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- Delisting (new) — TopBuild delisted from NYSE following merger completion, a standard outcome when a public company is acquired.
- Departure of CFO (new) — CFO Joseph Viselli retired June 30, 2026, one day before merger close, receiving $894,539 in recognition of contributions and ongoing obligations.
TopBuild acquired by QXO for $505/share; guarantees $8.75B of QXO debt, delists from NYSE
Filed July 1, 2026 · Period ending July 1, 2026 · ~1 min read
Key Changes
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TopBuild guarantees $8.75B of QXO debt: $3B unsecured notes (6.5% 2031, 6.875% 2034), $2.25B secured notes (6.75% 2032), $5.25B term loans, and $2B ABL facility, all secured by first- or second-priority liens on substantially all assets.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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QXO completed acquisition of TopBuild on July 1, 2026; shareholders elected 91% cash but received prorated mix of ~$249.67 cash and 10.212 QXO shares per TopBuild share (vs. full election of $505 cash or 20.200 shares).
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
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TopBuild delisted from NYSE and suspended trading July 1, 2026; plans to file Form 15 to deregister shares and suspend SEC reporting obligations.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule verify on EDGAR → -
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TopBuild retired all outstanding senior notes: 99.5%+ of 2032 and 2034 notes via tender offers, remainder plus all 2029 notes redeemed at par to 101.125% of principal on July 1, 2026.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
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All TopBuild directors and executive officers ceased positions at merger close; CFO Joseph Viselli retired June 30, 2026, receiving $894,539 cash payment for contributions and ongoing obligations.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
QXO completed its acquisition of TopBuild on July 1, 2026, paying shareholders a prorated mix of approximately $249.67 cash and 10.212 QXO shares per TopBuild share after 91% elected the $505 all-cash option. TopBuild is now a wholly owned QXO subsidiary, converted to an LLC, and delisted from the NYSE.
The company retired all its public debt—$3B across three note series—through tender offers and redemptions at par to 101.125% of principal. The material concern for investors is TopBuild's assumption of $8.75B in QXO debt guarantees: $3B unsecured notes at 6.5%–6.875%, $2.25B secured notes at 6.75%, $5.25B in term loans, and a $2B ABL facility.
These obligations are secured by first- or second-priority liens on substantially all TopBuild assets, including inventory, receivables, and owned property. The company swapped its standalone capital structure for a heavily leveraged one tied to QXO's broader building-products consolidation strategy. Former TopBuild shareholders now hold QXO equity and must evaluate the combined entity's ability to service this debt load and execute on integration synergies.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 1, 2026, upon consummation of the Merger (as defined below), TopBuild, QXO Building Products, Inc., a wholly owned subsidiary of QXO (the “Issuer” or the “Borrower”), certain of the Issuer’s and TopBuild’s subsidiaries (the “Other Subsidiary Guarantors” and, together with TopBuild, the “Subsidiary Guarantors”) and Wilmington Trust, National Association (the “Trustee”) entered into the Supplemental Indenture No. 1 to the Indenture, dated as of June 17, 2026, among the Issuer, the subsidiary guarantors party thereto from time to time and the Trustee (the “QXO Unsecured Notes Indenture”), governing $1,500.0 million of the Issuer’s 6.500% Senior Notes due 2031 (the “QXO 2031 Notes”) and $1,500.0 million of the Issuer’s 6.875% Senior Notes due 2034 (the “QXO 2034 Notes” and, together with the QXO 2031 Notes, the “QXO Unsecured Notes”), pursuant to which TopBuild and the Other Subsidiary Guarantors guaranteed the Issuer’s obligations under the QXO Unsecured Notes and the QXO Unsecured Notes Indenture.
TopBuild and its subsidiaries have guaranteed $3.0 billion of unsecured senior notes issued by QXO Building Products: $1.5 billion of 6.500% notes due 2031 and $1.5 billion of 6.875% notes due 2034. This guarantee was executed upon consummation of a merger between TopBuild and QXO, making TopBuild liable for these debt obligations.
