Director disposes 6,431 TopBuild shares in QXO merger
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Form Type
4
Rhea-AI Filing Summary
TopBuild director Nancy M. Taylor reported disposing 6,431 shares of TopBuild common stock back to the issuer in connection with the company’s merger with QXO, Inc. Under the merger terms, each TopBuild share was converted into the right to receive either cash plus QXO stock or all QXO stock, with Taylor electing a mix of cash and stock for her shares.
Insider Trade Summary
Disposition: 6,431 shares
Disposition
2 txns
Insider
TAYLOR NANCY M
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 6,088 | $0.00 | $0.00 |
| Disposition | Common Stock | 343 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of April 18, 2026 (the "Merger Agreement), QXO, Inc. ("QXO") acquired TopBuild Corp. ("TopBuild") in a transaction (the "Merger") which became effective on July 1, 2026. At the effective time of the Merger (the "Effective Time"), each share (other than certain excluded shares, cancelled shares and dissenting shares) of TopBuild common stock was converted into the right to receive, at the holder's election, one of the following forms of merger consideration, after giving effect to proration as described in the Merger Agreement: (i) approximately $249.71 in cash and 10.211 shares of QXO common stock, subject to final calculations by the exchange agent (the "Cash Consideration"); or (ii) 20.200 shares of QXO common stock (the "Stock Consideration"). The reporting person elected the Cash Consideration for 6,088 shares and the Stock Consideration for 343 shares.
- F2. Represents shares of TopBuild common stock underlying restricted stock awards. Restricted stock awards vested in accordance with the terms of the Merger Agreement immediately prior to the Effective Time.
Key Figures
Shares for cash-plus-stock consideration: 6,088 shares
Shares for all-stock consideration: 343 shares
Total TopBuild shares disposed: 6,431 shares
+3 more
6 metrics
Shares for cash-plus-stock consideration
6,088 shares
TopBuild common stock elected for cash and QXO stock
Shares for all-stock consideration
343 shares
TopBuild common stock elected for all QXO stock
Total TopBuild shares disposed
6,431 shares
Director’s TopBuild common stock returned to issuer in merger
Cash per TopBuild share
$249.71
Cash component of merger’s cash-plus-stock election
QXO shares in cash-plus-stock option
10.211 shares
QXO common stock per TopBuild share with cash option
QXO shares in all-stock option
20.200 shares
QXO common stock per TopBuild share in stock-only option
Key Terms
Agreement and Plan of Merger, Effective Time, Cash Consideration, Stock Consideration, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of April 18, 2026..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each share..."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Cash Consideration financial
"...approximately $249.71 in cash and 10.211 shares of QXO common stock... (the "Cash Consideration");"
Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.
Stock Consideration financial
"...or (ii) 20.200 shares of QXO common stock (the "Stock Consideration")."
Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.
restricted stock awards financial
"Represents shares of TopBuild common stock underlying restricted stock awards."
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did TopBuild (BLD) report for Nancy M. Taylor?
Nancy M. Taylor reported disposing 6,431 shares of TopBuild common stock back to the issuer. The disposition occurred in connection with TopBuild’s merger with QXO, Inc., where her shares were converted into merger consideration instead of being sold on the open market.
Was Nancy M. Taylor’s TopBuild (BLD) transaction an open-market sale?
No, the transaction was not an open-market sale. The Form 4 classifies both entries as a disposition to the issuer, reflecting cancellation of TopBuild shares in the merger with QXO, Inc., in exchange for specified cash and stock consideration under the merger agreement.
What happened to Nancy M. Taylor’s TopBuild (BLD) restricted stock in the merger?
Restricted stock awards underlying certain TopBuild shares vested immediately before the merger’s effective time. Those vested restricted stock shares were then treated like other TopBuild common stock, converting into the agreed cash or stock merger consideration under the merger agreement’s terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
