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TopBuild Corp_December 31, 2025

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

For the transition period from to

Commission file number: 001-36870

TopBuild Corp.

(Exact Name of Registrant as Specified in its Charter)

(386) 304-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.01 per share BLD New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

⌧Yes◻ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

◻ Yes ⌧No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

⌧Yes◻ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

⌧Yes◻ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer⌧ Accelerated filer ◻ Non-accelerated filer ☐ Smaller reporting company ◻ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ⌧

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐Yes ⌧ No

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based on the closing price of $323.74 per share as reported on the New York Stock Exchange on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $9.1 billion.

The registrant had outstanding 28,139,530 shares of Common Stock, par value $0.01 per share as of February 19, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2025, are incorporated by reference into Part III of this Form 10-K.

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TOPBUILD CORP.

TABLE OF CONTENTS

Page No.

Part I.

Item 1. Business 4

Item 1A. Risk Factors 13

Item 1B. Unresolved Staff Comments 25

Item 1C. Cyber Risk Management, Strategy and Governance 25

Item 2. Properties 27

Item 3. Legal Proceedings 27

Item 4. Mine Safety Disclosures 27

Part II.

Item 6. [Reserved] 29

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 38

Item 8. Financial 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 9A. Controls and Procedures 76

Item 9B. Other Information 77

Part III.

Item 10. Directors, Executive Officers, and Corporate Governance 77

Item 11. Executive Compensation 78

Item 14. Principal Accountant Fees and Services 78

Part IV.

Item 15. Exhibits and Financial Statement Schedules 78

Index to Exhibits 79

Signatures 82

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GLOSSARY

We use acronyms, abbreviations, and other defined terms throughout this Annual Report on Form 10-K, as defined in the glossary below:

Term Definition

Amendment No. 5 Amendment No. 5 to the Credit Agreement dated May 16, 2025

ASC Accounting Standards Codification

ASU Accounting Standards Update

Board Board of Directors of TopBuild

BofA Bank of America, N.A.

CODM Chief Operating Decision Maker

Diamond Doors Diamond Door Products, Ltd.

EBITDA Earnings before interest, taxes, depreciation, and amortization

Exchange Act The Securities Exchange Act of 1934, as amended

FASB Financial Accounting Standards Board

GAAP Generally accepted accounting principles in the United States of America

Insulation Fabrics Insulation Fabrics, LLC

Insulation Works Insulation Works, Inc.

L&L Insulation L&L Insulation, LLC

Metro Metro Supply Co., LLC

NYSE New York Stock Exchange

Progressive PR Midco LLC, d/b/a Progressive Roofing

ROU Right of use (asset), as defined in ASC 842

RSA Restricted stock award

Seal-Rite Seal-Rite Insulation Inc

SEC United States Securities and Exchange Commission

SOFR Secured overnight financing rate

SPI SPI LLC d/b/a Specialty Products & Insulation

Texas Insulation EOAKIS, LLC, d/b/a Texas Insulation

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Annual Report that reflect our views about future periods, including our future plans and performance, constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” “may,” “project,” “estimate” or “intend,” the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. We caution you against unduly relying on any of these forward-looking statements. Our future performance may be affected by the duration and impact of negative macro-economic impacts on the United States economy, specifically with respect to residential, commercial/industrial construction, our ability to collect our receivables from our customers, our reliance on residential new construction, residential repair/remodel, and commercial/industrial construction; our reliance on third-party suppliers and manufacturers; our ability to attract, develop, and retain talented personnel and our sales and labor force; our ability to maintain consistent practices across our locations; our ability to maintain our competitive position; and our ability to find attractive acquisition targets, successfully complete acquisitions and realize the expected benefits of our acquisitions. We discuss the material risks we face under the caption entitled “Risk Factors” in Item 1A of this Annual Report. Our forward-looking statements in this Annual Report speak only as of the date of this Annual Report. Factors or events that could cause our actual results to differ may emerge from time to time and it is not possible for us to predict all of them. Unless required by law, we undertake no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise.

PART I

Item 1. BUSINESS

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 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. 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 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. 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’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.

