QXO, Inc completed its merger with TopBuild on 7/1/2026. TopBuild shareholders had a choice to receive either $505.00 in cash or 20.20 QXO shares for each BLD share. If no choice was made, the all-stock option was the default. There were provisions for limits on the amount of cash and QXO shares distributed in the merger. If either the all-cash or all-stock options were oversubscribed, the cash (or stock) payout would be prorated. Form S-4/A filed with the SEC on May 29, 2026, concerning this merger, can be found on the SEC EDGAR site at this URL :
https://www.sec.gov/Archives/edgar/data/1236275/000110465926067735/tm2612250-3_s4a.htm#tUFIT .
The all-cash option ended up being oversubscribed, and was subject to proration. TopBuild shareholders who chose the all-cash option instead received approximately $249.67 in cash and 10.212 QXO shares for each BLD share as a result of the proration. The Form 8-K filed with the SEC with the proration results can be found on the SEC EDGAR site at this URL:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001236275/000110465926079864/tm2618991d7_8k.htm
Important Reminders and Notes:
In Merger with cash transactions, realized capital gains and the cost basis of the new shares have a component dependent on the price per share chosen in the entry screens. In our experience brokers tend to use the price per share published by the companies on their websites in their guidance to shareholders. If the companies publish guidance with a share price, we use that share price in our instructions to minimize possible differences between the accounting records and broker information. In cases where no guidance is available, we will choose the lower of the opening or closing price on the effective date. Either of these prices is acceptable to the IRS and by choosing the lower price some realized capital gains will be deferred to a later date. There is always the chance the price we choose will not be the price chosen by your broker. The gain from the merger and cost basis of the new shares recorded in your accounting records will then differ from your broker information. Because of the lack of detail in the tax code, both our choice and your broker’s choice would be reasonable estimates of market value for the shares received. If this happens, your records are NOT incorrect because they differ from your broker. Tax return forms do have specific areas to report these usually small differences. Our tax printer software handles these adjustment entries automatically in the normal operation of the software.
Resolution:
Information for these instructions is from the form S-4/A, and form 8-K filed with the SEC and websites offering historical stock prices.
Instructions for all-stock option BLD shareholders.
Use the Merger transaction.
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Step 2
Instructions for all-cash option BLD shareholders.
Use the Merger with cash transaction.
Step 1
Step 2
