QXO, Inc.

Mar Vista Investment Partners stated in its Q2 2026 investor letter that QXO’s transformative acquisition of TopBuild significantly strengthens the company’s long-term competitive position. The firm acknowledged near-term headwinds from a sluggish U.S. housing market and elevated interest rates, which pressured QXO shares during the period. Mar Vista believes the deal expands QXO’s scale, broadens its product and service offering, and adds a complementary installation platform with deep customer relationships. Management can leverage AI and data analytics to optimize inventory, pricing, procurement, and labor productivity across the combined business, while the larger purchasing footprint should improve supplier economics and provide margin expansion opportunities. Over time, these initiatives may drive stronger free cash flow and higher returns on invested capital, reinforcing QXO’s strategy of building a technology-enabled leader in building products distribution.

QXO has completed its acquisition of TopBuild, a deal expected to be substantially accretive to QXO's earnings. The transaction significantly expands QXO's scale and capabilities across the building products value chain, giving it leadership positions in key North American categories: number one in insulation, number two in roofing, number one in waterproofing, and number one or two in the lumber and building materials sector in key geographies served. Former TopBuild Chairman Alec Covington has joined QXO's Board of Directors, replacing Jared Kushner who resigned to focus on other commitments. Chairman and CEO Brad Jacobs stated that by 2030, QXO expects to generate at least $300 million in annual synergies largely from procurement, pricing, and cross-selling, while advancing its plan to build a world-class company with $50 billion in revenue. Under the merger terms, former TopBuild shareholders will receive QXO common stock or a mix of cash and stock based on their elections, and TopBuild shares will cease trading on the New York Stock Exchange.

QXO announced the expiration and final results of its cash tender offers and consent solicitations for all of TopBuild Corp.'s outstanding 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034. As of the June 29, 2026 expiration, approximately 99.54% of the $500 million 2032 Notes and 99.75% of the $750 million 2034 Notes were validly tendered. The company accepted all validly tendered notes, with settlement expected on July 1, 2026, contingent upon the closing of QXO's acquisition of TopBuild. Holders who tendered by the early deadline of June 11 received $1,011.25 per $1,000 principal amount, while later tenders received $961.25 per $1,000, plus accrued interest in each case. Sufficient consents were received to adopt amendments eliminating change of control offers, most restrictive covenants, certain defeasance conditions, and most events of default, with supplemental indentures becoming operative at settlement. TopBuild also issued conditional redemption notices for any remaining notes at the early tender price, conditioned on the tender offers' consummation.

Stockholders of QXO and TopBuild have overwhelmingly approved QXO's acquisition of TopBuild at separate special meetings. Approximately 99% of votes cast at QXO's meeting favored issuing shares for the deal, while about 78% of votes cast at TopBuild's meeting supported the merger agreement, representing roughly 65% of all outstanding shares. The transaction is expected to close on or about July 1, 2026, subject to customary closing conditions.