TopBuild Corp. filed SEC Form 8-K: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits
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Item 5.04Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Under applicable Securities and Exchange Commission (“SEC”) rules, and in connection with the previously announced acquisition of TopBuild Corp., a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of April 18, 2026, among the Company, QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO, and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO, the Company is filing this Current Report on Form 8-K to report that participants in the TopBuild Corp. 401(k) Plan are anticipated to be subject to a blackout period in excess of three consecutive business days in connection with the proposed acquisition. On June 15, 2026, the Company received a notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding the blackout period.
On June 15, 2026, the Company sent a notice (the “Notice”) to its directors and executive officers informing them of the blackout period and certain trading prohibitions that they may be subject to during the blackout period, in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 under SEC Regulation BTR. A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
During the blackout period and for a two-year period after the ending date of the blackout period, stockholders or other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period. Such inquiries and any other inquiries regarding the blackout period may be directed to: (i) prior to the completion of the proposed acquisition, TopBuild Corp., 475 North Williamson Boulevard, Daytona Beach, Florida 32114, Attention: Lynda Walker, Director, Compensation and Benefits, 386-304-2200 and (ii) after the completion of the proposed acquisition, QXO, Inc., Five American Lane, Greenwich, Connecticut 06831, Attention: Chief Legal Officer, 888-998-6000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Notice to Directors and Executive Officers of TopBuild, dated June 15, 2026. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 16, 2026 | |||
TOPBUILD CORP. | |||
By: | /s/ Luis F. Machado | ||
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| Name: | Luis F. Machado |
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| Title: | Vice President, General Counsel and Corporate Secretary |