TopBuild Corp Goodwill & Intangibles Disclosure
5. GOODWILL AND OTHER INTANGIBLES
Prior to the acquisition of Progressive on July 14, 2025, we had two reporting units which were also our operating and reportable segments: Installation and Specialty Distribution. Progressive became its own reporting unit for goodwill testing. All three reporting units contain goodwill. Assets acquired and liabilities assumed are assigned to the applicable reporting unit based on whether the acquired assets and liabilities relate to the operations of such unit and determination of its fair value. Goodwill assigned to the reporting unit is the excess of the fair value of the acquired business over the fair value of the individual assets acquired and liabilities assumed for the reporting unit.
In the fourth quarters of 2025 and 2024, we performed annual assessments of our goodwill resulting in no indicators of impairment.
Changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024, by reporting unit were as follows, in thousands:
| | | | Accumulated | | |||||||||||||
Gross Goodwill | FX Translation | Gross Goodwill | Impairment | Net Goodwill | ||||||||||||||
December 31, 2024 | Additions | Adjustment | December 31, 2025 | Losses | December 31, 2025 | |||||||||||||
Installation | $ | 1,946,247 | $ | 13,764 | $ | - | $ | 1,960,011 | $ | (762,021) | $ | 1,197,990 | ||||||
Progressive | - | 442,316 | - | 442,316 | - | 442,316 | ||||||||||||
Installation Services | 1,946,247 | 456,080 | - | 2,402,327 | (762,021) | 1,640,306 | ||||||||||||
Specialty Distribution |
| 928,033 |
| 473,901 | 2,987 |
| 1,404,921 |
| - |
| 1,404,921 | |||||||
Total goodwill | $ | 2,874,280 | $ | 929,981 | $ | 2,987 | $ | 3,807,248 | $ | (762,021) | $ | 3,045,227 | ||||||
| | | | Accumulated | | |||||||||||||
Gross Goodwill | FX Translation | Gross Goodwill | Impairment | Net Goodwill | ||||||||||||||
December 31, 2023 | Additions | Adjustment | December 31, 2024 | Losses | December 31, 2024 | |||||||||||||
Installation | $ | 1,901,160 | $ | 45,087 | $ | - | $ | 1,946,247 | $ | (762,021) | $ | 1,184,226 | ||||||
Specialty Distribution |
| 903,429 |
| 29,760 | (5,156) |
| 928,033 |
| - |
| 928,033 | |||||||
Total goodwill | $ | 2,804,589 | $ | 74,847 | $ | (5,156) | $ | 2,874,280 | $ | (762,021) | $ | 2,112,259 | ||||||
Additions during the year ended December 31, 2025, primarily reflects acquisitions made during the period, as well as measurement period adjustments to the fair value of goodwill assigned to businesses acquired in the last twelve months. Our acquisition of Progressive included $442.3 million of goodwill and $397.8 million of other intangible assets as of July 14, 2025. Our acquisition of SPI, a Specialty Distribution acquisition, included $425.7 million of goodwill and $455.3 million of other intangible assets as of October 7, 2025. See Note 15 – Business Combinations for further information on the preliminary purchase price allocation.
The following table sets forth our other intangible assets, in thousands:
As of December 31, | |||||||||
2025 | 2024 | 2023 | |||||||
Gross definite-lived intangible assets | | $ | 1,755,193 | $ | 864,693 | $ | 827,793 | ||
Accumulated amortization | | (403,581) | (307,004) | (236,735) | |||||
Other intangible assets, net | $ | 1,351,612 | $ | 557,689 | $ | 591,058 | |||
Amortization expense | $ | 95,339 | $ | 72,082 | $ | 69,139 | |||
The following table sets forth a detail of our intangible assets as of December 31, 2025, in thousands:
| | | | Gross Definite-Lived Intangible Assets | | Accumulated Amortization | | Net Definite-Lived Intangible Assets | ||||
Trademarks | $ | 105,370 | $ | (27,221) | $ | 78,149 | ||||||
Customer relationships | 1,641,904 | (368,525) | 1,273,379 | |||||||||
Non-compete | 7,919 | (7,835) | 84 | |||||||||
Total | $ | 1,755,193 | $ | (403,581) | $ | 1,351,612 | ||||||
The following table sets forth a detail of our intangible assets as of December 31, 2024, in thousands:
| | | | Gross Definite-Lived Intangible Assets | | Accumulated Amortization | | Net Definite-Lived Intangible Assets | ||||
Trademarks | $ | 46,590 | $ | (20,623) | $ | 25,967 | ||||||
Customer relationships | 810,184 | (278,586) | 531,598 | |||||||||
Non-compete | 7,919 | (7,795) | 124 | |||||||||
Total | $ | 864,693 | $ | (307,004) | $ | 557,689 | ||||||
The following table sets forth the amortization expense related to the definite-lived intangible assets during each of the next five years, in thousands:
| Amortization | ||
2026 | $ | 142,730 | |
2027 | 136,419 | ||
2028 | 135,328 | ||
2029 | 135,305 | ||
2030 | 128,440 | ||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Mar 3, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.