Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events | |
| Subsequent Events | 14. SUBSEQUENT EVENTS On April 1, 2026, we acquired the assets of the commercial roofing business Johnson Roofing, which will build on our commercial roofing platform and enhance our presence in the Texas, Oklahoma and Louisiana markets. The purchase price of approximately $25.0 million was funded by cash on hand. This acquisition will be accounted for as a business combination under ASC 805, “Business Combinations.” On May 4, 2026, we acquired the assets of Claremont, a leader in industrial insulation distribution and custom fabrication, which will enhance our presence in the Northeast and mid-Atlantic markets. The purchase price of approximately $30.0 million was funded by cash on hand. This acquisition will be accounted for as a business combination under ASC 805, “Business Combinations.” Merger Agreement On April 18, 2026, TopBuild entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with QXO, Inc., a Delaware corporation, and certain wholly owned subsidiaries of QXO. Under the terms of the Merger Agreement, at the effective time of the merger, each share of issued and outstanding common stock of TopBuild (subject to certain exceptions and elections) will be converted into the right to receive one of the following forms of consideration, subject to proration as described in the Merger Agreement: (i) an amount in cash equal to $505.00 or (ii) 20.200 shares of common stock of QXO (the “QXO Transaction”). The QXO Transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including, among other things, (i) approval by of TopBuild’s and QXO’s stockholders, and (ii) the expiration or termination of any applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and other specified regulatory clearances. |