QXO to acquire TopBuild for $17B in cash, stock transaction

QXO (QXO) announced that it has entered into a definitive agreement to acquire TopBuild (BLD) for approximately $17 billion, significantly expanding QXO’s scale and capabilities across the building products value chain. The transaction is expected to be immediately and substantially accretive to the company’s earnings. The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including approval by the shareholders of TopBuild and QXO. The acquisition is expected to close in the third quarter of 2026. On April 1, 2026, QXO completed its previously announced acquisition of Kodiak Building Partners, a leading distributor of lumber, trusses, and other building materials, for approximately $2.25 billion. The transaction values each TopBuild share at $505, representing a premium of 19.8% to TopBuild’s 60-day volume-weighted average price and 23.1% to TopBuild’s closing price on Friday, April 17, 2026. Under the terms of the agreement, TopBuild stockholders will have the right to elect to receive $505 in cash or 20.2 shares of QXO common stock for each TopBuild share held, subject to proration, on the condition that the total transaction consideration is paid as approximately 45% in cash and 55% in shares of QXO common stock. The maximum cash proceeds will be capped in aggregate at 45% of the transaction consideration. QXO may increase the maximum amount of stock consideration in the transaction if TopBuild stockholders elect to receive more than 55% of the consideration in shares of QXO common stock. Under the terms of the agreement, QXO will expand its board of directors to include one nominee from TopBuild.