QXO to Acquire TopBuild for Approximately $17 Billion

"Jones Day advised TopBuild Corporation on its agreed acquisition by QXO, Inc. for approximately $17 billion. TopBuild shareholders may elect $505 in cash or 20.2 shares of QXO common stock per TopBuild share, with overall consideration structured at roughly 45% cash and 55% stock. The transaction was unanimously approved by both boards and is expected to close in Q3 2026."

Jones Day advised TopBuild Corporation in connection with its agreed acquisition by QXO, Inc. (NYSE: QXO). Under the terms of the agreement, QXO will acquire TopBuild for approximately $17 billion. 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. The total transaction consideration is structured to be approximately 45% in cash and 55% in QXO common stock, with the maximum aggregate cash proceeds capped at 45% of the transaction consideration. QXO may increase the maximum stock consideration if TopBuild stockholders elect to receive more than 55% of the consideration in shares. The agreement further provides that QXO will expand its board of directors to include one nominee from TopBuild. The transaction has been unanimously approved by the boards of directors of both companies and remains subject to customary closing conditions, including approval by the shareholders of both TopBuild and QXO. The acquisition is expected to close in the third quarter of 2026. Jones Day represented client(s) TopBuild Corporation with a team composed by: Benjamin L. Stulberg; Robert A. Profusek

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QXO to Acquire TopBuild for Approximately $17 Billion

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QXO to Acquire TopBuild for Approximately $17 Billion

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