BLD TopBuild Corp
Price Chart
Executive Summary
TopBuild Corp. (BLD) filed a definitive merger proxy (DEFM14A) for its $17 billion acquisition by QXO, Inc. Stockholders will vote on June 29, 2026, to adopt the merger agreement. Each TopBuild share will convert into either $505.00 cash or 20.200 QXO shares (subject to proration: max 45% cash, 55% stock). The TopBuild board unanimously recommends approval; QXO's obligation is not subject to financing. The deal is expected to close in Q3 2026, pending stockholder votes, antitrust clearance (HSR waiting period expired May 26, 2026; Canadian no-action letter received May 28, 2026), and other customary conditions.
Key Financial Metrics
Actionable Insight
The deal is fully financed and on track for Q3 2026 close. The spread between BLD's current price and the $505 cash consideration reflects remaining regulatory and vote risk. Monitor for any competing bids or regulatory challenges; the HSR clearance and Canadian no-action letter reduce antitrust risk. TopBuild stockholders should vote FOR or seek appraisal if they believe fair value exceeds $505.
Key Facts
- TopBuild stockholders to vote on merger with QXO on June 29, 2026.
- Each TopBuild share elects $505.00 cash or 20.200 QXO shares; no-election shares default to stock.
- Cash capped at 45% of outstanding shares; stock capped at 55% (QXO may increase stock cap).
- TopBuild board unanimously recommends FOR the merger; QXO board unanimously recommends FOR share issuance.
- Jacobs Private Equity II, LLC (19.1% voting power) has agreed to vote QXO shares in favor.
- HSR waiting period expired May 26, 2026; Canadian no-action letter received May 28, 2026.
- TopBuild stockholders have appraisal rights under Delaware law.
- Termination fee of $600 million payable by either party under certain conditions.
- QXO's obligation is NOT subject to financing condition.
- TopBuild shares will be delisted from NYSE upon deal close.
Financial Impact
Total enterprise value of $17 billion; per-share consideration of $505 cash or 20.200 QXO shares (implied value ~$505 at current QXO price).
Risk Factors
- Stockholder vote failure (TopBuild requires majority of outstanding shares; QXO requires majority of votes cast).
- Regulatory challenges despite HSR and Canadian clearance; state or private antitrust actions possible.
- QXO stock price decline could reduce value of stock consideration for electing holders.
- Proration mechanics may result in holders receiving a mix of cash and stock different from their election.
- Litigation challenging the merger could delay or block closing.
Market Snapshot
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001104659-26-068303 |
| Document: tm2612250-7_defm14a.htm | 0001104659-26-068303 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 11, 2026
3d ago
|
Institutional Cluster
| $393.59 awaiting T+5 | awaiting T+5 | — | $411.08 (+4.44%) |
|
Jun 5, 2026
9d ago
|
ANALYST-DOWNGRADE
| $438.93 $408.84 | ▲ +6.86% | ▲ +8.03% | $411.08 (+6.34%) |
|
Jun 5, 2026
9d ago
|
ANALYST-DOWNGRADE
| $438.93 $408.84 | ▲ +6.86% | ▲ +8.03% | $411.08 (+6.34%) |
|
Jun 4, 2026
10d ago
|
425
| $405.25 awaiting T+5 | awaiting T+5 | — | $411.08 (+1.44%) |
|
Jun 4, 2026
10d ago
|
8-K
| $405.25 awaiting T+5 | awaiting T+5 | — | $411.08 (+1.44%) |
|
May 29, 2026
16d ago
|
DEFM14A
| $412.19 $401.82 | ▼ −2.52% | ▲ +0.23% | $411.08 (−0.27%) |
|
May 21, 2026
24d ago
|
ANALYST-DOWNGRADE
| $469.92 $435.15 | ▼ −7.40% | ▼ −8.48% | $411.08 (−12.52%) |
|
May 16, 2026
29d ago
|
ANALYST-UPGRADE
| $404.33 $443.31 | ▲ +9.64% | ▲ +7.72% | $411.08 (+1.67%) |
|
May 11, 2026
4w ago
|
425
| $424.63 $406.29 | ▼ −4.32% | ▼ −4.23% | $411.08 (−3.19%) |
|
May 6, 2026
5w ago
|
ANALYST-DOWNGRADE
| $438.93 $416.79 | ▲ +5.04% | ▲ +6.17% | $411.08 (+6.34%) |
US Market Status
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