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What changed in TopBuild Corp's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of TopBuild Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+315 added290 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-25)

Top changes in TopBuild Corp's 2025 10-K

315 paragraphs added · 290 removed · 126 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAs a result, this helps to reduce our exposure to cyclical swings in our business. Installation We provide insulation installation services nationwide through our Installation segment which has approximately 250 branches located across the United States. 4 Table of Contents Various insulation applications we install include: Fiberglass batts and rolls Blown-in loose fill fiberglass Polyurethane spray foam Blown-in loose fill cellulose In addition to insulation products, which represented 80% of our Installation segment’s sales during the year ended December 31, 2024, we install other building products including, glass and windows, rain gutters, garage doors, closet shelving, and fireplaces, among other items. We handle every stage of the installation process including material procurement supplied by leading manufacturers, project scheduling and logistics, multi-phase professional installation, and installation quality assurance. Our Installation customer base includes national and regional single-family homebuilders, single-family custom builders, multi-family builders, commercial general contractors, remodelers, and individual homeowners. Specialty Distribution We distribute building and mechanical insulation, insulation accessories, rain gutters and other building product materials for the residential and commercial/industrial end markets through our Specialty Distribution business.
Biggest changeWe’ve also increased our exposure to non-cyclical revenue through maintenance and other recurring installation services through acquisitions. Installation Services We provide insulation and commercial roofing services nationwide through our Installation Services segment which has more than 200 branches located throughout the continental United States. 4 Table of Contents Various insulation applications we install for the residential, commercial, and industrial end markets which represent 74% of our Insulation Services segment’s sales during the year ended December 31, 2025, include: Fiberglass batts and rolls Blown-in loose fill fiberglass Polyurethane spray foam Blown-in loose fill cellulose We also provide roofing installation services, re-roofing and maintenance for the commercial and industrial end markets including, but not limited to: Single-ply roofing Built-up roofing systems Metal roofing systems In addition to insulation and roofing products, we install other building products including glass and windows, rain gutters, garage doors, closet shelving, and fireplaces, among other items. We handle every stage of the installation process including material procurement supplied by leading manufacturers, project scheduling and logistics, multi-phase professional installation, and installation quality assurance.
Our operating model, in which individual branches and distribution centers maintain local customer relationships, enables us to develop local, long-tenured relationships with these customers, build local reputations for quality, service and timeliness, and provide specialized products and personalized services tailored to a geographic region or customer.
Our operating model, in which individual branches and distribution centers maintain local customer relationships, enables us to develop long-tenured relationships with these customers, build local reputations for quality, service and timeliness, and provide specialized products and personalized services tailored to a geographic region or customer.
During industry downturns many insulation contractors, who buy directly from manufacturers during industry peaks, return to purchasing through distributors for smaller shipments, less than a full truckload. This tends to drive incremental customers to our Specialty Distribution business, which can help offset a decrease in demand for installation services in our Installation business during market slowdowns.
During industry downturns many insulation contractors, who buy directly from manufacturers during industry peaks, return to purchasing through distributors for smaller shipments, less than a full truckload. This tends to drive incremental customers to our Specialty Distribution business, which can help offset a decrease in demand for installation services in our Installation Services business during market slowdowns.
We recognize that competition for the installation and sale of insulation and other building material products occurs in localized geographic markets across the U.S. and Canada, and, as such, our operating model is based on empowering our geographically diverse branches that develop and maintain local customer relationships.
We recognize that competition for the installation and sale of insulation and other building products occurs in localized geographic markets across the U.S. and Canada, and, as such, our operating model is based on empowering our geographically diverse branches that develop and maintain local customer relationships.
The minimum amount of insulation installed in a new home or commercial project is regulated by various building and energy codes. Our leadership position in both insulation installation and specialty distribution allows us to reach a broader set of customers more effectively.
The minimum amount of insulation installed in a new home or commercial project is regulated by various building and energy codes. Our leadership position in both insulation and specialty distribution allows us to reach a broader set of customers more effectively.
Our customer base consists of thousands of insulation contractors of all sizes serving a wide variety of residential and commercial/industrial industries, gutter contractors, weatherization contractors, other contractors, dealers, metal building erectors, and modular home builders. For further information on our segments, see Item 8. Financial Statements and Supplementary Data Note 8.
Our customer base consists of thousands of insulation and building contractors of all sizes serving a wide variety of residential and commercial/industrial customers, gutter contractors, weatherization contractors, other contractors, dealers, metal building erectors, and modular home builders. For further information on our segments, see Item 8. Financial Statements and Supplementary Data Note 8.
At the same time, our local operations benefit from centralized functions, such as purchasing, information technology, sales support, and accounting and finance, and the resources and scale efficiencies of an installation and distribution business that has a presence across the U.S. and Canada. 6 Table of Contents Unique ability to offset decreases in demand for services with our Specialty Distribution business.
At the same time, our local operations benefit from centralized functions, such as purchasing, information technology, sales support, and accounting and finance, and the resources and scale efficiencies of an installation and distribution business that has a presence across the U.S. and Canada. Unique ability to offset decreases in demand for services with our Specialty Distribution business.
First, the combined buying power of our two business segments, along with our scale, strengthens our ties to the major manufacturers of insulation and other building material products. This enables us to buy competitively and ensures the availability of supply to our local branches and distribution centers. The overall effect drives efficiencies throughout our supply chain.
First, the combined buying power of our two business segments, along with our scale, strengthens our ties to the major manufacturers of insulation, commercial roofing and other building products. This enables us to buy competitively and ensures the availability of supply to our local branches and distribution centers. The overall effect drives efficiencies throughout our supply chain.
Second, being a leader in both installation and specialty distribution allows us to reach a broader set of builders and contractors more effectively, regardless of their size or geographic location in the U.S. and Canada, and leverage housing and commercial/industrial construction growth regardless of location.
Second, being a leader in both installation services and specialty distribution allows us to reach a broader set of builders and contractors more effectively, regardless of their size or geographic location in the U.S. and Canada, and leverage residential, commercial, and industrial construction growth regardless of location.
Our scale and local market presence combined with our various centralized corporate functions and corporate executive management team, enable us to successfully compete as we: 5 Table of Contents Leverage systems, management, and best practice processes across both our Installation and Specialty Distribution businesses; Provide national and regional home builders and commercial/industrial general contractors with broad geographic reach, while maintaining consistent policies and practices that enable reliable, high-quality products and services across many geographies and building sites; Provide designers and installers of mechanical systems for commercial/industrial buildings, technical knowledge and expertise, and value-add fabrication services; Leverage our strong ties to major manufacturers of insulation and other building products to help ensure we are buying competitively, maintaining our supply to our local branches and distribution centers, and driving efficiencies throughout our supply chain; Provide consistent, customized support and geographic coverage to our customers; and Maintain an operating capacity that allows us to ramp-up rapidly, without major incremental investment, to target forecasted growth in housing starts and construction activity in each of our lines of business throughout the U.S. and Canada. Two avenues to reach builders and contractors.
Our scale and local market presence combined with our various centralized corporate functions and corporate executive management team, enable us to successfully compete as we: Leverage systems, management, and best practice processes across both our Installation Services and Specialty Distribution businesses; Provide national and regional home builders and commercial/industrial general contractors with broad geographic reach, while maintaining consistent policies and practices that enable reliable, high-quality products and services across many geographies and building sites; Provide designers and installers of mechanical systems for commercial/industrial buildings, technical knowledge and expertise, and value-add fabrication services; Leverage our strong ties to major manufacturers of insulation, commercial roofing and other building products to help ensure we are buying competitively, maintaining our supply to our local branches and distribution centers, and driving efficiencies throughout our supply chain; Provide consistent, customized support and geographic coverage to our customers; and Maintain an operating capacity and variable cost model that allows us to ramp-up rapidly and adjust our business model, without major incremental investment, to target forecasted growth in housing starts and construction activity in each of our end markets throughout the U.S. and Canada. Two avenues to reach builders and contractors.
Item 1. BUSINES S Overview TopBuild Corp., headquartered in Daytona Beach, Florida, is a leading installer and specialty distributor of insulation and other building material products to the construction industry in the United States and Canada.
Item 1. BUSINES S Overview TopBuild Corp., headquartered in Daytona Beach, Florida, is a leading installer of insulation and commercial roofing and a specialty distributor of insulation and other building products to the construction industry in the United States and Canada.
On July 1, 2015, we began trading on the NYSE under the symbol “BLD.” Segment Overview We operate in two segments: our Installation segment, which accounts for approximately 62% of our sales, and our Specialty Distribution segment, which accounts for approximately 38% of our sales. We believe that having both Installation and Specialty Distribution provides us with a number of distinct competitive advantages.
On July 1, 2015, we began trading on the NYSE under the symbol “BLD.” Segment Overview We operate in two segments: our Installation Services segment, which accounts for approximately 59% of our sales, and our Specialty Distribution segment, which accounts for approximately 41% of our sales. We believe that having both Installation Services and Specialty Distribution provides us with a number of distinct competitive advantages.
In response to previous housing market downturns and to mitigate the cyclicality of residential new home construction, we expanded and enhanced our ability to serve the commercial/industrial construction markets.
In response to previous housing market downturns and to mitigate the cyclicality of residential new home construction, we expanded and enhanced our ability to serve the commercial/industrial construction markets through targeted acquisitions.
Barriers to entry for local competitors are relatively low, increasing the risk that additional competitors will emerge. Our ability to maintain our competitive position depends on several factors including our scale, sales channels, diversified product lines, operational capabilities and strong local presence. Scale.
Barriers to entry for local competitors are relatively low, primarily in the residential end market, increasing the risk that additional competitors will emerge. Our ability to maintain our competitive position depends on several factors including our scale, sales channels, diversified product lines, operational capabilities and strong local presence. Scale.
Segment Information. Demand for Our Products and Services Demand for our insulation products and services is driven by new single-family residential and multi-family home construction, commercial/industrial construction, residential remodel and repair activity, commercial/industrial maintenance and repair, and the growing need for more energy efficient homes, commercial structures, and industrial plants.
Segment Information. Demand for Our Products and Services Demand for our insulation and commercial roofing services and other building products distribution is driven by new single-family residential and multi-family home construction, commercial/industrial construction, residential remodel and repair activity, commercial/industrial maintenance and repair, and the growing need for more energy efficient homes, commercial structures, and industrial buildings.
At the same time, our dispersed branches benefit from centralized functions such as purchasing, information technology, sales and marketing support, and accounting and finance. Competitive Advantages The market for the distribution and installation of building product materials is highly fragmented and competitive.
At the same time, our dispersed branches benefit from centralized functions such as purchasing, information technology, sales and marketing support, and accounting and finance. 5 Table of Contents Competitive Advantages The market for the distribution and installation of building materials including commercial roofing is highly fragmented and competitive.
Within our geographic footprint, we provide products and services to each major construction line of business in the U.S. and provide commercial/industrial products in Canada.
Within our geographic footprint, we provide products and services to each major construction end market in the U.S. and provide commercial/industrial products in Canada.
Insulation and insulation accessories, primarily fiberglass and spray foam, comprise approximately 89% of our Specialty Distribution sales. We have approximately 170 distribution centers across the United States and 20 distribution centers in Canada.
Insulation and insulation accessories, primarily fiberglass and spray foam, comprise approximately 88% of our Specialty Distribution sales. We have more than 250 distribution centers across the United States and Canada.
Third, during housing industry downturns, many insulation contractors who buy directly from manufacturers during industry peaks return to purchasing through specialty distributors.
Third, during housing industry downturns, many insulation contractors who buy directly from manufacturers during industry peaks return to purchasing through specialty distributors. This helps to reduce our exposure to cyclical swings in our business.
We believe that our leadership position in both installation and specialty distribution businesses helps to reduce exposure to cyclical swings in our lines of business. Strong cash flow and favorable working capital fund organic growth. Over the last several years, we have reduced fixed costs and improved our labor utilization.
We believe that our leadership position in both Installation Services and Specialty Distribution businesses helps to reduce exposure to cyclical swings in our lines of business. In addition, we’ve increased our exposure to non-cyclical revenue through maintenance and other recurring installation services. Strong cash flow and favorable working capital fund organic growth.
We believe that having both installation and specialty distribution businesses provides many advantages to reaching our customers. Our Installation business customer base includes builders of all sizes. Our branches go to market with the local brands that regional and custom builders recognize and value, and our national footprint is appealing to large builders who value consistency across a broad geography.
Our branches go to market with the local brands that regional and custom builders recognize and value, and our national footprint is appealing to large builders who value consistency across a broad geography.
Although commercial/industrial construction is affected by many of the same macroeconomic and local economic factors that drive residential new construction, commercial/industrial construction has historically followed different cycles than residential new construction. Strong local presence. Competition for the installation and sale of insulation and other building material products to builders occurs in localized geographic markets throughout the U.S. and Canada.
Although commercial/industrial construction is affected by many of the same macroeconomic and local economic factors that drive residential new construction, commercial/industrial construction has historically followed different cycles than residential new construction. 6 Table of Contents Strong local presence.
Builders and contractors in each local market have the ability to choose among several insulation installers and specialty distributors they value their projects, and for local relationships, quality, and timeliness. Our Installation branches are locally branded businesses that are recognized within the communities in which they operate.
Competition for the installation and sale of insulation and other building products to builders occurs in localized geographic markets throughout the U.S. and Canada. Builders and contractors in each local market have the ability to choose among several insulation and commercial roofing installers and specialty distributors to value their projects, and for local relationships, quality, and timeliness.
As a result, we can achieve profitability at lower levels of demand as compared to historical periods. For further discussion on our cash flows and liquidity, see
We are able to take advantage of economies of scale due to the size of our business and combined purchasing power. We have a strong track record for our ability to reduce fixed costs and quickly adjust our business model to achieve profitability at lower levels of demand. For further discussion on our cash flows and liquidity, see Item 7.
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We believe that being a leader in both installation and specialty distribution allows us to more effectively reach a broader set of builder customers and contractors, regardless of their size or geographic location within the U.S. and Canada, and leverage new construction housing, and commercial/industrial growth, wherever it occurs. ​ Diversified lines of business.
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With our recent expansion into commercial roofing, we have the opportunity to provide additional services after the initial installation is completed. ​ Our Installation Services customer base includes national and regional single-family homebuilders, single-family custom builders, multi-family builders, commercial and industrial general building contractors, school districts, municipalities, remodelers, and individual homeowners. ​ Specialty Distribution ​ We distribute building and mechanical insulation, insulation accessories, rain gutters and other building product materials for the residential and commercial/industrial end markets through our Specialty Distribution business.
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We believe that having both installation services and specialty distribution businesses provides many advantages to reaching our customers. Our Installation Services business customer base includes builders and contractors of all sizes as well as municipalities and school districts.
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With our expansion into commercial roofing, we are able to offer full building envelope solutions to large commercial and industrial builders, which we believe provides a unique value to our customers. ​ Diversified lines of business.
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Our insulation and building product installation branches are locally branded businesses that are recognized within the communities in which they operate. Our commercial roofing installation branches have strong relationships with general contractors and service their customers throughout the U.S., wherever new construction or re-roofing and maintenance is needed.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources . ​ Major Customers ​ We have a diversified portfolio of customers. Our top customer accounted for approximately 3.1 percent of our total revenues for the year ended December 31, 2025.
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Our top ten customers accounted for approximately 10.6 percent of our total sales in 2025. ​ Suppliers ​ Our businesses depend on our ability to obtain an adequate supply of high-quality products and components from manufacturers and other suppliers.
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We source the majority of our fiberglass building products from four primary U.S.-based residential fiberglass insulation manufacturers: CertainTeed, Johns Manville, Knauf, and Owens Corning.
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Failure by our suppliers to provide us with an adequate supply of high-quality products on commercially reasonable terms, or to comply with applicable legal requirements, could have a material, adverse effect on our financial condition or operating results. We have positive relationships with our suppliers and work diligently with them to ensure the quality of materials.
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Our current business model with material suppliers affords us flexibility in maximizing material purchasing, which is often driven by region, demand, supply, and pricing, without the constraints of exclusivity agreements. ​ 7 ​ Table of Contents Human Capital ​ As a leading installer of insulation and commercial roofing and a specialty distributor of insulation and related building material products to the construction industry in the U.S. and Canada, our performance relies heavily on human capital and relationships with customers and suppliers.
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Accordingly, our success depends on our ability to attract, develop, protect, reward and retain our employees.
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To support these objectives, we have designed and implemented a human capital management program that fosters a culture of belonging, collaboration, support, and innovation where every voice is welcome, heard, and respected. ​ Employee Recruiting & Retention ​ As of December 31, 2025, we had 14,707 total employees (excluding contingent workers), of which 6,744 were insulation installers. 596 of our employees were covered by 40 collective bargaining agreements that expire on various dates through 2029.
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We believe that our relationships with our union partners are good. ​ To attract and retain experienced employees, we offer a supportive and engaging workplace as well as competitive compensation, benefits, and development programs to all our employees.
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Our benefits and development programs are designed to meet the needs of a diverse employee workforce and include tuition reimbursement, matching 401(k) contributions, multiple health plan options, career growth and professional development opportunities and tools, and paid time off. ​ We take proactive steps to find quality sources of construction and distribution labor, and our Friends and Family Referral Program remains a key source for recruiting and retaining insulation installers.
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This program has been very successful since its launch in 2020, and in 2025 led to the hiring and retention of 580 insulation installers.
