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Get filing alertsTopBuild sets June 29 deadline for stockholders to elect consideration in QXO acquisition
Filed June 4, 2026 · Period ending June 4, 2026 · ~1 min read
Key Changes
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Stockholders must elect their preferred form of consideration (cash, stock, or mix) in the QXO acquisition by 5:00 p.m. ET on June 29, 2026. Missing this deadline may result in automatic allocation.
Item 8.01 verify on EDGAR → -
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SEC declared the acquisition registration statement effective on May 29, 2026, clearing a critical regulatory hurdle. Both companies began mailing proxy materials to stockholders that same day.
Item 8.01 verify on EDGAR → -
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The acquisition process is advancing on schedule with stockholders now receiving official documents needed to vote on the transaction and make consideration elections.
Joint Press Release verify on EDGAR →
Summary
TopBuild and QXO announced that stockholders have until June 29, 2026 to elect what form of consideration they want to receive when QXO completes its acquisition of TopBuild. This election allows stockholders to choose between cash, QXO stock, or a combination, subject to proration if elections exceed available pools.
The announcement follows the SEC's May 29 approval of the registration statement, which allowed both companies to begin distributing proxy materials to stockholders. For TopBuild stockholders, this is a critical action item. Those who don't submit an election by the June 29 deadline will likely receive a default allocation determined by the merger agreement's proration mechanics.
The advancement to this stage indicates the deal is progressing toward completion, pending stockholder votes at both companies. Investors should watch for the announcement of special meeting dates where stockholders will vote on the acquisition, and monitor whether any competing offers emerge during this window. The form of consideration elected will determine tax treatment and whether stockholders maintain exposure to the combined entity.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 4, 2026, TopBuild Corp. (“TopBuild”) and QXO, Inc. (“QXO”) issued a joint press release (the “Joint Press Release”) announcing that the deadline for TopBuild stockholders of record to elect the form of consideration that they wish to receive in connection with the acquisition of TopBuild by QXO is 5:00 p.m., Eastern Time on June 29, 2026.
TopBuild stockholders have until 5:00 p.m. Eastern Time on June 29, 2026 to elect what form of consideration (likely cash, stock, or a mix) they want to receive when QXO acquires TopBuild. This is a procedural milestone in the previously announced acquisition process.
Added in current filing · verify on EDGAR →
The registration statement, as amended, was declared effective by the SEC on May 29, 2026. Each of QXO and TopBuild commenced mailing copies of the definitive joint proxy statement/prospectus to stockholders of QXO and TopBuild, respectively, on or about May 29, 2026.
The SEC declared the registration statement for the QXO-TopBuild acquisition effective on May 29, 2026, and both companies began mailing the joint proxy statement/prospectus to stockholders around that date. This means the acquisition process has cleared a key regulatory hurdle and stockholders now have the official documents needed to vote on the transaction.
Event · Item 9.01 — Financial Statements and Exhibits
TopBuild Corp. issued a joint press release with QXO, Inc., but the 8-K body does not disclose the content or nature of the announcement.
Added in current filing · verify on EDGAR →
Joint Press Release issued by TopBuild Corp. and QXO, Inc., dated June 4, 2026.
TopBuild Corp. filed an 8-K referencing a joint press release with QXO, Inc. dated June 4, 2026. The 8-K body itself does not disclose the subject matter of the press release, only that Exhibit 99.1 contains it. Without access to the exhibit, the nature of the announcement (potential acquisition, partnership, or other material event) cannot be determined from this filing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify