UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 411, 2026

TopBuild Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-36870	47-3096382
(State or other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

475 North Williamson Boulevard

Daytona Beach, Florida

32114

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (386) 304-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BLD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 81.~~01.~~01Entry ~~Other~~into ~~Events~~a Material Definitive Agreement.

On June 411, 2026, TopBuild Corp., a Delaware corporation (the “~~TopBuild~~Company”), and ~~QXO~~U.S. Bank Trust Company, ~~Inc.~~National Association, as trustee (the “~~QXO~~Trustee”), ~~issued~~entered ainto ~~joint~~(i) ~~press~~the ~~release~~Third Supplemental Indenture (the “~~Joint~~2032 ~~Press~~Notes ~~Release~~Supplemental Indenture”) ~~announcing~~to ~~that~~the Indenture, dated as of October 14, 2021 (as amended, supplemented or otherwise modified, the ~~deadline~~“2032 ~~for~~Notes ~~TopBuild~~Indenture”), ~~stockholders~~among ofthe ~~record~~Company, tothe ~~elect~~guarantors party thereto and the ~~form~~Trustee, governing the Company’s 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) the First Supplemental Indenture (together with the 2032 Notes Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of ~~consideration~~September 25, 2025 (as amended, supplemented or otherwise modified and, together with the 2032 Notes Indenture, the “Indentures”), among the Company, the guarantors party thereto and the Trustee, governing the Company’s 5.625% Senior Notes due 2034 (the “2034 Notes” and, collectively with the 2032 Notes, the “Notes”). The Supplemental Indentures provide for amendments (the “Amendments”) to the respective Indentures and Notes that ~~they~~will ~~wish~~(i) eliminate the requirement to ~~receive~~make a “Change of Control Offer” (as defined in the applicable Indenture) for the related Notes in connection with the previously announced acquisition of ~~TopBuild~~the byCompany pursuant to the Agreement and Plan of Merger, dated as of April 18, 2026, among the Company, QXO, isInc., ~~5:00~~a pDelaware corporation (“QXO”), Titanium MergerCo, Inc.m., ~~Eastern~~a ~~Time~~Delaware oncorporation ~~June~~and 29wholly owned subsidiary of QXO (the “Offeror”), ~~2026~~and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO, and future transactions, (ii) eliminate substantially all of the restrictive covenants in the applicable Indenture and the Notes, (iii) eliminate certain conditions to legal defeasance and covenant defeasance in the applicable Indenture and the Notes and (iv) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the Notes.

AThe ~~copy~~Supplemental Indentures were entered into following receipt of the ~~Joint~~consents ~~Press~~to ~~Release~~the isadoption ~~attached~~of the Amendments of the holders of at least a majority of the aggregate principal amount outstanding of the respective series of Notes, which consents were validly delivered and not validly revoked as ~~Exhibit~~of 99the withdrawal deadline of 5:00 p.1m., ~~hereto~~New York City time, on June 11, 2026 in the Offeror’s previously announced tender offers and isconsent ~~incorporated~~solicitations ~~herein~~(the by“Tender ~~reference~~Offers and Consent Solicitations”). The terms and conditions of the Tender Offers and Consent Solicitations are described in the Offeror’s Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026, including any amendments, modifications or supplements thereto (the “Offer to Purchase”).

~~Cautionary~~The ~~Statement~~Supplemental ~~Regarding~~Indentures ~~Forward-Looking~~became ~~Information~~effective immediately upon execution. However, the Amendments will not become operative unless and until the following conditions have been satisfied or otherwise waived, if applicable, by the Offeror or TopBuild (collectively, the “Conditions”): (i) the 2032 Notes and 2034 Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase by the Offeror in accordance with the terms of the Offer to Purchase, (ii) the Offeror will have delivered to The Depository Trust Company for the holders of the 2032 Notes and 2034 Notes the aggregate amount to be paid to such holders as Total Tender Offer Consideration or Tender Offer Consideration (each as defined in the Offer to Purchase), as applicable, upon the terms and subject to the conditions in the Offer to Purchase in respect of the 2032 Notes and 2034 Notes validly tendered and not validly withdrawn and consents validly delivered and not validly revoked thereunder, and the Offeror or TopBuild will have notified the Trustee in writing that such delivery has been made, which condition cannot be waived by the Offeror or TopBuild, and (iii) the other conditions to the Consent Solicitation set forth in the Offer to Purchase, including the Merger Condition (as defined in the Offer to Purchase), have been satisfied or waived, with the result that the Amendments will have no force or effect, and all terms and conditions as set forth in the applicable Indenture immediately prior to the execution of the Supplemental Indentures will continue to govern, in each case, unless and until all of the Conditions have been satisfied.