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In addition, we hire directly from the local communities in which our branches operate, and we partner with organizations that help source talent with diverse backgrounds, including organizations in support of veterans, refugees, and trade school students and graduates.
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In 2025, TopBuild was designated a Military Friendly® employer at the Silver award level. ​ Voluntary turnover across all employee categories in 2025 was 22%, which is an improvement from our 2024 turnover rate of 24.7% .
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We attribute our ability to retain employees to our company culture, competitive pay and benefits, and providing employees with meaningful work and a sense of belonging and purpose. ​ Employee Development ​ To build a pipeline of leadership talent, we recruit internally and externally into our Manager in Training (MIT) program, which is designed to foster the development of participants into leaders across our Company.
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The program lasts an average of 16-18 months and participants are supported by our senior leadership team as they are immersed in all aspects of our operations and directly serve and support our customers and suppliers. Upon completion, successful participants are regularly promoted into branch leadership roles within our Company.
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Participants enter the MIT program on a rolling basis, and we ended 2025 with 22 participants in the program. ​ In 2025, our Leadership Academy continued to grow, with nearly 100 graduates since the program’s inception. The program features two key leadership courses: Foundations of Leadership and Advanced Leadership Principles.
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Participants are nominated by the Company’s senior leaders and take part in a 6-month program teaching managerial and leadership skills.
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The Leadership Academy aligns with TopBuild’s core values and leadership expectations and is designed to promote both personal and organizational growth. ​ Workforce Diversification ​ As of December 31, 2025, our employees self-identified as 43.9% Hispanic, 37.1% White, 7.9% Black, 3.9% Other or Multi Race, and 7.2% Undisclosed.
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Our employees represent a higher racial diversification than both the construction industry average and the total U.S. workforce, as reported by the Bureau of Labor Statistics (December 2025).
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In addition, our workforce self-identifying as female as of December 31, 2025, was 12.7%, which is higher than the U.S. construction industry female workforce of 12.0% as reported by the Bureau of Labor Statistics (December 2025).
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Our corporate leadership team (managers and above) self-identified as approximately 36.5% female, and of all leaders (managers and above) 28.8% identify as non-white or undisclosed. 8 ​ Table of Contents *Sums to greater than or less than 100% due to multi-racial reporting. ​ We acknowledge and are committed to respecting and upholding the human rights and dignity of all individuals within our operations.
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We have adopted a company-wide Human Rights policy, which is designed to promote a workplace that values and respects the contributions and perspectives of all employees from a variety of backgrounds, skills, and experiences.
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Company policies, including the Human Rights Policy, are published in the Sustainability section of our website. ​ Safety ​ We prioritize a culture of safety that innovates better and safer ways to work, emphasizes best practices, and rewards ongoing improvement in our safety performance.
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We believe our focus on safety is a key differentiator in our industry, and it is an important indicator in how we measure our Company’s success. ​ To achieve continuous improvement in safety, we provide our employees with ongoing safety training, information, and programs. Training commences upon employee onboarding and continues with regular sessions delivered throughout the year.
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All new hires must complete our standard safety curriculum, and we require a minimum number of annual training hours thereafter. We provide training sessions in-person, online or on-demand, with specific training assigned by job and work scope.
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All safety training programs are available in the employee’s preferred language and attending employees are evaluated for understanding through written, verbal, and skill-based assessments.
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During 2025, we assigned each of our employees an average of 14.5 hours of safety training. ​ To align our workforce with our safety goals, a portion of our annual incentive compensation for all eligible employees, including our senior leadership, is tied to our safety performance.
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While we ultimately strive to have zero incidents, we set an aggressive annual target based on prior year performance as compared against industry average at the company level and for each business segment.
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Further, our regional Safety Managers audit field locations and our Branch Support Center to assess compliance with our policies and procedures. ​ We closely monitor injury trends and conduct extensive research to better understand and improve our safety performance.
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In 2025, our company-wide injury rate was 1.91 and our lost time case rate was 0.76, each of which is significantly below the industry average of 2.9 and 1.2, respectively, as reported by the Bureau of Labor and Statistics for NAICS 23831 (2024).
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Our incident rates do not include the impact of acquired companies in the year of acquisition. ​ 9 ​ Table of Contents Community Involvement ​ TopBuild remains deeply committed to making a positive impact on the communities where our employees live and work.
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Through long-standing partnerships and employee-driven initiatives, we support programs that deliver meaningful and lasting improvements in these communities: ​ Habitat for Humanity : Our 2025 Habitat for Humanity Golf Tournament was our most successful to date, raising a total of $1.0 million.
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Since 2016, TopBuild and its supplier partners have contributed nearly $6.0 million to support Habitat for Humanity’s mission of providing families with safe, affordable housing. In addition to financial donations, our employees donate building materials, volunteer on job sites, and participate in home dedication ceremonies.
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Together with Habitat, we are helping families build stability and opportunity, one home at a time. ​ NASCAR Foundation : In 2025, TopBuild served as a primary sponsor of the Foundation’s Speedy Bear Brigade initiative, which delivered 5,000 teddy bears, comfort items, and personalized ‘Get Well Soon’ cards to pediatric patients nationwide, bringing encouragement and comfort during hospital stays. ​ Payit4ward : Continuing our support of education and youth development, TopBuild remained a Diamond level partner of Payit4ward.
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In 2025, we sponsored Payit4ward’s 8th annual summer Back to School Event by donating backpacks and sneakers, and our employees joined community volunteers to fill each backpack with essential school supplies, helping thousands of underserved children begin the school year confident and prepared. ​ Sophie’s Circle : TopBuild employees helped raise $5,000 in 2025 to support Sophie’s Circle in providing food, shelter, and medical care for animals. ​ Salvation Army : In 2025, our employees purchased holiday gifts for 75 children during the Salvation Army’s annual Angel Tree campaign, along with providing financial support to help the Salvation Army offer humanitarian aid to individuals and families in need throughout the year. ​ Employee Engagement ​ Employee feedback and engagement are critical as we continue to foster a positive work environment and employee experience.
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In addition to new-hire and exit surveys, we invite all employees biennially to participate in an engagement survey administered by a third party. The survey took place in 2025 and 70% of our employees responded, and we are proud that our engagement index score was 85.4% (vs. benchmark of 80%).
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This represents positive feedback on questions related to pride in our Company, a sense of accomplishment, and an intent to stay. We shared the results of our survey with our employees, leadership at all levels and locations, and with our Board of Directors.
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While the survey results were positive, we will continue to listen to our employees and prioritize action in areas of improvement identified by the survey respondents. ​ In 2025, TopBuild was certified as a Great Place to Work® for the third consecutive year.
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This two-step certification process includes employee feedback to a third-party survey and a questionnaire about the workforce and culture. We are proud to report that 82% of our surveyed employees say that TopBuild is a great place to work, as compared to 57% of employees at a typical U.S. based company.
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(Source: Great Place To Work® 2021 Global Employee Engagement Study.) ​ TopBuild was also named to Forbes’ America’s Best Companies 2025 inaugural list. This is Forbes’ most comprehensive company ranking, assessing thousands of U.S.-headquartered public companies against more than 60 metrics and 11 primary categories to identify the top 300 companies that excel across the board.
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The measured categories include financial strength, employee and customer sentiment, and workforce stability.
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TopBuild is proud of this recognition of our growth and success. ​ We believe each employee plays an important role in creating a culture of belonging and an environment where we can thrive, and we look forward to celebrating these achievements and working to ensure that TopBuild remains an excellent place to work. 10 ​ Table of Contents ​ Executive Officers ​ Set forth below is information about our executive officers.
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There are no family relationships among any of the officers named below. Robert M.
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Buck, age 56 • Chief Executive Officer and President since January 1, 2021 • President and Chief Operating Officer from June 2015 – December 2020 • Group Vice President of Masco from 2014 – June 2015, responsible for the Installation and Other Services Segment consisting of both Masco Contractor Services and Specialty Distribution • President of Masco Contractor Services from 2009 – 2014 ​ Robert M.
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Kuhns, age 52 • Vice President and Chief Financial Officer since March 2022 • Vice President, Controller from July 2018 – March 2022 • Senior Director, Assistant Corporate Controller of Mohawk Industries, Inc. from July 2015 – July 2018 • Senior Director, International Finance of Mohawk Industries, Inc. from March 2013 – July 2015 ​ John F.
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Achille, age 47 • Vice President and Chief Operating Officer since May 2025 • Executive Vice President, TruTeam from October 2024 – May 2025 • Business Leader, Service Partners from March 2024 – October 2024 • Regional Director, TruTeam from July 2021 – March 2024 • Various operations management and engineering roles in insulation and construction businesses prior to 2021 ​ Luis F.
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Machado, age 63 • Vice President, General Counsel and Corporate Secretary since August 2020 • Vice President, General Counsel and Secretary of CTS Corporation from 2015 – August 2020 • Senior Vice President, Legal, and Assistant Secretary of L Brands, Inc. from 2010 – 2015 ​ Jennifer J.
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Shoffner, age 53 • Chief Human Resources Officer since August 2020 • Vice President, Talent Management from February 2020 – August 2020 • Vice President, Human Resources of Liberty Hardware, a Masco Company, from 2006 – 2011 and 2013 – January 2020 ​ Joseph M.
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Viselli, age 58 • Vice President and Chief Growth Officer since October 2024 • Vice President and Chief Operating Officer from October 2022 – October 2024 • Senior Vice President and General Manager of Distribution International from June 2020 – October 2022 • Senior Vice President and General Manager of Silvercote from June 2019 – October 2022 • General Manager of Silvercote and Senior Vice President of Knauf Insulation from February 2017 – June 2019 ​ Steven P.
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Raia, age 70 • President, TopBuild Special Operations and Executive Adviser since January 2024 • President, TruTeam Operations from March 2019 – January 2024 • Senior Vice President of Operations, from November 2015 – March 2019 • Various operations management and roles in insulation businesses prior to 2015 ​ Legislation and Regulation ​ We are subject to various federal, state, provincial, and local laws and regulations, particularly those pertaining to health and safety (including protection of employees and consumers), labor standards/regulations, building codes, contractor licensing, environmental matters, data privacy, and cybersecurity.
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In addition to complying with current 11 ​ Table of Contents requirements and preparing for upcoming requirements, even more stringent requirements could be imposed on our industries by government authorities. Additionally, some of our products and services require certification by industry or other organizations.
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Maintaining compliance with potentially changing legal requirements and industry standards may require us to alter our specialty distribution and installation processes and our sourcing, which could adversely impact our business.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we experience problems with our information technology systems, we could experience, among other things, delays in receiving customer orders, placing orders with suppliers, and scheduling production, installation services, deliveries, shipments, invoicing, or collections. A substantial disruption in our information technology systems could have an adverse impact on revenue, harm our reputation, and cause us to incur legal liability and costs, which could be significant, to address and remediate such events and related security and operational issues. In addition, we could be adversely affected if any of our significant customers or suppliers experience any similar events that disrupt their respective business operations or damage their reputations. In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation. In addition to the disruptions that may occur from interruptions in our information technology systems, cybersecurity threats and sophisticated and targeted cyberattacks pose a risk to our information technology systems.
Biggest changeFurthermore, delays or challenges in integrating acquired companies into our information technology and cybersecurity platforms may heighten our exposure to cyber threats, including data breaches, operational interruptions, and compliance risks, any of which could materially and adversely impact our business, financial condition, and results of operations. In the event of a cyber incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation. In addition to possible disruptions from interruptions in our information technology systems, we face risks from cyber threats and targeted cyberattacks.
In addition, our Specialty Distribution customers could expand their on-site fabrication and customization activities, negatively impacting demand for our value added fabrication services. New product innovations or new product introductions could negatively impact our business. New product innovations or new product introductions could negatively impact demand for the products we install and distribute. 13 Table of Contents Issues with product quality or performance could negatively impact our business. Our business depends on high-quality products from manufacturers and other suppliers, and issues with the quality or performance of such products could negatively impact our business.
In addition, our Specialty Distribution customers could expand their on-site fabrication and customization activities, negatively impacting demand for our value added fabrication services. 13 Table of Contents New product innovations or new product introductions could negatively impact our business. New product innovations or new product introductions could negatively impact demand for the products we install and distribute. Issues with product quality or performance could negatively impact our business. Our business depends on high-quality products from manufacturers and other suppliers, and issues with the quality or performance of such products could negatively impact our business.
In addition, our past acquisitions’ results, and any future acquisitions could result in the incurrence of additional debt and related interest expense, contingent liabilities, and amortization expenses related to intangible assets, which could have a material adverse effect on our financial condition, operating results, and cash flow. We may not be able to achieve the benefits that we expect to realize as a result of future acquisitions.
In addition, our past acquisitions’ results, and any future acquisitions could result in the incurrence of additional debt and related interest expense, contingent liabilities, and amortization expenses related to intangible assets, which could have a material adverse effect on our financial condition, operating results, and cash flow. We may not be able to achieve the benefits that we expect to realize as a result of acquisitions.
Each of these risks could negatively affect our business, results of operations, liquidity, and financial condition. Compliance with and changes in tax laws could adversely affect our performance. We are subject to extensive tax liabilities imposed by multiple jurisdictions including income taxes; indirect taxes which include excise and duty, sales and use, and gross receipts taxes; payroll taxes; franchise taxes; withholding taxes; and ad valorem taxes.
Each of these risks could negatively affect our business, results of operations, liquidity, and financial condition. Compliance with and changes in tax laws could adversely affect our performance. We are subject to extensive tax liabilities imposed by multiple jurisdictions including income taxes, payroll taxes, franchise taxes, withholding taxes, ad valorem taxes, and indirect taxes which include excise and duty, sales and use, and gross receipts taxes.
Failure to achieve such benefits could have an adverse effect on our financial condition and results of operations. We may not be able to realize anticipated cost savings, revenue enhancements, or other synergies from future acquisitions, either in the amount or within the time frame that we expect.
Failure to achieve such benefits could have an adverse effect on our financial condition and results of operations. We may not be able to realize anticipated cost savings, revenue enhancements, or other synergies from acquisitions, either in the amount or within the time frame that we expect.
The process of integrating acquired businesses, may expose us to operational challenges and risks, including, but not limited to: the ability to profitably manage acquired businesses or successfully integrate the acquired business’ operations, financial reporting, and accounting control systems into our business; the expense of integrating acquired businesses; increased indebtedness; the loss of installers, suppliers, customers or other significant business partners of acquired businesses; potential impairment of goodwill and other intangible assets; risks associated with the internal controls and accounting policies of acquired businesses; diversion of management’s attention due to the increase in the size of our business; 16 Table of Contents the ability to fund cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal or external difficulties; the availability of funding sufficient to meet increased capital needs; difficulties in the assimilation of different corporate cultures and business practices; the inability to retain vital employees or hire qualified personnel required for expanded operations; failure to identify all known and contingent liabilities during due diligence investigations; and the insufficiency of indemnification granted to us by sellers of acquired companies. Failure to successfully integrate any acquired business may result in reduced levels of revenue, earnings, or operating efficiency than might have been achieved if we had not acquired such business.
The process of integrating acquired businesses, may expose us to operational challenges and risks, including, but not limited to: the ability to profitably manage acquired businesses or successfully integrate the acquired business’ operations, financial reporting, and accounting control systems into our business; the expense of integrating acquired businesses; increased indebtedness; the loss of employees, suppliers, customers or other significant business partners of acquired businesses; potential impairment of goodwill and other intangible assets; risks associated with the internal controls and accounting policies of acquired businesses; diversion of management’s attention due to the increase in the size of our business; the ability to fund cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal or external difficulties; the availability of funding sufficient to meet increased capital needs; difficulties in the assimilation of different corporate cultures and business practices; the inability to retain vital employees or hire qualified personnel required for expanded operations; failure to identify all known and contingent liabilities during due diligence investigations; and the insufficiency of indemnification granted to us by sellers of acquired companies. Failure to successfully integrate any acquired business may result in reduced levels of revenue, earnings, or operating efficiency than might have been achieved if we had not acquired such business.
We may be unable to make accretive acquisitions or realize expected benefits of any acquisitions for any number of reasons including, but not limited to: failure to identify attractive targets in the marketplace; increased competition for attractive targets; incorrect assumptions regarding the future results of acquired operations or assets, expected cost reductions, or other synergies expected to be realized as a result of acquiring operations or assets; failure to obtain acceptable financing or required clearance or approvals; or restrictions in our debt agreements. Acquisition integrations involve risks that could negatively affect our operating results, cash flows, and liquidity. Our ability to successfully implement our business plan and achieve targeted financial results is dependent on our ability to successfully integrate acquired businesses.
We may be unable to make accretive acquisitions or realize expected benefits of any acquisitions for any number of reasons including, but not limited to: failure to identify attractive targets in the marketplace; increased competition for attractive targets; 16 Table of Contents incorrect assumptions regarding the future results of acquired operations or assets, expected cost reductions, or other synergies expected to be realized as a result of acquiring operations or assets; failure to obtain acceptable financing or required clearance or approvals; or restrictions in our debt agreements. Acquisition integrations involve risks that could negatively affect our operating results, cash flows, and liquidity. Our ability to successfully implement our business plan and achieve targeted financial results is dependent on our ability to successfully integrate acquired businesses.
Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties. Risks Relating to Our Common Stock The price of our common stock may fluctuate substantially, and the value of your investment may decline. The market price of our common stock could fluctuate significantly due to a number of factors, many of which are beyond our control, including: fluctuations in our quarterly or annual earnings results, or those of other companies in our industry; failures of our operating results to meet our published guidance, the estimates of securities analysts or the expectations of our shareholders, or changes by securities analysts in their estimates of our future earnings; announcements by us or our customers, suppliers, or competitors; changes in laws or regulations which adversely affect our industry or us; changes in accounting standards, policies, guidance, interpretations, or principles; general economic, industry, and stock market conditions; future sales of our common stock by our shareholders; future issuances of our common stock by us; and other factors described in these “Risk Factors” and elsewhere in this Annual Report. 23 Table of Contents Provisions in our certificate of incorporation and bylaws, and certain provisions of Delaware law, could delay or prevent a change in control. The existence of some provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay, or prevent a change in control that a shareholder may consider favorable.
Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties. Risks Relating to Our Common Stock The price of our common stock may fluctuate substantially, and the value of your investment may decline. The market price of our common stock could fluctuate significantly due to any number of factors, many of which are beyond our control, including: fluctuations in our quarterly or annual earnings results, or those of other companies in our industries; failures of our operating results to meet our published guidance, the estimates of securities analysts or the expectations of our shareholders, or changes by securities analysts in their estimates of our future earnings; announcements by us or our customers, suppliers, or competitors; changes in laws or regulations which adversely affect our industry or us; changes in accounting standards, policies, guidance, interpretations, or principles; general economic, industry, and stock market conditions; future sales of our common stock by our shareholders; future issuances of our common stock by us; and other factors described in these “Risk Factors” and elsewhere in this Annual Report. 24 Table of Contents Provisions in our certificate of incorporation and bylaws, and certain provisions of Delaware law, could delay or prevent a change in control. The existence of some provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay, or prevent a change in control that a shareholder may consider favorable.
If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations. Our existing term loan, revolving credit facility and the indentures governing our senior notes limit, and any future credit facility or other indebtedness we enter into may limit our ability to, among other things: incur or guarantee additional debt; make distributions or dividends on, or redeem or repurchase shares of our common stock; make certain investments, acquisitions, or other restricted payments; incur certain liens or permit them to exist; acquire, merge, or consolidate with another company; and transfer, sell, or otherwise dispose of substantially all of our assets. Our revolving credit facility contains, and any future credit facility or other debt instrument we may enter into will also likely contain, covenants requiring us to maintain certain financial ratios and meet certain tests, such as an interest coverage ratio, a leverage ratio, and a minimum test.
If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations. Our existing term loan, revolving credit facility and the indentures governing our senior notes limit, and any future credit facility or other indebtedness we enter into may limit our ability to, among other things: incur or guarantee additional debt; make distributions or dividends on, or redeem or repurchase shares of our common stock; make certain investments, acquisitions, or otherwise restrict payments; incur certain liens or permit them to exist; acquire, merge, or consolidate with another company; and transfer, sell, or otherwise dispose of substantially all, or a material portion of our assets. Our revolving credit facility contains, and any future credit facility or other debt instrument we may enter into will also likely contain, covenants requiring us to maintain certain financial ratios and meet certain tests, such as an interest coverage ratio and a leverage ratio.
Long-Term Debt. 22 Table of Contents Adverse credit ratings could increase our costs of borrowing money and limit our access to capital markets and commercial credit. Moody’s Investor Service and Standard & Poor’s routinely evaluate our credit ratings related to our senior notes.
Long-Term Debt. 23 Table of Contents Adverse credit ratings could increase our costs of borrowing money and limit our access to capital markets and commercial credit. Moody’s Investor Service and Standard & Poor’s routinely evaluate our credit ratings related to our senior notes.
In addition to complying with current requirements, even more stringent requirements could be imposed in the future by the Securities and Exchange Commission and other governmental authorities, or by the states and provinces in which we operate.
In addition to complying with current requirements, even more stringent requirements could be imposed in the future by the Securities and Exchange Commission and other government authorities, or by the states and provinces in which we operate.
If we do not effectively and timely comply with such regulations and industry standards, our results of operations could be negatively affected, and we could become subject to substantial penalties or other legal liability. 18 Table of Contents We are subject to environmental regulation and potential exposure to environmental liabilities. We are subject to various federal, state, provincial, and local environmental laws and regulations.
If we do not effectively and timely comply with such regulations and industry standards, our results of operations could be negatively affected, and we could become subject to substantial penalties or other legal liabilities. We are subject to environmental regulation and potential exposure to environmental liabilities. We are subject to various federal, state, provincial, and local environmental laws and regulations.
Any widespread disruption to our facilities resulting from a natural disaster, an act of terrorism, or any other cause could materially impair our ability to provide installation and/or distribution services for our customers. We are subject to competitive pricing pressure from our customers. Residential homebuilders historically have exerted significant pressure on their outside suppliers to keep prices low in the highly fragmented building products and materials supply and services industry.
In addition, any significant disruption to our facilities resulting from a natural disaster, act of terrorism, or other causes could materially impair our ability to provide installation and distribution services to our customers. We are subject to competitive pricing pressure from our customers. Residential homebuilders historically have exerted significant pressure on their outside suppliers to keep prices low in the highly fragmented building products and materials supply and services industry.
If we cannot obtain adequate capital, we may not be able to fully implement our business strategy and our business, operational results and financial condition could be adversely affected. Our indebtedness and restrictions in our existing credit facility, senior notes or any other indebtedness we may incur in the future, could adversely affect our business, financial condition, results of operations, ability to make distributions to shareholders, and the value of our common stock. Our indebtedness could have significant consequences on our future operations, including but not limited to: making it more difficult for us to meet our payment and other obligations; reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions or strategic investments and other general corporate requirements, and limiting our ability to obtain additional financing for these purposes; subjecting us to increased interest expense related to our indebtedness with variable interest rates, including borrowings under our credit facility; limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to changes in our business, the industry in which we operate and the general economy; and placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged. Any of the above-listed factors could have an adverse effect on our business, financial condition, results of operations, or ability to meet our payment obligations.
Without sufficient capital, we may be unable to fully carry out our business strategy, which could negatively impact our operations, results, and financial condition. Our indebtedness and restrictions in our existing credit facility, senior notes or any other indebtedness we may incur in the future, could adversely affect our business, financial condition, results of operations, ability to make distributions to shareholders, and the value of our common stock. Our indebtedness could have significant consequences on our future operations, including but not limited to: making it more difficult for us to meet our payment and other obligations; reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions or strategic investments and other general corporate requirements, and limiting our ability to obtain additional financing for these purposes; subjecting us to increased interest expense related to our indebtedness with variable interest rates, including borrowings under our credit facility; limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to changes in our business, the industry in which we operate and the general economy; and placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged. Any of the above-listed factors could have an adverse effect on our business, financial condition, results of operations, or ability to meet our payment obligations.
Changes or uncertainty regarding these and similar factors could adversely affect our results of operations and our financial position. We face significant competition, and increased competitive pressure may adversely affect our business, financial condition, results of operations and cash flows. The market for the specialty distribution and installation of building products and materials is highly fragmented and competitive, and barriers to entry are relatively low.
Any changes in, or uncertainty regarding, these or similar factors may adversely affect our operating results and financial position. We face significant competition, and increased competitive pressure may adversely affect our business, financial condition, results of operations and cash flows. The specialty distribution and installation market for building products and materials is highly fragmented and intensely competitive, with relatively low barriers to entry.
Our ability to realize anticipated cost savings, synergies, and revenue enhancements may be affected by a number of factors, including, but not limited to, the following: the use of more cash or other financial resources on integration and implementation activities than we expect; unanticipated increases in expenses unrelated to any future acquisition, which may offset the expected cost savings and other synergies from any future acquisition; our inability to eliminate duplicative back office overhead and redundant selling, general, and administrative functions; and our inability to avoid labor disruptions in connection with the integration of any future acquisition, particularly in connection with any headcount reduction. While we expect future acquisitions to create opportunities to reduce our combined operating costs, these cost savings reflect estimates and assumptions made by our management, and it is possible that our actual results will not reflect these estimates and assumptions within our anticipated timeframe or at all. If we fail to realize anticipated cost savings, synergies, or revenue enhancements, our financial results may be adversely affected, and we may not generate the cash flow from operations that we anticipate. Risks Relating to Legal and Regulatory Matters Because we operate our business through highly dispersed locations across the U.S. and Canada, our operations may be materially adversely affected by inconsistent local practices, and the operating results of individual branches and centers may vary. We operate our business through a network of highly dispersed locations throughout the United States and Canada, supported by executives and services at our Branch Support Center in Daytona Beach, Florida, with local branch management retaining responsibility for day-to-day operations and adherence to applicable local laws.
Our ability to realize anticipated cost savings, synergies, and revenue enhancements may be affected by a number of factors, including, but not limited to, the following: the use of more cash or other financial resources on integration and implementation activities than we expect; unanticipated increases in expenses unrelated to any acquisition, which may offset the expected cost savings and other synergies; our inability to eliminate duplicative back office overhead and redundant selling, general, and administrative functions; and our inability to avoid labor disruptions in connection with the integration of any acquisition, particularly in connection with any headcount reduction While we expect acquisitions to create opportunities to reduce our combined operating costs, these cost savings reflect estimates and assumptions made by our management, and it is possible that our actual results will not reflect these estimates and assumptions within our anticipated timeframe or at all. If we fail to realize anticipated cost savings, synergies, or revenue enhancements, our financial results may be adversely affected, and we may not generate the cash flow from operations that we anticipate. 17 Table of Contents Risks Relating to Legal and Regulatory Matters We operate our business through highly dispersed locations, and as a result our operations may be materially adversely affected by inconsistent local practices, and the operating results of individual branches and centers may vary. We conduct our operations through a network of widely dispersed locations across the United States and Canada, with executive oversight and centralized services provided by our Branch Support Center in Daytona Beach, Florida.
While we are generally indemnified by our manufacturers and suppliers for claims relating to the quality of their products, our business could be negatively impacted by product quality or performance issues, including exposure to legal claims and regulatory proceedings and damage to our reputation. We may not be able to identify new products or new product lines and integrate them into our specialty distribution or installation network, which may impact our ability to compete.
While we are generally indemnified by our manufacturers and suppliers for claims relating to the quality of their products, our business could be negatively impacted by product quality or performance issues, including exposure to warranty claims, legal claims, and regulatory proceedings and damage to our reputation. We may not be able to identify new products or new product lines and integrate them into our specialty distribution or installation network, which may impact our ability to compete. Our business depends, in part, on our ability to identify future products and product lines that complement existing products and product lines and that respond to our customers’ needs.
If we are unable to successfully obtain insurance coverage or enforce our indemnification rights against the former owners regarding such liabilities or claims, or if the former owners are unable to satisfy their obligations for any reason, we could be held liable for such liabilities or claims, which could adversely affect our financial condition and results of operations. Changes in building codes and consumer preferences could affect our ability to market our service offerings and our profitability.
If we are unable to successfully obtain insurance coverage or enforce our indemnification rights against the former owners regarding such liabilities or claims, or if the former owners are unable to satisfy their obligations for any reason, we could be held liable for such liabilities or claims, which could adversely affect our financial condition and results of operations. Changes in building codes and consumer preferences could affect our ability to market our service offerings and our profitability, and our business, results of operations, financial condition, and cash flow could be adversely affected. Our business segments are affected by building codes and shifts in consumer preferences, particularly those emphasizing energy efficiency.
Our supplier purchase prices may depend on our purchasing volume or other arrangements with any given supplier. While we have been able to achieve cost savings through volume purchasing or other arrangements with suppliers in the past, we may not be able to consistently continue to receive advantageous pricing for the products we distribute and install.
While we have been able to achieve cost savings through volume purchasing or other arrangements with suppliers in the past, we may not be able to consistently continue to receive advantageous pricing for the products we distribute and install.
The loss of a large supplier, or a substantial decrease in the availability of products or components from our suppliers for any reason, could disrupt our business and adversely affect our operating results. Our profit margins could decrease due to changes in the costs of the products we install and/or distribute. The principal building products that we install and distribute have been subject to price changes in the past, some of which have been significant.
Accordingly, the loss of a significant supplier, or a material reduction in the availability of products or components from our suppliers for any reason, could materially disrupt our business and have an adverse effect on our operating results. Our profit margins could decrease due to changes in the costs of the products we install and/or distribute. The principal building products that we install and distribute have been subject to price changes in the past, some of which have been significant.
In some instances, our Specialty Distribution business sells products to companies that may compete directly with our installation service business. We also compete with broad line building products distributors, big box retailers, insulation manufacturers, and mechanical insulation fabricators.
In certain instances, our Specialty Distribution business supplies products to companies that may also compete directly with our installation services. Additionally, we face competition from broad-line building products distributors, big box retailers, insulation manufacturers, and mechanical insulation fabricators.
The failure to attract and retain key employees could negatively affect our competitive position and operating results. Our business results also depend upon our branch managers and sales personnel, including those of businesses acquired.
The failure to attract and retain key employees could negatively affect our competitive position and operating results. Our business performance is significantly influenced by the effectiveness of our branch managers and sales personnel, including those from recently acquired businesses.
Volatility in the exchange rates between the foreign currencies and the U.S. dollar could materially harm our business, financial condition, or operating results. 20 Table of Contents Risks Relating to Information Technology and Cybersecurity We rely on information technology systems, and in the event of a disruption or security incident, we could experience problems operating our business and incur substantial costs to address resulting issues. Our operations are dependent upon our information technology systems, including systems run by third-party vendors which we do not control, to operate our business including, but not limited to managing customer orders on a timely basis, coordinating our installation and specialty distribution activities across locations, and managing invoicing.
Volatility in the exchange rates between the foreign currencies and the U.S. dollar could materially harm our business, financial condition, or operating results. 21 Table of Contents Risks Relating to Information Technology and Cybersecurity We rely on information technology systems, and in the event of a disruption or security incident, we could experience problems operating our business and incur substantial costs to address resulting issues. Our business operations rely on information technology systems, including those managed by third-party vendors outside of our direct control, to process customer orders, coordinate installation and specialty distribution activities, and manage invoicing and related functions.
In the event that increased demand leads to higher prices for the products we sell and install, we may have limited ability to pass on price increases in a timely manner, or at all, due to the fragmented and competitive nature of our industry. 19 Table of Contents Our business is seasonal and is susceptible to adverse weather conditions and natural disasters.
Furthermore, if increased demand results in higher prices for the products we sell and install, the fragmented and competitive nature of our industry may limit our ability to pass along these price increases to customers in a timely manner, or at all. Our business is seasonal and is susceptible to adverse weather conditions and natural disasters.
We also may be adversely affected by any natural or man-made disruptions to our facilities. We normally experience stronger sales in our Installation segment and in building insulation sales in our Specialty Distribution segment during the third and fourth calendar quarters, corresponding with the peak season for residential new construction and residential repair/remodel activity.
We also may be adversely affected by any natural or man-made disruptions to our facilities. Our Installation Services segment and building insulation sales within our Specialty Distribution segment typically experience higher sales volumes during the second and third calendar quarters, which align with the peak periods for residential new construction and residential repair and remodel activities.
Our results of operations for individual quarters can be, and have been, hurt by a delay between the time product or material cost increases are implemented and the time we are able to increase prices for our installation or specialty distribution services, if at all.
Our results of operations for individual quarters can be affected by a delay between the time product or material cost increases are implemented and the time we are able to increase prices for our Installation Services or Specialty Distribution services, if at all. Our supplier purchase prices may depend on our purchasing volume or other arrangements with any given supplier.
The commercial and industrial construction markets are affected by macroeconomic and local economic factors including, but not limited to, general economic conditions, cost of financing, credit availability, material costs, labor rates, vacancy and absorption rates, manufacturing capacity and demand, technological advancements, foreign and domestic competition, zoning and building regulations, and import and export activity.
Similarly, the commercial and industrial construction markets are impacted by a range of macroeconomic and local factors, including general economic trends, financing costs, credit availability, material pricing, labor rates, vacancy and absorption rates, manufacturing capacity and demand, technological developments, the competitive landscape (both foreign and domestic), zoning and building code regulations, and import/export activity.
We may experience materially adverse impacts to our business because of any economic recession, slowing in the rate of growth, interest rate changes, or other economic factors negatively affecting affordability of residential housing or commercial construction. An epidemic, pandemic, or similar serious public health issue (such as COVID-19), and the measures undertaken by governmental authorities to address it, may cause business and market disruptions, impacting demand for our services or the products we distribute, our ability to provide services, or our results of operations or financial condition. The spread of highly infectious or contagious diseases (such as COVID-19) could cause quarantines, business shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions, and overall economic and financial market instability, all of which may impact general economic conditions or consumer confidence.
Seasonal fluctuations also affect revenue predictability and workforce utilization, particularly in northern regions of our geographic footprint. 14 Table of Contents An epidemic, pandemic, or similar serious public health issue (such as COVID-19), and the measures undertaken by government authorities to address it, may cause business and market disruptions, impacting demand for our services or the products we distribute, our ability to provide services, or our results of operations or financial condition. The spread of highly infectious or contagious diseases (such as COVID-19) could cause quarantines, business shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions, and overall economic and financial market instability, all of which may impact general economic conditions or consumer confidence.
