TopBuild (BLD) Proxy filing summary

Executive summary

• QXO and TopBuild have entered into a definitive merger agreement, with QXO acquiring TopBuild through a two-step merger process, subject to shareholder approval and regulatory clearance.

• TopBuild shareholders can elect to receive either $505.00 in cash per share or 20.200 QXO shares per TopBuild share, subject to proration caps of 45% cash and 55% stock, with flexibility for QXO to increase the stock cap.

• After the merger, QXO shareholders will own approximately 70% and TopBuild shareholders 30% of the combined company, with corresponding voting power adjustments.

• The merger is expected to close in the third quarter of 2026, pending satisfaction of all closing conditions, including regulatory approvals and shareholder votes.

Voting matters and shareholder proposals

• QXO shareholders will vote on: (1) approval of QXO share issuance for the merger, (2) amendment to increase authorized QXO shares, and (3) adjournment proposal if more time is needed for votes.

• TopBuild shareholders will vote on: (1) adoption of the merger agreement, (2) non-binding advisory vote on executive compensation related to the merger, and (3) adjournment proposal.

• Both boards unanimously recommend voting in favor of all proposals.

• Jacobs Private Equity II, LLC, a major QXO preferred shareholder, has entered into a voting agreement to support the merger.

Board of directors and corporate governance

• The combined company’s board will expand by one seat, to be filled by a current TopBuild director, ensuring representation from both legacy companies.

• Existing QXO management will continue to lead the combined company, with Brad Jacobs remaining as CEO.