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1 TopBuild to Acquire Progressive Roofing, Creating a New Platform for Growth Robert Buck, President & CEO Rob Kuhns, CFO July 8, 2025
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2 2 Safe Harbor Statements contained herein 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,” 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 a number of risks including but not limited to the material risks under the caption entitled “Risk Factors” in our most recen t Annual Report, as filed with the SEC, as well as under the caption entitled “Risk Factors” in subsequent reports that we file with the SEC. Our forward-looking statements in this presentation speak only as of the date of this presentation. 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 al l of them. Unless required by law, we undertake no obligation to update any forward-looking statements as a result of new information, future events, or otherwise. The Company believes that the non-GAAP performance measures and ratios that are contained herein, which management uses to manage our business, provide additional meaningful comparisons between current results and results in our prior periods. Non-GAAP performance measures and ratios should be viewed in addition, and not as an alternative, to the Company's reported results under United States GAAP. Additional information about the Company is contained in the Company's filings with the SEC and is available on TopBuild's website at www.topbuild.com.
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3 3 Progressive Roofing Transaction Overview Progressive Roofing • Highly profitable leader in commercial roofing installation and aftermarket services • Offers comprehensive lifecycle of roofing services, with sizable recurring revenue • Broad reach with branches in key geographies and significant potential for expansion Commercial Roofing Services • $75B TAM, highly fragmented market with >35,000 businesses1 • Stable revenue stream from very high level of non-discretionary, service-based work (maintenance/R&R) with favorable margins Financial Highlights2 • Revenue of $438M with significant exposure to non-cyclical and non-discretionary drivers • EBITDA of $89M and EBITDA margin of 20.3% • Immediately accretive to EPS Consideration and Valuation • Cash consideration of $810M • Represents 9.1x EBITDA2 • Represents 8.6x EBITDA post-synergies, considering $5M in synergies Funding • Proceeds from TopBuild’s recently expanded credit facilities and cash on hand • ~1.6x pro forma Net Debt to Adjusted EBITDA2,3 Timing and Approvals • Subject to regulatory approvals and customary closing conditions • Expected to close early Q3 2025 New $75B Opportunity for Future Growth 1 L.E.K. research and analysis. 2 For the trailing 12 months ended March 31, 2025. 3 See appendix for reconciliation.
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4 4 Progressive Roofing A Leader in Commercial Roofing Services 1978 12 ~1,700 ~70% Founded Branches Total Employees Re-roofing and Maintenance • Complementary and comprehensive suite of roofing services spanning non-discretionary re-roofing, recurring maintenance services, and new construction • Highly experienced and capable management team with unparalleled expertise • Employer of choice with unwavering focus on safety, employee development, and long-term success • Customer-centric approach – ensuring quality and satisfaction across every step of process – drives strong client retention with ~80% multi-year repeat customers • Attractive and diverse end verticals: education, technology (i.e. data centers, chip manufacturing), industrial, government, and healthcare • Strong track record of profitably expanding geographic reach through greenfields and M&A Progressive Roofing Branch Locations
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5 5 Progressive Roofing Transaction Rationale Aligns with Our Core Strengths and Culture Expands Building Envelope Offering to General Contractor Customers Increases Exposure to Non-Cyclical and Non-Discretionary Revenue Drivers Establishes Scalable Platform For Growth in Large and Highly Fragmented Sector A Natural Adjacency For TopBuild
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6 6 Aligns with Core Strengths and Culture Complementary Core Strengths and Culture Organization: Dispersed network with local branch empowerment and central support; strategic relationship-driven sales and estimating teams Operations: Strong supplier relationships with shared supplier partners for insulation and commercial roofing Technology: Investments in systems, process and training drive strong data tracking and analytics capabilities Labor: Employer of choice; aligned culture of collaboration with safety-first mentality M&A: Well-developed acquisition pipeline and process, with proven track record of improving profitability of acquired companies and driving operational excellence
