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TopBuild (NYSE: BLD) relaxes covenants on 2032 and 2034 senior notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

TopBuild Corp. entered into two supplemental indentures with U.S. Bank Trust Company to amend its 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034. The amendments will remove change-of-control repurchase rights tied to the QXO acquisition, strip most restrictive covenants, ease defeasance conditions, and leave only payment-related events of default.

The supplemental indentures are already effective, but these changes will apply only if notes tendered in QXO’s related tender offers are accepted and paid for and other specified conditions, including a merger condition described in the Offer to Purchase, are satisfied. If not, the prior indenture terms will continue to govern.

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Insights

TopBuild obtained noteholder consent to significantly relax bond protections, contingent on QXO’s tender offers and merger closing.

The company and its trustee executed supplemental indentures for the 2032 and 2034 senior notes. If fully operative, these will remove change-of-control offers tied to the QXO deal, most restrictive covenants, and many non‑payment events of default, leaving bondholders with a simpler, payment-focused protection set.

The amendments become operative only if QXO accepts and funds tendered notes and other conditions in the Offer to Purchase, including a merger condition, are met. Until then, the original indenture terms remain in force, so practical impact depends on completion of the tender offers and the acquisition.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2032 Notes coupon 4.125% Senior Notes due 2032 governed by 2032 Notes Indenture
2034 Notes coupon 5.625% Senior Notes due 2034 governed by 2034 Notes Indenture
2032 Notes Indenture date October 14, 2021 Original indenture date for 4.125% Senior Notes due 2032
2034 Notes Indenture date September 25, 2025 Original indenture date for 5.625% Senior Notes due 2034
Supplemental indentures execution date June 11, 2026 Date TopBuild and trustee entered supplemental indentures
Consent withdrawal deadline time 5:00 p.m. New York City time withdrawal deadline on June 11, 2026
Supplemental Indenture financial
"entered into (i) the Third Supplemental Indenture (the “2032 Notes Supplemental Indenture”)"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Change of Control Offer financial
"eliminate the requirement to make a “Change of Control Offer” (as defined in the applicable Indenture)"
A change of control offer is a proposal made to shareholders or debt holders when a company is being taken over or its ownership is shifting, giving them the chance to sell their holdings or have contracts adjusted at a specified price or on specified terms. It matters to investors because it can provide a guaranteed exit, a cash premium, or altered rights—similar to being offered a set buyout price when a neighbor sells a shared property, and it can materially affect the value and future income from their investment.
events of default financial
"eliminate all events of default other than events of default relating to the failure to pay principal"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Merger Condition financial
"including the Merger Condition (as defined in the Offer to Purchase), have been satisfied or waived"
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0001633931false00016339312026-06-112026-06-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of report (Date of earliest event reported): June 11, 2026

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TopBuild Corp.

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(Exact name of registrant as specified in its charter)

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Delaware

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001-36870

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47-3096382

(State or other Jurisdiction of

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(Commission

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(IRS Employer

Incorporation)

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File Number)

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Identification No.)

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475 North Williamson Boulevard

Daytona Beach, Florida

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32114

(Address of Principal Executive Offices)

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(Zip Code)

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Registrant’s telephone number, including area code: (386) 304-2200

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

BLD

New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01Entry into a Material Definitive Agreement.

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On June 11, 2026, TopBuild Corp., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into (i) the Third Supplemental Indenture (the “2032 Notes Supplemental Indenture”) to the Indenture, dated as of October 14, 2021 (as amended, supplemented or otherwise modified, the “2032 Notes Indenture”), among the Company, the guarantors party thereto and the Trustee, governing the Company’s 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) the First Supplemental Indenture (together with the 2032 Notes Supplemental Indenture, the “Supplemental Indentures”) to the Indenture, dated as of September 25, 2025 (as amended, supplemented or otherwise modified and, together with the 2032 Notes Indenture, the “Indentures”), among the Company, the guarantors party thereto and the Trustee, governing the Company’s 5.625% Senior Notes due 2034 (the “2034 Notes” and, collectively with the 2032 Notes, the “Notes”). The Supplemental Indentures provide for amendments (the “Amendments”) to the respective Indentures and Notes that will (i) eliminate the requirement to make a “Change of Control Offer” (as defined in the applicable Indenture) for the related Notes in connection with the previously announced acquisition of the Company pursuant to the Agreement and Plan of Merger, dated as of April 18, 2026, among the Company, QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (the “Offeror”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO, 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.

