TopBuild Corp (BLD)

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

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TopBuild, headquartered in Daytona Beach, Florida, is a leading installer of insulation and commercial roofing and a specialty distributor of insulation and related building products to the construction industry in the United States and Canada.

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We operate in two segments: Installation Services and Specialty Distribution. Our Installation Services segment installs insulation, roofing materials and other building products nationwide. As of March 31, 2026, we had more than 200 Installation Services branches located across the United States. We install various insulation applications, including fiberglass batts and rolls, blown-in loose fill fiberglass, polyurethane spray foam, and blown-in loose fill cellulose. Additionally, 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.

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Our acquisition of Progressive on July 14, 2025 enables us to expand our building envelope offering to general contractor customers and provide a broad suite of solutions. We construct and repair commercial roofs using various construction application types including built-up roofing, single ply, tile, metal, shingle and others. We provide the full lifecycle of comprehensive roofing services spanning non-discretionary re-roofing, recurring maintenance services and new construction to a diverse set of commercial customers including education, technology, industrial, government and healthcare.

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Our Specialty Distribution segment distributes a comprehensive portfolio of building envelope, specialty products and mechanical and fabricated insulation for the residential and commercial/industrial end markets. We also offer insulation accessories, rain gutters, and other related building products. As of March 31, 2026, we had more than 250 distribution centers across the United States and Canada. Our Specialty Distribution customer base consists of thousands of general 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.

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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.

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For additional details pertaining to our operating results by segment, see Note 7 – Segment Information to our unaudited condensed consolidated financial statements contained in Part I, Item 1 of this Quarterly Report. For additional details regarding our strategy, material trends in our business and seasonality, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for the year ended December 31, 2025, as filed with the SEC on February 26, 2026.

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Recent Developments

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To date, tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") and other trade authorities have had a minimal impact on our business because we purchase a limited number of products directly or indirectly from jurisdictions exposed to those tariffs. On February 20, 2026, the U.S. Supreme Court ruled in Learning Resources, Inc. v. Trump that IEEPA does not authorize the President to impose tariffs, and all IEEPA-based tariffs were terminated effective February 24, 2026. Given the minimal impact of tariffs on our business, we do not expect the Court's ruling, or the termination of IEEPA tariffs, to have a material impact on our supply chain costs or our results of operations. In addition, we do not believe we have any material obligation to reimburse customers or other counterparties in connection with tariff-related charges previously collected or passed through. While tariffs remain in effect under other legal authorities, including Sections 232 and 301 of applicable trade statutes, and the President has imposed a temporary 10% global tariff under Section 122 of the Trade Act of 1974, we do not currently anticipate that these measures will have a material impact on our business. We continue to monitor developments in U.S. trade policy, including potential new tariff actions and related litigation, and will update our disclosures as circumstances warrant.

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FIRST QUARTER 2026 VERSUS FIRST QUARTER 2025

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The following table sets forth our net sales, gross profit, operating profit, and margins, as reported in our condensed consolidated statements of operations, in thousands:

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Sales and Operations

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Net sales increased by 17.2% for the three months ended March 31, 2026, from the comparable period of 2025. The increase was primarily driven by a 24.3% increase in sales from acquisitions, partially offset by a 5.5% decline in volume and a 1.6% impact from lower selling prices.

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Gross profit margins were 27.7% and 28.5% for the three months ended March 31, 2026 and 2025, respectively. The decline in gross profit margin is primarily due to lower sales volume and lower customer pricing.

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Selling, general, and administrative expenses as a percentage of sales were 15.6% and 14.1% for the three months ended March 31, 2026 and 2025, respectively. The increase in the percentage of sales during the three months ended March 31, 2026 is due to incremental selling, general, and administrative expenses from acquisitions, including intangible amortization.

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Operating profit margins were 12.1% and 14.4% for the three months ended March 31, 2026 and 2025, respectively. Operating profit margins during the three months ended March 31, 2026 as a percentage of sales decreased due to lower sales volume and lower customer pricing, as well as incremental selling, general and administrative expenses from acquisitions, including intangible amortization.

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Business Segment Results

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The following table sets forth our net sales and operating profit margins by business segment, in thousands:

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Installation Services

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Sales

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Sales in our Installation Services segment increased $31.8 million, or 4.3%, for the three months ended March 31, 2026, as compared to the same period in 2025. Sales increased 16.9% from acquisitions, partially offset by a 9.8% decline in sales volume and a 2.9% impact from lower selling prices.

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Operating profit margins

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Operating profit margins in our Installation Services segment were 15.3% and 17.4% for the three months ended March 31, 2026 and 2025, respectively. The decline in operating profit margin is primarily due to lower sales volume and lower customer

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Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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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.  This financial and business analysis should be read in conjunction with the financial statements and related notes.

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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. 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.

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Executive Summary

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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.  Demand for our products and services is driven primarily by residential and commercial/industrial construction and by industrial manufacturing activity.  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.

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The core of our business is inherently environmentally friendly.  Our insulation and commercial roofing installation services and our distributed products drive thermal efficiency, lower energy usage, and reduce 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.

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Strategy

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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.  Our core values include:

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Our strategy is focused on growth and productivity including:

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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.  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.  We are also dependent on third-party suppliers and manufacturers providing us with an adequate supply of high-quality products.

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Recent Developments

Throughout 2025, the U.S. government  announced tariffs and trade restrictions on certain goods produced outside the United States. 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. 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. 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. 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.

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Material Trends in Our Business

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Residential New Construction

Demand for single-family homes in 2025 weakened throughout the year and continues to be uneven across the country. 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.  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.

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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. We remain optimistic that declining interest rates in the future will continue to unlock projects across many industries. In addition, recurring maintenance and repair work on commercial and industrial sites serves as a continued driver for our business.

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Seasonality

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Sales across our end markets are typically slower during the winter months due to lower construction activity.

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Results of Operations

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We report our financial results in conformity with GAAP.

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The following table sets forth our net sales, gross profit, operating profit, and margins, as reported in our Consolidated Statements of Operations, in thousands:

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Comparison of the Years Ended December 31, 2025 and December 31, 2024

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Sales and Operations

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Net sales for 2025 increased 1.5 percent, or $79.3 million, to $5.4 billion.  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.

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Our gross profit margins were 29.0 percent and 30.5 percent for 2025 and 2024, respectively. 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. These impacts were partially offset by savings from branch consolidations and headcount reductions.

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Selling, general, and administrative expenses as a percentage of sales were 14.4 percent and 13.9 percent for 2025 and 2024, respectively. 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.

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Operating margins were 14.6 percent and 16.6 percent for 2025 and 2024, respectively. 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. 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.

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Other Expense, Net

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Other expense, net, increased $42.8 million to $88.4 million in 2025 from $45.6 million in 2024. 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.

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Income Tax Expense

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Our effective tax rate decreased from 26.0 percent in 2024 to 25.8 percent in 2025.  The lower 2025 rate was primarily related to state tax adjustments.

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2025 and 2024 Business Segment Results

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The following table sets forth our net sales and operating profit information by business segment, in thousands:

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