~~This~~The ~~communication~~foregoing ~~contains~~descriptions ~~forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing~~ of the ~~closing~~Supplemental ofIndentures ~~the~~do proposed acquisition, the anticipated benefits of the proposed acquisition, 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~~purport ~~undue~~to ~~reliance~~be oncomplete 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~~qualified ~~that a number of important factors could cause actual results to differ materially from those contained~~ in ~~any~~their ~~such~~entirety ~~forward-looking~~by ~~statements.~~reference ~~Factors that could cause actual results~~ to ~~differ materially from those described herein include, among others: (i)~~ the ~~risk~~full ~~that~~text ~~the proposed acquisition~~ of ~~TopBuild may not be completed on~~ the ~~anticipated~~Supplemental ~~terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition~~Indentures, ~~including~~which ~~the~~are ~~risk~~filed that the required stockholder approvals may not be obtained; (iii) the effect of the pendency of the proposed acquisition 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 acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as aExhibits ~~result~~4.1 ~~of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation~~ and~~/or~~ regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative4.2, ~~regulatory~~respectively, ~~economic, competitive or technological changes; (ix) QXO’s ability~~ to ~~finance~~this ~~the~~Current proposed acquisition; (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 108-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~~incorporated ~~guarantees~~by ofreference ~~performance~~into orthis ~~results.~~Item ~~Forward-looking statements herein speak only as of the date each statement is made~~1. ~~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~~01.

~~Important~~This ~~Information~~Current ~~for~~Report ~~Investors~~on Form 8-K is not intended to and ~~Stockholders~~does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

In connection with the proposed acquisition, QXO has filed a registration statement on Form S-4 (File No. 333-295973) with the SEC containing a prospectus of QXO that also constitutes a joint proxy statement of each of QXO and TopBuild. The registration statement, as amended, was declared effective by the SEC on May 29, 2026. Each of QXO and TopBuild commenced mailing copies of the definitive joint proxy statement/prospectus to stockholders of QXO and TopBuild, respectively, on or about May 29, 2026. QXO and TopBuild may also file other documents with the SEC regarding the proposed acquisition. This communication is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that QXO or TopBuild has filed or may file with the SEC in connection with the proposed acquisition. INVESTORS AND SECURITY HOLDERS OF QXO AND TOPBUILD ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies

Item 9.01 Financial Statements and Exhibits.

of(d) the joint proxy statement/prospectus and other documents filed with the SEC by QXO or TopBuild through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by QXO are available free of charge on QXO’s website at https://investors.qxo.com and copies of the documents filed with the SEC by TopBuild are available free of charge on TopBuild’s website at https://www.topbuild.com/investors. Additionally, copies may be obtained by contacting the investor relations departments of QXO or TopBuild.Exhibits


Exhibit No.		Description
4.1		Third Supplemental Indenture, dated as of June 11, 2026, by and between TopBuild Corp. and U.S. Bank Trust Company, National Association, to the Indenture, dated as of October 14, 2021, by and among TopBuild Corp., the guarantors party thereto and U.S. Bank National Association.
4.2		First Supplemental Indenture, dated as of June 11, 2026, by and between TopBuild Corp. and U.S. Bank Trust Company, National Association, to the Indenture, dated as of September 25, 2025, by and among TopBuild Corp., the guarantors party thereto and U.S. Bank Trust Company, National Association.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~No Offer or Solicitation~~

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

~~Participants in the Solicitation~~

SIGNATURES

TopBuild and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from TopBuild’s stockholders in connection with the proposed acquisition. Information regarding TopBuild’s directors and its executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Common Stock Ownership of Officers, Directors and Significant Shareholders,” “Compensation Committee Report,” and “Director Compensation” contained in TopBuild’s definitive proxy statement on Schedule 14A for TopBuild’s 2026 annual meeting of stockholders, which was filed with the SEC on March 17, 2026. To the extent holdings of TopBuild’s securities by its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial Ownership on Form 4 filed with the SEC.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QXO and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from QXO’s stockholders in connection with the proposed acquisition. Information regarding QXO’s directors and its executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation,” and “Director Compensation” contained in QXO’s definitive proxy statement on Schedule 14A for QXO’s 2026 annual meeting of stockholders, which was filed with the SEC on March 24, 2026. To the extent holdings of QXO’s securities by its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial Ownership on Form 4 filed with the SEC.


	TOPBUILD CORP.

	By:	/s/ Luis F. Machado
		Name:	Luis F. Machado
		Title:	Vice President, General Counsel and Corporate Secretary
Dated: June 12, 2026

The information regarding the interests of such participants in the solicitation of proxies in respect of the proposed acquisition is included in the registration statement and joint proxy statement/prospectus and may also be included in other relevant materials filed with the SEC.

~~Item 9.01 Financial Statements and Exhibits.~~

~~(d) Exhibits~~


Exhibit No.		Description
99.1		Joint Press Release issued by TopBuild Corp. and QXO, Inc., dated June 4, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOPBUILD CORP.

	By:	/s/ Luis F. Machado
		Name:	Luis F. Machado
		Title:	Vice President, General Counsel andCorporate Secretary
Dated: June 4, 2026

Filing Compare · QXO Insulation, LLC