📜 What This Document Is 🗞️

This filing is an incredibly detailed set of legal exhibits included in an 8-K filing, essentially outlining the complete terms for a multi-step merger. Think of this as the official blueprint for a corporate wedding—it dictates every single rule, timeline, and piece of property exchange.

It combines two documents: the Voting Agreement (Exhibit 10.1) and the Agreement and Plan of Merger (Exhibit 2.1). These agreements, dated April 18, 2026, set the rules for merging TopBuild Corp. (the "Company") into a corporate structure involving QXO, Inc. (the "Parent") and two subsidiaries (Titanium Merger Sub and Forward Merger Sub).

👉 Why this matters: You are not reading an update on daily operations; you are reading the complex, binding legal contract that will legally dissolve TopBuild and integrate it into the QXO corporate family.

🏢 What The Companies Are Doing 🛠️

In simple terms, this document describes a two-part corporate absorption plan designed to integrate the operations of TopBuild Corp. into a larger structure led by QXO, Inc. and its subsidiaries.

• The Parent Company: QXO, Inc. is the central entity overseeing the deal.
• The Target Company: TopBuild Corp. is the company that is merging (the "Company").
• The Process: The Mergers are structured sequentially:
  1. The Titanium Merger: TopBuild Corp. merges into Titanium Merger Sub (a subsidiary of QXO). TopBuild's original corporate existence ceases, but the merged entity becomes the Titanium Surviving Corporation.
  2. The Forward Merger: Immediately after the Titanium Merger, the Titanium Surviving Corporation then merges into Forward Merger Sub (another wholly owned subsidiary of QXO). Forward Merger Sub becomes the final surviving company.

👉 Why this matters: The merger process is designed to eliminate TopBuild's standalone corporate identity, folding it into QXO's network of subsidiaries to complete the transaction.

🤝 Key Agreements and Roles 📝

The merger relies on two main agreements: the Voting Agreement (Signed between the Company and its Stockholders) and the full Agreement and Plan of Merger.

The Voting Agreement (Exhibit 10.1) requires all stockholders to agree to vote their shares in favor of the key actions, including approving the Parent Share Issuance and any matters necessary for the completion of the Mergers.

• Stockholder Obligations: Each signatory ("Stockholder") agrees not to transfer their "Covered Shares" until the Termination Date and promises to vote them according to the merger plan.
• Stakeholders: Notably, the document names Brad Jacobs (Managing Member of Jacobs Private Equity II, LLC) and Luis Machado (Vice President, General Counsel and Corporate Secretary of TopBuild Corp.) as key signing parties.
• Binding Nature: These agreements are highly detailed legal commitments that govern shareholder behavior until the Mergers are complete.

💰 How Share Ownership Changes 💵

The most critical part of the merger plan is determining what happens to current shares of TopBuild Corp. (the "Company Shares") when they cease to exist. The plans outline complex conversion rules that give shareholders two choices.

Conversion Options:

• Stock Consideration: The shareholder can elect to receive 20.200 validly issued, fully paid, and non-assessable Parent Shares (QXO shares) for every Company Share.
• Cash Consideration: The alternative is to receive a fixed cash amount of $505.00 for every Company Share.

Share Election Mechanics:

• Election Choice: Each shareholder must actively elect whether they receive the Stock Consideration or the Cash Consideration.
• Allocation: The plan restricts the amount of shares that can convert to cash to forty-five percent (45%) of the total shares, while the remaining fifty-five percent (55%) are allocated to stock.
• Proration: The agreements include complex "proration" rules. If too many shareholders elect the Cash Consideration (oversubscription), the shares must be proportionally converted to a mix of cash and stock.

👉 Why this matters: This detailed mechanism protects the cash flow and the value of the shares, ensuring that the value received by shareholders is calculated and distributed precisely, even if the election is oversubscribed.

💹 Treatment of Company Equity Awards 💎

The merger plan also meticulously handles various forms of company-issued stock, ensuring that the value of past employee incentives is preserved across the corporate transition.

• Options (Company Options): Any outstanding option to purchase Company Shares converts into a right to receive Parent Shares. The amount is calculated using the "Option Conversion Amount," which is based on the difference between $505.00 and the original exercise price, divided by $25.00.
• Restricted Stock Awards (Company Restricted Stock Awards): Awards that are subject to vesting conditions are treated as fully vested, meaning holders are entitled to receive the full Per Share Merger Consideration (either cash or stock).
• RSU/PSU Awards (RSU/PSU): These awards are converted into new restricted stock units (Adjusted RSUs/PSUs) related to Parent Shares. The value calculation depends on the product of the number of Company Shares and the Stock Consideration.

👉 Why this matters: This section provides certainty for employees and executives, confirming that their incentive compensation does not vanish due to the merger, but instead converts into the new corporate structure.

🗳️ Voting Obligations and Waivers 🛡️

To ensure the merger can proceed smoothly, the Stockholders provide several legal guarantees and make key waivers.

• Voting Mandate: Stockholders commit to voting their Covered Shares in favor of multiple items, including approvals for the Parent Share Issuance and any other action required for the merger to close.
• Waiver of Rights: The plan includes a crucial section where every Stockholder waives any rights of appraisal or rights to dissent under applicable law. This means shareholders generally waive their right to challenge the merger and demand a judicial appraisal of their shares' value.
• General Representations: Both the Company and the Stockholders make formal "Representations and Warranties" (guarantees) concerning their legal power, financial standing, and that the merger will not violate any existing agreements or laws.

📅 Merger Timeline and Logistics ⏰

The agreement defines the timing and practical steps necessary to ensure the transaction closes properly.

• Closing Date: The final closing for the Mergers (the "Closing Date") will occur on the second (2nd) business day following the date the last required condition is met or waived.
• Effective Time: The merger only becomes effective when the Secretary of State of Delaware files the respective Merger Certificate of Merger (first for Titanium, then for Forward).
• Bookkeeping: The Company's stock transfer books will close at the Titanium Merger Effective Time, meaning no further shares of TopBuild Corp. can be issued.
• Service: Notices must be sent to specific corporate addresses and include explicit emails for the following parties:
  • Stockholders: Jacobs Private Equity II, LLC (via Five America Lane, Greenwich, CT).
  • Parent (QXO, Inc.): QXO, Inc. (via Five America Lane, Greenwich, CT), attention to Chris Signorello.
  • Company (TopBuild Corp.): TopBuild Corp. (via 475 North Williamson Boulevard, Daytona Beach, FL), attention to General Counsel.

🧠 The Analogy 🏦

Think of a complex, multi-layered merger like a corporate immigration process. The Company (TopBuild) is a citizen in Country A that wants to move its operations to Country C (QXO's structure). Because Country A is dissolving, the government (the merger agreement) must first route the assets through a temporary station (Titanium Merger Sub) before finally landing in the permanent home (Forward Merger Sub). This complex, two-step system ensures that all paperwork—from the deeds to the employee benefits—is legally accounted for, minimizing confusion and maintaining legal integrity every step of the way.

🧩 Final Takeaway 🔑

The agreement is a highly technical, legally binding roadmap for the full absorption of TopBuild Corp. into QXO's subsidiary network. The core focus is assuring shareholders that, despite the company's disappearance, their economic rights—via a mandatory choice between $505.00 cash or 20.200 Parent Shares—are preserved and calculated precisely through a two-step merger.