{"filing":{"accession_number":"0001104659-26-079876","cik":"0001633931","ticker":"BLD","company_name":"QXO Insulation, LLC","form":"8-K","filing_date":"2026-07-01","report_date":null,"primary_document":"tm2618991d10_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1633931/000110465926079876/tm2618991d10_8k.htm"},"events":[{"id":15516,"run_id":13842,"accession_number":"0001104659-26-079876","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"QXO completed its acquisition of TopBuild on July 1, 2026, pursuant to a two-step merger structure (Titanium Merger and Forward Merger), with merger consideration of $505.00 cash or 20.200 QXO shares per TopBuild share, and 91% of shareholders electing cash. The transaction includes $6.0 billion+ in new financing arrangements (term loans, secured notes, and ABL facility) and results in TopBuild becoming a QXO subsidiary.","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13326,"accession_number":"0001104659-26-079876","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses entry into multiple material definitive agreements upon consummation of a merger between TopBuild and QXO Building Products, Inc., including $3.0 billion in incremental term loan financing, $3.0 billion in secured notes, and a $2.0 billion ABL facility. The repeated references to \"upon consummation of the Merger\" and the substantial debt financing arrangements ($6.0 billion+ in new obligations) indicate this is financing documentation directly tied to a material acquisition or merger transaction, which qualifies as ma_activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13327,"accession_number":"0001104659-26-079876","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses termination of TopBuild's credit agreement \"in connection with the consummation of the Merger,\" indicating this is a debt payoff and facility termination that is ancillary to a material acquisition or merger transaction. While Item 1.02 addresses agreement termination, the substance here is the merger closing and the resulting refinancing/debt repayment, which is core M\u0026A activity. The reference to Item 8.01 (Other Events) likely contains the merger details.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13328,"accession_number":"0001104659-26-079876","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of QXO's acquisition of TopBuild on July 1, 2026, pursuant to a Merger Agreement. The filing describes the two-step merger structure (Titanium Merger and Forward Merger), the merger consideration ($505.00 cash or 20.200 QXO shares per TopBuild share, with 91% of shareholders electing cash), and the treatment of TopBuild equity awards. This is a material acquisition completion that would significantly affect a reasonable investor's assessment of QXO's business, financial position, and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13331,"accession_number":"0001104659-26-079876","item_number":"3.03","item_title":"Material Modification to Rights of","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modification to security holder rights arising from the \"Titanium Merger,\" where TopBuild shareholders' rights are extinguished in exchange for merger consideration. This is a merger completion event, which constitutes material acquisition activity. The disclosure references Items 2.01 and 5.03 (which typically cover mergers and changes of control), confirming the merger as the principal transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13332,"accession_number":"0001104659-26-079876","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change of control effected through a two-step merger structure on July 1, 2026: Titanium Merger Sub merged into TopBuild (with TopBuild surviving as a QXO subsidiary), followed immediately by TopBuild's merger into Forward Merger Sub (with Forward Merger Sub surviving as a QXO subsidiary). This is a material acquisition/merger transaction that fundamentally alters the registrant's control and structure, meeting the definition of ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13334,"accession_number":"0001104659-26-079876","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although filed under Item 5.03 (Amendments to Articles/Bylaws), the substance of this disclosure is a merger transaction. The text explicitly references a \"Forward Merger\" and \"Merger Agreement\" that resulted in TopBuild's Certificate of Formation and LLC Agreement becoming effective, indicating a material change of control or acquisition. The incorporation by reference to Item 2.01 (which covers M\u0026A activity) further confirms this is fundamentally an M\u0026A event, not a routine governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15517,"run_id":13842,"accession_number":"0001104659-26-079876","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"In connection with the TopBuild acquisition, QXO entered into material definitive agreements creating $6.0 billion+ in new direct financial obligations, including a $3.0 billion incremental term loan, $3.0 billion in secured notes, and a $2.0 billion ABL facility, while simultaneously terminating TopBuild's prior credit agreement and purchasing/redeeming substantially all of TopBuild's outstanding senior notes (2029, 2032, and 2034 maturities).","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13329,"accession_number":"0001104659-26-079876","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, with details incorporated by reference from Item 1.01. This structure is typical of debt issuances, M\u0026A financing, or credit facility arrangements. Without access to Item 1.01 content, debt_issuance is the most common event type for Item 2.03 filings; however, if Item 1.01 describes an acquisition or merger, the primary event may be ma_activity instead.