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The Supplemental Indentures were entered into following receipt of the consents to the adoption of the Amendments of the holders of at least a majority of the aggregate principal amount outstanding of the respective series of Notes, which consents were validly delivered and not validly revoked as of the withdrawal deadline of 5:00 p.m., New York City time, on June 11, 2026 in the Offeror’s previously announced tender offers and consent solicitations (the “Tender Offers and Consent Solicitations”). The terms and conditions of the Tender Offers and Consent Solicitations are described in the Offeror’s Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026, including any amendments, modifications or supplements thereto (the “Offer to Purchase”).

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The Supplemental Indentures became effective immediately upon execution. However, the Amendments will not become operative unless and until the following conditions have been satisfied or otherwise waived, if applicable, by the Offeror or TopBuild (collectively, the “Conditions”): (i) the 2032 Notes and 2034 Notes that are validly tendered (and not validly withdrawn) have been accepted for purchase by the Offeror in accordance with the terms of the Offer to Purchase, (ii) the Offeror will have delivered to The Depository Trust Company for the holders of the 2032 Notes and 2034 Notes the aggregate amount to be paid to such holders as Total Tender Offer Consideration or Tender Offer Consideration (each as defined in the Offer to Purchase), as applicable, upon the terms and subject to the conditions in the Offer to Purchase in respect of the 2032 Notes and 2034 Notes validly tendered and not validly withdrawn and consents validly delivered and not validly revoked thereunder, and the Offeror or TopBuild will have notified the Trustee in writing that such delivery has been made, which condition cannot be waived by the Offeror or TopBuild, and (iii) the other conditions to the Consent Solicitation set forth in the Offer to Purchase, including the Merger Condition (as defined in the Offer to Purchase), have been satisfied or waived, with the result that the Amendments will have no force or effect, and all terms and conditions as set forth in the applicable Indenture immediately prior to the execution of the Supplemental Indentures will continue to govern, in each case, unless and until all of the Conditions have been satisfied.

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The foregoing descriptions of the Supplemental Indentures do not purport to be complete and are qualified in their entirety by reference to the full text of the Supplemental Indentures, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference into this Item 1.01.

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This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No.

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Description

4.1

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Third Supplemental Indenture, dated as of June 11, 2026, by and between TopBuild Corp. and U.S. Bank Trust Company, National Association, to the Indenture, dated as of October 14, 2021, by and among TopBuild Corp., the guarantors party thereto and U.S. Bank National Association.

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4.2

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First Supplemental Indenture, dated as of June 11, 2026, by and between TopBuild Corp. and U.S. Bank Trust Company, National Association, to the Indenture, dated as of September 25, 2025, by and among TopBuild Corp., the guarantors party thereto and U.S. Bank Trust Company, National Association.

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104

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Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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TOPBUILD CORP.

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By:

/s/ Luis F. Machado

 

 

Name:

Luis F. Machado

 

 

Title:

Vice President, General Counsel and

Corporate Secretary

Dated: June 12, 2026

 

 

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Source: View Original Filing on SEC EDGAR

FAQ

What did TopBuild (BLD) change in its 2032 and 2034 senior note terms?

TopBuild executed supplemental indentures for its 4.125% 2032 Notes and 5.625% 2034 Notes. These amendments will, once operative, remove change-of-control offers tied to the QXO deal, delete most restrictive covenants, ease defeasance conditions, and retain only payment-related events of default.

How are the TopBuild (BLD) note amendments connected to the QXO acquisition?

The amendments specifically eliminate the need for a change-of-control offer in connection with the previously announced QXO acquisition and future transactions. They are tied to QXO’s tender offers and consent solicitations, as described in the Offer to Purchase referenced in the filing.

When do TopBuild’s (BLD) supplemental indenture amendments become operative?

Although the supplemental indentures are effective upon execution, the amendments become operative only after key conditions are met. These include acceptance and payment for tendered 2032 and 2034 Notes by QXO and satisfaction or waiver of other conditions, including a defined merger condition.

What happens if conditions for TopBuild’s (BLD) note amendments are not satisfied?

If the tender offer and consent solicitation conditions, including the merger condition, are not satisfied or waived as permitted, the amendments have no force or effect. In that case, the original terms in the existing 2032 and 2034 note indentures continue to govern the notes fully.

Do TopBuild’s (BLD) note amendments affect all events of default?

The amendments, once operative, eliminate all events of default except those related to failure to pay principal or interest on the notes. Non‑payment-related defaults described in the existing indentures are removed, narrowing bondholder protections to core payment obligations only.

Filing Exhibits & Attachments

5 documents

Other Documents