UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q/A

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For the quarterly period September 30, 2024

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For the transition period from               to               

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Commission file number: 001-36870

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TopBuild Corp.

(Exact name of Registrant as Specified in its Charter)

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(386) 304-2200

(Registrant's telephone number, including area code)

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

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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

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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

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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.  

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

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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  ◻

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes            ☒ No

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The registrant had outstanding 29,502,560 shares of Common Stock, par value $0.01 per share as of October 29, 2024.

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EXPLANATORY NOTE

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This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for TopBuild Corp. (“Company”) for the quarter ended September 30, 2024, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2024 (the “Original Filing”). This Amendment is being filed solely to revise Part II, “Item 5. Other Information” by adding disclosure regarding a Rule 10b5-1 trading arrangement entered into by a director of the Company during the quarter ended September 30, 2024, which was inadvertently omitted from the disclosure included in the Original Filing.  The complete text of Item 5 of Part II has been set forth in its entirety in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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In addition, as required by Rule 12b-15, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as Exhibits 31.1 and 31.2 under Part II, Item 6 of this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment, and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of these certifications have been omitted. The Company is not furnishing new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), because no financial statements are being filed with this Amendment.

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Other than as expressly set forth herein, (i) this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing, and (ii) the Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained in the Original Filing to reflect any events occurring subsequent to the filing of the Original Filing.

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PART II – OTHER INFORMATION

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Item 5.  OTHER INFORMATION

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During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K), except as follows:

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On August 12, 2024, Alec Covington, a director of the Company, adopted a Rule 10b5-1 trading arrangement providing for the sale of up to 3,000 shares of common stock of the Company, subject to certain conditions (including a cooling-off period).  The expiration date of Mr. Covington’s Rule 10b5-1 trading arrangement is July 25, 2025.

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Item 6. EXHIBITS

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INDEX TO EXHIBITS

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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