New York, June 30, 2026, 12:05 (EDT)
- QXO fell by late Tuesday morning after touching a session high near $19.50.
- TopBuild holders mostly elected cash, but proration leaves them with QXO stock.
- Deal math points to about 313 million QXO shares issued, based on TopBuild’s latest share count.
- TopBuild is due to leave the S&P MidCap 400 before Wednesday’s open.
QXO, Inc. NYSE:QXO fell 3.5% to $17.19 around 11:50 a.m. EDT, after touching $19.50 earlier in the session, as the final election data for its TopBuild Corp. NYSE:BLD deal shifted attention from approval risk to share supply risk. TopBuild was down 3.5% at $347.35. Builders FirstSource, Inc. NYSE:BLDR, a building-products peer, was down 0.6%, while the SPDR S&P 500 ETF Trust (NYSEARCA:SPY) was up 0.6%.
| Security | Last price | Day move | Intraday high | Intraday low | Volume |
|---|---|---|---|---|---|
| QXO, Inc. NYSE:QXO | $17.19 | -3.5% | $19.50 | $17.15 | 23.5 mln |
| TopBuild Corp. NYSE:BLD | $347.35 | -3.5% | $382.59 | $346.71 | 206,081 |
| Builders FirstSource, Inc. NYSE:BLDR | $89.96 | -0.6% | $90.96 | $88.88 | 435,177 |
| SPDR S&P 500 ETF Trust (NYSEARCA:SPY) | $745.45 | +0.6% | $745.66 | $740.50 | 15.7 mln |
The sharp tell was in TopBuild’s price. The stock-only consideration of 20.200 QXO shares was worth $347.24 at QXO’s late-morning price, almost the same as TopBuild’s market price. The prorated package for TopBuild holders that elected cash was worth about $425.24, made up of $249.71 in cash and 10.211 QXO shares.
QXO and TopBuild said holders representing about 91.0% of TopBuild shares elected cash. Because cash was oversubscribed, those shares convert into about $249.71 in cash plus 10.211 QXO shares for each TopBuild share. Holders representing 1.4% elected stock, and 7.6% made no valid election and are deemed to receive stock. The companies still expect the deal to close on or about July 1.
| TopBuild holder group | Share of TopBuild shares | Stated outcome | Value at QXO $17.19 |
|---|---|---|---|
| Cash election | 91.0% | $249.71 cash + 10.211 QXO shares | $425.24 |
| Stock election | 1.4% | 20.200 QXO shares | $347.24 |
| No valid election | 7.6% | Deemed stock election | $347.24 |
Using TopBuild’s 28,142,161 shares outstanding as of April 24 as a base, the election mix implies roughly 312.7 million QXO shares to TopBuild holders. About 261.5 million of those shares go to holders that asked for cash. That is about 43% of QXO’s 725.3 million common shares outstanding on May 26 and more than 13 times QXO’s late-morning volume.
The debt side is almost cleared. QXO said its merger subsidiary received valid tenders for $497.7 million of TopBuild’s 4.125% senior notes due 2032, or 99.54% of that issue, and $748.1 million of 5.625% senior notes due 2034, or 99.75%. Settlement is expected July 1 and is tied to the TopBuild close.
QXO shareholders approved the share issuance by 724,999,647 votes to 1,005,727. They also approved a charter amendment to lift authorized common shares to 4 billion from 2 billion. TopBuild holders approved the merger with about 78% of votes cast, equal to about 65% of all outstanding shares.
There is an index trade as well. S&P Dow Jones Indices said Toast Inc. NYSE:TOST will replace TopBuild in the S&P MidCap 400 before the open on July 1, the same date QXO targets for closing.
QXO Chairman and CEO Brad Jacobs said in April that TopBuild was QXO’s “most significant acquisition yet” and would give it “critical mass in the insulation sector.” TopBuild CEO Robert Buck said the deal would combine “insulation installation and specialty distribution” with QXO’s scale. The company said the transaction would lift combined revenue above $18 billion and adjusted EBITDA above $2 billion. QXO
That matters because QXO is using its stock as deal currency for a roll-up strategy. William Blair analyst Ryan Merkel estimated in January that QXO had $7 billion to $8 billion of firepower and said, “We continue to believe a lumberyard is the most likely next target.” reuters.com
