1. DESCRIPTION OF PLAN

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The following description of the TopBuild Corp. (the “Company”, “we”, “our” or “TopBuild”) 401(k) Plan (the “Plan”) provides only general information.  Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

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General.  The Plan is a defined contribution plan covering hourly and salaried employees of the Company’s operating and administrative subsidiaries, not otherwise covered under a collective bargaining agreement.  These eligible employees may participate in the Plan on their date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

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The Plan is administered by the 401(k) Oversight Committee (the “Committee”).  The Committee has overall responsibility for the operation and administration of the Plan.  The Committee, with assistance of an investment manager serving as an ERISA 3(21) co-fiduciary, determines the appropriateness of the Plan’s investment offerings and monitors investment performance.

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TopBuild is listed on the NYSE under the ticker symbol “BLD”.

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Contributions.  Participants may contribute up to 50 percent of their annual compensation, as defined in the Plan. Newly eligible employees are automatically enrolled in the Plan at a deferral rate of three percent of eligible compensation until the employee changes this election or opts out of the Plan. All employees who are eligible to participate under this Plan and who have attained the age of 50 before the close of the Plan year shall be eligible to make catch-up contributions.  Participants may also make rollover contributions representing distributions from individual IRAs, SEPs, 403(b) and 457(b) plans or other employers’ tax-qualified plans.  The Company may make matching contributions in accordance with the provisions of the Plan.  These Company contributions, if applicable, may vary by division or subsidiary and are invested pursuant to the participant’s investment elections. The Company, at its discretion, may make additional contributions to the Plan at an amount equal to a percentage of each participant’s eligible contribution.  No such additional contribution was made in 2025.  Contributions are subject to certain Internal Revenue Service (“IRS”) limitations.  Participants may direct contributions in one percent increments in any of the various investment options.  If no investment elections are made, the automatic contributions are invested in a qualified default investment account until changed by the participant. The investment options include professionally managed mutual funds, a company stock fund, collective trust funds, and a brokerage account which allows participants to buy, sell, or trade most publicly listed common stocks, corporate and government bonds or other investments.  These options vary in their respective strategies, risks and goals.  Participants may change their investment options daily.  

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Participant Accounts.  Each active participant’s account is credited with the participant’s contributions and allocations of (a) the Company’s contributions (if applicable), and (b) investment earnings, as defined in the Plan.  Certain expenses may be incurred by individual participants for special services relating to their accounts.  These costs are charged directly to the individual participant’s account.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

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Vesting and Forfeited Employer Contributions.  Participants are immediately vested in their contributions plus actual earnings thereon.  Vesting conditions for Company contributions may vary by division or subsidiary, but generally, Company matching contributions, plus earnings thereon, are subject to one-year cliff-vesting for employees who started on or after April 1, 2016. Employees hired prior to April 1, 2016 were immediately vested in Company contributions. Participants are also immediately 100 percent vested upon death or disability while employed by the Company, or at retirement.  Any forfeited amounts are used to reduce administrative expenses or Company contributions.  Accumulated forfeitures at December 31, 2025 and 2024, were $650,522 and $686,971, respectively. During the year ended December 31, 2025, the Plan utilized $626,292 of forfeited nonvested accounts to reduce Company contributions.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The Plan’s financial statements and accompanying footnotes and schedules are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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3. FAIR VALUE MEASUREMENT

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The following is a description of the valuation methodologies used for assets measured at fair value:

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TopBuild Stock Fund.  The TopBuild Stock Fund is valued at the closing price reported on the active market on which the security is traded.

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Mutual Funds.  Mutual funds are valued at the daily closing price as reported by the fund.  Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission.  These funds are required to publish their daily NAV and transact at that price.  The mutual funds held by the Plan are deemed to be actively traded.

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Collective Trust Funds.  Collective trust funds are valued based on NAV, as a practical expedient, which approximates fair value as of December 31, 2025 and 2024.  Such basis is determined by reference to the respective fund’s underlying assets, which are primarily marketable equity and fixed income securities.

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Brokerage Accounts.  Participant directed investments could include common stocks, mutual funds, corporate or government bonds, or other investments that are valued on the basis of readily determinable market prices.

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The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.  There have been no changes in the methodologies used during the years ended December 31, 2025 and 2024.

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The following tables set forth by level, within the fair value hierarchy, the Plan’s invested assets measured at fair value and the Plan’s invested assets measured at NAV as of December 31, 2025 and 2024:

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4. INCOME TAX STATUS

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The Plan received a determination letter dated June 30, 2020, in which the Internal Revenue Service stated the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (“IRC”).  Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.  Therefore, no provision for income taxes has been included in the Plan’s financial statements.

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U.S. GAAP requires the Plan’s management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS.  The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 and 2024, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax period in progress.

5. PLAN TERMINATION

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Although the Company has not expressed an intent to do so, the Company has the right at any time to discontinue its contributions and to terminate the Plan, subject to the provisions of ERISA.  At the date of any such termination, all participants would become fully vested in their accounts and the TopBuild Corp. 401(k) Oversight Committee would direct the Trustee to distribute to the participants all assets of the Plan, net of any termination expenses which would be prorated among the participants’ accounts.

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6. RELATED PARTY AND PARTY IN INTEREST TRANSACTIONS

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Certain Plan investments are shares of mutual funds and collective trust funds managed by Fidelity.  Fidelity is also the Trustee as defined by the Plan; therefore, transactions with Fidelity qualify as party-in-interest transactions.  Notes receivable from participants are also considered party-in-interest transactions.  Fees paid to Fidelity during 2025 by TopBuild Corp. on behalf of the Plan totaled $29,865.  

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7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

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The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:

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The following is a reconciliation of certain contributions to the Plan during 2025 per the financial statements to the Form 5500:

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8. SUBSEQUENT EVENTS

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The Plan Sponsor evaluated subsequent events and transactions that occurred after the Statement of Net Assets Available for Benefits date up to the date that the financial statements were issued. Based upon this review, the Plan Sponsor did not identify any subsequent events that would have required adjustment or disclosure in the Plan’s financial statements, except as follows:

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On April 18, 2026, TopBuild entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with QXO, Inc., a Delaware corporation, and certain wholly owned subsidiaries of QXO. Under the terms of the Merger Agreement, at the effective time of the merger of Titanium MergerCo, Inc., a subsidiary of QXO, with and into TopBuild with TopBuild surviving as a wholly owned subsidiary of QXO (the “Titanium Merger effective time”), each share of issued and outstanding common stock of TopBuild (subject to certain exceptions and elections) will be converted into the right to receive one of the following forms of consideration, subject to proration as described in the Merger Agreement: (i) an amount in cash equal to $505.00 or (ii) 20.200 shares of common stock of QXO (the “QXO Transaction”).

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TOPBUILD CORP. 401(k) PLAN

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EIN: 47-3096382

PLAN: 001

DECEMBER 31, 2025

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(*) Indicates a party-in-interest

(**) Historical cost information not required for participant directed investments