Added in current filing · verify on EDGAR →
On July 1, 2026, upon consummation of the Merger, TopBuild and the TopBuild Subsidiary Guarantors entered into that certain Supplement No. 2 to Guarantee Agreement (ABL), dated as of July 1, 2026, pursuant to which TopBuild and each TopBuild Subsidiary Guarantor agreed to guarantee the obligations under that certain Asset-Based Revolving Credit Agreement, dated as of April 29, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “QXO ABL Credit Agreement”), by and among Holdings, the Borrower, the subsidiary borrowers party there, the lenders party thereto and Citibank, N.A., as administrative agent, which provides for an asset-based revolving credit facility (the “QXO ABL Facility”), with an aggregate borrowing availability equal to the lesser of $2,000 million and the borrowing base. All obligations under the QXO ABL Facility are secured by first-priority liens on ABL Priority Collateral and second-priority liens on Notes Priority Collateral, in each case subject to certain exceptions and permitted liens.
TopBuild has guaranteed a $2.0 billion asset-based revolving credit facility, with actual borrowing availability limited by a borrowing base calculation. These obligations are secured by first-priority liens on inventory, receivables and related assets, and second-priority liens on other material owned assets. This provides liquidity but further encumbers TopBuild's assets.
Event · Item 1.02 — Termination of a Material Definitive Agreement
TopBuild repaid and terminated its credit agreement in connection with closing a merger.
Added in current filing · verify on EDGAR →
On the Closing Date, in connection with the consummation of the Merger, TopBuild repaid in full and terminated that certain Amended and Restated Credit Agreement, dated as of March 20, 2020, as amended by Amendment No. 1, dated as of March 8, 2021, Amendment No. 2, dated as of October 7, 2021, Amendment No. 3, dated as of December 9, 2022, Amendment No. 4, dated as of July 26, 2023, and Amendment No. 5, dated as of May 16, 2025, by and among TopBuild, certain subsidiaries of TopBuild from time to time party thereto as guarantors, the lenders and other parties from time to time party thereto, and Bank of America, N.A., as administrative agent, as amended, supplemented, modified, restated, refinanced or replaced from time to time (the “Credit Agreement”). In connection with the termination of the Credit Agreement, all outstanding borrowings and unpaid fees and expenses thereunder were paid in full, all commitments thereunder were terminated, and all guarantees and other obligations thereunder were released.
TopBuild fully repaid and terminated its credit agreement originally dated March 20, 2020, which had been amended five times through May 2025. The termination occurred in connection with closing a merger. All borrowings, fees, and expenses were paid in full, all lending commitments were terminated, and all guarantees and obligations were released.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 1, 2026, QXO completed the previously announced acquisition of TopBuild (the “TopBuild Acquisition”), pursuant to the Merger Agreement. On July 1, 2026, pursuant to the terms of the Merger Agreement, Titanium Merger Sub merged with and into TopBuild (the “Titanium Merger”), with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO, and immediately thereafter, TopBuild merged with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Merger”), with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.
QXO completed its acquisition of TopBuild through a two-step merger process. TopBuild is now a wholly owned subsidiary of QXO, renamed QXO Insulation, LLC. This represents a major consolidation in the building products sector.
Added in current filing · verify on EDGAR →
each share of common stock, par value $0.01 per share, of TopBuild (“TopBuild Shares”) issued and outstanding immediately prior thereto (other than certain excluded shares, cancelled shares and dissenting shares) was converted into the right to receive, at the election of the holder and subject to proration as described in the Merger Agreement, one of the following forms of merger consideration (the “Merger Consideration”): (i) an amount in cash equal to $505.00 per TopBuild Share (the “Cash Consideration”) or (ii) 20.200 shares of QXO common stock, par value $0.00001 per share (“QXO Shares”), per TopBuild Share (the “Stock Consideration”).
TopBuild shareholders could elect to receive either $505.00 in cash or 20.200 QXO shares per TopBuild share. The stock consideration values QXO shares at approximately $25.00 each based on the cash alternative. Shareholders who made no election were treated as having elected stock.
