Key Takeaways
- • QXO has agreed to acquire TopBuild Corp. for approximately $17 billion in an all-stock and cash transaction, creating the second-largest publicly traded building products distributor in North America with combined revenue exceeding $18 billion and adjusted EBITDA of more than $2 billion.
- • TopBuild shareholders may elect to receive either $505 in cash or 20.2 shares of QXO common stock per share held, subject to proration ensuring approximately 45% cash and 55% stock consideration; the offer represents a 19.8% premium to TopBuild's 60-day volume-weighted average price.
- • The transaction is expected to close in Q3 2026, pending customary closing conditions and shareholder approval; QXO projects approximately $300 million in synergies by 2030 and expects the deal to be immediately and substantially accretive to earnings.
- • The combined entity will operate 1,150 locations across the U.S. and Canada with approximately 28,000 employees and a fleet exceeding 10,000 vehicles, positioned in an addressable market valued at more than $300 billion.
- • TopBuild generated $6.2 billion in net sales and approximately $1.14 billion in adjusted EBITDA in 2025; the acquisition follows QXO's April 2026 completion of its $2.25 billion acquisition of Kodiak Building Partners.
Summary
QXO, Inc. announced on April 19, 2026, that it has entered into a definitive agreement to acquire TopBuild Corp. for approximately $17 billion, establishing a dominant player in North American building products distribution. Both companies' boards of directors have unanimously approved the transaction, which integrates QXO's established positions in roofing, waterproofing, and lumber-related building materials with TopBuild's comprehensive insulation and related product capabilities, creating a combined enterprise with enhanced scale and higher-margin value-added offerings.
Under the acquisition agreement, TopBuild shareholders have the right to elect consideration on a per-share basis of either $505 in cash or 20.2 shares of QXO common stock. The consideration structure is subject to proration to ensure the aggregate transaction value comprises approximately 45% cash and 55% QXO stock. The offer reflects a 19.8% premium to TopBuild's 60-day volume-weighted average price and a 23.1% premium to its April 17 closing price, according to company disclosures.
TopBuild, headquartered in Daytona Beach, Florida, operates more than 450 locations across the United States and Canada and generated $6.2 billion in net sales during 2025, with approximately $1.14 billion in adjusted EBITDA. The company functions as the largest distributor and installer of insulation and related building products in North America, serving residential, commercial, and industrial markets with products including insulation for walls, attics, floors, and roofing assemblies, as well as gutters, fireproofing materials, and mechanical insulation.
Following completion of the transaction, the combined company is expected to have approximately 28,000 employees, 1,150 locations across North America, and a fleet exceeding 10,000 vehicles, positioned to compete in an addressable market of more than $300 billion. QXO projects approximately $300 million in run-rate synergies by 2030 and anticipates the acquisition will be immediately and substantially accretive to earnings. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including approval by shareholders of both TopBuild and QXO. This acquisition follows QXO's April 2026 completion of its $2.25 billion acquisition of Kodiak Building Partners, demonstrating accelerated consolidation activity within the building products distribution sector.
Under the acquisition agreement, TopBuild shareholders have the right to elect consideration on a per-share basis of either $505 in cash or 20.2 shares of QXO common stock. The consideration structure is subject to proration to ensure the aggregate transaction value comprises approximately 45% cash and 55% QXO stock. The offer reflects a 19.8% premium to TopBuild's 60-day volume-weighted average price and a 23.1% premium to its April 17 closing price, according to company disclosures.
TopBuild, headquartered in Daytona Beach, Florida, operates more than 450 locations across the United States and Canada and generated $6.2 billion in net sales during 2025, with approximately $1.14 billion in adjusted EBITDA. The company functions as the largest distributor and installer of insulation and related building products in North America, serving residential, commercial, and industrial markets with products including insulation for walls, attics, floors, and roofing assemblies, as well as gutters, fireproofing materials, and mechanical insulation.
Following completion of the transaction, the combined company is expected to have approximately 28,000 employees, 1,150 locations across North America, and a fleet exceeding 10,000 vehicles, positioned to compete in an addressable market of more than $300 billion. QXO projects approximately $300 million in run-rate synergies by 2030 and anticipates the acquisition will be immediately and substantially accretive to earnings. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including approval by shareholders of both TopBuild and QXO. This acquisition follows QXO's April 2026 completion of its $2.25 billion acquisition of Kodiak Building Partners, demonstrating accelerated consolidation activity within the building products distribution sector.
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