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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. 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. 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. 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. 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. 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. 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. At the same time, our dispersed branches benefit from centralized functions such as purchasing, information technology, sales and marketing support, and accounting and finance.

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Competitive Advantages

The market for the distribution and installation of building materials including commercial roofing is highly fragmented and competitive. 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. 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. 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:

Two avenues to reach builders and contractors. 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. 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 Specialty Distribution business focuses on selling to small contractors who generally have strong local relationships with smaller custom builders and general contractors, and to industrial general contractors and facilities requiring customized solutions on a recurring basis. 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. 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. This included expanding our commercial/industrial operations and sales capacity, adding commercial/industrial product offerings, developing relationships with commercial/industrial general contractors, and building our expertise and reputation for quality service for both light and heavy commercial/industrial construction projects. 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.

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Strong local presence. 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. 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. For residential housing, our Specialty Distribution centers service primarily local contractors, lumberyards, retail stores and others who, in turn, service local homebuilders and other customers. For commercial/industrial mechanical insulation, we primarily service mechanical insulation installers, general contractors and end-users across diverse industries such as oil and gas, liquefied natural gas, data centers, food and beverage, and pharmaceuticals and biotech. In addition, we provide industrial customers with mechanical insulation for maintenance and repair operations which must be performed on a scheduled basis as mechanical insulation is often exposed to extreme temperatures. 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. 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. 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 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 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. 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. 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. 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. 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. 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.

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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. Accordingly, our success depends on our ability to attract, develop, protect, reward and retain our employees. 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. 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. 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. This program has been very successful since its launch in 2020, and in 2025 led to the hiring and retention of 580 insulation installers. 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. 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% . 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. 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. 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. Participants are nominated by the Company’s senior leaders and take part in a 6-month program teaching managerial and leadership skills. 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. 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). 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). 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.

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*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. 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. 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. 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. 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. 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. 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. 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. 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 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). Our incident rates do not include the impact of acquired companies in the year of acquisition.

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Community Involvement

TopBuild remains deeply committed to making a positive impact on the communities where our employees live and work. 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. 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. 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. 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. 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%). 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. 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. 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. (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. The measured categories include financial strength, employee and customer sentiment, and workforce stability. 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.

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Executive Officers

Set forth below is information about our executive officers. There are no family relationships among any of the officers named below.

Robert M. Buck, age 56

• Chief Executive Officer and President since January 1, 2021

• President and Chief Operating Officer from June 2015 – December 2020

• President of Masco Contractor Services from 2009 – 2014

Robert M. Kuhns, age 52

• Vice President and Chief Financial Officer since March 2022

• Vice President, Controller from July 2018 – March 2022

John F. 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

Luis F. Machado, age 63

• Vice President, General Counsel and Corporate Secretary since August 2020

Jennifer J. Shoffner, age 53

• Chief Human Resources Officer since August 2020

• Vice President, Talent Management from February 2020 – August 2020

Joseph M. Viselli, age 58

• Vice President and Chief Growth Officer since October 2024

• Vice President and Chief Operating Officer from October 2022 – October 2024

Steven P. Raia, age 70

• 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. In addition to complying with current

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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. 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. Further, as discussed in our Item 1A (Risk Factors), if we do not effectively and timely comply with legal requirements and industry standards, our operating results could be negatively affected, and we could become subject to substantial penalties or other legal liabilities.

Additional Information

We provide our Annual Reports, Quarterly Reports, Current Reports and amendments to those reports free of charge on our website, www.topbuild.com, as soon as reasonably practicable after these reports are filed with or furnished to the SEC. We also provide information relating to our policies and practices, and safety metrics, on our website. Information contained on our website is not incorporated by reference into this Form 10-K, and you should not consider information contained on our website to be part of this Form 10-K or in deciding whether to purchase shares of our common stock.

Use of our Website to Distribute Company Information

We use our website, www.topbuild.com, as a channel of distribution and routinely post important Company information including press releases, investor presentations and financial information. We may also use our website to expedite public access to time-critical information regarding our Company in advance of or in lieu of distributing a press release simultaneously with a filing with the SEC disclosing the same information. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available.

