Topbuild Corp. · NYSE:BLD
Topbuild — Merger or Acquisition (April 2026)
20 slides from Topbuild's merger presentation, Apr 20, 2026
Slide 1: QXO to Acquire TopBuild Creating a Building Products Industry Leader
Confidential QXO to Acquire TopBuild Creating a Building Products Industry Leader April 19, 2026
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Confidential 2 Cautionary Statement Regarding Forward-Looking Statements This investor presentation (this “Presentation”) of QXO, Inc. (“QXO”) contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expect
Slide 3: Participants in the Solicitation
Confidential 3 Participants in the Solicitation QXO and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from QXO’s stockholders in connection with the proposed acquisition. Information regarding QXO’s directors and its executive officer
Slide 4: QXO to Become the Second Largest Publicly Traded Building Products Distributor in North America
Confidential 4 QXO to Become the Second Largest Publicly Traded Building Products Distributor in North America, with Over $18 Billion of Revenue and Over $2 Billion of Adjusted EBITDA1 and ~$50 Billion Combined Enterprise Value, Advancing Toward a $50 Billion Revenue Market Leader 1 Combined Company
Slide 5: Highly Accretive, Landmark Transaction
Confidential 5 Highly Accretive, Landmark Transaction ▪ TopBuild is the largest distributor and installer of insulation and related building products in North America ▪ The transaction increases QXO’s scale and expands its total addressable market to over $300 billion ▪ The combination enables QXO t
Slide 6: QXO and TopBuild – A Powerful Growth Platform
Confidential 6 Sales ($ Billion) $11.9 $6.2 Adj. EBITDA ($ Billion) $1.0 $1.1 Adj. EBITDA Margin ~8% ~18% Branches ~700 ~450 Employees ~13,000 ~15,000 Combined Company3 QXO and TopBuild – A Powerful Growth Platform Confidential QXO1 TopBuild2 ~$18.1Bn Revenue ~$2.1Bn Adj. EBITDA ~12% Adj. EBITDA Mar
Slide 7: Why QXO Selected TopBuild as Its Next Acquisition
Confidential 7 Why QXO Selected TopBuild as Its Next Acquisition ▪ Large, growing TAM with secular tailwinds from housing undersupply, aging stock, data center construction and energy efficiency regulation ▪ Differentiated integrated model (installation and distribution) with deep customer relations
Slide 8: QXO and TopBuild Complement Each Other
Confidential 8 QXO and TopBuild Complement Each Other ▪ >$200 billion TAM with substantial organic and M&A growth opportunities ▪ Category leadership in Roofing, Waterproofing and LBM ▪ Proven M&A track-record and transformation playbook ▪ R&R-weighted roofing business provides resilient performance
Slide 9: Benefits to Overlapping Customers and Vendors
Confidential 9 Benefits to Overlapping Customers and Vendors Roofing Insulation Thousands of Local Contractors Across the U.S. and Canada National Builders Key Regional Partners Key Critical Suppliers Other Strategic Partners Key Customers
Slide 10: Meaningful Synergy Opportunity Enabled by Technology
Confidential 10 Meaningful Synergy Opportunity Enabled by Technology QXO expects to achieve run-rate synergies of approximately $300 million by 2030 Procurement Optimize the organization to increase spans of control and drive agility Organizational Redesign Org Chart Optimization and Standard Struct
Slide 11: TopBuild's Investor Day Long-Term Guidance
Confidential 11 TopBuild's Investor Day Long-Term Guidance1 ▪ $9 billion to $10 billion in annual revenue by 2030 ▪ $1.7 billion to $2.0 billion in annual adjusted EBITDA by 2030 ▪ EBITDA growth driven by combination of organic growth and accretive M&A ▪ Cumulative free cash flow of $4.2 billion to
Slide 12: Transaction Overview
Confidential 12 Transaction Overview Purchase Price ▪ $17.0 billion enterprise value ▪ 14.9x 2025 adjusted EBITDA1 pre-synergies; 11.8x 2025 adjusted synergized EBITDA1 Transaction Considerations ▪ TopBuild stockholders with right to elect to receive $505.00 in cash or 20.200 shares of QXO ▪ Electio
Slide 13: Appendix: Supplemental Materials
Confidential 13 Appendix: Supplemental Materials
Slide 14: QXO Investment Highlights
Confidential 14 QXO Investment Highlights 2 Enormous TAM Supported by Attractive Long-Term Demand Drivers 5 TopBuild: a Perfect Complement to Beacon and Kodiak 6 Extensive Opportunity for Additional M&A 7 Management Incentives Aligned with Shareholders 4 QXO’s Proven Transformation Playbook 3 Exempl
Slide 15: Creating a World-Class Building Products Distributor
Confidential 15 ▪ Address large, highly fragmented industry with meaningful opportunity for value creation ▪ Acquire businesses at attractive valuations ‒ Transformational opportunities in adjacent verticals ‒ Regional targets in roofing, waterproofing, lumber and complementary categories ‒ Opportun
Slide 16: QXO Value Creation Roadmap Through M&A
Confidential 16 ▪ Active pipeline of a shortlist of potential M&A targets with a combined $100 billion of revenue ▪ Long-term goals of ~$50 billion annual revenue and $7.5 billion EBITDA ▪ Deployed significant capital in early 2026, with Kodiak as a first step: ‒ Participating in secular growth of t
Slide 17: Highly-Experienced Management Team with Strong Track Record in Driving Transformations
Confidential 17 Highly-Experienced Management Team with Strong Track Record in Driving Transformations Brad Jacobs Chairman and Chief Executive Officer ▪ Founded five multibillion-dollar public companies, including United Waste, United Rentals, XPO, and XPO spin-offs GXO and RXO Michael DeWitt Chief
Slide 18: Highly-Experienced Management Team (cont'd)
Confidential 18 Highly-Experienced Management Team with Strong Track Record in Driving Transformations (cont’d) Matt Fassler Chief Strategy Officer ▪ Former Chief Strategy Officer of XPO ▪ Previously Goldman Sachs Managing Director, Consumer Business Unit Leader in Global Investment Research Val Lib
Slide 19: Highly-Experienced Management Team (cont'd)
Confidential 19 Highly-Experienced Management Team with Strong Track Record in Driving Transformations (cont’d) Chris Signorello Chief Legal Officer ▪ Former Deputy General Counsel and Chief Compliance Officer at XPO ▪ Previously at Henkel Corporation and Goodwin Procter Eric Nelson Chief Informatio
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