Pro Forma Earnings Per Share);
•
June 2025 Equity Financing (only impacts Note 8, Pro Forma Earnings Per Share); and
•
January 2026 Equity Financing (only impacts Note 8, Pro Forma Earnings Per Share).
The unaudited pro forma combined balance sheet gives effect to the TopBuild Acquisition, the TopBuild Acquisition Financings, the Kodiak Acquisition and the Kodiak Series C Preferred Stock
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Issuance as if they occurred on March 31, 2026. The pro forma adjustments to the unaudited pro forma combined balance sheet as of March 31, 2026 do not include the Beacon Acquisition, Beacon Acquisition Financings, the May 2025 Equity Financing, the June 2025 Equity Financing, or the January 2026 Equity Financing as those transactions were consummated prior to March 31, 2026 and are collectively reflected in QXO’s historical consolidated balance sheet. The unaudited pro forma combined statements of operations give effect to the Transactions as if they occurred on January 1, 2025. The unaudited pro forma combined statement of operations for the year ended December 31, 2025 combines the consolidated statement of operations of QXO for the year ended December 31, 2025, which includes Beacon from the period following the closing of the Beacon Acquisition on April 29, 2025 to December 31, 2025 with the historical consolidated statement of operations of Beacon for the period from January 1, 2025 to April 28, 2025, the historical consolidated statement of operations of Kodiak for the year ended December 31, 2025 and the historical consolidated statement of operations of TopBuild for the year ended December 31, 2025. The unaudited pro forma combined statement of operations for the three months ended March 31, 2026 combines the consolidated condensed statement of operations of QXO for the three months ended March 31, 2026 with the historical consolidated condensed statement of operations of Kodiak for the three months ended March 31, 2026 and the historical consolidated condensed statement of operations of TopBuild for the three months ended March 31, 2026.
All financial data included in the unaudited combined financial information is presented in millions of U.S. dollars, except per share information, and has been prepared on the basis of generally accepted accounting principles in the United States (“U.S. GAAP”) and QXO’s accounting policies.
The unaudited pro forma combined financial information has been prepared by management in accordance with Article 11 of Regulation S-X, is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Transactions had been completed on the dates set forth above, nor is it indicative of future results or financial position of the combined company. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or results of operations of the combined entity. The unaudited pro forma combined statements of operations do not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Acquisitions or any integration costs that may be incurred. The pro forma adjustments, which QXO believes are reasonable under the circumstances, are preliminary and are based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma combined financial information.
The pro forma adjustments included in this document are subject to modification based on the final determination of the fair value of the assets acquired and liabilities assumed in the Acquisitions, additional analysis, and additional information that may become available, which may cause the final adjustments to be materially different from the unaudited pro forma combined financial information presented below.
The unaudited pro forma combined financial information should be read together with the following documents:
•
•
•
Kodiak’s audited consolidated financial statements as of and for the year ended December 31, 2025 and the related notes included as Exhibit 99.1 in QXO’s Current Report on Form 8-K dated May 15, 2026 incorporated by reference herein;
•
Kodiak’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 and the related notes included as Exhibit 99.2 in QXO’s Current Report on Form 8-K dated May 15, 2026 incorporated by reference herein;
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•
•
Description of the TopBuild Acquisition
As described above, on April 18, 2026, QXO entered into the TopBuild Merger Agreement, pursuant to which QXO agreed to acquire TopBuild. Under the terms of the TopBuild Merger Agreement, each outstanding share of TopBuild common stock (other than certain excluded shares, cancelled shares and dissenting shares) will be converted into the right to receive, at the election of the holder, either the TopBuild Cash Consideration or the TopBuild Stock Consideration, subject to an overall consideration mix limitation, pursuant to which no more than 45% of the number of outstanding shares of TopBuild common stock could be paid in cash (the “Maximum Cash Election Number”) and no less than 55% could be paid in shares of QXO common stock. QXO may increase the number of shares of QXO common stock if TopBuild stockholders holding more than 55% of the number of outstanding shares of TopBuild common stock elect to receive the TopBuild Stock Consideration (the “Maximum Stock Election Number”). As a result, the form of consideration a TopBuild stockholder elects to receive may be adjusted pursuant to the proration procedures set forth in the TopBuild Merger Agreement such that such TopBuild stockholder may receive, in part, a different form of consideration than the form of consideration elected. Given the QXO stock price on May 11, 2026, QXO calculated the purchase consideration using the Maximum Cash Election Number.