If we fail to attract qualified labor on favorable terms, we may not be able to meet the demand of our customers, which could adversely impact our business, financial condition, and results of operations. Changes in employment and immigration laws and regulations may adversely affect our business. Various federal and state labor laws and regulations govern the relationship with our employees and impact operating costs.
If we are unable to hire qualified personnel on competitive terms, we may not be able to satisfy customer demand, which could negatively affect our business, financial condition, and operating results. 15 Table of Contents Changes in employment and immigration laws and regulations may adversely affect our business. Our operations are subject to numerous federal and state labor laws and regulations that govern our relationship with employees and directly affect operating costs.
Any interruption in the production or delivery of these products could delay or reduce availability of these products and increase our costs. Our business relies significantly on the expertise of our employees and we generally do not have intellectual property that is protected by patents. Our business is significantly dependent upon our expertise in installation and distribution logistics, and the application of building science.
Strikes, work stoppages, or slowdowns affecting these suppliers or transportation providers could lead to delays or interruptions in the manufacturing or delivery of products we rely on, thereby reducing product availability and increasing our costs. Our business relies significantly on the expertise of our employees and we generally do not have intellectual property that is protected by patents. Our business is significantly dependent upon our expertise in installation and distribution logistics, and the application of building science.
Our Installation competitors include national contractors, regional contractors, and local contractors, and we face many or all of these competitors for each project on which we bid. Our Specialty Distribution competitors include numerous specialty insulation distributors on a national, regional, and local level, as well as broad-line distributors that offer competitive products.
Our Installation Services segment competes with national, regional, and local contractors, often facing many or all of these competitors on each project for which we submit a bid. In our Specialty Distribution segment, we compete with numerous specialty insulation distributors operating at the national, regional, and local levels, as well as broad-line distributors offering similar products.
Further, periods during which interest rates remain elevated, or are perceived or expected to remain elevated, may dampen demand in the housing or construction markets that we serve or negatively impact our stock price.
Additionally, periods when interest rates remain elevated - or are expected or perceived to remain high - can suppress demand within the housing and construction markets we serve and may negatively affect our stock price.
Macroeconomic and local economic conditions, including consumer confidence levels, fluctuations in home prices, unemployment and underemployment levels, income and wage growth, student loan debt, household formation rates, mortgage tax deduction limits, the age and volume of the housing stock, the availability of home equity loans and mortgages and the interest rates for such loans, and other factors, affect consumers’ discretionary spending on both residential new construction projects and residential repair/remodel activity.
Factors such as consumer confidence, changes in home prices, levels of unemployment and underemployment, trends in income and wage growth, student loan debt burdens, rates of household formation, limitations on mortgage tax deductions, the age and quantity of existing housing stock, as well as the availability and interest rates of home equity loans and mortgages, all influence consumer discretionary spending on residential new construction and repair/remodel activities.
These factors could have a material adverse effect on our business, financial condition, and results of operations. 15 Table of Contents Union organizing activity and work stoppages could delay or reduce the availability of products that we install and increase our costs. As of December 31, 2024, 714 of our employees were covered by 47 collective bargaining agreements that expire on various dates through 2027.
Furthermore, changes to immigration laws affecting other construction trades could lengthen the construction cycle or intensify competition for labor, which may have a material adverse impact on our business, financial condition, and results of operations. Union organizing activity and work stoppages could delay or reduce the availability of products that we install and increase our costs. As of December 31, 2025, 596 of our employees were covered by 40 collective bargaining agreements that expire on various dates through 2029.
Further, our growth prospects could be harmed if consumer preferences and building standards do not evolve towards more energy efficient service offerings, which tend to increase demand for our service offerings. Risks Relating to the Industry in Which We Operate Our business relies on residential new construction, commercial construction and industrial manufacturing activity, and to a lesser extent on residential repair/remodel, all of which are cyclical. Demand for our services is cyclical and highly sensitive to general macroeconomic and local economic conditions over which we have no control.
Additionally, our future growth opportunities may be limited if customer preferences and building codes do not continue to trend toward more energy-efficient solutions, which generally drive increased demand for our offerings. 19 Table of Contents Risks Relating to the Industries in Which We Operate Our business relies on residential new construction, commercial construction, and industrial manufacturing activity, and to a lesser extent on residential and commercial repair/remodel, all of which are cyclical. Demand for our services is inherently cyclical and is highly sensitive to both broad macroeconomic and local economic conditions, many of which are beyond our control.
These matters may include contract disputes, automobile liability and other personal injury claims, warranty disputes, construction defect, environmental claims or proceedings, other tort claims, employment and tax claims, claims relating to the quality of products sourced from our suppliers, and other proceedings and litigation, including class actions.
We are subject to a wide array of claims and litigation, including contract disputes, automobile liability and personal injury claims, warranty and construction defect claims, environmental and employment-related matters, tax disputes, claims related to product quality from third-party suppliers, and other proceedings, including class actions.
Item 1A. RISK FACTORS A number of risks and uncertainties could affect our business and cause our actual results to differ from past performance or expected results. We consider the following risks and uncertainties to be those material to our business.
Item 1A. RISK FACTORS Our business is subject to various risks and uncertainties which could materially affect our business, results of operations, and future prospects and cause our actual results to differ from past performance or expected results.
However, if our installation and distribution services and our expertise in building sciences do not adequately or quickly adapt to changing preferences and building standards, we may lose market share to competitors, which would adversely affect our business, results of operation, financial condition, and cash flows.
However, if our installation and distribution services, as well as our expertise in building sciences, do not sufficiently or promptly adjust to such changes, we may lose market share to competitors, which could negatively impact our business, operating results, financial condition, and cash flows.
If we are found to be liable for FCPA violations (either due to our own acts or inadvertence or due to the acts or inadvertence of others), we could suffer from criminal or civil penalties or other sanctions, which could have a material adverse effect on our business. We are exposed to fluctuations in foreign currency exchange rates that may adversely affect our business, financial condition, and operating results. We transact business outside of the United States.
Such outcomes could have a material adverse effect on our business, financial condition, results of operations, and cash flows. We are exposed to fluctuations in foreign currency exchange rates that may adversely affect our business, financial condition, and operating results. We transact business outside of the United States.
Any of these factors could have a material adverse effect on our business, results of operations, and financial condition. 14 Table of Contents Risks Relating to Human Capital The long-term performance of our businesses relies on our ability to attract, develop, and retain talented personnel, including sales representatives, branch managers, installers, and truck drivers, while controlling our labor costs. We are highly dependent on the skills and experience of our senior management team and other skilled and experienced personnel.
Moreover, evolving federal, state, and local immigration policies and enforcement priorities could disrupt our workforce availability and operational continuity, potentially having a material adverse effect on our business, financial condition, and results of operations. The long-term performance of our businesses relies on our ability to attract, develop, and retain talented personnel while controlling our labor costs. We are highly dependent on the skills and experience of our senior management team and other skilled and experienced personnel.
Our ability to control labor costs and attract qualified labor is subject to numerous external factors including prevailing wage rates, the labor market, the demand environment, the impact of legislation or regulations governing wages and hours, labor relations, immigration, healthcare benefits, and insurance costs.
The ability to manage labor costs and attract qualified workers is affected by various external factors, such as prevailing wage rates, overall labor market conditions, demand for our services, and changes in legislation or regulations related to wages, hours, labor relations, immigration, healthcare benefits, and insurance costs.
While we believe that we have positive relationships with our suppliers, the fiberglass insulation industry has encountered both shortages and periods of significant oversupply during past housing market cycles, leading to volatility in prices and allocations of supply, which affect our results.
We generally maintain favorable relationships with our suppliers; however, the fiberglass insulation industry has historically experienced periods of both shortage and significant oversupply during various housing market cycles. Such volatility has resulted in fluctuations in prices and allocations of supply, which have impacted our operating results.
We urge investors to carefully consider the risk factors described below in evaluating the information contained in this Annual Report. Risks Which May Be Material to Our Business Risks Relating to Products and Supply Chain We are dependent on third-party suppliers and manufacturers to provide us with an adequate supply of high-quality products, and the loss of a large supplier or manufacturer could negatively affect our operating results. Failure by our suppliers to provide us with an adequate supply of high-quality products on commercially reasonable terms, or to comply with applicable legal requirements, could have a material adverse effect on our financial condition or operating results.
Our recent acquisitions have expanded our product and services offerings, increasing our exposure to supply chain risks. We are dependent on third-party suppliers and manufacturers to provide us with an adequate supply of high-quality products, and the loss of a large supplier or manufacturer could negatively affect our operating results. If our suppliers are unable to provide an adequate supply of high-quality products on commercially reasonable terms, or fail to comply with applicable legal requirements, our financial condition and operating results could be materially and adversely affected.
There can be no assurance that our efforts will prevent the occurrence of a security breach of our databases or systems that could adversely affect our business. Risks Relating to Liquidity and Our Ability to Finance Our Operations If we are required to take significant non-cash charges, our financial resources could be reduced, and our financial flexibility may be negatively affected. We have significant goodwill and other intangible assets related to business combinations on our balance sheet.
Additionally, our business could be harmed if significant customers or suppliers experience similar events that disrupt their operations or damage their reputations. Risks Relating to Liquidity and Our Ability to Finance Our Operations If we are required to take significant non-cash charges, our financial resources could be reduced, and our financial flexibility may be negatively affected. We carry substantial amounts of goodwill and other intangible assets on our balance sheet, primarily resulting from business combinations.
If the value of our goodwill, other intangible assets, or long-lived assets is further impaired, our earnings and shareholders’ equity would be adversely affected and may impact our ability to raise capital in the future. 21 Table of Contents We may have future capital needs and may not be able to obtain additional financing on acceptable terms. Our future capital requirements will depend on many factors, including industry and market conditions, our ability to successfully complete future business combinations and the expansion of our existing operations.
Should impairments occur to the value of our goodwill, intangible assets, or long-lived assets, our earnings and shareholders’ equity would be negatively impacted, which may also affect our ability to raise capital in the future. 22 Table of Contents We may have future capital needs and may not be able to obtain additional financing on acceptable terms. Our capital needs will be influenced by a variety of factors, such as trends within our industry and markets, our success in completing business combinations, and the expansion of our current operations.
Sales during the winter weather months are seasonally slower due to the lower construction activity. Historically, the installation of insulation lags housing starts by several months. In addition, to the extent that hurricanes, severe storms, earthquakes, droughts, floods, fires, other natural disasters, or similar events occur in the geographic areas in which we operate, our business may be adversely affected.
Conversely, sales generally decline during the winter months due to reduced construction activity. Historically, there has been a lag of several months between housing starts and the installation of insulation. Our business may also be negatively impacted by hurricanes, severe storms, earthquakes, droughts, floods, fires, or other natural disasters occurring in the geographic regions where we operate.
In addition, the inability to integrate new products and product lines into our specialty distribution or installation network could affect our ability to compete. Risks Relating to Events Beyond Our Control A decline in general economic conditions could materially reduce demand for our services or the products that we distribute. Demand for our products and services depends heavily on the operating level of our customers and the economic factors that affect them, including general economic conditions and the financing and interest rate environment.
Additionally, if we are unable to effectively integrate new product lines and services into our specialty distribution or installation network, we may struggle to compete with established local or regional businesses, limiting our sales growth, profitability, and ability to manage and expand both our core and new operations. Risks Relating to Events Beyond Our Control A decline in general economic conditions could materially reduce demand for our services or the products that we distribute. Demand for our products and services is closely tied to the operational activities of our customers and the economic factors that influence them, such as prevailing general economic conditions, the financing environment, and interest rates.
In addition, these same factors may also place us at a competitive disadvantage compared to local competitors. FCPA Risk We may face risks associated with violations of the Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery laws.
Additionally, these factors may place us at a disadvantage when competing with local businesses in foreign markets. FCPA Risk We are subject to risks related to compliance with the Foreign Corrupt Practices Act (“FCPA”) and other applicable anti-bribery and anti-corruption laws and similar legislation in jurisdictions where we operate.
These laws include, but are not limited to, employee classification as exempt or non-exempt for overtime and other purposes; workers’ compensation rates; immigration status; mandatory health benefits; tax reporting; and other wage and benefit requirements.
These include requirements related to employee classification for overtime, workers’ compensation, immigration status, health benefits, tax reporting, payroll taxes, wage and benefit standards, and enforcement of non-competition agreements.
Similarly, contractors serving the construction industry and industrial customers exert pressure on our Specialty Distribution pricing.
Similarly, contractors serving the construction industry and industrial customers exert pressure on our Specialty Distribution pricing. Further, consolidation among homebuilders and changes in homebuilders’ and contractors’ purchasing policies or payment practices could result in additional pricing pressure.
In addition to price, we believe that competition in our industry is based largely on existing customer relationships, customer service, and the quality and timeliness of installation services and distribution product deliveries in each local market.
Beyond pricing, competition in our industry is largely driven by established customer relationships, quality of customer service, and the reliability and timeliness of both installation and product delivery in each local market.
If any significant accident, judgment, claim, or other event is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition, and results of operations. Compliance with government regulation and industry standards could impact our operating results. We are subject to national, state, provincial, and local government regulations, particularly those pertaining to health and safety, including protection of employees and consumers, employment laws, including immigration and wage and hour regulations, contractor licensing, data privacy, cybersecurity, and climate and environmental laws and regulations.
While we believe the captive is properly structured and capitalized, there can be no assurance that it will continue to perform as intended or that it will be adequate to address all potential liabilities arising from our operations throughout North America. Compliance with government regulation and industry standards could impact our operating results. We are subject to national, state, provincial, and local government regulations, particularly those pertaining to health and safety, including protection of employees and consumers, OSHA safety standards, building codes, and employment laws (including immigration and wage and hour regulations), contractor licensing, data privacy, cybersecurity, and climate and environmental laws and regulations.
In a recession or economic downturn, our customers may materially reduce construction or industrial activities because of lower consumer demand, which in turn will decrease their need for our services and the products that we distribute.
When the economy enters a recession or experiences a downturn, our customers are likely to significantly reduce their construction and industrial projects in response to decreased consumer demand, which leads directly to a reduced need for our services and the products we distribute.
Our foreign operations are subject to inherent risks, which may materially adversely affect us, including: political and economic changes or instability; expropriation or the imposition of government controls; changes in government regulations; export requirements; trade restrictions; earnings repatriation and expatriation restrictions; exposure to different legal standards, including related to intellectual property and data privacy; health conditions and standards; currency controls; fluctuations in exchange rates; increases in the duties, tariffs, and taxes we pay (directly or indirectly); inflation or deflation; greater difficulty in collecting accounts receivable and longer payment cycles; changes in labor conditions, staffing, and managing our foreign operations; limitations on insurance coverage against geopolitical risks, natural disasters, and business operations; and communication among management and foreign operations.
Our international activities are subject to inherent challenges, including: political and economic instability, government-imposed controls or expropriation, shifts in regulations, export rules and trade restrictions, limitations on repatriating earnings, currency controls, exchange rate fluctuations, higher duties, tariffs, and taxes, inflation or deflation, difficulty collecting payments and longer payment cycles, changing labor conditions, staffing challenges, complexities in overseeing foreign operations, limited insurance coverage for geopolitical or operational risks, natural disasters, and communication barriers between management and our international teams.
Fiberglass insulation has been on allocation for significant periods in the recent past through the date of this Annual Report. While we do not believe we depend on any sole or limited source of supply, we source the majority of our building products, primarily insulation, from a limited number of large suppliers.
Notably, supply allocations for fiberglass insulation have persisted for considerable periods in the recent past. While we are not dependent on a single source of supply, we procure the majority of our building products—principally insulation and roofing materials—from a limited number of large suppliers.
We may elect not to obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. The levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities.
While we maintain insurance against certain risks, coverage may not be adequate for all losses or liabilities, and we may elect not to insure against certain risks if costs are excessive.
We anticipate that we may need to raise additional funds in order to grow our business and implement our business strategy. Economic and credit market conditions, the performance of the construction industry, and our financial performance, as well as other factors may constrain our financing abilities.
To support our growth and execute our business strategy, we expect that additional funding may be necessary. However, economic and credit market conditions, the overall performance of the construction industry, our financial results, and other factors—many of which are outside our control—could restrict our access to financing.
We have significant exposure to changes in laws governing our relationships with our employees, including wage and hour laws and regulations, fair labor standards, minimum wage requirements, overtime pay, unemployment tax rates, workers’ compensation rates, citizenship requirements, payroll taxes, and the enforcement of non-competition agreements, as well as vaccination and testing mandates which may be imposed in connection with the occurrence of pandemic or health concerns, which changes would have a direct impact on our operating costs.
Changes in wage and hour laws, minimum wage, overtime pay, unemployment tax rates, workers’ compensation rates, citizenship requirements, and vaccination or testing mandates in response to health concerns may significantly increase our operating costs.
Any inability by us to negotiate collective bargaining arrangements could cause strikes or other work stoppages, and new contracts could result in increased operating costs. If any such strikes or other work stoppages occur, or if other employees become represented by a union, we could experience a disruption of our operations and higher labor costs.
Our inability to successfully negotiate collective bargaining agreements may lead to strikes or other work stoppages, and the terms of new agreements could increase our operating costs. Any such labor disruptions, or the unionization of additional employee groups, could result in operational interruptions and higher labor expenses.
