TopBuild Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2026-07-01: Form 8-K; Period of report 2026-07-01; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2026-06-29: Form 8-K; Period of report 2026-06-29; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure.
- 2026-06-22: Form 8-K; Period of report 2026-06-22; Description 8.01 Other Events; Details 8.01.
- 2026-06-16: Form 8-K; Period of report 2026-06-15; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2026-07-01 | 8-K | 2026-07-01 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 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”). 2.01 On July 1, 2026, QXO completed the previously announced acquisition of TopBuild (the “TopBuild Acquisition”), pursuant to the Merger Agreement. 2.03 The descriptions contained under Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 2.03. 3.01 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference. 3.03 The information provided in the Introductory Note, Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. 5.01 The information provided in the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. 5.02 The information provided in the Introductory Note and Items 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference. 5.03 The information set forth in the Introductory Note and under Item 2.01 of this Current Report is incorporated by reference into this Item 5.03. 8.01 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. | tm2618991d10_8k.htm |
| 2026-06-29 | 8-K | 2026-06-29 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | bld-20260629x8k.htm | |
| 2026-06-22 | 8-K | 2026-06-22 | 8.01 Other Events | 8.01 As previously disclosed, on April 18, 2026, TopBuild Corp., a Delaware corporation (“TopBuild”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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, among other things, and subject to the satisfaction or waiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will be merged with and into TopBuild (the “Titanium Merger”), with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO and (ii) immediately thereafter, TopBuild will be merged with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Mergers”), with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO. | bld-20260622x8k.htm |
| 2026-06-16 | 8-K | 2026-06-15 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | bld-20260615x8k.htm | |
| 2026-06-12 | 8-K | 2026-06-11 | 1.01 Entry into a Material Definitive Agreement | bld-20260611x8k.htm | |
| 2026-06-04 | 8-K | 2026-06-04 | 8.01 Other Events | 8.01 On June 4, 2026, TopBuild Corp. (“TopBuild”) and QXO, Inc. (“QXO”) issued a joint press release (the “Joint Press Release”) announcing that the deadline for TopBuild stockholders of record to elect the form of consideration that they wish to receive in connection with the acquisition of TopBuild by QXO is 5:00 p.m., Eastern Time on June 29, 2026. | bld-20260604x8k.htm |
| 2026-05-29 | 8-K | 2026-05-29 | 8.01 Other Events | 8.01 On May 29, 2026, TopBuild Corp., a Delaware corporation (“TopBuild”), elected to exercise its optional redemption right to redeem the entire outstanding $400 million aggregate principal amount of its 3.625% Senior Notes due 2029 (the “Notes”), subject to the Approval Condition (as defined below), and instructed U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee under the indenture governing the Notes, to issue a conditional notice of redemption (the “Redemption Notice”) to registered holders of the Notes. | bld-20260529x8k.htm |
| 2026-05-05 | 8-K | 2026-05-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 5, 2026, TopBuild Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter ended March 31, 2026 (the “Press Release”). 7.01 On May 5, 2026, the Company issued the Press Release. | bld-20260505x8k.htm |
| 2026-04-28 | 8-K | 2026-04-28 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, TopBuild Corp., a Delaware corporation (the “Company”), plans to release its first quarter 2026 results prior to 7:00 a.m. | bld-20260428x8k.htm |
| 2026-04-27 | 8-K | 2026-04-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On April 27, 2026, TopBuild Corp. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). | bld-20260427x8k.htm |
| 2026-04-20 | 8-K | 2026-04-18 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | bld-20260418x8k.htm | |
| 2026-04-17 | 8-K | 2026-04-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 17, 2026, Joseph M. Viselli notified TopBuild Corp. (the “Company”) of his intention to retire from the Company as Vice President and Chief Growth Officer, effective June 30, 2026. | bld-20260417x8k.htm |
| 2026-04-02 | 8-K | 2026-04-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 1, 2026, TopBuild Corp. (the “Company”) promoted John Achille, its Vice President and Chief Operating Officer, to President and Chief Operating Officer effective immediately. | bld-20260402x8k.htm |
| 2026-02-26 | 8-K | 2026-02-26 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 26, 2026, TopBuild Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the quarter and year ended December 31, 2025 (the “Press Release”). 7.01 On February 26, 2026, the Company issued the Press Release. | bld-20260226x8k.htm |