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""},{"id":13335,"accession_number":"0001104659-26-079876","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"This disclosure describes the purchase, tender offer, and redemption of TopBuild's outstanding debt notes (2029, 2032, and 2034 Senior Notes) in connection with QXO's merger with TopBuild. While the primary action is debt retirement/cancellation rather than issuance of new debt, the filing centers on material changes to the registrant's debt obligations and capital structure. The high percentage of notes purchased (99.54%–99.75%) and the redemption of remaining notes represent a significant financial event affecting the registrant's direct obligations, though the event is more accurately characterized as debt retirement or refinancing than new debt issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15518,"run_id":13842,"accession_number":"0001104659-26-079876","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"TopBuild's common stock (ticker BLD) was delisted from NYSE effective July 1, 2026, following completion of the merger with QXO; NYSE filed Form 25 to initiate deregistration under Section 12(b) of the Exchange Act, and TopBuild intends to file Form 15 to deregister under Section 12(g) and suspend reporting obligations.","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13330,"accession_number":"0001104659-26-079876","item_number":"3.01","item_title":"Notice of Delisting or Failure to","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that NYSE filed a Form 25 notification with the SEC to initiate delisting of TopBuild Shares (ticker BLD) from NYSE and deregistration under Section 12(b) of the Exchange Act, with trading suspended effective July 1, 2026. This is a definitive delisting event triggered by completion of a merger, not merely a risk or notice of non-compliance. The company intends to file Form 15 to deregister under Section 12(g) and suspend reporting obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15519,"run_id":13842,"accession_number":"0001104659-26-079876","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Joseph M. Viselli, a named executive officer of TopBuild, voluntarily resigned from his employment on June 30, 2026, following his retirement, and received severance compensation of $894,539 in cash.","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":13333,"accession_number":"0001104659-26-079876","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the departure of Joseph M. Viselli, a named executive officer, who \"voluntarily resigned from his employment\" on June 30, 2026, following his retirement as previously disclosed. While the section also mentions severance compensation ($894,539 cash payment), the principal disclosed action is Viselli's departure. The filing also references a broader merger-related departure of all TopBuild directors and executive officers, but the specific named transaction involves Viselli's resignation and associated severance arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":13326,"accession_number":"0001104659-26-079876","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses entry into multiple material definitive agreements upon consummation of a merger between TopBuild and QXO Building Products, Inc., including $3.0 billion in incremental term loan financing, $3.0 billion in secured notes, and a $2.0 billion ABL facility. The repeated references to \"upon consummation of the Merger\" and the substantial debt financing arrangements ($6.0 billion+ in new obligations) indicate this is financing documentation directly tied to a material acquisition or merger transaction, which qualifies as ma_activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"},{"id":13327,"accession_number":"0001104659-26-079876","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses termination of TopBuild's credit agreement \"in connection with the consummation of the Merger,\" indicating this is a debt payoff and facility termination that is ancillary to a material acquisition or merger transaction. While Item 1.02 addresses agreement termination, the substance here is the merger closing and the resulting refinancing/debt repayment, which is core M\u0026A activity. The reference to Item 8.01 (Other Events) likely contains the merger details.