Inconsistent implementation of corporate strategy and policies at the local or regional level could materially and adversely affect our business, financial condition, results of operations, and cash flows. 17 Table of Contents Claims and litigation could be costly. We are, from time to time, involved in various claims, litigation matters, and regulatory proceedings that arise in the ordinary course of our business and which could have a material adverse effect on us.
We utilize an insurance captive to manage specific exposures, but unforeseen liabilities and inadequate reserves remain ongoing risks. Claims and litigation could be costly. From time to time, we are involved in various claims, litigation matters, and regulatory proceedings arising in the ordinary course of business, which may have a material adverse effect on us.
The valuation of these assets is largely dependent upon the expectations for future performance of our businesses. Expectations about the growth of residential new construction, commercial/industrial construction, residential repair/remodel activity, and the utilization of industrial facilities, may impact whether we are required to recognize noncash, pretax impairment charges for goodwill and other indefinite lived intangible assets, or other long-lived assets.
Changes in anticipated growth within residential new construction, commercial and industrial construction, residential repair and remodeling, commercial roofing or re-roofing, and the utilization of industrial facilities could require us to recognize non-cash, pretax impairment charges related to goodwill, other indefinite-lived intangible assets, or other long-lived assets.
Volatile economic and credit conditions and elevated interest rates also make it more difficult for our customers to forecast and plan future business activities and may prevent them from ordering our products or services as frequently or in the quantities they otherwise would.
Economic and credit market volatility, along with sustained higher interest rates, can make it increasingly difficult for our customers to forecast and plan their business activities. As a result, they may reduce the frequency or volume of their orders for our products and services compared to their typical purchasing patterns.
The FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Our Code of Ethics mandates compliance with these anti-bribery laws.
These laws generally prohibit companies and their affiliates from offering, authorizing, or providing anything of value to government officials or other parties in order to improperly obtain or retain business or secure an improper advantage. Our Code of Business Ethics requires strict adherence to all relevant anti-bribery and anti-corruption regulations.
Our operating structure can make it difficult for us to coordinate procedures across our operations. In addition, our branches and distribution facilities may require significant oversight and coordination from headquarters to support their growth.
Local branch management is responsible for day-to-day operations and compliance with applicable local laws. Due to our operating structure, coordinating procedures consistently across all locations can be challenging. Additionally, our installation branches and distribution facilities often require substantial oversight and support from headquarters to facilitate their growth.
These changes may increase our compliance and oversight obligations or cause labor shortages or challenges in hiring labor, which could subject us to additional costs and make our hiring process more cumbersome, or reduce the availability of potential employees.
Substantial government-imposed increases in these areas could materially and adversely affect our business, financial condition, and results of operations. Additionally, evolving federal and state immigration laws and enforcement programs may increase our compliance obligations, complicate the hiring process, or cause labor shortages, leading to higher costs and reduced availability of potential employees.
In addition, we are exposed to potential claims by our employees or others based on job-related hazards. We may also be subject to claims or liabilities arising from our acquisitions for the periods prior to our acquisition of them, including environmental, employee-related, and other liabilities and claims not covered by insurance.
We also face potential claims related to job hazards and may be subject to liabilities from acquisitions for periods prior to ownership, with indemnification rights from former owners potentially limited by acquisition agreements and their financial capacity.
Any financing, if available, may be on terms that are not favorable to us and will be subject to changes in interest rates and the capital markets environment.
Our ability to obtain additional financing and meet our financial obligations will depend on our operating results, the availability of credit, the state of the economy, and other business and financial factors. If financing is available, the terms may not be favorable and could be affected by changes in interest rates and capital market conditions.
Although we verify the employment eligibility status of all our employees, including through participation in the “E-Verify” program where required, some of our employees may, without our knowledge, be unauthorized workers. Use of the verification tools and/or “E-Verify” program does not guarantee that we will properly identify all applicants who are ineligible for employment.
While we verify employment eligibility for all employees—including participation in the “E-Verify” program where required—these measures do not guarantee the identification of all unauthorized workers. The presence of unauthorized employees may expose us to fines, penalties, adverse publicity, and increased difficulty in hiring and retaining qualified personnel, potentially disrupting our operations.
These breaches or intrusions could lead to business interruptions, exposure of proprietary or confidential information, data corruption, damage to our reputation, exposure to legal and regulatory proceedings, and other costs. Such events could have an adverse impact on our financial condition, results of operations and cash flows.
In such cases, our disaster recovery plans may not adequately restore operations. A successful breach or intrusion could result in business interruptions, loss or exposure of confidential information, data corruption, reputational harm, legal or regulatory actions, and increased costs, any of which could negatively affect our financial condition, results of operations, and cash flows.
We may not be able to compete effectively unless our product selection keeps up with trends in the markets in which we compete, or trends in new products, which could cause us to lose market share.
We may not be able to compete effectively if our product offerings do not evolve along with trends in the markets in which we compete, or the introduction of new products or technologies, which could cause us to lose market share to competitors and negatively impact our business, operating results, financial condition, and cash flows. Our expansion into new markets may present distribution, installation, regulatory, and competitive challenges that differ from current ones. Our expansion into new markets, product lines, or services may present a range of distribution, installation, regulatory, and competitive challenges, potentially diverting management’s attention from our core business.
Removed
If any of these risks occur, our business, financial condition and results of operations could suffer, and the trading price of our common stock could decline.
Added
We urge investors to carefully consider the risk factors described below in evaluating the information contained in this Annual Report. ​ Risks Which May Be Material to Our Business ​ Risks Relating to Products, Services, and Supply Chain ​ Supply chain disruptions may adversely impact our business. ​ Disruptions in our supply chain may adversely impact our business.
Removed
Our expansion into new markets may present competitive, distribution, installation, and regulatory challenges that differ from current ones. ​ Our business depends, in part, on our ability to identify future products and product lines that complement existing products and product lines and that respond to our customers’ needs.
Added
We rely on the timely delivery of products and materials from our suppliers to meet customer demand and maintain efficient operations. Any interruption, delay, or shortage in the supply chain could result in increased costs, hinder our ability to fulfill orders or complete projects, and negatively affect our financial performance.
Removed
Our expansion into new markets, new products, or new product lines may present competitive, distribution, installation, and regulatory challenges, as well as divert management’s attention away from our core business.
Added
Entering new geographic regions or market segments often involves navigating unfamiliar competitive landscapes, varying customer preferences, and complex regulatory requirements.
Removed
In addition, we compete with other companies to recruit and retain qualified installers, truck drivers, warehouse workers, and other laborers in a tight labor market, and we invest significant resources in training and motivating them to maintain a high level of job satisfaction. These positions generally have high turnover rates, which can lead to increased training and retention costs.
Added
Our business could face significant negative impacts in the event of an economic recession, a slowdown in economic growth, changes in interest rates, or other economic factors that adversely affect the affordability of residential housing or commercial construction projects.
Removed
Significant additional government-imposed increases in the preceding laws, regulations, or requirements could have a material adverse effect on our business, financial condition, and results of operations. ​ In addition, certain states in which we operate are considering or have already adopted new immigration laws or enforcement programs, and the U.S.
Added
While our strategic diversification into more stable, non-cyclical re-roofing and maintenance services helps offset some of these risks, demand for commercial roofing services remains susceptible to these economic influences and could be adversely affected by any of the referenced conditions. ​ Weather and Seasonal Disruptions may affect our business. ​ Our operations are sensitive to weather conditions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAmong the key features of our program are: 24 Table of Contents Periodic independent, third-party reviews of our program and its maturity based on the National Institute of Standards and Technology (NIST) cybersecurity framework; Strategic engagements of consulting firms and legal advisors to advise the Board and our executive officers regarding the structure and oversight of our cybersecurity risk management program, cyber strategy framework evolution, risk-based assessments, incident response services, and cyber technology; Consulting with external advisors and specialists on specific projects regarding opportunities and enhancements to strengthen our cyber practices and policies on an as needed basis; Periodic review of SOC1 and SOC2 audit reports submitted by our strategic third-party technology suppliers, as prepared by their external auditors; Ongoing cybersecurity training for employees; and Periodic testing of incident response procedures. In addition to the third parties described above, we regularly engage consultants, advisors, service providers and other third parties to help test, develop and manage our cybersecurity risk management program. Our cybersecurity risk management program includes technology and processes designed to maintain active security of our information technology systems.
Biggest changeAmong the key features of our program are: 25 Table of Contents Ongoing engagement of consultants, advisors, service providers, and other third parties to help test, develop, and advise on the management of our cyber risk program; Periodic independent, third-party reviews of our program and its maturity based on the National Institute of Standards and Technology (NIST) cybersecurity framework; Strategic engagements of consulting firms and legal advisors to advise the Board and our executive officers regarding the structure and oversight of our cyber risk management program, cyber strategy framework evolution, risk-based assessments, and cyber technology; Consulting with external advisors and specialists on specific projects regarding opportunities and enhancements to strengthen our cyber practices and policies on an as needed basis; Periodic review of SOC1 and SOC2 external audit reports submitted by our strategic third-party technology suppliers; Ongoing cybersecurity training for employees coupled with periodic vulnerability testing; and Periodic testing of incident response procedures. Our cyber risk management program includes technology and processes designed to maintain active security of our information technology systems.
In this regard, we conduct due diligence of significant third-party service providers who will have access to our information technology systems and incorporate cybersecurity protections in our engagement contracts with such providers. In addition, we require such third-party service providers to promptly notify us of any actual or suspected breach impacting our data or operations.
In this regard, we conduct due diligence of significant third-party service providers who have or will have access to our information technology systems and incorporate cybersecurity protections in our engagement contracts with such providers. In addition, we require such third-party service providers to promptly notify us of any actual or suspected breach impacting our data or operations.
We have not experienced a material cyber breach in the last three years. We do not believe that any risks from cybersecurity threats of which we are currently aware, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
We have not experienced a material cyber breach in the last three years. We do not believe that any risks from cyber threats of which we are currently aware, including as a result of any previous cyber incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
For additional information regarding the risks to the Company associated with cybersecurity incidents, see “In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation,” included in Part I, Item 1A (Risk Factors) of this Annual Report. To help identify and manage cybersecurity risks associated with our use of third-party service providers, we have implemented processes to assess third-party systems which could be compromised in a manner that adversely impacts the Company and our technology systems.
For additional information regarding the risks to the Company associated with cyber incidents, see “In the event of a cyber incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation,” included in Part I, Item 1A (Risk Factors) of this Annual Report. To help identify and manage cyber risks associated with our use of third-party service providers, we have implemented processes to assess third-party systems which could be compromised in a manner that adversely impacts the Company and our technology systems.
Further, our external auditor reviews our processes designed to control access to our information technology systems as part of its assessment of our internal controls. Incident Response Procedures We have in place a cyber incident response plan outlining procedures to follow in the event of a cybersecurity incident.
Further, our external auditor reviews our processes designed to control access to our information technology systems as part of its assessment of our internal controls. Incident Response Procedures We have a cyber incident response plan in place outlining procedures to follow in the event of a cyber incident.
Employees responsible for assessing identified risks deliver an update quarterly to our senior leadership team, which consists of our Chief Executive Officer, Chief Financial Officer, Chief Information Officer, General Counsel, Chief Human Resources Officer, Chief Growth Officer, and Vice President of Supply Chain.
Employees responsible for assessing identified risks deliver an update quarterly to our senior leadership team, which consists of our Chief Executive Officer, Chief Financial Officer, Chief Information Officer, Chief Operating Officer, General Counsel, Chief Human Resources Officer, Chief Growth Officer, and Vice President of Supply Chain.
The team’s credentials include Certified Chief Information Security Officer, Certified Information Security Manager and Certified Information Systems Security Professional. To help identify, assess, and manage risks from cybersecurity threats, we have integrated cybersecurity risk management into our broader, Company-wide enterprise risk management (ERM) evaluation and strategy process, which is led by our executive officers, overseen by the Audit Committee of the Board, and reviewed annually by the full Board.
The team’s credentials include Certified Chief Information Security Officer, Certified Information Security Manager and Certified Information Systems Security Professional. To help identify, assess, and manage risks from cyber threats, we have integrated cyber risk management into our broader, Company-wide enterprise risk management (ERM) evaluation and strategy process, which is led by our executive officers, overseen by the Audit Committee of the Board, and reviewed annually by the full Board.
Our ERM process takes a top-down, enterprise view of material risks impacting our Company, including credit, liquidity, strategy, cybersecurity, and operational risks, and is an ongoing process consisting of risk identification, risk rating, analysis and action plans, and reporting and monitoring.
Our ERM process takes a top-down, enterprise view of material risks impacting our Company, including credit, liquidity, strategy, cyber, and operational risks, and is an ongoing process consisting of risk identification, risk rating, analysis and action plans, reporting, and monitoring.
Item 1C. CYBERSECURITY RISK MANAGEMENT, STRATEGY AND GOVERNANCE Cybersecurity Risk Management Program We recognize the importance of maintaining the integrity of our information technology systems and safeguarding the confidential business and personal information we receive and store about our employees, customers and suppliers.
Item 1C. CYBER RISK MANAGEMENT, STRATEGY AND GOVERNANCE Cyber Risk Management Program We recognize the importance of maintaining the integrity of our information technology systems and safeguarding the confidential business and personal information we receive and store about our employees, customers and suppliers.
However, despite our security measures, there is no assurance that we, or the third parties with which we interact, will not experience a cybersecurity incident in the future that will materially affect us.
However, despite our security measures, there is no assurance that we, or the third parties with which we interact, will not experience a cyber incident in the future that will materially affect us.
Under the plan, we established a cross-functional critical response team (CRT) with expertise in various subject matter areas responsible for initiating and leading our incident response procedures.
Under the plan, we established a cross-functional Cyber Response Team (CRT) with expertise in various subject matter areas responsible for initiating and leading our incident response procedures.
The CRT is under the direction of our Chief Information Officer and is comprised of our Director of Information Technology, Chief Accounting Officer, Assistant General Counsel and Chief Compliance Officer, Senior Manager of Risk and Insurance, and certain other members of management.
The CRT is under the direction of our Chief Information Officer and is comprised of our Senior Director of Cybersecurity, Chief Accounting Officer, Assistant General Counsel and Chief Compliance Officer, Senior Manager of Risk and Insurance, and certain other members of management.
If any such cybersecurity incident is determined by the CRT to have the potential to materially impact the Company, such event would be elevated for further review and assessment by a senior leadership team consisting of our Chief Executive Officer, Chief Financial Officer, General Counsel and other members of our executive leadership team.
If any such cyber incident is determined by the CRT to have the potential to materially impact the Company, such event would be elevated for further review and assessment by a senior leadership team consisting of our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel and other members of our executive leadership team.
In carrying out its oversight responsibilities, the Board receives regular cybersecurity program updates and quarterly scorecard assessments from our Chief Information Officer, which cover topics related to information security, privacy and cyber risks, and our risk management processes, including the status of any recent cybersecurity events meeting specified criteria, the emerging threat landscape, and the status of capital investments in our information security infrastructure. At a management level, our cybersecurity risk management program is led by our Chief Information Officer, who reports to our Chief Executive Officer.
In carrying out its oversight responsibilities, the Board receives regular cybersecurity updates and quarterly scorecard assessments from our Senior Director of Cybersecurity, which cover topics related to information security, privacy and cyber risks, and our risk management processes, including the status of any recent cyber events meeting specified criteria, the emerging threat landscape, and the status of capital investments in our information security infrastructure. 26 Table of Contents At a management level, our cyber risk management program is led by our Chief Information Officer, who reports to our Chief Executive Officer.
The plan provides that our CRT will conduct an impact assessment in the event of a cybersecurity incident meeting pre-established criteria, or which may otherwise impact the operations or finances of the Company.
The plan provides that our CRT will conduct an impact assessment in the event of a cyber incident that meets pre-established criteria, or which may otherwise impact the operations or finances of the Company.
Under certain circumstances, such review and assessment would include reporting to and oversight of the Board. 25 Table of Contents Governance Our full Board is responsible for oversight of risks from cybersecurity threats, including our cybersecurity risk management program.
Under certain circumstances, such review and assessment would include reporting to and oversight of the Board. Governance Our full Board is responsible for oversight of risks from cyber threats, including our cyber risk management program.
We have a cybersecurity risk management program in place to identify, assess, and manage risks from cybersecurity threats.
We have a cyber risk management program in place to identify, assess, and manage risks from cyber threats. Our cyber risk management program is structured to implement industry best practices throughout our operations and functions, including threat monitoring and analysis, vulnerability assessments, and management of third-party cyber risks.
Removed
Our cybersecurity risk management program is designed to employ industry best practices across our operations and business functions, including monitoring and analysis of the threat environment, vulnerability assessments, and third-party cybersecurity risks; detecting and responding to cyber attacks, cybersecurity incidents, and data breaches; cybersecurity crisis preparedness, incident response plans, and business continuity and disaster recovery capabilities; and investments in cybersecurity infrastructure and program needs.
Added
The program also encompasses detection and response to cyberattacks and data breaches, crisis preparedness, incident response planning, business continuity and disaster recovery, as well as ongoing investments in cybersecurity infrastructure and program enhancements.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. PROPERTIE S We operate approximately 250 Installation branch locations and approximately 190 Specialty Distribution centers in the United States and Canada, most of which are leased. Our 65,700 square foot Branch Support Center is leased and located at 475 North Williamson Boulevard in Daytona Beach, FL 32114.
