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TopBuild (NYSE: BLD) director tendered 6,431 shares in QXO merger

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(Neutral)
Filing Sentiment
(Neutral)
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.

Positive

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Negative

  • None.
Insider TAYLOR NANCY M
Role null
Type Security Shares Price Value
Disposition Common Stock 6,088 $0.00 --
Disposition Common Stock 343 $0.00 --
Holdings After Transaction: Common Stock — 343 shares (Direct, null)
Footnotes (1)
  1. 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. 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.
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
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.
dissenting shares regulatory
"each share (other than certain excluded shares, cancelled shares and dissenting shares)..."
Dissenting shares are shares held by investors who formally oppose a proposed corporate action—such as a merger or takeover—and choose to demand a cash payment for the value of their stock instead of accepting the deal’s terms. This matters to investors because it can slow or complicate a transaction, trigger a legal process to set a fair price, and affect how much cash a company must pay out, which in turn influences the financial outcome for all shareholders.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
TAYLOR NANCY M
(Last)(First)(Middle)
C/O TOPBUILD CORP.
475 NORTH WILLIAMSON BOULEVARD
(Street)
DAYTONA BEACH FLORIDA 32114
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
QXO Insulation, LLC [ BLD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026D6,088(1)D$0343D
Common Stock07/01/2026D343(1)(2)D$00D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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.
2. 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.
/s/ Luis F. Machado, Attorney-in-Fact07/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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.

How many TopBuild (BLD) shares did Nancy M. Taylor elect for each merger consideration type?

Nancy M. Taylor elected the cash-plus-stock consideration for 6,088 TopBuild shares and the all-stock consideration for 343 shares. Both elections were made under the merger agreement terms when QXO, Inc. acquired TopBuild in a cash-and-stock transaction.

What cash and stock terms applied to TopBuild (BLD) shares in the QXO merger?

Each TopBuild share could receive approximately $249.71 in cash plus 10.211 QXO shares, or alternatively 20.200 QXO shares. These terms, subject to proration and final exchange-agent calculations, defined how existing TopBuild holdings converted into QXO equity and cash at closing.

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.

Did Nancy M. Taylor retain any TopBuild (BLD) shares after the QXO merger?

No TopBuild shares remained after the merger-related dispositions. The Form 4 shows her TopBuild common stock converted into merger consideration and returned to the issuer, consistent with all eligible TopBuild common shares being exchanged at the effective time of the transaction.