Further, under the terms of TopBuild Merger Agreement, each outstanding TopBuild stock option (“TopBuild Options”), whether vested or unvested, will be cancelled and converted into the right to receive shares of QXO common stock, determined in accordance with the terms of the TopBuild Merger Agreement. All outstanding TopBuild restricted stock awards (“TopBuild RSAs”) will become fully vested immediately prior to close of the TopBuild Acquisition, and the holders thereof will be entitled to receive either the TopBuild Cash Consideration or TopBuild Stock Consideration, at the holders’ election.
All outstanding service-based restricted stock units (“TopBuild RSUs”) held by TopBuild employees will be converted into replacement QXO instruments with identical terms. All outstanding performance-based restricted stock units (“TopBuild PRSUs”) held by TopBuild employees will be converted into replacement QXO instruments, with the applicable performance conditions deemed satisfied at target levels, and with the resulting award subject solely to time-based vesting. The number of estimated replacement QXO instruments to be issued in respect of each TopBuild RSU and TopBuild PRSU will be determined by applying the TopBuild Stock Consideration exchange ratio to the corresponding TopBuild award.
Description of the TopBuild Acquisition Financings
In connection with entering into the TopBuild Merger Agreement on April 18, 2026, QXO obtained commitments for a $3.0 billion incremental senior secured term loan facility with an expected 7-year term (the “New Term Loan Facility”), and a $1.5 billion senior unsecured bridge loan facility with an expected 8 year term (the “Senior Unsecured Bridge A Facility”) and a $1.5 billion senior unsecured bridge loan facility with an expected 5 year term (the “Senior Unsecured Bridge B Facility” and, together with the Senior Unsecured Bridge A Facility, the “Senior Unsecured Bridge Facilities”). These financings are contingent upon the consummation of the TopBuild Acquisition in accordance with the TopBuild Merger Agreement and are subject to certain other closing conditions customary for transactions of this type. QXO does not expect to draw on the Senior Unsecured Bridge Facilities but the Senior Unsecured Bridge Facilities will be available to the extent QXO has not prior to or concurrently with the consummation of the TopBuild Acquisition received proceeds from one or more debt offerings in an aggregate principal amount equal to the Senior Unsecured Bridge Facilities (the “Permanent Financing”). The New Term Loan Facility is expected
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to require scheduled quarterly amortization payments in an annual amount equal to 1.0% of the original principal amount of the term loans borrowed on the closing date of the New Term Loan Facility, with the balance to be paid at maturity. The associated financing fees related to these transactions are discussed herein. Such fees assume that the Senior Unsecured Bridge Facilities will be undrawn and that the Permanent Financing will be consummated. These debt financings in combination with QXO’s cash on hand, the TopBuild Stock Consideration, and the TopBuild Series C Preferred Stock Issuance, are expected to finance the TopBuild Acquisition and other related fees and expenses.
The unaudited pro forma combined financial information assumes that, in connection with the TopBuild Acquisition Financings, QXO will pay off all historical TopBuild debt outstanding and any related prepayment penalties or breakage fees as of the closing of the TopBuild Acquisition. The actual treatment of such debt may vary and a portion thereof could be assumed.
As described above, QXO intends to issue 100,000 shares of Series C Preferred Stock in the TopBuild Series C Preferred Stock Issuance and use the $996.7 million of proceeds (net of issuance costs of $3.3 million) received to fund part of the TopBuild Cash Consideration as it was deemed to be a Qualifying Acquisition. For purposes of the unaudited pro forma combined financial information, management assumed that the fair value of the Series C Preferred Stock intended to be issued in the TopBuild Series C Preferred Stock Issuance equals the gross cash proceeds of $1.0 billion, net of issuance costs.