Biggest changeItem 2. PROPERTIE S We operate in more than 200 Installation Services branch locations and more than 250 Specialty Distribution centers in the United States and Canada, most of which are leased. Our 65,700 square foot Branch Support Center is leased and located at 475 North Williamson Boulevard in Daytona Beach, FL 32114.
Other Commitments and Contingencies , which we incorporate herein by reference. Item 4. MINE SAFETY DISCLOSURE S Not applicable. 26 Table of Contents PART I I
Other Commitments and Contingencies , which we incorporate herein by reference. Item 4. MINE SAFETY DISCLOSURE S Not applicable. 27 Table of Contents PART I I

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table provides information regarding the repurchases of our common stock for the three months ended December 31, 2024, in thousands, except share and per share data: Period Total Number of Shares Purchased Average Price Paid per Common Share Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 - - - $ 235,220 November 1, 2024 - November 30, 2024 56,642 $ 364.95 56,642 $ 214,548 December 1, 2024 - December 31, 2024 78,230 338.67 78,230 $ 188,054 Total 134,872 $ 349.71 134,872 Excluded from this disclosure are shares repurchased to settle statutory employee tax withholdings related to the vesting of stock awards. Performance Graph and Table.
Biggest changeThe following table provides information regarding the repurchases of our common stock for the three months ended December 31, 2025, in thousands, except share and per share data: Period Total Number of Shares Purchased Average Price Paid per Common Share (a) Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1, 2025 - October 31, 2025 43,200 $ 393.60 43,200 $ 753,902 November 1, 2025 - November 30, 2025 - - - $ 753,902 December 1, 2025 - December 31, 2025 - - - $ 753,902 Total 43,200 $ 393.60 43,200 (a) These amounts exclude the 1% excise tax mandated by the Inflation Reduction Act on share repurchases. Excluded from this disclosure are shares repurchased to settle statutory employee tax withholdings related to the vesting of stock awards. Performance Graph and Table.
No dividends were paid during the years ended December 31, 2024 and 2023. Our Credit Agreement, in certain circumstances, limits the amount of dividends we may distribute. We do not anticipate declaring cash dividends to holders of our common stock in the foreseeable future. Issuer Purchases of Equity Securities.
No dividends were paid during the years ended December 31, 2025 and 2024. Our Credit Agreement, in certain circumstances, limits the amount of dividends we may distribute. We do not anticipate declaring cash dividends to holders of our common stock in the foreseeable future. Issuer Purchases of Equity Securities.
The following graph and table compare the cumulative total return of our common stock for the five-year period beginning January 1, 2020, through December 31, 2024, with the total cumulative return of the Russell 2000 Index, the Standard & Poor’s 500 Index, and the Standard & Poor’s 1500 Building Products Index.
The following graph and table compare the cumulative total return of our common stock for the five-year period beginning January 1, 2021, through December 31, 2025, with the total cumulative return of the Russell 2000 Index, the Standard & Poor’s 500 Index, and the Standard & Poor’s 1500 Building Products Index.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders of our Common Stock . Our common stock is traded on the NYSE under the symbol “BLD”. As of February 18, 2025, there were 1,309 holders of our issued and outstanding common stock. Dividends.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders of our Common Stock . Our common stock is traded on the NYSE under the symbol “BLD”. As of February 19, 2026, there were 1,200 holders of our issued and outstanding common stock. Dividends.
We have $188.1 million remaining under our 2024 Share Repurchase Program.
We have $753.9 million remaining under our 2025 Share Repurchase Program.
The graph and table assume an initial investment of $100 in our common stock and each of the three indices at the opening of business on January 1, 2020, and reinvestment of dividends. 27 Table of Contents 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 TopBuild Corp. $ 100 $ 179 $ 268 $ 152 $ 363 $ 302 Standard & Poor's 500 Index $ 100 $ 117 $ 148 $ 119 $ 148 $ 183 Russell 2000 Index $ 100 $ 119 $ 135 $ 106 $ 122 $ 134 Standard & Poor's 1500 Building Products Index $ 100 $ 128 $ 188 $ 144 $ 208 $ 250 Item 6. [Reserved] 28 Table of Contents Item 7.
The graph and table assume an initial investment of $100 in our common stock and each of the three indices at the opening of business on January 1, 2021, and reinvestment of dividends. 28 Table of Contents 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 TopBuild Corp. $ 100 $ 150 $ 85 $ 203 $ 169 $ 227 Standard & Poor's 500 Index $ 100 $ 127 $ 102 $ 127 $ 157 $ 182 Russell 2000 Index $ 100 $ 114 $ 89 $ 103 $ 113 $ 126 Standard & Poor's 1500 Building Products Index $ 100 $ 147 $ 112 $ 162 $ 195 $ 197 Item 6. [Reserved] 29 Table of Contents
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIO N AND RESULTS OF OPERATIONS ​ The financial and business analysis below provides information which we believe is relevant to an assessment and understanding of our financial position, results of operations, and cash flows.
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This financial and business analysis should be read in conjunction with the financial statements and related notes. ​ In this section, we generally discuss the results of our operations for the year ended December 31, 2024, compared to the year ended December 31, 2023.
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For a discussion of the year ended December 31, 2023, to the year ended December 31, 2022, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024 , which discussion is hereby incorporated herein by reference. ​ Executive Summary ​ We are a leading installer and specialty distributor of insulation and related building material products to the construction industry in the United States and Canada.
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Demand for our products and services is driven primarily by residential and commercial/industrial construction and by industrial manufacturing activity.
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A number of local and national factors influence activity in each of our lines of business, including demographic trends, interest rates, employment levels, business investment, supply and demand for housing, availability of credit, foreclosure rates, consumer confidence, and general economic conditions. ​ The core of our business is inherently environmentally friendly.
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The insulation we install and distribute drives thermal efficiency, lowers energy usage, and reduces carbon emissions. We are a leader in delivering these benefits for new and existing homes and commercial/industrial facilities across the United States and Canada. ​ Strategy ​ We are committed to creating long-term value for all stakeholders – employees, customers, suppliers, and investors.
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Our team is focused on driving operational efficiencies and sharing best practices throughout our organization.
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Our core values include: ​ • Safety – We put the safety of our people first. • Integrity – We deliver results with integrity, respect, and accountability. • Focus – We are customer-focused, grounded in strong relationships. • Innovation – We are continuously improving and encourage idea sharing. • Unity – We are united as one team, valuing diversity. • Community – We make a difference in the communities we serve. • Empowerment – We are empowered to be our best, individually and as a team. ​ Our strategy is focused on growth and productivity including: ​ • Attracting and retaining top talent • Leveraging technology to streamline processes; • Expanding our business in the residential and commercial/industrial end-markets; • Acquiring strategically aligned businesses; • Driving operational efficiencies throughout the business. ​ Our operating results depend on residential new construction activity, commercial construction activity and industrial manufacturing activity, all of which are subject to business and economic cycles.
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These cycles have less of an impact on our Specialty Distribution segment due to the repair and replacement component of our mechanical insulation distribution business.
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We are also dependent on third-party suppliers and manufacturers providing us with an adequate supply of high-quality products. ​ 29 ​ Table of Contents Material Trends in Our Business ​ Residential New Construction We did not see the acceleration in demand for single-family homes in the back half of 2024 that we anticipated earlier in the year.
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Demand for single-family homes continues to be uneven across the country. ​ Multi-family starts were slow throughout 2024 and that has started to negatively impact sales. We expect our multi-family sales will continue to be slow as we move into 2025.
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Multi-family housing units typically require approximately 40% of the insulation that a single-family unit requires. ​ As a result of years of underbuilding in the United States an overall shortage of housing exists across the country. In addition, we believe long-term demand for homes will continue to be supported by strengthening energy efficiency requirements and increased household formations.
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As a result, we continue to be optimistic about the long-term fundamentals of our business. ​ Commercial and Industrial Construction Our commercial backlog is strong, and our bidding activity is active, both of which continue to support our positive view of commercial/industrial sales at our Installation and Specialty Distribution segments.
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Some projects have been delayed in 2024, but we have not seen an uptick in cancellations.
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In addition, recurring maintenance and repair work on industrial sites serves as a continued driver for our Specialty Distribution business. ​ Seasonality ​ Sales across our end markets are typically slower during the winter months due to lower construction activity. ​ Results of Operations ​ We report our financial results in conformity with GAAP. ​ The following table sets forth our net sales, gross profit, operating profit, and margins, as reported in our Consolidated Statements of Operations, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Net sales ​ $ 5,329,803 ​ $ 5,194,694 ​ Cost of sales ​ ​ 3,704,885 ​ ​ 3,590,874 ​ Cost of sales ratio ​ ​ 69.5 % ​ 69.1 % ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ ​ 1,624,918 ​ ​ 1,603,820 ​ Gross profit margin ​ ​ 30.5 % ​ 30.9 % ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative expense ​ ​ 738,575 ​ ​ 724,995 ​ Selling, general, and administrative expense to sales ratio ​ ​ 13.9 % ​ 14.0 % ​ ​ ​ ​ ​ ​ ​ ​ Operating profit ​ ​ 886,343 ​ ​ 878,825 ​ Operating profit margin ​ ​ 16.6 % ​ 16.9 % ​ ​ ​ ​ ​ ​ ​ ​ Other expense, net ​ ​ (45,555) ​ ​ (53,342) ​ Income tax expense ​ ​ (218,186) ​ ​ (211,229) ​ Net income ​ $ 622,602 ​ $ 614,254 ​ Net margin ​ ​ 11.7 % ​ 11.8 % ​ 30 ​ Table of Contents Comparison of the Years Ended December 31, 2024 and December 31, 2023 ​ Sales and Operations ​ Net sales for 2024 increased 2.6 percent, or $135.1 million, to $5.3 billion.
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The increase was driven by a 2.5 percent increase in sales from acquisitions and a 1.1 percent impact from higher selling prices, partially offset by a 0.7 percent decline in sales volume and a decline of 0.3 percent driven by the disposition of a non-core business. ​ Our gross profit margins were 30.5 percent and 30.9 percent for 2024 and 2023, respectively.
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The decline in gross profit margin is primarily due to higher material costs and lower benefit of sales mix, partially offset by improved productivity and higher selling prices. ​ Selling, general, and administrative expenses as a percentage of sales were 13.9 percent and 14.0 percent for 2024 and 2023, respectively. ​ Operating margins were 16.6 percent and 16.9 percent for 2024 and 2023, respectively.
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The decline in operating margin was due to higher material costs and lower benefit sales mix, partially offset by higher selling prices and productivity initiatives. ​ Other Expense, Net ​ Other expense, net, decreased $7.8 million to $45.6 million in 2024 from $53.3 million in 2023.
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The decrease is primarily related to $5.1 million higher interest income due to higher average levels of invested cash balances throughout the year and $1.5 million lower interest expense due to declining interest rates in the fourth quarter of 2024. ​ Income Tax Expense ​ Our effective tax rate increased from 25.6 percent in 2023 to 26.0 percent in 2024.
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The higher 2024 rate was primarily related to share-based compensation. ​ 2024 and 2023 Business Segment Results ​ The following table sets forth our net sales and operating profit information by business segment, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2024 2023 ​ Percent Change ​ Net sales by business segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ Installation $ 3,294,630 ​ $ 3,188,232 ​ ​ 3.3 % Specialty Distribution ​ 2,340,837 ​ ​ 2,268,339 ​ ​ 3.2 % Intercompany eliminations ​ (305,664) ​ ​ (261,877) ​ ​ ​ ​ Net sales $ 5,329,803 ​ $ 5,194,694 ​ ​ 2.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating profit by business segment (a): ​ ​ ​ ​ ​ ​ ​ ​ ​ Installation $ 649,162 ​ $ 644,392 ​ ​ 0.7 % Specialty Distribution ​ 352,431 ​ ​ 330,938 ​ ​ 6.5 % Intercompany eliminations ​ (49,834) ​ ​ (44,438) ​ ​ ​ ​ Operating profit before general corporate expense ​ 951,759 ​ ​ 930,892 ​ ​ 2.2 % General corporate expense, net (b) ​ (65,416) ​ ​ (52,067) ​ ​ ​ ​ Operating profit $ 886,343 ​ $ 878,825 ​ ​ 0.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating profit margins: ​ ​ ​ ​ ​ ​ ​ ​ ​ Installation ​ 19.7 % ​ 20.2 % ​ ​ ​ Specialty Distribution ​ 15.1 % ​ 14.6 % ​ ​ ​ Operating profit margin before general corporate expense ​ 17.9 % ​ 17.9 % ​ ​ ​ Operating profit margin ​ 16.6 % ​ 16.9 % ​ ​ ​ (a) Segment operating profit includes an allocation of general corporate expenses attributable to the operating segments which is based on direct benefit or usage (such as salaries of corporate employees who directly support the segment).
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(b) General corporate expense, net includes expenses not specifically attributable to our segments for functions such as corporate human resources, finance and legal, including salaries, benefits, and other related costs. In our second quarter of 2024, we incurred an acquisition termination fee of $23.0 million. See Item 8. Financial Statements and Supplementary Data – Note 8.
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Business Combinations. 31 ​ Table of Contents ​ 2024 and 2023 Business Segment Results Discussion ​ Changes in operating profit margins in the following business segment results discussion exclude general corporate expense, net in 2024 and 2023, as applicable. ​ Installation ​ Sales ​ Sales increased $106.4 million, or 3.3 percent, in 2024 compared to 2023.
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Sales increased 3.1 percent from our acquisitions and 1.3 percent from higher selling prices, partially offset by 0.6 percent decrease from lower sales volume and by a decline of 0.5 percent driven by the disposition of a non-core business. ​ Operating Results ​ Operating margins in the Installation segment were 19.7 percent and 20.2 percent for 2024 and 2023, respectively.
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The decrease in operating margin was driven higher material costs and change in sales mix, partially offset by productivity initiatives and higher selling prices. ​ Specialty Distribution ​ Sales ​ Sales increased $72.5 million, or 3.2 percent, in 2024 compared to 2023.
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Sales increased 1.3 percent from our acquisitions, 1.0 percent from higher sales volume and 0.9 from higher selling prices. ​ Operating Results ​ Operating margins in the Specialty Distribution segment were 15.1 percent and 14.6 percent for 2024 and 2023, respectively.
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The increase in operating margin was driven by productivity initiatives and higher selling prices, partially offset by higher material costs. Commitments and Contingencies ​ We are subject to certain claims, charges, litigation, and other proceedings in the ordinary course of our business.
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We believe we have adequate defenses in these matters, and we do not believe that the ultimate outcome of these matters will have a material adverse effect on us. For additional information see Item 8. Financial Statements and Supplementary Data – Note 11.
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Other Commitments and Contingencies. ​ Liquidity and Capital Resources ​ We have access to liquidity through our cash from operations and available borrowing capacity under our Credit Agreement, which provides for borrowing and/or standby letter of credit issuances of up to $500 million under the revolving facility. For additional information regarding our outstanding debt and borrowing capacity see Item 8.
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Financial Statements and Supplementary Data – Note 6.
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Long-Term Debt. ​ 32 ​ Table of Contents The following table summarizes our total liquidity, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2024 2023 Cash and cash equivalents (a) ​ $ 400,318 ​ $ 848,565 ​ ​ ​ ​ ​ ​ ​ Revolving facility ​ ​ 500,000 ​ ​ 500,000 Less: standby letters of credit ​ ​ (63,770) ​ ​ (63,770) Availability under Revolving facility ​ ​ 436,230 ​ ​ 436,230 ​ ​ ​ ​ ​ ​ ​ Total liquidity ​ $ 836,548 ​ $ 1,284,795 (a) Our cash and cash equivalents consist of AAA-rated money market funds as well as cash held in our demand deposit accounts. ​ We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to support our ongoing operations and known contractual obligations including funding our debt service requirements, capital expenditures, lease obligations and working capital needs for at least the next twelve months.
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We also have adequate liquidity to maintain off-balance sheet arrangements for short-term leases, letters of credit, and performance and license bonds. See Item 8. Financial Statements and Supplementary Data of this Annual Report for related disclosures. ​ We occasionally use performance bonds to ensure completion of our work on certain larger customer contracts that can span multiple accounting periods.
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Performance bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed.
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We also have bonds outstanding for license and insurance. ​ The following table summarizes our outstanding performance, licensing, insurance, and other bonds, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 ​ 2023 Outstanding bonds: ​ ​ ​ ​ ​ ​ Performance bonds ​ $ 146,479 ​ $ 145,982 Licensing, insurance, and other bonds ​ ​ 28,462 ​ ​ 27,415 Total bonds ​ $ 174,941 ​ $ 173,397 ​ Cash Flows ​ The following table presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the periods indicated, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Changes in cash and cash equivalents: ​ ​ ​ ​ ​ ​ Net cash provided by operating activities ​ $ 776,026 ​ $ 849,409 Net cash used in investing activities ​ (203,523) ​ (198,170) Net cash used in financing activities ​ ​ (1,016,272) ​ ​ (43,836) Impact of exchange rate changes on cash ​ ​ (4,478) ​ ​ 1,093 Net (decrease) increase in cash and cash equivalents ​ $ (448,247) ​ $ 608,496 ​ Net cash flows provided by operating activities decreased $73.4 million for the year ended December 31, 2024, as compared to December 31, 2023.
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Net income increased $8.3 million, or 1.4 percent, compared with the prior year period, driven by the impact of higher selling prices and our acquisitions, as well as productivity initiatives.
