📜 What This Document Is 📧

This document is an internal employee email—filed publicly on Form 425—announcing a major strategic move: the agreement for TopBuild Corp. and QXO to merge. Since this is an internal memo, the primary purpose is to update employees and assure them about the company's future direction and size.

👉 What it means for readers is that the two companies are combining forces to create a much larger, technologically advanced force in the building products distribution sector, signaling a major shift in the market.

🏢 What The Company Does 🏗️

The filing establishes the core business of both TopBuild and QXO. TopBuild brings leadership in insulation installation and specialty distribution, while QXO specializes in roofing, waterproofing, and related products. Together, they are combining complementary physical distribution expertise with technology and procurement power.

• TopBuild Corp. brings expertise in insulation installation and specialty distribution.
• QXO is described as the largest publicly traded distributor of roofing, waterproofing, and related products in North America, and also the second largest publicly traded distributor of lumber and building materials.

👉 By combining these two strengths, the new company aims to maximize value-added offerings, making them a more holistic solution provider for construction clients.

🤝 The Strategic Merger Deal 🎯

The merger is designed to create powerful synergies that neither company could achieve alone. The goal is not just to be bigger, but to operate smarter and pursue higher-value markets.

• Primary Goal: To combine TopBuild’s leadership in insulation installation and specialty distribution with QXO’s scale, technology, and procurement capabilities.
• Core Benefits: This combination is expected to unlock new cross-selling opportunities, drive continued growth, and improve overall service delivery to customers.
• Market Focus: The combined scale is specifically highlighted as enabling the pursuit of large, complex projects, such as data centers, where the company's size and logistical capabilities are considered "increasingly critical."

👉 The focus on data centers shows the combined entity is looking beyond basic construction and into high-tech infrastructure buildouts, which require massive, reliable distribution networks.

💰 Combined Scale and Financial Size 📈

The financial projections for the combined company are significant, placing them among the top players in the North American market. The combined metrics provide a clear picture of the scale of the planned enterprise.

• Size: The combined company will become the second largest publicly traded building products distributor in North America.
• Revenue: The combined entity is projected to have more than $18 billion in combined revenue.
• Profitability: They anticipate generating $2 billion in adjusted EBITDA.

👉 Having a combined revenue base of over $18 billion elevates the company's profile substantially, making it a major market player with immense sourcing and distribution power.

🚀 The Power of QXO's History 🌐

The filing spends time detailing QXO's track record, establishing credibility and scale in the process. This background emphasizes that the merger is built on a foundation of massive, successful expansion.

• Founder Experience: QXO’s founder and CEO, Brad Jacobs, has a proven history of creating large, successful companies, including United Rentals and GXO Logistics.
• QXO's Growth: Since launching QXO in 2023, Brad Jacobs has significantly grown the company, achieving this market leadership through more than $13 billion of acquisitions over the past 11 months.

👉 This history reassures employees and investors that the company’s leadership knows how to execute large-scale, multi-billion dollar growth and integrations.

🗓️ Operational Timeline and Status ✅

The announcement clearly outlines the immediate operational status and the timeline for the integration. Maintaining stability in the interim is a key focus.

• Current Status: Until the deal closes, TopBuild and QXO remain separate, independent companies, meaning that "it is business as usual for all of us."
• Closing Date: The company expects to close the transaction in the third quarter of 2026.
• Integration: In the coming days and weeks, dedicated "integration planning teams" will be formed with leaders from both companies to ensure a smooth transition after the close.

👉 The commitment to "business as usual" until Q3 2026 minimizes immediate uncertainty for employees and signals organizational stability during the planning phase.

🎤 Leadership Messaging and Next Steps ✨

The filing provides direct communication details and highlights the shared vision between the leadership teams. This is key content for employees and stakeholders.

• Shared Vision: Robert Buck, President & CEO of TopBuild, noted that he and the QXO leadership team share a focus on "people and operational excellence."
• Executive Quote: Buck mentioned that QXO leadership was attracted to TopBuild's "depth of talent and expertise within our employee base – it is a large part of what attracted them to TopBuild in the first place."
• Communication Event: An important upcoming Town Hall will be held that afternoon at 2 PM EST. Brad Jacobs will attend and respond to questions, with a Zoom invitation forthcoming to company email addresses.
• Questions: Employees are asked to send any questions in advance to [*]** before the 2 PM call.

👉 These details provide a concrete path for the company to address internal questions, using the CEO's direct presence to maintain morale and transparency.

📞 Investor Relations and Contacts 📍

The filing includes boilerplate information regarding further inquiries, which is necessary for financial compliance and investor research.

• Inquiry Contacts: For any further information, stakeholders are advised to contact the investor relations department of either QXO or TopBuild.

🧠 The Analogy 🛋️

Think of this merger like two highly skilled, independent plumbing companies: one (TopBuild) is amazing at complex, high-end installation (like smart home plumbing), while the other (QXO) has the biggest warehouse full of every pipe and fixture imaginable. Merging means they don't just keep doing what they did before; they create a single giant company that has both the best installers and the deepest inventory, allowing them to take on massive, multi-story commercial projects that were previously too big for either one to handle alone.

🧩 Final Takeaway 🚀

TopBuild and QXO are merging to create a massive, technology-enabled building products distributor, creating the second largest entity in North America with over $18 billion in combined revenue. The deal is expected to close in Q3 2026, forming a powerful new force ready to tackle complex infrastructure projects like data centers.