QXO has signed a definitive agreement for a $17 billion acquisition of TopBuild, a distributor for insulation and related building products, the companies announced.
TopBuild is headquartered in Daytona Beach, Florida. It provides installation and distribution services across the residential, commercial and industrial markets. That includes insulation used in walls, attics, floors and roofing assemblies. TopBuild also distributes products such as gutters, fireproofing materials and mechanical insulation.
It operates more than 450 locations across the U.S. and Canada. TopBuild generated about $6.2 billion in net sales in 2025.
QXO said the acquisition “significantly” expands its “scale and capabilities across the building products value chain.” It said it expects the transaction to “be immediately and substantially accretive to the company’s earnings.” Both companies’ boards of directors unanimously approved the deal, which is subject to customary closing conditions that include approval from shareholders at both TopBuild and QXO.
QXO is a distributor for roofing, waterproofing and related products and is publicly traded. It also distributes lumber and building materials. Around the same time in 2025, QXO completed its $11 billion acquisition of Beacon Roofing Supply.
Since then, QXO has:
At the beginning of April 2026, QXO announced that it completed its acquisition of Kodiak Building Partners for about $2.25 billion. The companies first announced that deal in February. That followed QXO lining up about $3 billion in January to pursue acquisitions.
Impact of the QXO acquisition of TopBuild
“Upon completion of the TopBuild transaction, QXO will operate in an addressable market of more than $300 billion and hold leadership positions in key building product verticals in North America,” according to the announcement.
Additionally, the announcement said upon completing the TopBuild acquisition, QXO would be No. 1 in insulation and waterproofing and No. 2 in roofing in North America. For the lumber and materials sector, QXO would be either No. 1 or No. 2 depending on the part of North America.
“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,” said Brad Jacobs, QXO CEO, in the announcement. “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 added that the transaction will give QXO “critical mass in the insulation sector and expand our exposure to large, complex projects like data centers, where scale matters.” He said TopBuild has a “deep bench” of top-tier operators. QXO plans to replicate TopBuild’s best practices, he added.
Robert Buck, CEO of TopBuild, said his company is “excited to join QXO” and combine leadership. He said that together, QXO and TopBuild will “unlock meaningful cross-selling opportunities, and drive continued growth and operating efficiency.”
If the acquisition closes, the companies expect that QXO will have about 28,000 employees. QXO would also have 1,150 locations across each of the United States and seven provinces in Canada.
Proposed terms for QXO to acquire TopBuild
“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,” according to the announcement.
Under 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. That election is subject to proration on the condition that QXO pays the total transaction consideration as approximately 45% in cash and 55% in shares of QXO common stock.
QXO would cap its maximum cash proceeds in aggregate at 45% of the transaction consideration. It said it may increase the maximum amount of stock consideration of that’s what TopBuild shareholders choose.
The agreement would also see QXO expand its board of directors to include a nominee from TopBuild.
Morgan Stanley & Co. LLC is acting as lead financial advisor to QXO. Barclays and Wells Fargo Securities are acting as additional financial advisors to QXO. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to QXO.
LLC and RBC Capital Markets are serving as financial advisors to TopBuild. Jones Day is acting as legal counsel to TopBuild.
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