Added in current filing · view on EDGAR →
(i) each option to purchase TopBuild Shares outstanding and not yet exercised whether vested or unvested (each, a “TopBuild Option”), was, by virtue of the Titanium Merger and without any action on the part of the holder thereof, cancelled and converted into the right to receive QXO Shares equal to (a) the total TopBuild Shares subject to such TopBuild Option as of immediately prior to the Titanium Merger Effective Time, multiplied by (b) the quotient obtained by dividing (x) the excess, if any, of (1) the Cash Consideration minus (2) the exercise price per TopBuild Share applicable to such TopBuild Option by (y) $25.00
Outstanding TopBuild stock options were cancelled and converted into QXO shares based on their in-the-money value divided by $25.00 per QXO share. Restricted stock units and performance stock units were converted into corresponding QXO equity awards at the 20.200 exchange ratio, with performance conditions deemed satisfied at target and converted to service-based vesting only.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
As a result, trading of TopBuild Shares, which traded under the ticker symbol “BLD” on NYSE, was suspended prior to the opening of trading on the NYSE on July 1, 2026.
TopBuild's shares stopped trading on the NYSE effective July 1, 2026, following completion of a merger. The company notified the NYSE and the exchange filed Form 25 to initiate delisting and deregistration under Section 12(b) of the Exchange Act. This is a standard outcome when a public company is acquired in a merger.
Added in current filing · verify on EDGAR →
Upon effectiveness of the Form 25, TopBuild intends to file a Form 15 with the SEC requesting the deregistration of TopBuild Shares under Section 12(g) of the Exchange Act and the suspension of TopBuild’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
TopBuild plans to file Form 15 to deregister its shares and suspend its SEC reporting obligations once the Form 25 becomes effective. This means the company will no longer file quarterly or annual reports with the SEC, as it will cease to be a publicly traded entity following the merger.
Event · Item 3.03 — Material Modification to Rights of Security Holders
TopBuild Corp completed the Titanium Merger; existing shareholders' rights converted to merger consideration rights only.
Added in current filing · verify on EDGAR →
At the effective time of the Titanium Merger, each holder of TopBuild Shares that were outstanding immediately prior to the effective time of the Titanium Merger (other than certain excluded shares, cancelled shares and dissenting shares) ceased to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the Merger Agreement
TopBuild Corp completed a merger transaction referred to as the Titanium Merger. At the effective time, all outstanding TopBuild shares (except excluded, cancelled, and dissenting shares) were converted, and shareholders lost all prior ownership rights except the right to receive merger consideration as specified in the merger agreement. This represents a fundamental change in the company's ownership structure.
Event · Item 5.01 — Changes in Control of Registrant
TopBuild Corp completed a merger with QXO, Inc., becoming a wholly owned subsidiary of QXO effective July 1, 2026.
Added in current filing · verify on EDGAR →
On July 1, 2026, pursuant to the Merger Agreement, (i) Titanium Merger Sub merged with and into TopBuild, with TopBuild surviving as a wholly owned subsidiary of QXO, and (ii) immediately thereafter, TopBuild merged with and into Forward Merger Sub with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.
TopBuild completed a two-step merger transaction with QXO, Inc. on July 1, 2026. First, a QXO subsidiary merged into TopBuild, making TopBuild a QXO subsidiary. Immediately after, TopBuild merged into another QXO subsidiary (Forward Merger Sub), which survived as the final QXO subsidiary. This represents a complete change in control of TopBuild, with QXO now owning 100% of the surviving entity.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
By the operation of the Merger, all of the directors of TopBuild ceased to be directors of TopBuild and members of any and all committees of TopBuild’s board of directors, effective as of the effective time of the Titanium Merger. This was not a result of any disagreement between TopBuild and the directors on any matter relating to TopBuild’s operations, policies or practices.
TopBuild completed the Titanium Merger, resulting in all directors ceasing their board positions at the effective time. The filing explicitly states this was not due to any disagreement on operations, policies, or practices.
Added in current filing · verify on EDGAR →
By virtue of, and effective as of the effective time of, the Titanium Merger, all of the executive officers of TopBuild immediately prior to the effective time of the Titanium Merger ceased to hold their respective positions with TopBuild, effective as of the effective time of the Titanium Merger.
All executive officers of TopBuild ceased their positions effective at the Titanium Merger's effective time. This is a standard consequence of the merger transaction.
