QXO to Acquire TopBuild for $17 Billion to Build Products

Morgan Stanley & Co. LLC is advising QXO, Inc., along with Barclays and Wells Fargo Securities, while Paul, Weiss, Rifkind, Wharton & Garrison LLP is its legal counsel. TopBuild Corp. is advised by Goldman Sachs & Co. LLC and RBC Capital Markets, with Jones Day as legal counsel.

The boards have approved the deals for both companies, but they still need shareholder approval and other standard conditions to be met. It is expected to close in the third quarter of 2026.

TopBuild Corp. is the largest distributor and installer of insulation and related building products in North America. The deal will combine QXO, Inc.’s strengths in roofing, waterproofing, and lumber materials with TopBuild’s insulation expertise, creating a higher-margin business with more value-added services for customers.

The deal values each TopBuild share at $505, a premium over its recent prices. Shareholders can choose to receive $505 in cash or 20.2 shares of QXO stock, with about 45% paid in cash and 55% in stock. QXO may adjust the stock portion if more shareholders choose shares, and it will also add one TopBuild nominee to its board.

In 2025, TopBuild Corp. reported about $6.2 billion in sales and $1.14 billion in adjusted EBITDA. QXO, Inc. expects to deliver around $300 million in synergies by 2030, driven by cross-selling additional solutions and by improving costs through better procurement, logistics, and technology.

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Brad Jacobs, Chairman and Chief Executive Officer of QXO, said: “Over the past 11 months, we’ve built QXO into a market leader through more than $13 billion of acquisitions, closing on Beacon in 2025 and Kodiak earlier this month. TopBuild will be our most significant acquisition yet, making QXO the second largest publicly traded building products distributor in North America, with more than $18 billion of combined company revenue and more than $2 billion of combined company adjusted EBITDA.”

Jacobs continued, “The TopBuild transaction will also give us critical mass in the insulation sector and expand our exposure to large, complex projects like data centers, where scale matters. TopBuild has a deep bench of best-in-class operators, reflected in its industry-leading adjusted EBITDA margin of approximately 18%. We plan to replicate their best practices across QXO, including deploying their ‘special OPS’ teams to improve operational excellence and customer service continuously.”

Robert Buck, Chief Executive Officer of TopBuild, said: “We’re excited to join QXO and combine our leadership in insulation installation and specialty distribution with QXO’s scale, technology, and procurement capabilities. Together, we’ll enhance customer service, unlock meaningful cross selling opportunities, and drive continued growth and operating efficiency. I’m proud of our team’s track record, including a 10 year sales CAGR of 13%, and adjusted EPS CAGR of 31%. Thank you to the entire TopBuild team for delivering these exceptional results.”

About QXO

QXO, Inc. is the largest publicly traded distributor of roofing, waterproofing, and related products and the second largest distributor of lumber and building materials in North America. It is one of the fastest growing companies in the $800 billion building products distribution market. It aims to lead the industry with technology, strong customer service, and high returns for shareholders. The company is targeting $50 billion in annual revenue over the next decade through acquisitions and organic growth.

About TopBuild

TopBuild Corp., based in Daytona Beach, Florida, is the largest distributor and installer of insulation and related building products in North America. It serves residential, commercial, and industrial markets, offering insulation for walls, attics, floors and roofs, as well as products such as gutters, fireproofing, mechanical insulation and large scale roofing systems. The company operates over 450 locations across the United States and Canada.

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