What QXO’s $17 Billion Acquisition of TopBuild Means for the Insulation Industry
GREENWICH, CONNECTICUT and DAYTONA BEACH, FLORIDA — April 20, 2026 — QXO, Inc. (NYSE: QXO) today announced that it has entered into a definitive agreement to acquire TopBuild Corp. (NYSE: BLD) (“TopBuild”) 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.
TopBuild is the largest distributor and installer of insulation and related building products in North America. The combination will bring together QXO’s leading positions in roofing, waterproofing, lumber-related building materials, and associated products with TopBuild’s insulation capabilities, creating a higher-margin business with expansive value-added offerings for customers.
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 (“Kodiak”), a leading distributor of lumber, trusses, and other building materials, for approximately $2.25 billion. 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:
• #1 in insulation
• #2 in roofing
• #1 in waterproofing
• #1 or #2 in the lumber and building materials sector, in key geographies served
Brad Jacobs, Chairman and Chief Executive Officer of QXO, said: “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. 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 continued, “The TopBuild transaction will also give us critical mass in the insulation sector and expand our exposure to large, complex projects like data centers, where scale matters. TopBuild has a deep bench of best-in-class operators, reflected in its industry-leading adjusted EBITDA margin of approximately 18%. We plan to replicate their best practices across QXO, including deploying their ‘special OPS’ teams to continuously improve operational excellence and customer service.”
Robert Buck, Chief Executive Officer of TopBuild, said: “We’re excited to join QXO and combine our leadership in insulation installation and specialty distribution with QXO’s scale, technology, and procurement capabilities. Together, we’ll enhance customer service, unlock meaningful cross-selling opportunities, and drive continued growth and operating efficiency. I’m proud of our team’s track record, including a 10-year sales CAGR of 13% and adjusted EPS CAGR of 31%. Thank you to the entire TopBuild team for delivering these exceptional results.”
Following the acquisition of TopBuild, QXO will have approximately 28,000 employees, 1,150 locations across all 50 U.S. states and seven Canadian provinces, and a fleet size of more than 10,000 vehicles.
Proposed Transaction
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.
In 2025, TopBuild generated approximately $6.2 billion of net sales and approximately $1.14 billion of adjusted EBITDA, in each case adjusted to reflect the full year contribution of acquisitions completed throughout the year. QXO expects to realize approximately $300 million of synergies from the integration of TopBuild by 2030, including revenue synergies from cross-selling an expanded range of integrated solutions, as well as cost synergies from scaled procurement, network optimization, logistics efficiencies, inventory management improvements, and world-class technology.
The purchase price of approximately $17 billion represents 14.9 times TopBuild’s 2025 adjusted EBITDA before the impact of expected synergies, and 11.8 times TopBuild’s 2025 adjusted EBITDA after the impact of expected synergies—in both cases adjusted EBITDA reflects the full-year contribution of acquisitions completed throughout 2025.
TopBuild’s management has guided to $9 billion to $10 billion in annual revenue and $1.7 billion to $2.0 billion in annual adjusted EBITDA by 2030, driven by a combination of organic growth and accretive M&A across a $90+ billion addressable market. Additionally, TopBuild management has guided to cumulative free cash flow of $4.2 billion to $5.0 billion from 2026 to 2030. TopBuild’s free cash flow conversion (free cash flow divided by adjusted EBITDA) has consistently been in the 60% to 70% range.
Advisors
Morgan Stanley & Co. LLC is acting as lead financial advisor to QXO, and 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. Goldman Sachs & Co. LLC and RBC Capital Markets are serving as financial advisors to TopBuild, and Jones Day is acting as legal counsel to TopBuild.
About QXO
QXO, Inc. (NYSE: QXO) is the largest publicly traded distributor of roofing, waterproofing, and related products and the second largest publicly traded distributor of lumber and building materials in North America. QXO is the fastest growing company in the $800 billion building products distribution industry and plans to become the tech-enabled leader by delivering best-in-class customer satisfaction and outsized returns for its shareholders. The company is targeting $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth.
About TopBuild
TopBuild Corp., headquartered in Daytona Beach, Florida, is the largest distributor and installer of insulation and related building products in North America. The company provides installation and distribution services across residential, commercial, and industrial end markets, including insulation used in walls, attics, floors, and roofing assemblies; complementary products such as gutters, fireproofing, and mechanical insulation; and specialized roofing systems for large-scale buildings such as airports, stadiums, and warehouses. TopBuild operates more than 450 locations across the United States and Canada.
Published by Spray Foam Magazine
SprayFoam / Spray Foam Insulation
Disqus website name not provided.