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7 7 Shared Suppliers Roof Insulation Roofing Membrane Metal Roofing Panels Air and Vapor Barrier Wall Insulation Thermoplastic Membrane Expansion Joints Fire Stopping Spray Foam Curtain Wall Insulation Broad Suite of Building Envelope Solutions Expands Building Envelope Offering to General Contractor Customers Progressive Roofing services TopBuild’s existing envelope services
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8 8 Re-roofing Maintenance and Services Original Construction Increases Exposure to Non-Cyclical and Non-Discretionary Revenue Drivers 1 TTM as of March 31, 2025. 55% 15% 30%Progressive Roofing Revenue1 Commercial Roofing Industry is Substantially Weighted Toward Re-roofing and Maintenance 70% Trends Driving the Growth in Commercial Roofing Services • Aging installed base of commercial buildings • Energy efficiency requirements • Climate-related R&R drivers • Strong demand for preventative maintenance • Some shift to shorter replacement cycles 70% of Revenue is Non-Discretionary
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9 9 • Competitive landscape is highly fragmented1 – Largest 20 commercial roofing companies have ~10% share combined; no company has more than 2% share – Remaining ~90% of the industry is made up of thousands of small businesses – Most jobs are awarded at the local level • TopBuild and Progressive have well-developed M&A processes to capture substantial opportunity associated with market fragmentation – Dedicated M&A team – Robust acquisition pipeline – Established integration management office – Opportunity to drive synergies with future acquisitions Establishes Scalable Platform for Growth in Large and Highly Fragmented Sector 1 L.E.K. research and analysis. $75B Total Addressable Market ~10% Largest 20 Significant M&A Opportunities ~90% 35,000+ Others
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10 10 TopBuild Has a Proven Track Record of Value Creation 1 See Appendix for reconciliation. 2 Free cash flow is defined as cash from operating activities less capital expenditures. 3 Operating Profit and Average Invested Capital adjusted for USI and Distribution International acquisitions. ROIC defined as ((1 - Tax Rate) * Adjusted Operating Profit) / (LT Debt + Equity). • Acquisition of Progressive Roofing builds on track record of growth and success • Capital allocation approach prioritizes strategic M&A • Completed 43 acquisitions since spin-off in 2015 • Continued robust M&A pipeline • Proven M&A success in new growth platform – 2021 acquisition of Distribution International (DI) added mechanical insulation end market – Successfully grew DI, drove operational excellence to expand margins, and achieved significant synergies Return on Invested Capital3 6.6% 18.2% 2015 2024 Free Cash Flow ($M)2 $42 $707 2015 2024 36.7% CAGR Adjusted EBITDA ($M)1 $107 $1,075 2015 2024 29.2% CAGR Sales ($M) $1,617 $5,330 2015 2024 14.2% CAGR Driving Significant Shareholder Returns +1,160 bps
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11 11 Key Takeaways Dispersed network with local branches and central support Strong supplier partnerships Complementary cultures – safety-driven, people-focused 70%+ of commercial roofing industry revenue is non- discretionary re-roofing and maintenance services Expansion into highly fragmented market increases TopBuild’s TAM to ~$95B Well-developed M&A pipeline and process Full lifecycle of value-added services Diverse customer verticals across commercial / industrial Aligns with Our Core Strengths and Culture Expands Building Envelope Offering to General Contractor Customers Increases Exposure to Non-Cyclical and Non-Discretionary Revenue Drivers Establishes Scalable Platform For Growth in Large and Highly Fragmented Sector A Natural Next Step for TopBuild
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12 12 Q&A
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13 13 Appendix
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14 Pro Forma Non-GAAP Reconciliation (Unaudited) ($ in millions) Historical TopBuild (1) Proforma Progressive Pro Forma Combined Net sales $ 5,284 $ 438 $ 5,722 EBITDA, as adjusted (2) $ 1,056 $ 89 $ 1,145 Net debt, total (3) $ 1,877 Net debt leverage 1.6 x (1) As disclosed and reconciled in previous quarterly filings with the U.S. Securities and Exchange Commission. (2) Earnings before interest, taxes, depreciation, and amortization as defined in our credit agreement. (3) TopBuild extended and upsized its Senior Secured Credit Facilities on May 16, 2025. The net proceeds of $524 million along with delayed draw of $250 million and current cash balances will be used to fund the acquisition of Progressive Roofing for $810 million. Trailing Twelve Months Ended March 31, 2025
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15 Reconciliation of Adjusted EBITDA to Net Income (Unaudited) ($ in millions) Net income, as reported $ 79 $ 623 Adjustments to arrive at EBITDA, as adjusted: Interest expense and other, net 9 46 Income tax (benefit) expense (5) 218 Depreciation and amortization 12 140 Share-based compensation 5 17 Rationalization charges 5 — Acquisition related costs — 8 Acquisition termination fee — 23 Legal adjustments, net 2 — EBITDA, as adjusted $ 107 $ 1,075 Year Ended December 31, 20242015