Added in current filing · verify on EDGAR →
In connection with the retirement of Joseph M. Viselli, as previously disclosed in TopBuild’s Current Report on Form 8-K filed with the SEC on April 17, 2026, in recognition of his contributions to TopBuild and in consideration of his ongoing restrictive covenants and other post-employment obligations, on June 30, 2026, the Compensation Committee of TopBuild’s board of directors approved a cash payment to Mr. Viselli in the amount of $894,539, less applicable taxes and withholdings
The Compensation Committee approved a cash payment of $894,539 (less taxes and withholdings) to retiring CFO Joseph M. Viselli on June 30, 2026. The payment recognizes his contributions and is conditioned on his ongoing restrictive covenants and post-employment obligations. Payment will be made within 60 days following his last day of employment.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Pursuant to the Merger Agreement, at the Forward Merger Effective Time, as a result of the Forward Merger, the Certificate of Formation of TopBuild attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein became the Certificate of Formation of TopBuild, and the Limited Liability Company Agreement of TopBuild attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein became the Limited Liability Company Agreement of TopBuild.
TopBuild completed a merger that converted the company from a corporation to a limited liability company (LLC). The company adopted new governing documents — a Certificate of Formation and Limited Liability Company Agreement — effective July 1, 2026. This structural change typically follows an acquisition and may affect shareholder rights, governance, and tax treatment.
Added in current filing · verify on EDGAR →
On July 1, 2026, upon consummation of the Merger and in connection with the tender offers and consent solicitations (collectively, the “Tender Offers”) with respect to TopBuild’s 4.125% Senior Notes due 2032 (the “TopBuild 2032 Notes”) and 5.625% Senior Notes due 2034 (the “TopBuild 2034 Notes”) previously announced by QXO as further detailed in Titanium Merger Sub’s Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026 (the “Offer to Purchase”), Titanium Merger Sub purchased all of the TopBuild 2032 Notes and TopBuild 2034 Notes that were validly tendered and not validly withdrawn pursuant to the Tender Offers. In connection with the Tender Offers, 99.54% of the outstanding aggregate principal amount of the TopBuild 2032 Notes and 99.75% of the outstanding aggregate principal amount of the TopBuild 2034 Notes were purchased and cancelled, and the previously announced amendments to the indentures governing the TopBuild 2032 Notes and TopBuild 2034 Notes detailed in the Offer to Purchase became operative, on July 1, 2026.
The acquirer (Titanium Merger Sub) purchased and cancelled 99.54% of the 4.125% 2032 notes and 99.75% of the 5.625% 2034 notes through tender offers. The indentures governing these notes were amended as part of the transaction. This substantially eliminates two series of senior debt, reducing leverage and interest expense.
Added in current filing · verify on EDGAR →
In connection with the Merger, (i) on May 29, 2026, TopBuild issued to the holders of its 3.625% Senior Notes due 2029 (the “TopBuild 2029 Notes”) a notice of conditional redemption to redeem on July 1, 2026 all of the TopBuild 2029 Notes then outstanding at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date; (ii) on June 18, 2026, TopBuild issued to the holders of the TopBuild 2032 Notes a notice of conditional redemption to redeem on July 1, 2026 all of the TopBuild 2032 Notes that would remain outstanding immediately after consummation of the Tender Offers (the “Remaining TopBuild 2032 Notes”) at a redemption price equal to 101.125% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date; and (iii) on June 18, 2026, TopBuild issued to the holders of the TopBuild 2034 Notes a notice of conditional redemption to redeem on July 1, 2026 all of the TopBuild 2034 Notes that would remain outstanding immediately after consummation of the Tender Offers (the “Remaining TopBuild 2034 Notes” and, collectively with the TopBuild 2029 Notes and the Remaining TopBuild 2032 Notes, the “TopBuild Notes”) at a redemption price equal to 101.125% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date. The conditions to the redemptions of the TopBuild Notes have been satisfied and the TopBuild Notes were redeemed and cancelled on July 1, 2026.
TopBuild redeemed all outstanding 3.625% 2029 notes at par (100% of principal) and all remaining 2032 and 2034 notes not tendered at 101.125% of principal, plus accrued interest. Combined with the tender offers, this fully retired all three series of senior notes on July 1, 2026, eliminating the company's public debt obligations.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 5, 2026 · How we verify