QXO Announces Cash Tender Offers and Consent Solicitations for Any and All of TopBuild Corp.’s 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034

QXO Announces Cash Tender Offers and Consent Solicitations for Any and All of TopBuild Corp.’s 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034

QXO, Inc. (“QXO”) (NYSE: QXO) today announced that, in connection with its pending acquisition of TopBuild Corp. (“TopBuild”), it has commenced, through its wholly-owned subsidiary Titanium MergerCo, Inc., a Delaware corporation (the “Company”), tender offers (collectively, the “Tender Offers”) to purchase for cash any and all of the outstanding (i) 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) 5.625% Senior Notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Notes”) of TopBuild.

In connection with the Tender Offers, the Company is also soliciting (collectively, the “Consent Solicitations”) from holders of the Notes consents (the “Consents”) to certain proposed amendments to the indenture, dated as of October 14, 2021 (the “2032 Notes Indenture”), which governs the 2032 Notes, and certain proposed amendments to the indenture, dated as of September 25, 2025 (the “2034 Notes Indenture” and together with the 2032 Notes Indenture, the “Indentures”), which governs the 2034 Notes, to (i) eliminate the requirement to make a “Change of Control Offer” for the related Notes in connection with QXO’s acquisition of TopBuild and future transactions, (ii) eliminate substantially all of the restrictive covenants in the applicable Indenture and the Notes, (iii) eliminate certain conditions to legal defeasance and covenant defeasance in the applicable Indenture and the Notes and (iv) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the Notes (collectively, the “Proposed Amendments”). The terms and conditions of the Tender Offers and Consent Solicitations are described in an Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026 (the “Offer to Purchase and Consent Solicitation Statement”). The following table summarizes the material pricing terms of the Tender Offers.