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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. 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. 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. 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. 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. 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. 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. 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. 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. If we are unable to maintain purchase pricing consistent with prior periods or are unable to pass on price increases, our costs could increase and our margins may be adversely affected.

The development of alternatives to distributors in the supply chain could cause a decrease in our sales and operating results and limit our ability to grow our business.

Our Specialty Distribution customers could begin purchasing more of their products directly from manufacturers, which would result in decreases in our net sales and earnings. Our suppliers could invest in infrastructure to expand their own local sales force and sell more products directly to our Specialty Distribution customers, which also would 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.

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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. 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. 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. Entering new geographic regions or market segments often involves navigating unfamiliar competitive landscapes, varying customer preferences, and complex regulatory requirements. 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. 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. 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. 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. 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. 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. Adverse events such as hurricanes, snowstorms, and extreme heat can delay or suspend roofing and insulation projects, impact material integrity, and increase costs. Seasonal fluctuations also affect revenue predictability and workforce utilization, particularly in northern regions of our geographic footprint.

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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. To the extent that economic activity, business conditions, and the industries in which we operate deteriorate as a result of such disruptions, we would expect to experience an adverse impact on demand for our services and the products we distribute, our ability to provide services, or our results of operations or financial condition.

Our business may be adversely affected by economic, political and social conditions and events in North America or other regions where we may not operate.

We operate primarily in North America but also supply projects in other parts of the world and have suppliers and customers that have operations outside of North America. Our business is subject to risks arising from economic, political, and social conditions and events in any of these regions, such as recessions, inflation, deflation, currency fluctuations, trade disputes, wars, terrorist attacks, pandemics, natural disasters, and other crises. These conditions and events may affect the demand for our services and products, the availability and cost of materials and labor, the financial condition and creditworthiness of our customers and suppliers, the stability and regulation of financial markets, the ability to raise capital, the enforcement of contractual obligations, the protection of intellectual property rights, and the conduct of business operations. Any of these factors could have a material adverse effect on our business, results of operations, and financial condition.

Risks Relating to Human Capital

Labor Availability and Workforce Challenges

The insulation installation and commercial roofing industries face persistent labor shortages, particularly in skilled trades. TopBuild’s ability to recruit and retain qualified tradespeople and laborers is critical to maintaining project timelines and service quality. An aging workforce, limited vocational training pipelines, and other constraints on labor availability further exacerbate these challenges, potentially increasing labor costs and reducing productivity across our branch network. Increased immigration enforcement actions, including audits, workplace raids, and enhanced verification requirements, may pose risks to our business operations. Heightened enforcement efforts can result in labor shortages if employees are found to be ineligible for employment or if potential candidates are deterred from seeking work. Such actions may also lead to reputational harm, increased compliance costs, and potential fines or penalties should any violations be identified. 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. 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. 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. We face substantial competition in recruiting and retaining skilled installers, roofers, truck drivers, warehouse workers, and other laborers, particularly given current labor market constraints. To support job satisfaction and performance, we dedicate considerable resources to training and motivating our workforce. However, these roles tend to experience high turnover, which increases our training and retention expenses. 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.

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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. 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. 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. 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. 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. 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. 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. These risks could be heightened if future legislation or regulations facilitate unionization among our workforce. Additionally, some of our suppliers employ unionized workers, and certain products we install or distribute are transported by unionized drivers. 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. We rely on a combination of trade secrets and contractual confidentiality provisions and, to a much lesser extent, copyrights and trademarks, to protect our proprietary rights. Accordingly, our intellectual property is more vulnerable than it would be if it were protected primarily by patents. We may be required to spend significant resources to monitor and protect our proprietary rights, and in the event a misappropriation or breach of our proprietary rights occurs, our competitive position in the market may be harmed. In addition, competitors may develop competing technologies and expertise that renders our expertise obsolete or less valuable.

Risks Relating toMergers and Acquisitions

We may not be successful in identifying and making acquisitions.