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We also incurred increases in working capital accounts, specifically inventory and accounts payable, leading to more cash used in operations. ​ 33 ​ Table of Contents Net cash used in investing activities was $203.5 million for the year ended December 31, 2024, primarily comprised of $136.8 million for acquisitions and $69.3 million for purchases of property and equipment (primarily vehicles, equipment and computer hardware and software).
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Those uses were partially offset by $2.6 million of proceeds received from the sale of assets. Net cash used in investing activities was $198.2 million for the year ended December 31, 2023, primarily comprised of $149.2 million for acquisitions and $64.0 million for purchases of property and equipment (primarily vehicles, equipment and computer hardware and software).
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Those uses were partially offset by $15.0 million of proceeds received from the sale of assets. ​ Net cash used in financing activities was $1.0 billion for the year ended December 31, 2024.
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During the year ended December 31, 2024, w e used $966.4 million for the repurchase of common stock, $47.0 million for debt repayments, and $2.9 million net activity related to exercise of share-based incentive awards and stock options. Net cash used in financing activities was $43.8 million for the year ended December 31, 2023.
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During the year ended December 31, 2023, w e used $40.1 million for debt repayments and $3.4 million net activity related to exercise of share-based incentive awards and stock options. ​ Critical Accounting Policies and Estimates ​ We prepare our Consolidated Financial Statements in conformity with GAAP.
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The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities, and any related contingencies, at the date of the financial statements, as well as the reported amounts of sales and expenses during the reporting period.
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Actual results could differ from those estimates. ​ Our significant accounting policies are more fully described in Item 8. Financial Statements and Supplementary Data – Note 1. Summary of Significant Accounting Policies .
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However, certain of our accounting policies considered critical are those we believe are both most important to the portrayal of our financial condition and operating results and require our most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
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Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions.
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We consider the following policies to be most critical in understanding the judgments that are involved in preparing our Consolidated Financial Statements. ​ Revenue Recognition and Receivables ​ Revenue is disaggregated between our Installation and Specialty Distribution segments. A reconciliation of disaggregated revenue by segment is included in Item 8. Financial Statements and Supplementary Data – Note 8.
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Segment Information . We recognize revenue for our Installation segment over time as the related performance obligation is satisfied with respect to each particular order within a given customer’s contract. Progress toward complete satisfaction of the performance obligation is measured using a cost-to-cost measure of progress method.
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The cost input is based on the amount of material installed at that customer’s location and the associated labor costs, as compared to the total expected cost for the particular order.
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The total expected cost is an estimate in the revenue recognition process, requires judgment, and is subject to variability throughout the duration of the contract as a result of contract modifications and other circumstances impacting job completion. Generally, this results in revenue being recognized as the customer is able to receive and utilize the benefits provided by our services.
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Each contract contains one or more individual orders, which are based on services delivered.
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When material and installation services are bundled in a contract, we combine these items into one performance obligation as the overall promise is to transfer the combined item. ​ Revenue from our Specialty Distribution segment is recognized when title to products and risk of loss transfers to our customers.
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This represents the point in time when the customer is able to direct the use of and obtain substantially all the benefits from the product.
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The determination of when control is deemed transferred depends on the delivery terms that are agreed upon in the contract. 34 ​ Table of Contents ​ The transaction price is the amount of consideration the Company expects to receive based on the arrangement with the customer.
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The duration of our contracts with customers is relatively short, generally less than a 90-day period, therefore there is not a significant financing component when considering the determination of the transaction price which gets allocated to the individual performance obligations, generally based on standalone selling prices.
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Additionally, we consider shipping costs charged to a customer as a fulfillment cost rather than a promised service and expense as incurred.
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Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis. ​ We record a contract asset when we have satisfied our performance obligation prior to billing and a contract liability when a customer payment is received prior to the satisfaction of our performance obligation.
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The difference between the beginning and ending balances of our contract assets and liabilities primarily results from the timing of our performance and the customer’s payment. See Note 3 – Revenue Recognition for more information. ​ We maintain allowances for estimated losses resulting from the inability of customers to make required payments.
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In addition, we monitor our customer receivable balances and the credit worthiness of our customers on an on-going basis.
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During downturns in our markets, declines in the financial condition and creditworthiness of customers impact the credit risk of the receivables involved and we have incurred additional bad debt expense related to customer defaults. ​ Business Combinations ​ The purchase price for business combinations is allocated to the estimated fair values of acquired tangible and intangible assets, including goodwill, and assumed liabilities, where applicable.
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Additionally, we recognize customer relationships, trademarks and trade names, and non-compete agreements as identifiable intangible assets, which are recorded at fair value as of the transaction date. The fair value of the customer relationships intangible assets is determined by management using the multi-period excess earnings method under the income approach.
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Assumptions used in determining the fair value of the customer relationships intangible asset include forecasted revenue growth rate, customer attrition rate, and discount rate. The fair value of other intangible assets is determined primarily using current industry information. Goodwill is recorded when consideration transferred exceeds the fair value of identifiable assets and liabilities.
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Measurement-period adjustments to assets acquired and liabilities assumed with a corresponding offset to goodwill are recorded in the period they occur, which may include up to one year from the acquisition date.
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Contingent consideration is recorded at fair value at the acquisition date. ​ Goodwill and Other Intangible Assets ​ We have two reporting units, which are also our operating and reporting segments: Installation and Specialty Distribution, and both contain goodwill.
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Our operating segments engage in business activities for which discrete financial information including long range forecasts is available, and we complete the impairment testing of goodwill at this level, as defined by accounting guidance.
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Assets acquired and liabilities assumed are assigned to the applicable reporting unit based on whether the acquired assets and liabilities relate to the operations of such unit and determination of its fair value.
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Goodwill assigned to the reporting unit is the excess of the fair value of the acquired business over the fair value of the individual assets acquired and liabilities assumed for the reporting unit. ​ We perform our annual impairment testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
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When assessing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
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If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.
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If we conclude otherwise, then no further action is taken. We also have the option to bypass the qualitative assessment and only perform a quantitative assessment.
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For the years ended December 31, 2024 and 2023, we performed qualitative assessments. ​ 35 ​ Table of Contents Fair value for our reporting units is determined using a discounted cash flow method and a market multiple approach (with a 50% weighting of each), both which include significant unobservable inputs (Level 3 inputs).
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We believe these methodologies are comparable to what would be used by other market participants. Using the discounted cash flow method requires us to make significant estimates and assumptions, including long term projections of cash flows, market conditions, and appropriate discount rates. Our judgments are based on historical experience, current market trends, consultations with external valuation specialists and other information.
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The market approach includes a comparison of the multiple of a reporting unit's carrying value to its earnings before interest, taxes, depreciation and amortization with the multiples of similar businesses or guideline companies whose securities are actively traded in the public markets.
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While we believe that the estimates and assumptions underlying the valuation methodologies are reasonable, changes to estimates and assumptions could result in different outcomes.
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In estimating future cash flows, we rely on internally generated long-range forecasts for sales and operating profits, and generally a one to three percent long term assumed annual growth rate of cash flows for periods after the long-range forecast.
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We generally develop these forecasts based upon, among other things, recent sales data for existing products, and estimated U.S. housing starts. ​ When necessary, an impairment loss is recognized to the extent that a reporting unit’s recorded goodwill exceeds its fair value.
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In the fourth quarters of 2024 and 2023, we performed an assessment on our goodwill and determined that the estimated fair value of each reporting unit substantially exceeded its carrying value, and therefore the goodwill was not impaired. ​ We did not recognize any impairment charges for goodwill for the years ended December 31, 2024, 2023, and 2022.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements and Supplementary Data 38 Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 38 Consolidated Balance Sheets 40 Consolidated Statements of Operations 41 Consolidated Statements of Comprehensive Income 42 Consolidated Statements of Cash Flows 43 Consolidated Statements of Changes in Shareholders’ Equity 44 Notes to Consolidated Financial Statements 45
Biggest changeFinancial Statements and Supplementary Data 39 Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 39 Consolidated Balance Sheets 42 Consolidated Statements of Operations 43 Consolidated Statements of Comprehensive Income 44 Consolidated Statements of Cash Flows 45 Consolidated Statements of Changes in Shareholders’ Equity 46 Notes to Consolidated Financial Statements 47
Item 6. [Reserved] 28 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 37 Item 8.
Item 6. [Reserved] 29 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 38 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources . ​ Major Customers ​ We have a diversified portfolio of customers. Our top customer accounted for approximately four percent of our total revenues for the year ended December 31, 2024.
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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIO N AND RESULTS OF OPERATIONS ​ The financial and business analysis below provides information which we believe is relevant to an assessment and understanding of our financial position, results of operations, and cash flows.
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Our top ten customers accounted for approximately 12 percent of our total sales in 2024. ​ Suppliers ​ Our businesses depend on our ability to obtain an adequate supply of high-quality products and components from manufacturers and other suppliers.
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This financial and business analysis should be read in conjunction with the financial statements and related notes. ​ In this section, we generally discuss the results of our operations for the year ended December 31, 2025, compared to the year ended December 31, 2024.
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We source the majority of our fiberglass building products from four primary U.S.-based residential fiberglass insulation manufacturers: CertainTeed, Johns Manville, Knauf, and Owens Corning.
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For a discussion of the year ended December 31, 2024, to the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025, which discussion is hereby incorporated herein by reference. ​ Executive Summary ​ We are a leading installer of insulation and commercial roofing and a specialty distributor of insulation and other building products to the construction industry in the United States and Canada.
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Failure by our suppliers to provide us with an adequate supply of high-quality products on commercially reasonable terms, or to comply with applicable legal requirements, could have a material, adverse effect on our financial condition or operating results. We have positive relationships with our suppliers and work diligently with them to ensure the quality of materials.
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Demand for our products and services is driven primarily by residential and commercial/industrial construction and by industrial manufacturing activity.
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Our current business model with material suppliers affords us flexibility in maximizing material purchasing, which is often driven by region, demand, supply, and pricing, without the constraints of exclusivity agreements. ​ Human Capital ​ As a leading installer of insulation and specialty distributor of insulation and building material products to the construction industry in the U.S. and Canada, our performance relies heavily on human capital and relationships with customers and suppliers.
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A number of local and national factors influence activity in each of our lines of business, including demographic trends, interest rates, employment levels, business investment, supply and demand for housing, availability of credit, foreclosure rates, consumer confidence, and general economic conditions. ​ The core of our business is inherently environmentally friendly.
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Accordingly, our success depends on our ability to attract, retain, protect, and develop our employees.
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Our insulation and commercial roofing installation services and our distributed products drive thermal efficiency, lower energy usage, and reduce carbon emissions.
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To support these objectives, we have designed and implemented a human capital management program that fosters a culture of inclusivity, collaboration, support, and innovation where every voice is welcome, heard, and respected. ​ Employee Recruiting & Retention ​ As of December 31, 2024, we had 13,984 employees (excluding contingent workers), of which 8,394 were installers. 714 of our employees were covered by 47 collective bargaining agreements that expire on various dates through 2027.
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We are a leader in delivering these benefits for new and existing homes and commercial/industrial facilities across the United States and Canada. ​ Strategy ​ We are committed to creating long-term value for all stakeholders – employees, customers, suppliers, and investors. Our team is focused on driving operational efficiencies and sharing best practices throughout our organization.
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We believe that our relationships with our union partners are good. ​ To attract and retain experienced employees, we offer a positive culture and competitive compensation, benefits, and development programs to all our employees.
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Our core values include: ​ • Safety – We put the safety of our people first. • Integrity – We deliver results with integrity, respect, and accountability. • Focus – We are customer-focused, grounded in strong relationships. • Innovation – We are continuously improving and encourage idea sharing. • Unity – We are united as one team, valuing diversity. • Community – We make a difference in the communities we serve. • Empowerment – We are empowered to be our best, individually and as a team. ​ Our strategy is focused on growth and productivity including: ​ • Attracting and retaining top talent by fostering a culture of respect, local empowerment and entrepreneurship; • Improving operational excellence by leveraging technology to drive productivity and efficiency; and • Driving profitable growth by expanding our market presence organically and through acquisitions. ​ Our operating results depend on residential new construction activity, commercial construction activity and industrial manufacturing activity, all of which are subject to business and economic cycles.
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Our benefits and development programs are designed to meet the needs of a diverse employee workforce and include tuition reimbursement, career growth and professional development opportunities and tools, matching 401(k) contributions, multiple dental and medical plan options, and paid time off. ​ We take proactive steps to find quality sources of construction labor and our Friends and Family Referral Program remains a key source for recruiting and retaining installers.
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These cycles have less of an impact on our Specialty Distribution segment due to the repair and replacement component of our mechanical insulation distribution business. In addition, within our Installation Services segment, our commercial roofing services include re-roofing and maintenance, which are not tied to new construction.
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This program has been very successful since its launch in 2020, and in 2024 led to the hiring and retention of 1,192 installers.
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We are also dependent on third-party suppliers and manufacturers providing us with an adequate supply of high-quality products. ​ 30 ​ Table of Contents Recent Developments Throughout 2025, the U.S. government announced tariffs and trade restrictions on certain goods produced outside the United States.
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In addition, we hire directly from the local communities in which our branches operate, and we partner with organizations that help source talent with diverse backgrounds, including organizations in support of veterans, refugees, and trade school students and graduates. ​ 7 ​ Table of Contents Voluntary turnover across all employee categories in 2024 was 24.7%, which is an improvement from our 2023 turnover rate of 30%.
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As a result, certain jurisdictions, including China, Mexico, Canada, and the European Union, also imposed tariffs and restrictions on certain goods produced in the United States.
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We attribute our effective retention rate to a positive employee experience featuring competitive wages, comprehensive benefits, meaningful work, and a sense of belonging and purpose. ​ Employee Development ​ To build a pipeline of leadership talent, we recruit internally and externally into our Manager in Training (MIT) program, which is designed to foster the development of participants into leaders across our Company.
Added
While we have a limited number of products that we purchase directly or indirectly from jurisdictions exposed to effected or proposed tariffs, such products represent a relatively small portion of our current material spend and we believe the direct impact for our business is minimal.
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The program lasts 12-20 months and participants are supported by our executive management team as they are immersed in all aspects of our operations and directly serve and support our customers and suppliers. Upon completion, successful participants are regularly promoted into branch leadership roles within our Company.
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We actively work with our supply base to mitigate the anticipated impact of current applicable tariffs and evaluate pricing actions to the extent we believe necessary or appropriate.
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Participants enter the MIT program on a rolling basis and in 2024 we had an average of 25-30 participants in the program at any given time, which is the highest in our Company’s history. ​ Additionally, in 2024 we introduced the Leadership Academy, which features two key leadership courses: Foundations of Leadership and Advanced Leadership Principles.
Added
The potential direct and indirect impacts of tariffs on the broad economy and, in particular, housing demand, are uncertain and we continue to closely monitor and evaluate the ongoing situation. ​ Material Trends in Our Business ​ Residential New Construction Demand for single-family homes in 2025 weakened throughout the year and continues to be uneven across the country.
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Participants are nominated by the Company’s senior leaders and take part in a 6-month program teaching inspirational leadership, personal leadership awareness, team management, people development, leadership skills, and the importance of high performing teams.
Added
Multi-family starts have slowly started to improve in certain geographies. We expect our multi-family sales will continue to be slow as we move into 2026. Multi-family housing units typically require approximately 40% of the insulation that a single-family unit requires.
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The Leadership Academy aligns with TopBuild’s core values and leadership expectations and is designed to promote both personal and organizational growth. ​ Workforce Diversification ​ As of December 31, 2024, our employees self-identified as 46.8% Hispanic, 34.1% White, 7.4% Black, 3.8% Other or Multi Race, and 7.8% Undisclosed.
Added
While the residential end-markets are facing near-term uncertainty due to affordability concerns, interest rates, and overall consumer confidence, we remain optimistic about the longer-term fundamentals due to underbuilding in the United States in prior years. ​ Commercial and Industrial Construction Our heavy commercial and industrial backlog is strong, our bidding activity is active, and our acquisitions of Progressive and SPI in 2025 all continue to support our positive view of commercial/industrial sales at our Installation Services and Specialty Distribution segments.
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Our employees represent a higher racial diversification than both the construction industry average and the total U.S. workforce, as reported by the Bureau of Labor Statistics (December 2024).
Added
We remain optimistic that declining interest rates in the future will continue to unlock projects across many industries.
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In addition, our workforce self-identifying as female as of December 31, 2024, was 11.6%, which is in line with the U.S. construction industry female workforce, as reported by the Bureau of Labor Statistics (December 2024).