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"},{"id":13328,"accession_number":"0001104659-26-079876","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of QXO's acquisition of TopBuild on July 1, 2026, pursuant to a Merger Agreement. The filing describes the two-step merger structure (Titanium Merger and Forward Merger), the merger consideration ($505.00 cash or 20.200 QXO shares per TopBuild share, with 91% of shareholders electing cash), and the treatment of TopBuild equity awards. This is a material acquisition completion that would significantly affect a reasonable investor's assessment of QXO's business, financial position, and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"},{"id":13329,"accession_number":"0001104659-26-079876","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, with details incorporated by reference from Item 1.01. This structure is typical of debt issuances, M\u0026A financing, or credit facility arrangements. Without access to Item 1.01 content, debt_issuance is the most common event type for Item 2.03 filings; however, if Item 1.01 describes an acquisition or merger, the primary event may be ma_activity instead.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"},{"id":13330,"accession_number":"0001104659-26-079876","item_number":"3.01","item_title":"Notice of Delisting or Failure to","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that NYSE filed a Form 25 notification with the SEC to initiate delisting of TopBuild Shares (ticker BLD) from NYSE and deregistration under Section 12(b) of the Exchange Act, with trading suspended effective July 1, 2026. This is a definitive delisting event triggered by completion of a merger, not merely a risk or notice of non-compliance. The company intends to file Form 15 to deregister under Section 12(g) and suspend reporting obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"},{"id":13331,"accession_number":"0001104659-26-079876","item_number":"3.03","item_title":"Material Modification to Rights of","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modification to security holder rights arising from the \"Titanium Merger,\" where TopBuild shareholders' rights are extinguished in exchange for merger consideration. This is a merger completion event, which constitutes material acquisition activity. The disclosure references Items 2.01 and 5.03 (which typically cover mergers and changes of control), confirming the merger as the principal transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"},{"id":13332,"accession_number":"0001104659-26-079876","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change of control effected through a two-step merger structure on July 1, 2026: Titanium Merger Sub merged into TopBuild (with TopBuild surviving as a QXO subsidiary), followed immediately by TopBuild's merger into Forward Merger Sub (with Forward Merger Sub surviving as a QXO subsidiary). This is a material acquisition/merger transaction that fundamentally alters the registrant's control and structure, meeting the definition of ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"},{"id":13333,"accession_number":"0001104659-26-079876","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the departure of Joseph M. Viselli, a named executive officer, who \"voluntarily resigned from his employment\" on June 30, 2026, following his retirement as previously disclosed. While the section also mentions severance compensation ($894,539 cash payment), the principal disclosed action is Viselli's departure. The filing also references a broader merger-related departure of all TopBuild directors and executive officers, but the specific named transaction involves Viselli's resignation and associated severance arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"},{"id":13334,"accession_number":"0001104659-26-079876","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although filed under Item 5.03 (Amendments to Articles/Bylaws), the substance of this disclosure is a merger transaction. The text explicitly references a \"Forward Merger\" and \"Merger Agreement\" that resulted in TopBuild's Certificate of Formation and LLC Agreement becoming effective, indicating a material change of control or acquisition. The incorporation by reference to Item 2.01 (which covers M\u0026A activity) further confirms this is fundamentally an M\u0026A event, not a routine governance amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"},{"id":13335,"accession_number":"0001104659-26-079876","item_number":"8.01","item_title":"Other Events.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"This disclosure describes the purchase, tender offer, and redemption of TopBuild's outstanding debt notes (2029, 2032, and 2034 Senior Notes) in connection with QXO's merger with TopBuild. While the primary action is debt retirement/cancellation rather than issuance of new debt, the filing centers on material changes to the registrant's debt obligations and capital structure. The high percentage of notes purchased (99.54%–99.75%) and the redemption of remaining notes represent a significant financial event affecting the registrant's direct obligations, though the event is more accurately characterized as debt retirement or refinancing than new debt issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-02T00:01:08.574923+00:00","company_name":"QXO Insulation, LLC","ticker":"BLD","filing_date":"2026-07-01"}]}