QXO faces stockholder lawsuit ahead of TopBuild merger vote

QXO, Inc. (NASDAQ: QXO) has disclosed a stockholder lawsuit filed in the Delaware Court of Chancery challenging the company's planned merger with TopBuild Corp., with shareholder votes on the transaction scheduled for June 29, 2026.

The complaint, styled Thompson v. QXO, Inc. et al. (Case No. 2026-0757, filed June 8, 2026), was brought by a purported QXO stockholder against members of QXO's board of directors, with QXO named as a nominal defendant. The suit alleges the board breached its fiduciary duties by failing to disclose material information needed for stockholders to make an informed vote on the merger. The plaintiff seeks to block the merger from closing unless defendants fulfill their fiduciary obligations, class certification, and attorneys' fees.

QXO and TopBuild also received demand letters from purported stockholders of both companies alleging omissions or misstatements in the joint proxy statement/prospectus filed with the Securities and Exchange Commission on May 29, 2026, and requesting corrective disclosures before the special meetings.

Both companies denied the proxy materials were deficient and denied all allegations in the complaint and demand letters. To avoid potential delays to the merger and to reduce litigation costs, QXO and TopBuild said they voluntarily filed supplemental disclosures via a Current Report on Form 8-K, while stating the supplemental disclosures should not be interpreted as an admission of legal necessity or materiality.

Under the merger agreement announced April 18, 2026, TopBuild would become a wholly owned subsidiary of QXO through a two-step merger process. QXO's registration statement on Form S-4 was declared effective by the SEC on May 29, 2026.

QXO said it does not plan to announce additional similar complaints or demand letters unless required by law.

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