We have made, and in the future may continue to make, strategic acquisitions as part of our growth strategy. 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;

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• 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. The process of integrating acquired businesses, may expose us to operational challenges and risks, including, but not limited to:

• the expense of integrating acquired businesses;

• increased indebtedness;

• potential impairment of goodwill and other intangible assets;

• the availability of funding sufficient to meet increased capital needs;

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. 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. 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. In addition, the costs of achieving these benefits may be higher than, and the timing may differ from, what we expect. 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:

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.

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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. 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. If our corporate strategies and policies are not implemented uniformly at the local or regional level, our business, financial condition, results of operations, and cash flows could be materially and adversely affected.

Litigation and Liability Exposure

Our business faces substantial liability exposure due to the nature and breadth of our operations, which include roofing and insulation installation, commercial projects, and a network of widely dispersed branches across the United States and Canada. 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. Risks are heightened by job-related hazards, recent acquisitions, and contractual arrangements to indemnify builder and contractor customers. Liability can also arise from periods prior to acquisition, with indemnification from former owners, subject to limitations. Defending these claims may require significant resources, incur substantial legal expenses, and result in adverse judgments or insurance premium increases, all of which can materially impact our financial condition and operating results. While we maintain insurance coverage for certain risks, coverage may be insufficient or, in some cases, not obtained if costs are excessive. 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. These matters include, but are not limited to, contract disputes, personal injury and automobile liability claims, warranty and construction defect claims, environmental and employment-related claims, tax disputes, product quality issues from suppliers, and class actions. 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. Our builder and contractor customers may seek indemnification under contractual arrangements for product liability, casualty, negligence, construction defect, breach of contract, and warranty claims. Because we rely on third-party manufacturers and suppliers for most installed and distributed products, we are exposed to risks regarding product quality, as well as potential claims arising from the actions of employees, homebuilders, and subcontractors. Defending such claims and legal proceedings can be costly and time-consuming, regardless of fault or outcome, and prolonged statutes of limitations for construction defect lawsuits may further increase exposure. These matters can negatively impact customer confidence and divert management attention. 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. Uninsured or underinsured significant accidents, judgments, or claims could materially and adversely affect our business, financial condition, and results of operations.

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Use of Insurance Captive to Manage Risk

We utilize a wholly owned insurance captive to manage certain operational risks, including general liability, employer’s liability, automobile liability, and other insurable exposures. The use of this captive affords us enhanced control over claims management and potential cost efficiencies; however, it also subjects us to material financial and operational risks. The captive operates under regulatory oversight and is required to maintain adequate reserves to satisfy potential claims. Should actual claims surpass anticipated levels, or should reserve estimates prove inadequate, we may be compelled to contribute additional capital to the captive, which could adversely affect our liquidity and financial position. Additionally, changes in insurance regulations or tax laws applicable to captives may affect the viability or cost-effectiveness of this risk management approach. Our reliance on the captive centralizes risk within a single entity, and any operational failure—such as mismanagement of claims or insufficient reinsurance coverage—could result in significant financial exposure. Further, adverse trends in the insurance market, including increased claim severity, may impair the captive’s effectiveness in mitigating risk. 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 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. Compliance with these regulations and industry standards is costly and may require us to invest additional resources into our compliance infrastructure, thereby increasing our cost structure. We may also be required to alter our installation and distribution processes, product sourcing, or business practices, which could make recruiting and retaining labor in a tight labor market more challenging. 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. Although we believe that we operate our business, including each of our locations and acquired businesses, in compliance with applicable laws and regulations and maintain all material permits required under such laws and regulations to operate our business, we may be held liable or incur fines or penalties in connection with such requirements. In addition, environmental laws and regulations, including those related to energy use and climate change, may become more stringent over time, and any future laws and regulations could have a material impact on our operations or require us to incur material additional expenses to comply. We may be subject to environmental claims or liabilities arising from the ownership or operation of acquired businesses for the periods prior to our acquisition. 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 competitive position is supported, in part, by our capacity to adapt to evolving customer demands and regulatory standards. 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. 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.

