QXO, Inc. (NYSE:QXO) shares rose 8% on Tuesday after the two parties disclosed the outcome of TopBuild Corp. (NYSE:BLD) stockholder elections tied to their proposed merger.
The firms reported that holders of approximately 91.0% of TopBuild's outstanding shares chose the cash option provided in the merger consideration. Because the election results triggered the agreement's proration procedures, TopBuild shares will be converted into the right to receive approximately $249.71 in cash and 10.211 shares of QXO common stock per TopBuild share, with final amounts to be confirmed by the exchange agent.
TopBuild stockholders had until 5:00 p.m. Eastern Time on June 29, 2026 to make their selection. The explicit choices available were either $505.00 in cash or 20.200 shares of QXO common stock for each share of TopBuild common stock held immediately prior to the closing of the merger.
In the breakdown of elections, holders representing roughly 1.4% of outstanding TopBuild shares selected stock consideration. An additional approximately 7.6% of outstanding shares did not submit a valid election by the deadline; those shares are deemed to have elected the stock option, per the companies' statements.
The parties indicated they expect the merger to close on or about July 1, 2026, subject to the satisfaction or waiver of customary closing conditions. The companies also noted that TopBuild stockholders who would otherwise receive a fractional share of QXO common stock will be paid cash in lieu of that fractional share.
Context and implications
- The election outcome determined the proration result that reduces the cash-per-share payout while increasing the share component to align with the aggregate election mix.
- Shareholders who did not submit a valid election are treated as having chosen stock consideration, which affects the final allocation of cash and shares.
- The transaction's closing remains conditional on customary closing requirements; the announced timeline is on or about July 1, 2026.
The companies will complete final calculations through the exchange agent as prescribed in the merger agreement before distributing the cash and stock entitlements to TopBuild shareholders.