Form 8-K

8-K — TopBuild Corp

Accession: 0001104659-26-073501

Filed: 2026-06-12

Period: 2026-06-11

CIK: 0001633931

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — bld-20260611x8k.htm (Primary)

EX-4.1 (bld-20260611xex4d1.htm)

EX-4.2 (bld-20260611xex4d2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bld-20260611x8k.htm · Sequence: 1

TopBuild Corp_June 11, 2026

0001633931false00016339312026-06-112026-06-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 11, 2026

TopBuild Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-36870

47-3096382

(State or other Jurisdiction of

(Commission

(IRS Employer

Incorporation)

File Number)

Identification No.)

475 North Williamson Boulevard

Daytona Beach, Florida

32114

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (386) 304-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

BLD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01Entry into a Material Definitive Agreement.

On June 11, 2026, TopBuild Corp., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into (i) the Third Supplemental Indenture (the “2032 Notes Supplemental Indenture”) to the Indenture, dated as of October 14, 2021 (as amended, supplemented or otherwise modified, the “2032 Notes Indenture”), among the Company, the guarantors party thereto and the Trustee, governing the Company’s 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) the First Supplemental Indenture (together with the 2032 Notes Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of September 25, 2025 (as amended, supplemented or otherwise modified and, together with the 2032 Notes Indenture, the “Indentures”), among the Company, the guarantors party thereto and the Trustee, governing the Company’s 5.625% Senior Notes due 2034 (the “2034 Notes” and, collectively with the 2032 Notes, the “Notes”). The Supplemental Indentures provide for amendments (the “Amendments”) to the respective Indentures and Notes that will (i) eliminate the requirement to make a “Change of Control Offer” (as defined in the applicable Indenture) for the related Notes in connection with the previously announced acquisition of the Company pursuant to the Agreement and Plan of Merger, dated as of April 18, 2026, among the Company, QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (the “Offeror”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO, and future transactions, (ii) eliminate substantially all of the restrictive covenants in the applicable Indenture and the Notes, (iii) eliminate certain conditions to legal defeasance and covenant defeasance in the applicable Indenture and the Notes and (iv) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the Notes.

The Supplemental Indentures were entered into following receipt of the consents to the adoption of the Amendments of the holders of at least a majority of the aggregate principal amount outstanding of the respective series of Notes, which consents were validly delivered and not validly revoked as of the withdrawal deadline of 5:00 p.m., New York City time, on June 11, 2026 in the Offeror’s previously announced tender offers and consent solicitations (the “Tender Offers and Consent Solicitations”). The terms and conditions of the Tender Offers and Consent Solicitations are described in the Offeror’s Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026, including any amendments, modifications or supplements thereto (the “Offer to Purchase”).

The Supplemental Indentures became effective immediately upon execution. However, the Amendments will not become operative unless and until the following conditions have been satisfied or otherwise waived, if applicable, by the Offeror or TopBuild (collectively, the “Conditions”): (i) the 2032 Notes and 2034 Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase by the Offeror in accordance with the terms of the Offer to Purchase, (ii) the Offeror will have delivered to The Depository Trust Company for the holders of the 2032 Notes and 2034 Notes the aggregate amount to be paid to such holders as Total Tender Offer Consideration or Tender Offer Consideration (each as defined in the Offer to Purchase), as applicable, upon the terms and subject to the conditions in the Offer to Purchase in respect of the 2032 Notes and 2034 Notes validly tendered and not validly withdrawn and consents validly delivered and not validly revoked thereunder, and the Offeror or TopBuild will have notified the Trustee in writing that such delivery has been made, which condition cannot be waived by the Offeror or TopBuild, and (iii) the other conditions to the Consent Solicitation set forth in the Offer to Purchase, including the Merger Condition (as defined in the Offer to Purchase), have been satisfied or waived, with the result that the Amendments will have no force or effect, and all terms and conditions as set forth in the applicable Indenture immediately prior to the execution of the Supplemental Indentures will continue to govern, in each case, unless and until all of the Conditions have been satisfied.

The foregoing descriptions of the Supplemental Indentures do not purport to be complete and are qualified in their entirety by reference to the full text of the Supplemental Indentures, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference into this Item 1.01.

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

4.1

Third Supplemental Indenture, dated as of June 11, 2026, by and between TopBuild Corp. and U.S. Bank Trust Company, National Association, to the Indenture, dated as of October 14, 2021, by and among TopBuild Corp., the guarantors party thereto and U.S. Bank National Association.

