Material Event (Form 8-K)

Item 8.01 Other Events.

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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, among other things, and subject to the satisfaction or waiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will be merged with and into TopBuild (the "Titanium Merger"), with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO and (ii) immediately thereafter, TopBuild will be merged with and into Forward Merger Sub (the "Forward Merger" and, together with the Titanium Merger, the "Mergers"), with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.

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In connection with the Mergers, on May 18, 2026, QXO filed a registration statement on Form S-4 (File No. 333-295973) (as amended on May 29, 2026, the "Registration Statement") with the Securities and Exchange Commission (the "SEC"). On May 29, 2026, the Registration Statement was declared effective by the SEC. Also on May 29, 2026, QXO and TopBuild each filed a definitive joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") with the SEC for the solicitation of proxies in connection with (i) the special meeting of QXO stockholders to be held on June 29, 2026 and (ii) the special meeting of TopBuild stockholders to be held on June 29, 2026, in each case, to vote upon matters necessary to complete the Mergers and the other transactions contemplated by the Merger Agreement.

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A complaint has been filed in the Court of Chancery of the State of Delaware by a purported stockholder of QXO (the "Complaint"), on behalf of himself and a class of all similarly situated stockholders of QXO, styled Thompson v. QXO, Inc. et al., Case No. 2026-0757 (filed June 8, 2026), against members of the board of directors of QXO, with QXO as nominal defendant. The Complaint alleges, among other things, that the defendants breached their fiduciary duties by failing to disclose all material information necessary to allow QXO stockholders to make a fully informed decision whether to vote in favor of the Mergers. The Complaint seeks, among other things, (i) to enjoin the defendants from consummating the Mergers unless and until the defendants have acted in accordance with their fiduciary duties, (ii) to certify the proposed class and (iii) attorneys' fees and other litigation costs. In addition, each of TopBuild and QXO has received certain ordinary course demand letters from purported stockholders of TopBuild and QXO, respectively, generally alleging omissions or misstatements in the disclosures in the Joint Proxy Statement/Prospectus and requesting that TopBuild and QXO, respectively, file corrective disclosures prior to the special meetings of TopBuild and QXO stockholders (the demand letters are collectively referred to as the "Stockholder Letters"). Some of the Stockholder Letters mimic the allegations in the Complaint.

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TopBuild and QXO deny that the Joint Proxy Statement/Prospectus is deficient in any respect. Each of TopBuild and QXO denies all the various allegations in the Complaint and the Stockholder Letters and believes no supplemental disclosure to the Joint Proxy Statement/Prospectus was or is required under applicable law, rule, or regulation. However, solely to avoid the risk of delaying or otherwise adversely affecting the consummation of the Mergers and to minimize the expense and distraction of defending any litigation arising out of the Complaint, TopBuild and QXO hereby voluntarily amend and supplement the Joint Proxy Statement/Prospectus as set forth in this Current Report on Form 8-K (this "Current Report"). Nothing in the supplemental disclosures set forth below should be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.

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It is possible that additional, similar complaints may be filed, that the complaints described above may be amended or that additional demand letters will be received by TopBuild and/or QXO. If this occurs, TopBuild does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any amended complaint unless required by law.

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The board of directors of TopBuild continues to unanimously recommend that TopBuild stockholders vote "FOR" the TopBuild merger proposal, "FOR" the TopBuild compensation proposal and "FOR" the TopBuild adjournment proposal, each as defined and described in the Joint Proxy Statement/Prospectus.

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