The deal is fully financed and on track for Q3 2026 close. The spread between BLD's current price and the $505 cash consideration reflects remaining regulatory and vote risk. Monitor for any competing bids or regulatory challenges; the HSR clearance and Canadian no-action letter reduce antitrust risk. TopBuild stockholders should vote FOR or seek appraisal if they believe fair value exceeds $505.
Price Chart
Executive Summary
TopBuild Corp. (BLD) filed a definitive merger proxy (DEFM14A) for its $17 billion acquisition by QXO, Inc. Stockholders will vote on June 29, 2026, to adopt the merger agreement. Each TopBuild share will convert into either $505.00 cash or 20.200 QXO shares (subject to proration: max 45% cash, 55% stock). The TopBuild board unanimously recommends approval; QXO's obligation is not subject to financing. The deal is expected to close in Q3 2026, pending stockholder votes, antitrust clearance (HSR waiting period expired May 26, 2026; Canadian no-action letter received May 28, 2026), and other customary conditions.
Key Financial Metrics
Key Facts
- TopBuild stockholders to vote on merger with QXO on June 29, 2026.
- Each TopBuild share elects $505.00 cash or 20.200 QXO shares; no-election shares default to stock.
- Cash capped at 45% of outstanding shares; stock capped at 55% (QXO may increase stock cap).
- TopBuild board unanimously recommends FOR the merger; QXO board unanimously recommends FOR share issuance.
- Jacobs Private Equity II, LLC (19.1% voting power) has agreed to vote QXO shares in favor.
- HSR waiting period expired May 26, 2026; Canadian no-action letter received May 28, 2026.
- TopBuild stockholders have appraisal rights under Delaware law.
- Termination fee of $600 million payable by either party under certain conditions.
- QXO's obligation is NOT subject to financing condition.
- TopBuild shares will be delisted from NYSE upon deal close.
Financial Impact
Total enterprise value of $17 billion; per-share consideration of $505 cash or 20.200 QXO shares (implied value ~$505 at current QXO price).
Risk Factors
- Stockholder vote failure (TopBuild requires majority of outstanding shares; QXO requires majority of votes cast).
- Regulatory challenges despite HSR and Canadian clearance; state or private antitrust actions possible.
- QXO stock price decline could reduce value of stock consideration for electing holders.
- Proration mechanics may result in holders receiving a mix of cash and stock different from their election.
- Litigation challenging the merger could delay or block closing.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001104659-26-068303 |
| Document: tm2612250-7_defm14a.htm | 0001104659-26-068303 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 3, 2026 8w ago | Institutional Cluster | — | awaiting T+1 | — | — |
Jul 1, 2026 13w ago | 25-NSE | $354.53 $354.53 | · 0.00% | ▲ +0.13% | — |
Jun 29, 2026 13w ago | 8-K | $354.53 $354.53 | · 0.00% | ▲ +0.14% | — |
Jun 22, 2026 14w ago | 425 | $413.47 $407.41 | ▼ −1.47% | ▼ −0.01% | — |
Jun 22, 2026 14w ago | 8-K | $413.47 $407.41 | ▼ −1.47% | ▼ −0.01% | — |
Jun 22, 2026 14w ago | 425 | $413.47 $407.41 | ▼ −1.47% | ▼ −0.01% | — |
Jun 11, 2026 16w ago | Institutional Cluster | $409.84 $411.08 | ▲ +0.30% | ▼ −0.24% | — |
Jun 4, 2026 17w ago | 425 | $401.82 $399.03 | ▼ −0.69% | ▼ −0.92% | — |
Jun 4, 2026 17w ago | 8-K | $401.82 $399.03 | ▼ −0.69% | ▼ −0.92% | — |
May 29, 2026 17w ago | DEFM14A | $412.19 $407.07 | ▼ −1.24% | ▼ −1.39% | — |
US Market Status
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