TopBuild Corp 8-K

What Happened

• TopBuild Corp (BLD) filed an 8-K on June 16, 2026 reporting that participants in the TopBuild 401(k) Plan are anticipated to be subject to a blackout period (i.e., a temporary suspension of trading and plan transactions) in excess of three consecutive business days. The blackout is tied to the previously announced acquisition of TopBuild under the Agreement and Plan of Merger dated April 18, 2026 among TopBuild, QXO, Inc. and its merger subsidiaries.
• The company received the required ERISA notice on June 15, 2026 and sent a separate Notice on June 15, 2026 to its directors and executive officers about the blackout and related trading prohibitions under Section 306 of the Sarbanes‑Oxley Act and Rule 104 of SEC Regulation BTR. A copy of that Notice is filed as Exhibit 99.1.

Key Details

• Blackout expected to exceed three consecutive business days (triggering SEC/ERISA filing requirements).
• Merger agreement date: April 18, 2026; buyer: QXO, Inc. (with Titanium MergerCo, Inc. and Titanium MergerCo 2, LLC as merger subsidiaries).
• Notice dates: ERISA notice received and director/executive officer Notice sent on June 15, 2026; 8-K filed June 16, 2026.
• Plan participants or interested parties may obtain the actual blackout start and end dates, free of charge, for two years after the blackout ends by contacting TopBuild prior to closing (Lynda Walker) or QXO after closing (Chief Legal Officer).

Why It Matters

• For participants in TopBuild’s 401(k) plan, a blackout means temporary inability to change investments, move assets, or make certain transactions in plan accounts during the blackout window.
• Executives and directors are subject to special trading prohibitions during the blackout per Sarbanes‑Oxley and Regulation BTR, which can affect timing of personal stock trades.
• This is a common procedural step in mergers, but affected employees and shareholders should note the blackout may temporarily limit retirement account actions and can request the exact blackout dates from the company.