New York, June 30, 2026, 12:05 PM (EDT) — QXO, Inc. (NYSE: QXO) saw its shares decline sharply by late Tuesday morning, reversing earlier gains as the market absorbed the implications of the final election results in its acquisition of TopBuild Corp. (NYSE: BLD). The stock fell 3.5% to $17.19 around 11:50 a.m. EDT, after touching a session high of $19.50, as attention shifted from deal approval risks to a significant share supply overhang.
TopBuild shares also declined 3.5% to $347.35. The building-products peer Builders FirstSource, Inc. (NYSE: BLDR) edged down 0.6%, while the broader market, as measured by the SPDR S&P 500 ETF Trust (NYSEARCA: SPY), rose 0.6% to $745.45.
Cash Election Oversubscription Triggers Proration
QXO and TopBuild announced that holders representing approximately 91.0% of TopBuild shares elected to receive cash in the merger. Because the cash component was oversubscribed, proration was applied: those shareholders will receive about $249.71 in cash plus 10.211 QXO shares per TopBuild share. Holders representing only 1.4% elected to receive all stock, while 7.6% made no valid election and are deemed to have elected stock. The companies still expect the deal to close on or about July 1.
The market reaction was most evident in TopBuild's price. The all-stock consideration of 20.200 QXO shares was worth approximately $347.24 at QXO's late-morning price, nearly identical to TopBuild's market price. Meanwhile, the prorated package for cash electors was valued at about $425.24, reflecting the cash component plus the stock portion.
Massive Share Supply Weighs on QXO
Using TopBuild's 28,142,161 shares outstanding as of April 24, the election mix implies roughly 312.7 million new QXO shares will be issued to TopBuild holders. Of those, about 261.5 million shares go to holders who originally requested cash. That block represents about 43% of QXO's 725.3 million common shares outstanding as of May 26 and is more than 13 times QXO's late-morning trading volume. This flood of new supply is a key factor behind the stock's decline.
On the debt side, QXO's merger subsidiary received valid tenders for $497.7 million of TopBuild's 4.125% senior notes due 2032 (99.54% of that issue) and $748.1 million of 5.625% senior notes due 2034 (99.75%). Settlement is expected July 1, tied to the TopBuild close.
Shareholder Approvals Secured
QXO shareholders overwhelmingly approved the share issuance, with 724,999,647 votes in favor versus 1,005,727 against. They also approved a charter amendment to increase authorized common shares to 4 billion from 2 billion. TopBuild holders approved the merger with about 78% of votes cast, representing roughly 65% of all outstanding shares.
Index Rebalancing Adds Pressure
There is an additional index-related dynamic. S&P Dow Jones Indices announced that Toast Inc. (NYSE: TOST) will replace TopBuild in the S&P MidCap 400 before the open on July 1, the same date QXO targets for closing. This index removal will likely trigger forced selling by index-tracking funds, adding further downward pressure on TopBuild shares and, by extension, QXO.
Strategic Context and Outlook
QXO Chairman and CEO Brad Jacobs described TopBuild as QXO's "most significant acquisition yet," providing "critical mass in the insulation sector." TopBuild CEO Robert Buck said the combination would merge "insulation installation and specialty distribution" with QXO's scale. The companies indicated the transaction would lift combined revenue above $18 billion and adjusted EBITDA above $2 billion.
The deal is central to QXO's roll-up strategy, using its stock as acquisition currency. William Blair analyst Ryan Merkel estimated in January that QXO had $7 billion to $8 billion of firepower and noted, "We continue to believe a lumberyard is the most likely next target." The current share price pressure, however, may complicate future acquisition financing.