4.2

First Supplemental Indenture, dated as of June 11, 2026, by and between TopBuild Corp. and U.S. Bank Trust Company, National Association, to the Indenture, dated as of September 25, 2025, by and among TopBuild Corp., the guarantors party thereto and U.S. Bank Trust Company, National Association.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOPBUILD CORP.

By:

/s/ Luis F. Machado

Name:

Luis F. Machado

Title:

Vice President, General Counsel and

Corporate Secretary

Dated: June 12, 2026

EX-4.1

Filename: bld-20260611xex4d1.htm · Sequence: 2

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 11, 2026, among TOPBUILD CORP., a Delaware corporation (the “Issuer”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer, certain Guarantors and the Trustee have heretofore executed an indenture, dated as of October 14, 2021 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 4.125% Senior Notes due 2032 (the “Notes”), in the aggregate principal amount of $500,000,000;

WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Issuer and the Trustee may amend or supplement the Indenture, the Notes or the Guarantees with the consent of the Issuer and the holders (the “Holders”) of at least a majority in principal amount of the Notes then outstanding voting as a single class (the “Requisite Consents”), subject to certain exceptions;

WHEREAS, Titanium MergerCo, Inc., a Delaware corporation (the “Offeror”), a wholly owned subsidiary of QXO, Inc., a Delaware corporation, has offered to purchase for cash any and all of the outstanding Notes (the “Tender Offer”) and, in connection therewith, the Offeror has solicited consents (the “Consents”) from the Holders (the “Consent Solicitation”) to certain proposed amendments to the Indenture and the Notes, upon the terms and subject to the conditions set forth in the Offeror’s Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026, including any amendments, modifications or supplements thereto (the “Offer to Purchase and Consent Solicitation Statement”), which governs the Consent Solicitation;

WHEREAS, the Holders representing at least a majority in principal amount of the Notes then outstanding voting as a single class have validly delivered and not validly revoked their Consents to the adoption of all of the Amendments (as defined herein);

WHEREAS, having received the Requisite Consents pursuant to Section 9.02 of the Indenture, as evidenced by the Certificate of D.F. King & Co., Inc., as the information and tender agent in connection with the Tender Offer and the Consent Solicitation, provided to the Trustee and attached to the Officer’s Certificate delivered to the Trustee in connection with the execution and delivery of this Supplemental Indenture, the Issuer and the Trustee desire to amend the Indenture and the Notes;

WHEREAS, in accordance with the Indenture, the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel with respect to the execution and delivery of this Supplemental Indenture on the date hereof;

WHEREAS, the Issuer has complied with all conditions precedent provided for in the Indenture relating to the execution and delivery of this Supplemental Indenture; and

WHEREAS, the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1.Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.Effectiveness. This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Issuer and the Trustee. Notwithstanding the foregoing sentence, the Amendments set forth in Section 3 of this Supplemental Indenture shall become operative only upon the consummation of the Tender Offer and the Consent Solicitation, and at such time that the following conditions are satisfied or otherwise waived, if applicable, by the Offeror or the Issuer (collectively, the “Conditions”): (1) the Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase by the Offeror in accordance with the terms of the Offer to Purchase and Consent Solicitation Statement, (2) the Offeror shall have delivered to The Depository Trust Company for the Holders the aggregate amount to be paid to such Holders as Total Tender Offer Consideration or Tender Offer Consideration (each as defined in the Offer to Purchase and Consent Solicitation Statement), as applicable, upon the terms and subject to the conditions in the Offer to Purchase and Consent Solicitation Statement in respect of the Notes validly tendered and not validly withdrawn and Consents validly delivered and not validly revoked thereunder, and the Offeror or the Issuer shall have notified the Trustee in writing that such delivery has been made, which condition cannot be waived by the Offeror or the Issuer, and (3) the other conditions to the Consent Solicitation set forth in the Offer to Purchase and Consent Solicitation Statement, including the Merger Condition (as defined in the Offer to Purchase and Consent Solicitation Statement), have been satisfied or waived, with the result that the

Amendments shall have no force or effect, and all terms and conditions as set forth in the Indenture immediately prior to the execution of this Supplemental Indenture shall continue to govern, in each case, unless and until all of the Conditions have been satisfied or otherwise waived, if applicable, by the Offeror or the Issuer. The Issuer shall notify the Trustee promptly upon the occurrence of such closing and satisfaction or waiver, if applicable, of all Conditions or promptly after the Issuer shall determine that the satisfaction and/or waiver, as applicable, of such Conditions, or the closing, will not occur.