Description of the Kodiak Acquisition and Kodiak Series C Preferred Stock Issuance
As described above, on February 10, 2026, QXO and Kodiak entered into the Kodiak Merger Agreement pursuant to which QXO agreed to acquire Kodiak. At the closing of the transaction, Juno Merger Sub merged with and into Kodiak, with Kodiak continuing as the surviving entity and becoming a wholly-owned subsidiary of QXO. The aggregate merger consideration consisted of a base purchase price of $2.0 billion plus 13.2 million shares of QXO common stock, subject to customary adjustments for net working capital, cash and cash equivalents, indebtedness and transaction expenses, and included both cash and shares of QXO common stock issued to Kodiak’s equity holders. Further, under the terms of the Kodiak Merger Agreement, each outstanding share of Kodiak common stock was converted into the right to receive cash and equity consideration, and each vested (including such options that vest as a result of the Kodiak Acquisition) in-the-money Kodiak stock option was cancelled and converted into the right to receive a combination of cash and equity consideration, in each case in accordance with the terms of the Kodiak Merger Agreement. Any Kodiak stock options that were not in-the-money were cancelled without consideration, and Kodiak’s equity incentive plan was terminated in connection with the closing of the Kodiak Acquisition.
As described above, in January 2026, QXO entered into the Series C Convertible Perpetual Preferred Investment with AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc., and the other investors party thereto. QXO issued 200,000 shares of Series C Preferred Stock to fund the $2.0 billion cash consideration for the Kodiak Acquisition, which was deemed to be a Qualifying Acquisition. For purposes of the unaudited pro forma combined financial information, management assumed that the fair value of the Series C Preferred Stock intended to be issued in the Kodiak Series C Preferred Stock Issuance equals the gross cash proceeds of $2.0 billion, net of issuance costs.
In addition, and as described above, QXO issued 13.2 million shares of QXO common stock as a component of the purchase consideration for the Kodiak Acquisition. The fair value of the shares of QXO common stock was based upon a QXO closing share price on March 31, 2026 of $19.42.
Description of the Beacon Acquisition
As described above, on April 29, 2025, pursuant to the Beacon Merger Agreement, QXO completed its acquisition of Beacon. Under the terms of the Beacon Merger Agreement, the outstanding stock options (“Beacon Options”) and restricted stock units (“Beacon RSUs”) held by Beacon employees and directors were either settled in cash or converted into replacement QXO instruments with identical terms. All outstanding performance-based restricted stock units (“Beacon PRSUs”) held by Beacon employees were converted into replacement QXO instruments, with the performance-based vesting condition deemed satisfied at target and the resulting award subject solely to time-based vesting. Beacon’s employee stock purchase
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plan (“ESPP”) was terminated prior to the Beacon Acquisition. Any outstanding share purchase rights were automatically exercised into shares of Beacon common stock and then settled in cash at identical terms as those given to other Beacon common stockholders. As described above, the unaudited pro forma combined statement of operations for the year ended December 31, 2025 reflects the necessary adjustments to portray the ‘full-period’ impact of the Beacon Acquisition. The unaudited pro forma financial information as of and for the three months ended March 31, 2026 reflects such financial information in the column entitled “QXO Historical.”
Description of the Beacon Acquisition Financings
In connection with entering into the Beacon Merger Agreement, on March 17, 2025, QXO entered into purchase agreements (the “2025 Purchase Agreements”) with certain institutional investors to issue and sell in a private placement 67.5 million shares of QXO common stock at a purchase price of $12.30 per share. The closing of the issuance and sale of the shares was contingent upon the completion of QXO’s acquisition of Beacon and was completed on April 29, 2025. As a result of the closing, QXO raised $823.8 million in net proceeds after deducting offering costs of $6.8 million.
On April 16, 2025, QXO offered and sold 37.7 million shares of QXO common stock in an underwritten public offering at a price of $13.25 per share. QXO raised $487.7 million in net proceeds from the equity offering, after deducting offering costs of $12.3 million. QXO also granted the underwriters in the public offering a 30-day option to purchase up to an additional 5.7 million shares of QXO common stock at a price of $13.25 per share less underwriting discounts and commissions. On May 5, 2025, the option was partially exercised with respect to 4.0 million shares resulting in an additional $51.8 million of net proceeds (the “April 2025 Equity Financing”). The remaining option to purchase additional shares expired unexercised at the end of the 30-day period.