Added
In addition, recurring maintenance and repair work on commercial and industrial sites serves as a continued driver for our business. ​ Seasonality ​ Sales across our end markets are typically slower during the winter months due to lower construction activity. ​ Results of Operations ​ We report our financial results in conformity with GAAP. ​ The following table sets forth our net sales, gross profit, operating profit, and margins, as reported in our Consolidated Statements of Operations, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Net sales ​ $ 5,409,086 ​ $ 5,329,803 ​ Cost of sales ​ ​ 3,840,089 ​ ​ 3,704,885 ​ Cost of sales ratio ​ ​ 71.0 % ​ 69.5 % ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ ​ 1,568,997 ​ ​ 1,624,918 ​ Gross profit margin ​ ​ 29.0 % ​ 30.5 % ​ ​ ​ ​ ​ ​ ​ ​ Selling, general, and administrative expense ​ ​ 777,064 ​ ​ 738,575 ​ Selling, general, and administrative expense to sales ratio ​ ​ 14.4 % ​ 13.9 % ​ ​ ​ ​ ​ ​ ​ ​ Operating profit ​ ​ 791,933 ​ ​ 886,343 ​ Operating profit margin ​ ​ 14.6 % ​ 16.6 % ​ ​ ​ ​ ​ ​ ​ ​ Other expense, net ​ ​ (88,350) ​ ​ (45,555) ​ Income tax expense ​ ​ (181,856) ​ ​ (218,186) ​ Net income ​ $ 521,727 ​ $ 622,602 ​ Net margin ​ ​ 9.6 % ​ 11.7 % 31 ​ Table of Contents Comparison of the Years Ended December 31, 2025 and December 31, 2024 ​ Sales and Operations ​ Net sales for 2025 increased 1.5 percent, or $79.3 million, to $5.4 billion.
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Our corporate leadership team (managers and above) self-identified as approximately 37.7% female, and of all leaders (managers and above) 28.3% identify as non-white or undisclosed. ​ ​ ​ ​ *Sums to greater than or less than 100% due to multi-racial reporting. ​ We acknowledge and are committed to respecting and upholding the human rights and dignity of all individuals within our operations.
Added
The increase was driven by an 8.8 percent increase in sales from acquisitions, and a 0.8 percent impact from higher selling prices, partially offset by an 8.1 percent decline in volume. ​ Our gross profit margins were 29.0 percent and 30.5 percent for 2025 and 2024, respectively.
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We have adopted a company-wide Human Rights policy, which is designed to promote a workplace that values and respects the contributions and perspectives of all employees from a variety of backgrounds, skills, and experiences.
Added
The decline in gross profit margin is primarily due to lower sales volume, and customer price pressures on residential products within our distribution business. In addition, we incurred $12.5 million of one-time expenses in connection with our branch consolidations and headcount reductions and $11.4 million amortization of inventory step-up related to purchase accounting.
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Company policies, including the Human Rights Policy, are published in the ESG section of our website. ​ 8 ​ Table of Contents Safety ​ We prioritize a culture of safety that innovates better and safer ways to work, emphasizes best practices, and rewards ongoing improvement in our safety performance.
Added
These impacts were partially offset by savings from branch consolidations and headcount reductions. ​ Selling, general, and administrative expenses as a percentage of sales were 14.4 percent and 13.9 percent for 2025 and 2024, respectively.
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We believe our focus on safety is a key differentiator in our industry, and it is an important indicator in how we measure our Company’s success. ​ To achieve continuous improvement in safety, we provide our employees with ongoing safety training, information, and programs. Training commences upon employee onboarding and continues with regular sessions delivered throughout the year.
Added
Increase in the percentage of sales during 2025 is due to incremental selling, general, and administrative expenses from acquisitions, including intangible amortization, and acquisition-related transaction costs. ​ Operating margins were 14.6 percent and 16.6 percent for 2025 and 2024, respectively.
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All new hires must complete our standard safety curriculum and we require a minimum number of annual training hours thereafter. We provide training sessions in-person, online or on-demand, with specific training assigned by job and work scope.
Added
The decrease in operating margins was due to lower sales volume, and customer price pressures on residential products within our distribution business along with $14.5 million of one-time expenses in connection with our branch consolidations and headcount reductions, and $11.4 million amortization of inventory step-up related to purchase accounting for SPI.
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All safety training programs are available in the employee’s preferred language and attending employees are evaluated for understanding through written, verbal, and skill-based assessments.
Added
In addition, we incurred incremental selling, general, and administrative expenses from acquisitions, including amortization, and acquisition-related transaction costs, partially offset by savings from these branch consolidations and headcount reductions. ​ Other Expense, Net ​ Other expense, net, increased $42.8 million to $88.4 million in 2025 from $45.6 million in 2024.
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During 2024, we assigned each of our employees an average of 13.0 hours of safety training. ​ To align our workforce with our safety goals, a portion of our annual incentive compensation for all eligible employees, including our senior leadership, is tied to our safety performance.
Added
The increase is primarily driven by higher interest expense of $30.7 million from Amendment No. 5 and issuance of 5.625% Senior Notes, along with $12.6 million lower interest income due to lower average levels of invested cash balances throughout the year. ​ Income Tax Expense ​ Our effective tax rate decreased from 26.0 percent in 2024 to 25.8 percent in 2025.
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While we ultimately strive to have zero incidents, we set an aggressive annual target based on prior year performance as compared against industry average at the company level and for each business segment.
Added
The lower 2025 rate was primarily related to state tax adjustments. ​ 32 ​ Table of Contents 2025 and 2024 Business Segment Results ​ The following table sets forth our net sales and operating profit information by business segment, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ ​ Percent Change ​ Net sales by business segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ Installation Services $ 3,182,853 ​ $ 3,294,630 ​ ​ (3.4) % Specialty Distribution ​ 2,523,323 ​ ​ 2,340,837 ​ ​ 7.8 % Intercompany eliminations ​ (297,090) ​ ​ (305,664) ​ ​ ​ ​ Net sales $ 5,409,086 ​ $ 5,329,803 ​ ​ 1.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating profit by business segment (a): ​ ​ ​ ​ ​ ​ ​ ​ ​ Installation Services $ 589,494 ​ $ 649,162 ​ ​ (9.2) % Specialty Distribution ​ 322,966 ​ ​ 352,431 ​ ​ (8.4) % Intercompany eliminations ​ (53,880) ​ ​ (49,834) ​ ​ ​ ​ Operating profit before general corporate expense ​ 858,580 ​ ​ 951,759 ​ ​ (9.8) % General corporate expense, net (b) ​ (66,647) ​ ​ (65,416) ​ ​ ​ ​ Operating profit $ 791,933 ​ $ 886,343 ​ ​ (10.7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating profit margins: ​ ​ ​ ​ ​ ​ ​ ​ ​ Installation Services ​ 18.5 % ​ 19.7 % ​ ​ ​ Specialty Distribution ​ 12.8 % ​ 15.1 % ​ ​ ​ Operating profit margin before general corporate expense ​ 15.9 % ​ 17.9 % ​ ​ ​ Operating profit margin ​ 14.6 % ​ 16.6 % ​ ​ ​ (a) Segment operating profit includes an allocation of general corporate expenses attributable to the operating segments which is based on direct benefit or usage (such as salaries of corporate employees who directly support the segment).
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Further, our regional Safety Managers audit field locations and our Branch Support Center to assess compliance with our policies and procedures. ​ We closely monitor injury trends and conduct extensive research to better understand and improve our safety performance. In 2024, we experienced no fatalities.
Added
(b) General corporate expense, net includes expenses not specifically attributable to our segments for functions such as corporate human resources, finance and legal, including salaries, benefits, and other related costs. In our second quarter of 2024, we incurred an acquisition termination fee of $23.0 million. See Item 8. Financial Statements and Supplementary Data – Note 8.
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Our company-wide injury rate was 1.95 and our lost time case rate was 0.61, each of which is significantly below the industry average of 3.6 and 1.5, respectively, as reported by the Bureau of Labor and Statistics for NAICS 23831 (2023).
Added
Segment Information and Note 15. Business Combinations. ​ 2025 and 2024 Business Segment Results Discussion ​ Changes in operating profit margins in the following business segment results discussion exclude general corporate expense, net in 2025 and 2024, as applicable. ​ Installation Services ​ Sales ​ Sales decreased $111.8 million, or 3.4 percent, in 2025 compared to 2024.
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Our incident rates do not include the impact of acquired companies in the year of acquisition. ​ ​ ​ ​ Community Involvement ​ TopBuild has a longstanding commitment to making a positive impact on the communities in which we live and work.
Added
Sales decreased 11.2 percent from lower sales volume, partially offset by an increase of 7.6 percent from our acquisitions and 0.2 percent from higher selling prices. ​ Operating Results ​ Operating margins in the Installation Services segment were 18.5 percent and 19.7 percent for 2025 and 2024, respectively.
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Through our affiliate partnerships, we support initiatives that create positive and lasting improvements in these communities: ​ Habitat for Humanity : Our 2024 Habitat for Humanity Golf Tournament was our largest event ever, raising a total of $1.0 million.
Added
The decrease in operating margin is primarily due to lower sales volume, higher acquisition-related amortization, and one-time expenses incurred in connection with our branch consolidations and headcount reductions, but was partially offset by the savings generated by the cost reduction actions taken in the first quarter of 2025. ​ Specialty Distribution ​ Sales ​ Sales increased $182.5 million, or 7.8 percent, in 2025 compared to 2024.
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Since 2016, TopBuild and its supplier partners have contributed nearly $5.0 million to help Habitat for Humanity realize its vision of providing families with safe and affordable housing. Alongside monetary donations, TopBuild and its employees have provided material donations, countless volunteer hours, and attended numerous dedication ceremonies to celebrate families and their entry into home ownership.
Added
Sales increased 9.4 percent from our acquisitions and 1.4 percent from higher selling prices, partially offset by 3.0 percent lower sales volume. 33 ​ Table of Contents ​ Operating Results ​ Operating margins in the Specialty Distribution segment were 12.8 percent and 15.1 percent for 2025 and 2024, respectively.
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Together, TopBuild and Habitat for Humanity have helped build better lives, strengthening our communities one family at a time. 9 ​ Table of Contents NASCAR Foundation : In 2024, TopBuild continued its partnership with the NASCAR Foundation and was a primary sponsor of their Speedy Bear Brigade initiative, which provided 4,000 pediatric patients across the country with a teddy bear, other toys, and a personalized ‘Get Well Soon’ card, making their hospital stays more comfortable. ​ Payit4ward : TopBuild sponsored Payit4ward’s annual summer Back to School Drive by donating over 2,000 backpacks for the event.
Added
The decrease in operating margin is primarily due to one-time expenses incurred in connection with our branch consolidations, lower sales volume, and price pressures on residential products, but was partially offset by the savings generated by the cost reduction actions taken in the first quarter of 2025.
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In partnership with other volunteers from the community, our employees helped fill the backpacks with school supplies, ensuring thousands of underserved children were prepared and excited for their first day of school. ​ American Red Cross : In 2024, TopBuild donated $25,000 to the American Red Cross to help provide aid to families impacted by storms and other natural disasters. ​ Sophie’s Circle : In 2024, TopBuild employees helped raise $5,000 to provide food, shelter, and medical care to animals in our community. ​ Salvation Army : TopBuild is an active supporter of the Salvation Army and their Angel Tree program.
Added
In addition , we incurred $11.4 million amortization of inventory step-up related to purchase accounting in connection with our acquisition of SPI . Commitments and Contingencies ​ We are subject to certain claims, charges, litigation, and other proceedings in the ordinary course of our business.
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In 2024, our employees purchased holiday gifts for 75 children, along with providing financial support to help the Salvation Army offer humanitarian aid to individuals and families in need throughout the year. ​ Employee Engagement ​ Employee feedback and engagement are critical as we continue to foster a positive work environment and employee experience.
Added
We believe we have adequate defenses in these matters, and we do not believe that the ultimate outcome of these matters will have a material adverse effect on us. For additional information see Item 8. Financial Statements and Supplementary Data – Note 11.
Removed
In addition to new-hire and exit surveys, we conduct all-employee engagement surveys administered by a third party. The most recent survey took place in 2023 and 60% of our employees responded.
Added
Other Commitments and Contingencies. ​ Liquidity and Capital Resources ​ We have access to liquidity through our cash from operations and available borrowing capacity under Amendment No. 5, which provides for borrowing and/or standby letter of credit issuances of up to $1.0 billion under the revolving facility. For additional information regarding our outstanding debt and borrowing capacity see Item 8.
Removed
We are proud that our engagement index score was 85%, representing positive feedback on questions related to pride in our Company, a sense of accomplishment, and an intent to stay. We shared the results of our survey with our employees, leadership at all levels and locations, and with our Board.
Added
Financial Statements and Supplementary Data – Note 6.
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While the survey results were positive, we understand that we must continue to listen to our employees and prioritize action in areas of improvement identified by the survey respondents. ​ In 2024, TopBuild was certified as a Great Place to Work® for the second consecutive year.
Added
Long-Term Debt. ​ The following table summarizes our total liquidity, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 Cash and cash equivalents (a) ​ $ 184,742 ​ $ 400,318 ​ ​ ​ ​ ​ ​ ​ Revolving facility ​ ​ 1,000,000 ​ ​ 500,000 Less: standby letters of credit ​ ​ (66,103) ​ ​ (63,770) Availability under Revolving facility ​ ​ 933,897 ​ ​ 436,230 ​ ​ ​ ​ ​ ​ ​ Total liquidity ​ $ 1,118,639 ​ $ 836,548 (a) Our cash and cash equivalents consist of AAA-rated money market funds as well as cash held in our demand deposit accounts. ​ We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to support our ongoing operations and known contractual obligations including funding our debt service requirements, capital expenditures, lease obligations and working capital needs for at least the next twelve months.
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This two-step certification process includes employee feedback to a third-party survey and a questionnaire about the workforce and culture. We are proud to report that 81% of our surveyed employees say that TopBuild is a great place to work, as compared to 57% of employees at a typical U.S. based company.
Added
We also have adequate liquidity to maintain off-balance sheet arrangements for short-term leases, letters of credit, and performance and license bonds. See Item 8. Financial Statements and Supplementary Data of this Annual Report for related disclosures. ​ We use performance bonds to ensure completion of our work on certain larger customer contracts that can span multiple accounting periods.
Removed
(Source: Great Place To Work® 2021 Global Employee Engagement Study.) ​ TopBuild was also named to Forbes’ America’s Best Companies 2025 inaugural list. This is Forbes’ most comprehensive company ranking, assessing thousands of U.S.-headquartered public companies against more than 60 metrics and 11 primary categories to identify the top 300 companies that excel across the board.
Added
Performance bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed.
Removed
The measured categories include financial strength, employee and customer sentiment, and workforce stability.
Added
We also have bonds outstanding for license and insurance. ​ The following table summarizes our outstanding performance, licensing, insurance, and other bonds, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 Outstanding bonds: ​ ​ ​ ​ ​ ​ Performance bonds ​ $ 251,622 ​ $ 146,479 Licensing, insurance, and other bonds ​ ​ 30,656 ​ ​ 28,462 Total bonds ​ $ 282,278 ​ $ 174,941 ​ 34 ​ Table of Contents The acquisition of Progressive in 2025 accounts for $123.2 million of the increase in outstanding bonds as of December 31, 2025 compared to the prior year. ​ Cash Flows ​ The following table presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the periods indicated, in thousands: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Changes in cash and cash equivalents: ​ ​ ​ ​ ​ ​ Net cash provided by operating activities ​ $ 756,319 ​ $ 776,026 Net cash used in investing activities ​ (1,990,441) ​ (203,523) Net cash provided by (used in) financing activities ​ ​ 1,016,767 ​ ​ (1,016,272) Impact of exchange rate changes on cash ​ ​ 1,779 ​ ​ (4,478) Net decrease in cash and cash equivalents ​ $ (215,576) ​ $ (448,247) ​ Net cash flows provided by operating activities decreased $19.7 million for the year ended December 31, 2025, as compared to December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added0 removed0 unchanged
Biggest changeWe also have outstanding 3.625% Senior Notes with an aggregate principal balance of $400.0 million and 4.125% Senior Notes with an aggregate principal balance of $500.0 million.
Biggest changeWe also have outstanding 3.625% Senior Notes with an aggregate principal balance of $400.0 million, 4.125% Senior Notes with an aggregate principal balance of $500.0 million, and 5.625% Senior Notes with an aggregate principal balance of $750.0 million.
The 3.625% Senior Notes and 4.125% Senior Notes bear a fixed rate of interest and therefore are excluded from the calculation below as they are not subject to fluctuations in interest rates. Interest payable on both the aggregate Term Loan and revolving facility is based on a variable interest rate.
The 3.625% Senior Notes, 4.125% Senior Notes, and 5.625% Senior Notes bear a fixed rate of interest and therefore are excluded from the calculation below as they are not subject to fluctuations in interest rates. Interest payable on both the aggregate Term Loan and revolving facility is based on a variable interest rate.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RIS K Interest Rate Risk We have a Term Loan outstanding with a principal balance of $487.5 million and a revolving facility with an aggregate borrowing capacity of $500.0 million.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RIS K Interest Rate Risk We have a Term Loan outstanding with a principal balance of $1.2 billion and a revolving facility with an aggregate borrowing capacity of $1.0 billion.
Based on our outstanding borrowings as of December 31, 2024, a 100-basis point increase in the interest rate would result in a $4.7 million increase in our annualized interest expense. There was no outstanding balance under the revolving facility as of December 31, 2024. 37 Table of Contents
Based on our outstanding borrowings as of December 31, 2025, a 100-basis point increase in the interest rate would result in approximately a $12.0 million increase in our annualized interest expense. There was no outstanding balance under the revolving facility as of December 31, 2025. 38 Table of Contents
As a result, we are exposed to market risks related to fluctuations in interest rates on this outstanding indebtedness. As of December 31, 2024, the applicable interest rate as of such date was 5.46%.
As a result, we are exposed to market risks related to fluctuations in interest rates on this outstanding indebtedness. As of December 31, 2025, the applicable interest rate was 4.97%.

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