3.Amendments.The Indenture is hereby amended by deleting the following Sections, paragraphs and clauses of the Indenture in their entirety, except to the extent otherwise provided below, and such Sections, paragraphs and clauses shall be of no further force and effect, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text:

Section 4.02 (“Reports and Other Information”)

Section 4.04 (“Limitation on Restricted Payments”)

Section 4.05 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”)

Section 4.06 (“Asset Sales”)

Section 4.07 (“Transactions with Affiliates”)

Section 4.08 (“Change of Control Repurchase Event”)

Section 4.09 (“Compliance Certificate”)

Section 4.11 (“Future Guarantors”)

Section 4.12 (“Liens”)

Section 4.14 (“Existence”)

Section 4.15 (“Covenant Termination”)

Section 6.01 (“Events of Default”) – deleting paragraphs (c), (d), (e), (f), (g), (h) and (i)

Section 8.02 (“Conditions to Defeasance”) – deleting clauses (a)(iii), (a)(iv), (a)(v) and (a)(vii)

In addition to deleting the Sections, paragraphs and clauses listed above, references thereto in their entirety are hereby deleted from the Indenture, as well as the defined terms and other references related to such Sections, paragraphs and clauses, that are made irrelevant as a result of their deletion.

The Indenture is hereby also amended to remove the operation of Article 5 (“Successor Issuer”) for the benefit of the Holders.

The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture. The amendments to the Indenture and the Notes set forth in this Section 3 are referred to, collectively, herein as the “Amendments.”

4.Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5.Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6.Trustee Makes No Representation. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer, by action or otherwise, (iii) the due execution hereof by the Issuer or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

7.Successors. All agreements of the Issuer and the Trustee in this Supplemental Indenture shall bind their respective successors.

8.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

9.Severability. In case any one or more of the provisions of this Supplemental Indenture shall be held invalid, illegal or unenforceable in any respect or for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

10.Effect of Headings. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

TOPBUILD CORP.

as the Issuer

By:

/s/ Colin Fox

Name:

Colin Fox

Title:

Vice President and Treasurer

[Signature Page to the Third Supplemental Indenture – 4.125% Senior Notes due 2032]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee

By:

/s/ Gregory M. Jackson

Name:

Gregory M. Jackson

Title:

Vice President

[Signature Page to the Third Supplemental Indenture – 4.125% Senior Notes due 2032]

EX-4.2

Filename: bld-20260611xex4d2.htm · Sequence: 3

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 11, 2026, among TOPBUILD CORP., a Delaware corporation (the “Issuer”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer, certain Guarantors and the Trustee have heretofore executed an indenture, dated as of September 25, 2025 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 5.625% Senior Notes due 2034 (the “Notes”), in the aggregate principal amount of $750,000,000;

WHEREAS, the Issuer has complied with all conditions precedent provided for in the Indenture relating to the execution and delivery of this Supplemental Indenture; and

Section 4.02 (“Reports and Other Information”)

Section 4.06 (“Asset Sales”)

Section 4.07 (“Transactions with Affiliates”)

Section 4.08 (“Change of Control Repurchase Event”)

Section 4.09 (“Compliance Certificate”)

Section 4.11 (“Future Guarantors”)

Section 4.12 (“Liens”)

Section 4.14 (“Existence”)

Section 4.15 (“Covenant Termination”)

Section 6.01 (“Events of Default”) – deleting paragraphs (c), (d), (e), (f), (g), (h) and (i)

Section 8.02 (“Conditions to Defeasance”) – deleting clauses (a)(iii), (a)(iv), (a)(v) and (a)(vii)

The Indenture is hereby also amended to remove the operation of Article 5 (“Successor Issuer”) for the benefit of the Holders.

7.Successors. All agreements of the Issuer and the Trustee in this Supplemental Indenture shall bind their respective successors.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

TOPBUILD CORP.

as the Issuer

By:

/s/ Colin Fox

Name:

Colin Fox

Title:

Vice President and Treasurer

[Signature Page to the First Supplemental Indenture – 5.625% Senior Notes due 2034]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee

By:

/s/ Gregory M. Jackson

Name:

Gregory M. Jackson

Title:

Vice President

[Signature Page to the First Supplemental Indenture – 5.625% Senior Notes due 2034]

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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