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- 22% Stockholder Opposition to Merger (new) — The 5.2 million shares voted against the QXO acquisition represent elevated dissent for a merger vote, suggesting some stockholders have concerns about transaction terms or strategic direction, though the deal still passed with sufficient support.
TopBuild stockholders approve QXO acquisition with 78% support; deal closes July 1
Filed June 29, 2026 · Period ending June 29, 2026 · ~1 min read
Key Changes
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TopBuild stockholders approved the QXO merger agreement with 77.6% of votes cast in favor (18.2M for, 5.2M against), representing 65% of all outstanding shares. The 22% opposition indicates meaningful stockholder dissent, though insufficient to block the transaction.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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QXO stockholders overwhelmingly approved issuing shares to complete the acquisition, with 99% of votes cast in favor, demonstrating strong buyer-side support for the transaction.
Exhibit 99.1 view on EDGAR → -
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The transaction is expected to close on or about July 1, 2026, subject to customary closing conditions, completing TopBuild's acquisition by QXO within two days of the stockholder vote.
Exhibit 99.1 view on EDGAR → -
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Stockholders approved merger-related executive compensation on a non-binding advisory basis with 94% support (27.7M for, 1.7M against), indicating comfort with the pay arrangements tied to the acquisition.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
TopBuild stockholders approved the company's acquisition by QXO, Inc. at a special meeting on June 29, 2026, with 77.6% of votes cast in favor of the merger agreement. The transaction, originally announced April 18, 2026, structures the acquisition as a two-step merger that will make TopBuild a wholly owned QXO subsidiary.
With 28 million shares outstanding and 23.5 million represented (84% turnout), the 18.2 million votes for represent 65% of total shares outstanding. QXO stockholders separately approved the share issuance with 99% support, and the deal is expected to close July 1, 2026.
The 22% opposition among TopBuild votes cast—5.2 million shares against—is elevated for a merger vote and signals meaningful stockholder concern about the transaction terms or strategic direction. While insufficient to block the deal, this level of dissent is notable and suggests a meaningful minority of TopBuild holders were not convinced by the merger rationale or consideration offered. Stockholders separately approved merger-related executive compensation with 94% support. TopBuild holders should prepare for the company to cease trading as an independent public entity after July 1.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
TopBuild and QXO announced stockholder vote results from special meetings held June 29, 2026.
Added in current filing · verify on EDGAR →
On June 29, 2026, the Company and QXO issued a joint press release announcing the results of the voting at their respective special meetings of stockholders each held on June 29, 2026.
TopBuild and QXO held special stockholder meetings on June 29, 2026, and issued a joint press release announcing the vote results. The 8-K does not disclose the specific proposals voted on or the vote tallies; those details are in the attached press release (Exhibit 99.1), which is furnished rather than filed. Special meetings typically address significant corporate actions such as mergers, acquisitions, or major governance changes.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Special Meeting, the Company’s stockholders voted on and approved a proposal (the “TopBuild Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of April 18, 2026 (the “Merger Agreement”), by and among the Company, QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of QXO (“Forward Merger Sub”), pursuant to which, subject to the terms and conditions set forth therein, (a) Titanium Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of QXO (the “Titanium Merger”), and (b) immediately following the Titanium Merger, the Company will merge with and into Forward Merger Sub, with Forward Merger Sub continuing as the surviving company (together with the Titanium Merger, the “Mergers”).
TopBuild stockholders approved the company's acquisition by QXO, Inc. through a two-step merger structure. In the first step, a QXO subsidiary will merge into TopBuild, making TopBuild a QXO subsidiary; immediately after, TopBuild will merge into another QXO subsidiary. This completes stockholder approval of the transaction originally announced April 18, 2026.
Added in current filing · verify on EDGAR →
As of the close of business on May 26, 2026, the record date for the Special Meeting, there were 28,024,568 shares of the Company’s common stock issued and outstanding. At the Special Meeting, 23,451,576 shares of the Company’s common stock were represented by proxy or by attending the Special Meeting, representing approximately 84% of the Company’s common stock outstanding as of the record date, which constituted a quorum to conduct business at the Special Meeting. ... For Against | Abstain | 18,198,701 | 5,243,756 | 9,119
The merger received 18,198,701 votes for versus 5,243,756 against and 9,119 abstentions, representing 77.6% approval of votes cast. With 28,024,568 shares outstanding and 23,451,576 represented (84% turnout), the votes for represent 64.9% of total shares outstanding. The 22.4% opposition (5.2 million shares against) is elevated for a merger vote and indicates meaningful stockholder dissent, though not enough to block the transaction.
Added in current filing · view on EDGAR →
For | Against | Abstain | 27,705,362 | 1,711,507 | 34,707
Stockholders approved, on a non-binding advisory basis, the merger-related compensation for TopBuild's named executive officers. The proposal received 27,705,362 votes for versus 1,711,507 against and 34,707 abstentions, representing 94.2% approval of votes cast and 98.9% of shares outstanding. This strong support indicates stockholders are comfortable with the executive pay arrangements tied to the QXO acquisition.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 30, 2026 · How we verify