TopBuild Corp 8-K

What Happened

• On June 11, 2026 TopBuild Corp. (BLD) and U.S. Bank Trust Company, National Association (Trustee) executed two supplemental indentures amending the indentures for TopBuild’s 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034. The amendments were adopted following receipt of consents from holders representing at least a majority of each series as of the June 11, 2026 5:00 p.m. (NY time) withdrawal deadline. The changes are tied to the previously announced acquisition under the April 18, 2026 Agreement and Plan of Merger involving QXO, Inc. and its merger subsidiaries.

Key Details

• Notes affected: 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034.
• Primary changes: elimination of the requirement to make a Change of Control Offer in connection with the acquisition, removal of substantially all restrictive covenants, removal of certain legal/covenant defeasance conditions, and elimination of all events of default except failure to pay principal or interest.
• Consents: holders of at least a majority of each series validly delivered consents (not validly revoked) by the June 11, 2026 withdrawal deadline.
• Conditions: the amendments are effective upon execution but will not become operative unless (i) the Offeror accepts and pays for validly tendered notes, (ii) the Offeror delivers payment to DTC and notifies the Trustee (this delivery cannot be waived), and (iii) other Offer/Consent Solicitation conditions (including the Merger Condition) are satisfied or waived.

Why It Matters

• For bondholders: these amendments substantially reduce contractual protections and remedies (removing most covenants and most events of default), leaving only payment defaults as events of default. That changes the risk profile for remaining noteholders if the amendments become operative.
• For equity/transaction watchers: the changes are part of steps to facilitate the Offeror’s tender offers and the planned merger; they remove the need for a change‑of‑control cash repurchase obligation tied to the acquisition if conditions are met.
• Status: the Supplemental Indentures were signed and filed (Exhibits 4.1 and 4.2) but the amendments are not yet operative — they only take effect if the Offeror’s tender/consent conditions (including payment and merger conditions) are satisfied.