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QXO completes acquisition of TopBuild for $505 per share cash or 20.200 QXO shares

QXO completed its acquisition of TopBuild on July 1, 2026, pursuant to a merger agreement. TopBuild shareholders who elected cash received $249.67 per share in cash and 10.212 QXO shares per share (representing approximately 91% of outstanding shares); those who elected stock or made no election received 20.200 QXO shares per share. In connection with the merger, QXO incurred $3.0 billion in incremental term loan financing, $1,500 million in 6.500% senior notes due 2031, and $1,500 million in 6.875% senior notes due 2034. TopBuild's shares were delisted from NYSE on July 1, 2026, and the company became QXO Insulation, LLC.

QXO Insulation, LLC · CIK 1633931 ·

Key facts

  • Merger consideration: $505.00 per TopBuild Share in cash or 20.200 QXO Shares per TopBuild Share
  • QXO Incremental Term Loan Facility: $3.0 billion in aggregate principal amount
  • QXO 2031 Notes: $1,500.0 million aggregate principal at 6.500% due 2031
  • QXO 2034 Notes: $1,500.0 million aggregate principal at 6.875% due 2034
  • QXO Secured Notes: $2.25 billion aggregate principal at 6.75% due 2032
  • TopBuild shareholders elected cash consideration for approximately 91.0% of outstanding shares
  • Actual cash paid per share: approximately $249.67 per TopBuild Share to cash-electing shareholders
  • 99.54% of TopBuild 2032 Notes and 99.75% of TopBuild 2034 Notes purchased and cancelled
  • All TopBuild equity awards converted or cancelled per merger agreement terms
  • Joseph M. Viselli severance payment: $894,539 (less applicable taxes and withholdings)

Why it matters

QXO acquired TopBuild's operations and customer base, substantially increasing its scale and debt load; the delisting marks the end of TopBuild's public existence as it becomes a wholly owned subsidiary, while QXO shareholders face dilution from approximately 20.2 shares issued per TopBuild share to roughly 91% of TopBuild's shareholders.

Developing story

  • 25-NSE
  • 8-Kthis filing

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Derived from 8-K filed 2026-07-01. Not investment advice. View the source filing on SEC.gov →