📰 What This Document Is 📄

This filing consists of two massive legal documents: a Voting Agreement and an Agreement and Plan of Merger. In simple terms, these are the foundational contracts that formalize a complex, multi-step acquisition. They are not financial reports, but rather the blueprints for how the company will legally dissolve and be reborn under new ownership.

👉 Why it matters: This document confirms that the merger is not just an intention; it is a highly detailed, legally binding plan involving multiple parties (TopBuild, QXO, and two subsidiaries) over a two-stage process.

🏢 TopBuild Corp. and the Mergers 🤝

Before diving into the legal minutiae, it's important to understand the players and the ultimate goal. TopBuild Corp., the "Company," is undergoing a significant corporate transformation. The deal involves multiple entities: QXO, Inc. (the "Parent"), Titanium MergerCo, Inc. ("Titanium Merger Sub"), and Titanium MergerCo 2, LLC ("Forward Merger Sub").

👉 The Core Goal: The overall goal is for TopBuild to merge into a new structure under the ownership of the Parent. This merger is a two-step sequence: first, a Titanium Merger, followed immediately by a Forward Merger.

🔄 The Two-Step Merger Mechanics 🌉

The agreement details a carefully timed, two-part merger process. The first step, the Titanium Merger, sees TopBuild merge into the Titanium Merger Sub. The second step, the Forward Merger, sees the remaining entity merge into the Forward Merger Sub.

👉 The Timeline: The mergers will take place on the "Closing Date," which is set for the second business day after all conditions in the agreement are met or waived. The Titanium Merger Effective Time must precede the Forward Merger Effective Time.

• The Titanium Merger: TopBuild merges into Titanium Merger Sub. The Company will be the Titanium Surviving Corporation.
• The Forward Merger: The Titanium Surviving Corporation then merges into Forward Merger Sub. The Forward Merger Sub will be the final surviving company.

💰 Shareholder Consideration (How You Get Paid) 💸

This section is the most critical for shareholders, as it outlines what they receive for their current holdings. The deal offers two choices for common shareholders: receiving stock or receiving cash.

👉 The Key Numbers: For every Company Share outstanding prior to the Titanium Merger Effective Time, shareholders have the right to choose between two options:

1. Stock Consideration: Receiving 20.200 validly issued, fully paid, and non-assessable Parent Shares.
2. Cash Consideration: Receiving an amount equal to $505.00 per share.

Election Rules: The agreement specifies how the total consideration is divided between stock and cash:

• A maximum of 45% of Company Shares can be converted into Cash Consideration.
• A maximum of 55% of Company Shares can be converted into Stock Consideration.

Fractional Shares: If a shareholder's full share count results in a fraction of a Parent Share, they will receive cash instead, based on the Parent Shares' closing price on the NYSE.

👑 Existing Company Shares and Equity Awards 📈

The merger dictates how all existing securities—including those earned through employee compensation—will be treated. This ensures employees understand their vested and unvested awards are preserved through the change of ownership.

👉 Handling Options: Any Company Option (under the A&R 2015 Plan) must be converted. The right to receive Parent Shares is calculated using the Option Conversion Amount, which is based on the difference between the $505.00 cash consideration and the original exercise price per Company Share, divided by $25.00.

👉 Handling Restricted Stock Awards (RSAs): RSAs (whether under the A&R 2015 Plan or otherwise) will be considered fully vested. Holders are entitled to receive the full Per Share Merger Consideration.

👉 Handling Restricted Stock Units (RSUs) and Performance Stock Units (PSUs): Both types of units are converted into new restricted stock units (Adjusted RSUs and Adjusted PSUs) related to Parent Shares. Critically, these awards' terms and conditions (including vesting timelines) are largely preserved, though the parent company must file an effective registration statement for the new shares.

📜 Stockholder Commitments and Voting Rights 🗳️

Because the merger is complex, the agreement requires specific commitments from current shareholders to ensure the transaction can pass regulatory hurdles and shareholder votes.

👉 Restrictions on Trading: Until the Termination Date, every shareholder agrees not to "Transfer" any of their Covered Shares. This prevents sudden sell-offs and ensures the shares are available for the planned vote.

👉 Mandatory Voting: Shareholders must vote their Covered Shares in favor of three key items at the Parent Stockholder meeting:

1. Adjourning the meeting (if needed).
2. Approving the Parent Share Issuance.
3. Approving any other action necessary for the Mergers to close.

⚠️ Legal Waivers and Liabilities 🛡️

The document contains several sections designed to protect the parties and expedite the transaction by waiving typical shareholder rights and limiting legal exposure.

👉 Waiver of Appraisal Rights: Every shareholder explicitly waives any right of "appraisal" or the right to dissent from the Mergers. This means shareholders cannot challenge the merger by demanding the company buy back their shares based on a legal valuation.

👉 Waiver of Jury Trial: Both the Company and the shareholders agree to waive any right to a trial by jury. This means that if a dispute arises, it must be resolved in a court in Delaware that handles business disputes, rather than a jury trial.

🚀 Interim Operations and Covenants 🌐

Mergers don't happen in a vacuum. The parties commit to maintaining normal operations and not making deals with competitors until the merger is finalized.

👉 Cooperation: The Parent, the Company, and the subsidiaries agree to cooperate and use their "reasonable best efforts" to ensure the Mergers can close. 👉 Non-Solicitation: The Company and Parent commit to non-solicitation clauses, meaning they cannot poach employees or customers from one another in the run-up to the merger.

📞 Key Information and Contacts ℹ️

This section contains the essential administrative details for the transaction, including where notices must be sent.

👉 Formal Notice Requirements: Any formal communications regarding this agreement must be sent in writing and delivered to specific addresses and emails. For example, notice to the Company must be sent to TopBuild Corp. at 475 North Williamson Boulevard., Daytona Beach, FL 32114.

🧠 The Analogy — 🏫

Think of the current company, TopBuild, like an old house that needs major renovations and a change of ownership. The merger isn't just selling the house; it's tearing it down and rebuilding it into a brand-new mansion owned by a new family (the Parent).

The legal documents are the construction contract. They specify exactly: (1) which foundation pieces remain (the surviving corporate structure), (2) how every resident (shareholder) will be compensated (stock vs. cash), and (3) the precise schedule of demolition and rebuilding (the two-step merger process).

🧩 Final Takeaway —

This is a complex, two-stage corporate restructuring where existing shareholders will receive the value of their holdings through a choice between cash consideration ($505.00 per share) and Parent Shares. The key takeaway is the legally binding commitment to the merger, reinforced by mandatory shareholder votes and waiving of rights like appraisal rights.