QXO, Inc. and TopBuild Corp. announced that stockholders of both companies have overwhelmingly approved all proposals required for QXO to complete its acquisition of TopBuild. The approval was secured during the companies’ respective Special Meetings held today, marking a significant step toward finalizing the transaction. The deal is expected to close on or about July 1, 2026, provided that customary closing conditions are satisfied.

Voting Results

The approval margins were decisive at both meetings. At QXO’s Special Meeting, approximately 99% of the votes cast were in favor of approving the issuance of shares of QXO common stock in connection with the transaction. Meanwhile, at TopBuild’s Special Meeting, approximately 78% of the votes cast were in favor of adopting the merger agreement. This represents approximately 65% of all outstanding shares of TopBuild.

Transaction Details

The acquisition involves QXO issuing common stock to complete the purchase of TopBuild. While specific financial terms of the deal were not disclosed in the filing, the companies have set a target closing date. The completion of the transaction remains contingent upon the satisfaction of customary closing conditions, which typically include regulatory approvals and other standard requirements.

Company Profiles

QXO, Inc. is the largest publicly traded distributor of roofing, waterproofing, and related products in North America. It is also the second-largest publicly traded distributor of lumber and building materials in the region. The company is targeting $50 billion in annual revenue within the next decade through accretive acquisitions and organic growth.

TopBuild Corp. operates as North America’s largest distributor and installer of insulation and related building products. The company provides installation and distribution services across residential, commercial, and industrial end markets. TopBuild operates more than 450 locations across the United States and Canada.

QXO announced the early tender results for its cash tender offers and consent solicitations for TopBuild's 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034. The offers are being conducted by QXO's wholly-owned subsidiary, Titanium MergerCo, in connection with its pending acquisition of TopBuild. Holders tendered a significant majority of the outstanding principal amounts for both series of notes by the early tender deadline.

The table below details the aggregate principal amounts tendered and the consideration offered for each series of notes.

(1) Per $1,000 principal amount of Notes accepted for purchase. (2) Does not include accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the Settlement Date that will be paid on the Notes accepted for purchase. (3) Included in the Total Tender Offer Consideration for Early Tender Notes accepted for purchase.

• CUSIPs and ISINs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers.

QXO received the requisite consents for a majority of the aggregate principal amount of each series of notes. As a result, TopBuild executed supplemental indentures to eliminate the Change of Control Offer requirement, restrictive covenants, certain conditions to legal and covenant defeasance, and all events of default other than failure to pay principal and interest. These proposed amendments will become operative upon acceptance of the notes for purchase.

The tender offers and consent solicitations are scheduled to expire at 5:00 p.m., New York City time, on June 29, 2026, unless extended. The settlement date is expected to be the second business day following the expiration date. QXO anticipates extending the expiration date to align the settlement with the consummation of the TopBuild Acquisition. Holders of notes tendered after the early tender deadline will receive the tender offer consideration without the early tender payment, plus accrued and unpaid interest.

Morgan Stanley & Co. LLC is serving as the dealer manager and solicitation agent, while D.F. King & Co., Inc. is the information and tender agent. The offers are subject to conditions, including the substantially concurrent consummation of the TopBuild Acquisition under the Merger Agreement dated April 18, 2026.