{"url_path":"/sec/bld/8-k/2026-07-01/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1633931/0001104659-26-079876-index.html","accession_number":"0001104659-26-079876","cik":"0001633931","ticker":"BLD","issuer_name":"QXO Insulation, LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1633931/0001104659-26-079876-index.html","primary_entity_key":"0001633931","primary_entity_name":"QXO Insulation, LLC"},"word_count":796,"has_tables":true,"body_markdown":"**Item 2.01 Completion of Acquisition or Disposition of Assets.**\n\n \n\n*Agreement and Plan of Merger*\n\n \n\nOn July 1, 2026, QXO\ncompleted the previously announced acquisition of TopBuild (the “TopBuild Acquisition”), pursuant to the Merger Agreement.\n\n \n\nOn July 1, 2026, pursuant\nto the terms of the Merger Agreement, Titanium Merger Sub merged with and into TopBuild (the “Titanium Merger”), with TopBuild\nsurviving the Titanium Merger as a wholly owned subsidiary of QXO, and immediately thereafter, TopBuild merged with and into Forward Merger\nSub (the “Forward Merger” and, together with the Titanium Merger, the “Merger”), with Forward Merger Sub surviving\nthe Forward Merger as a wholly owned subsidiary of QXO. At the effective time of the Titanium Merger (the “Titanium Merger Effective\nTime”), by virtue of the Titanium Merger and without any action on the part of any holder thereof, each share of common stock, par\nvalue $0.01 per share, of TopBuild (“TopBuild Shares”) issued and outstanding immediately prior thereto (other than certain\nexcluded shares, cancelled shares and dissenting shares) was converted into the right to receive, at the election of the holder and subject\nto proration as described in the Merger Agreement, one of the following forms of merger consideration (the “Merger Consideration”):\n(i) an amount in cash equal to $505.00 per TopBuild Share (the “Cash Consideration”) or (ii) 20.200 shares of QXO\ncommon stock, par value $0.00001 per share (“QXO Shares”), per TopBuild Share (the “Stock Consideration”). TopBuild\nShares in respect of which no cash election or stock election was validly made were treated as having elected to receive the Stock Consideration\nin accordance with the terms of the Merger Agreement. At the effective time of the Forward Merger (the “Forward Merger Effective\nTime”), the name of TopBuild was changed to QXO Insulation, LLC.\n\n \n\nTopBuild stockholders of\nrecord of approximately 91.0% of the outstanding TopBuild Shares elected to receive the Cash Consideration and, in accordance with the proration\nprocedures in the Merger Agreement, all of such outstanding TopBuild Shares were converted into the right to receive approximately $249.67\nin cash and 10.212 QXO Shares per TopBuild Share, subject to final calculation by the exchange agent.\n\n \n\n2\n\n \n\n \n\n*Treatment of Outstanding Equity Awards.*\n\n \n\nPursuant to the terms of the\nMerger Agreement:\n\n \n\n(i)each option to purchase TopBuild Shares outstanding and not yet exercised whether vested or unvested (each,\na “TopBuild Option”), was, by virtue of the Titanium Merger and without any action on the part of the holder thereof, cancelled\nand converted into the right to receive QXO Shares equal to (a) the total TopBuild Shares subject to such TopBuild Option as of immediately\nprior to the Titanium Merger Effective Time, *multiplied* by (b) the quotient obtained by dividing (x) the excess, if any,\nof (1) the Cash Consideration *minus* (2) the exercise price per TopBuild Share applicable to such TopBuild Option by (y) $25.00,\nwith such QXO Shares to be delivered as soon as reasonably practicable (but no later than 10 calendar days) after the Titanium Merger\nEffective Time;\n\n \n\n(ii)each outstanding award of TopBuild Shares that is subject to vesting conditions was fully vested and the\nholder thereof is entitled to receive the Per Share Merger Consideration (as defined in the Merger Agreement); and\n\n \n\n(iii)each (a) outstanding award of restricted stock units for which vesting is solely based on service-based\nconditions (each, an “RSU Award”) and (b) outstanding award of restricted stock units for which vesting is based on service-based\nconditions and performance-based conditions (each, a “PSU Award”), was converted into corresponding QXO equity awards (and,\nwith respect to each PSU Award, with the performance-based vesting condition deemed satisfied at target and being converted into an award\nof QXO restricted stock units for which vesting is based solely on service-based conditions), in each case, based on an equity award exchange\nratio equal to the Stock Consideration. Such converted awards, in each case, remain subject to the same terms and conditions that applied\nto such awards (excluding performance-based vesting terms) immediately prior to the Titanium Merger Effective Time; provided that any\namounts relating to accrued and unpaid dividend equivalent rights corresponding to an RSU Award or a PSU Award were converted into dividend\nequivalent rights on the corresponding QXO equity awards and any dividend equivalents that are payable with respect to such converted\nawards following the Titanium Merger Effective Time will be paid within 30 days following vesting.\n\n \n\nThe foregoing descriptions\nof the TopBuild Acquisition, the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are qualified in\ntheir entirety by the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to TopBuild’s Current Report\non Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026, and is incorporated\nby reference herein."}