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Risks Relating to theIndustries 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. 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. 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. 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 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. 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. 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. 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.

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. 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, 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. 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, our commercial roofing installation business is subject to significant pricing pressure from customers, as contractors and industrial clients often demand competitive rates in a highly fragmented market, which can limit our ability to pass on cost increases and may adversely affect our margins and operating results.

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Insurance and Bonding Constraints

We maintain a variety of insurance policies and surety bonds, as well as an insurance captive, as part of our risk management strategy to mitigate operational, financial, and legal exposures inherent in our business. Our insurance captive is designed to provide supplemental coverage and manage certain risks that may not be adequately addressed by traditional insurance markets. Despite these measures, we remain subject to significant risks related to insurance and bonding. An increase in claims activity, whether due to adverse events, litigation, or other factors, may result in higher premiums, increased deductibles, reduced coverage limits, or exclusions for specific risks, for both externally placed policies and those managed through our captive. Additionally, changes in the insurance marketplace, such as tightening underwriting standards or reduced insurer capacity, could make it more difficult or costly for us to renew existing policies or obtain coverage for new or emerging risks. Our ability to secure surety bonds—which are essential for bidding on and executing large-scale commercial and industrial projects—may be adversely affected by changes in our financial position, claims history, or shifts in the bonding market. If we are unable to maintain adequate coverage through a combination of commercial insurance, captive insurance, and required bonding, we could be exposed to significant financial losses, contract penalties, or be precluded from participating in certain projects. Given our broad geographic footprint and diverse range of services, these insurance and bonding risks are heightened, and any material reduction in coverage, or inability to obtain sufficient bonding, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Risks Relating to Our Operations Outside of the United States

We face risks relating to our operations outside of the United States.

Some of our operations take place outside the United States. This exposes us to a variety of risks that could have a significant negative impact on our financial condition and operating results. 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. We also encounter different legal standards abroad, including those governing intellectual property, data privacy, health and safety, and construction practices. 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 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. Nevertheless, we cannot guarantee that our internal controls, compliance programs, and procedures will be effective at all times in preventing violations by our employees, agents, or third-party representatives. Any actual or alleged violation of the FCPA or similar anti-bribery laws—whether resulting from our actions or those of others acting on our behalf—may subject us to criminal or civil investigations, significant fines, penalties, reputational harm, or other sanctions. 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. We present our Consolidated Financial Statements in U.S. dollars, but a portion of our revenues and expenditures are transacted in other currencies. As a result, we are exposed to fluctuations in foreign currencies. Additionally, we may have currency exposure arising from funds held in currencies other than U.S. dollars. Volatility in the exchange rates between the foreign currencies and the U.S. dollar could materially harm our business, financial condition, or operating results.

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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. Any disruption or malfunction in these systems could result in delays in order receipt, supplier communications, production scheduling, service delivery, shipments, billing, or collections. A significant failure of our information technology infrastructure, or that of key customers and suppliers, could adversely affect our revenues, harm our reputation, and subject us to legal liabilities and substantial costs associated with remediation and addressing related operational or security concerns. Furthermore, 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. Although we have implemented security policies, procedures, and defenses to help detect and protect against unauthorized access, misappropriation, or corruption of our systems and potential operational disruptions, these measures may not always be effective. Our information technology systems could be compromised, damaged, or rendered inoperable by unauthorized access, malicious software, computer viruses, undetected intrusions, hardware failures, or other unforeseen events. 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 regularly monitor and test our information technology systems to identify and address potential threats; however, there is no assurance that these efforts will prevent a security breach that could adversely impact our business. 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. The valuation of these assets is largely determined by our expectations regarding the future performance of our operations. 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. 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.

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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. 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. 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. 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;

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. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell certain assets, reduce or delay capital investments, or seek to raise additional capital, and some of these activities may be on terms that are unfavorable or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. 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;

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BLD · 10-K · period ended 2025-12-31

Item 1. BUSINESS

Item 1A. RISK FACTORS

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BLD · 10-K · period ended 2025-12-31

Item 1. BUSINESS

Item 1A. RISK FACTORS

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