by reference. On July 1, 2026, in connection with the consummation of the Merger, TopBuild notified the New York Stock Exchange (“NYSE”) that the Mergers had been completed and NYSE filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 in order to initiate the delisting of TopBuild Shares from NYSE and the deregistration of TopBuild Shares under Section 12(b) of the E…

Other Events. Purchase and Redemptions of Notes of TopBuild On July 1, 2026, upon consummation of the Merger and in connection with the tender offers and consent solicitations (collectively, the “Tender Offers”) with respect to TopBuild’s 4.125% Senior Notes due 2032 (the “TopBuild 2032 Notes”) and 5.625% Senior Notes due 2034 (the “TopBuild 2034 Notes”) previously announced by QXO as further detailed in Titanium Merger Sub’s Offer to Purchase and Consent Solicitation Statement, dated May 29,…

by reference. On July 1, 2026, pursuant to the Merger Agreement, (i) Titanium Merger Sub merged with and into TopBuild, with TopBuild surviving as a wholly owned subsidiary of QXO, and (ii) immediately thereafter, TopBuild merged with and into Forward Merger Sub with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.

Entry into a Material Definitive Agreement. QXO Notes On July 1, 2026, upon consummation of the Merger (as defined below), TopBuild, QXO Building Products, Inc., a wholly owned subsidiary of QXO (the “Issuer” or the “Borrower”), certain of the Issuer’s and TopBuild’s subsidiaries (the “Other Subsidiary Guarantors” and, together with TopBuild, the “Subsidiary Guarantors”) and Wilmington Trust, National Association (the “Trustee”) entered into the Supplemental Indenture No. 1 to the Indenture,…

Completion of Acquisition or Disposition of Assets. Agreement and Plan of Merger On July 1, 2026, QXO completed the previously announced acquisition of TopBuild (the “TopBuild Acquisition”), pursuant to the Merger Agreement. On July 1, 2026, pursuant to the terms of the Merger Agreement, Titanium Merger Sub merged with and into TopBuild (the “Titanium Merger”), with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO, and immediately thereafter, TopBuild merged with and…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The descriptions contained under

executive officers and directors: All executive officers and directors ceased their positions due to the Titanium Merger.

Termination of a Material Definitive Agreement. On the Closing Date, in connection with the consummation of the Merger, TopBuild repaid in full and terminated that certain Amended and Restated Credit Agreement, dated as of March 20, 2020, as amended by Amendment No. 1, dated as of March 8, 2021, Amendment No. 2, dated as of October 7, 2021, Amendment No. 3, dated as of December 9, 2022, Amendment No. 4, dated as of July 26, 2023, and Amendment No. 5, dated as of May 16, 2025, by and among Top…

by reference. At the effective time of the Titanium Merger, each holder of TopBuild Shares that were outstanding immediately prior to the effective time of the Titanium Merger (other than certain excluded shares, cancelled shares and dissenting shares) ceased to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the Merger Agreement, in each case, to be issued or paid in consideration therefor in accordance with the Merger Agreement.

Other Events. ​ As previously disclosed, on April 18, 2026, TopBuild Corp., a Delaware corporation (“ TopBuild ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with QXO, Inc., a Delaware corporation (“ QXO ”), Titanium MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of QXO (“ Titanium Merger Sub ”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of QXO (“ Forward Merger Sub ”), pursuant to which,…

Entry into a Material Definitive Agreement. ​ On June 11, 2026, TopBuild Corp., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into (i) the Third Supplemental Indenture (the “2032 Notes Supplemental Indenture”) to the Indenture, dated as of October 14, 2021 (as amended, supplemented or otherwise modified, the “2032 Notes Indenture”), among the Company, the guarantors party thereto and the Trustee, governing the Co…

Other Events. ​ On June 4, 2026, TopBuild Corp. (“TopBuild”) and QXO, Inc. (“QXO”) issued a joint press release (the “Joint Press Release”) announcing that the deadline for TopBuild stockholders of record to elect the form of consideration that they wish to receive in connection with the acquisition of TopBuild by QXO is 5:00 p.m., Eastern Time on June 29, 2026. ​ A copy of the Joint Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. ​ Cautionary Stateme…

Other Events. On May 29, 2026, TopBuild Corp., a Delaware corporation (“TopBuild”), elected to exercise its optional redemption right to redeem the entire outstanding $400 million aggregate principal amount of its 3.625% Senior Notes due 2029 (the “Notes”), subject to the Approval Condition (as defined below), and instructed U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee under the indenture governing the Notes, to issue a conditional…

is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent such other filing specifically incorporates such information by reference. ​

Other Events. Press Release On April 19, 2026, TopBuild and QXO issued a joint press release announcing TopBuild’s and QXO’s entry into a definitive merger agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. ​ Voting Agreement In connection with the execution of the Merger Agreement, on April 18, 2026, TopBuild entered into a voting agreement (the “ Voting Agreement ”) with Jacobs Private Equity II, LLC (the “ Supporting Stockholde…

Entry into a Material Definitive Agreement. Merger Agreement On April 18, 2026, TopBuild Corp., a Delaware corporation (“ TopBuild ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with QXO, Inc., a Delaware corporation (“ QXO ”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“ Titanium Merger Sub ”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO (“ Forward Merger Sub ”). Th…

Vice President and Chief Growth Officer — Joseph M. Viselli: Mr. Viselli is retiring for personal reasons after a transition period.

President and Chief Operating Officer — John Achille: John Achille was promoted to President and Chief Operating Officer.

is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent such other filing specifically incorporates such information by reference. ​

is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent such other filing specifically incorporates such information by reference. ​

Entry into a Material Definitive Agreement. ​

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On September 25, 2025 (the “ Closing Date ”), TopBuild Corp., a Delaware corporation (the “ Company ”), completed its previously reported private offering of $750.0 million aggregate principal amount of 5.625% Senior Notes due 2034 (the “ Notes ”). The Company intends to use the net proceeds from the issuance of the Notes for general corporate purposes, which may include acquisit…

is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent such other filing specifically incorporates such information by reference. ​

COO — John Achille: The filing discloses the internal promotion of John Achille to Vice President and Chief Operating Officer, a significant leadership appointment that is not a departure.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. ​ The information described in