In connection with the consummation of the Beacon Acquisition, on April 29, 2025, Merger Sub issued $2.25 billion in aggregate principal amount of 6.75% Senior Secured Notes due 2032 (the “Senior Secured Notes”), entered into and incurred the full amount under a $2.25 billion senior secured term loan facility (the “Existing Term Loan Facility”), and entered into a $2.0 billion senior secured asset-based credit facility (the “ABL Facility”), under which $400.0 million was drawn (collectively referred to herein as the “Beacon Debt Financings”). The associated financing fees related to these transactions are discussed herein. These facilities financed the Beacon Acquisition and other related fees and expenses, ensuring that the Beacon Acquisition and subsequent operations are financially supported while maintaining liquidity and compliance with outlined financial metrics.
The equity financings contemplated under the 2025 Purchase Agreement and the April 2025 Equity Financing are referred to collectively herein as the “Beacon Acquisition Equity Financings”. The Beacon Acquisition Equity Financings and Beacon Debt Financings are collectively referred to as the “Beacon Acquisition Financings”.
In connection with the Beacon Acquisition Financings, QXO repaid all historical Beacon debt outstanding and any related prepayment penalties or breakage fees as of the closing of the Beacon Acquisition. As described above, the unaudited pro forma combined statement of operations for the year-ended December 31, 2025 reflects the necessary adjustments to portray the ‘full-period’ impact of transactions described in this section. The unaudited pro forma combined financial information as of and for the three months ended March 31, 2026, reflects such financial information in the column entitled “QXO Historical.”
Accounting for the Series C Preferred Stock
Based on the information currently available and QXO’s preliminary analysis, pursuant to Accounting Standards Codification (“ASC”) 480, — Distinguishing Liabilities from Equity (“ASC 480”), management preliminarily determined that the Series C Preferred Stock contains a feature that would make it redeemable at the option of the investors upon a fundamental change, which includes events not solely within QXO’s control. As a result, the Series C Preferred Stock is expected to meet the criteria to be classified within mezzanine equity. The evaluation and finalization of accounting conclusions including, but not limited to, classification of the instrument as a liability, mezzanine equity or permanent equity, impact to earnings
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per share and analysis of any potential embedded derivatives are ongoing and subject to change and could materially impact QXO’s financial statements subsequent to issuance. In addition, the fees incurred by QXO relating to the commitment to issue Series C Preferred Stock were recorded within equity, and reclassified as a reduction of mezzanine equity as issuances occur. The analysis of the accounting treatment for the Series C Preferred Stock is ongoing and not final.
Accounting for the Acquisitions
The Acquisitions were, or are expected to be, accounted for as business combinations using the acquisition method of accounting, with QXO determined to be the accounting acquirer for each acquisition in accordance with ASC 805, Business Combinations, (“ASC 805”). QXO was determined to be the accounting acquirer primarily due to having control over the combined company, and its managers, including the chief executive officer, directing the activities of QXO. Under this method of accounting, the aggregate acquisition consideration paid for each acquisition was, or will be, allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the respective acquisition dates. Accordingly, the aggregate acquisition consideration related to the Beacon Acquisition was allocated to Beacon’s assets acquired and liabilities assumed, the aggregate acquisition consideration related to the Kodiak Acquisition was allocated to Kodiak’s assets acquired and liabilities assumed, and the aggregate acquisition consideration related to the TopBuild Acquisition is expected to be allocated to TopBuild’s assets acquired and liabilities assumed. The process of valuing the net assets of Beacon upon consummation of the Beacon Acquisition, Kodiak upon consummation of the Kodiak Acquisition, and TopBuild immediately prior to the TopBuild Acquisition is preliminary. Any differences between the estimated consideration transferred and the estimated fair value of the assets acquired and liabilities assumed are recorded as goodwill. Accordingly, preliminary purchase price allocations and related adjustments reflected in the unaudited pro forma combined financial information are subject to revision based on a final determination of fair values. The final purchase price allocations for the Kodiak Acquisition and the TopBuild Acquisition may be materially different from the preliminary purchase price allocations presented in the unaudited pro forma combined financial information. Refer to Note 1 — Basis of Presentation for more information.
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2026
(in millions)
As of March 31, 2026
(in millions)
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(A)
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(B)
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(A) + (B) =
(C) |
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(D)
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(E)
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(F)
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(C) + (D) +
(E) + (F) = (G) |
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