Steven Raia disposes 9,083 issuer shares in QXO–TopBuild deal

Officer Steven P. Raia reported issuer dispositions of common stock tied to the QXO–TopBuild merger and equity award vesting.

Rhea-AI Filing Summary

Officer Steven P. Raia reported issuer dispositions of common stock tied to the QXO–TopBuild merger and equity award vesting. On July 1, 2026, he returned a total of 9,083 shares to the issuer at a stated price of $0.00 per share, fully eliminating his directly held position in this account. Under the merger terms, each TopBuild share was converted into either approximately $249.71 in cash plus 10.211 QXO shares or 20.200 QXO shares, and he elected the cash-plus-stock option. Outstanding RSU and performance-based stock unit awards were converted into restricted stock units over QXO common stock based on the stock consideration exchange ratio.

Insider Trade Summary

Disposition: 9,083 shares

Disposition 3 txns

Insider Raia Steven P

Role Pres, Sp Ops & Exec Adv

Type	Security	Shares	Price	Value
Disposition	Common Stock	3,507	$0.00	$0.00
Disposition	Common Stock	1,700	$0.00	$0.00
Disposition	Common Stock	3,876	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (4)

1. 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 merger 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.
2. F2. Reflects tax withholding and performance share achievement on vesting.
3. F3. Represents shares of TopBuild common stock underlying restricted stock unit ("RSU") awards. Pursuant to the terms of the Merger Agreement, each outstanding and not yet settled RSU award was converted into a restricted stock unit award relating to a number of shares of QXO common stock based on an equity award exchange ratio equal to the Stock Consideration, with any fractional shares rounded to the nearest whole number of shares.
4. F4. Represents shares of TopBuild common stock underlying performance-based stock unit ("PRSU") awards. Pursuant to the terms of the Merger Agreement, each outstanding and not yet settled PRSU award was converted into a restricted stock unit award relating to a number of shares of QXO common stock based on an equity award exchange ratio equal to the Stock Consideration, with any fractional shares rounded to the nearest whole number of shares.

Key Figures

Shares disposed to issuer: 9,083 shares Disposition price: $0.00 per share Cash component per share: $249.71 +3 more

6 metrics

Shares disposed to issuer 9,083 shares Total common stock dispositions on July 1, 2026

Disposition price $0.00 per share Stated price for issuer dispositions

Cash component per share $249.71 Cash portion of merger consideration option (Cash Consideration)

Cash-plus-stock consideration ratio 10.211 QXO shares QXO shares per TopBuild share under Cash Consideration

All-stock consideration ratio 20.200 QXO shares QXO shares per TopBuild share under Stock Consideration

Post-transaction direct holdings 0 shares Direct common stock position after final disposition

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU") awards, performance-based stock unit ("PRSU") awards, +1 more

5 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.

Merger Consideration financial

"each share ... was converted into the right to receive ... forms of merger consideration..."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock unit ("RSU") awards financial

"Represents shares of TopBuild common stock underlying restricted stock unit ("RSU") awards."

performance-based stock unit ("PRSU") awards financial

"Represents shares of TopBuild common stock underlying performance-based stock unit ("PRSU") awards."

equity award exchange ratio financial

"based on an equity award exchange ratio equal to the Stock Consideration..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Steven P. Raia report for BLD on July 1, 2026?

Steven P. Raia reported disposing of common stock back to the issuer in three transactions totaling 9,083 shares at a stated price of $0.00 per share, classified as dispositions to the issuer rather than open-market sales.

How is the QXO and TopBuild merger structured for TopBuild shareholders, including BLD holders?

Each TopBuild common share was converted into either approximately $249.71 in cash plus 10.211 QXO shares or 20.200 QXO shares. Holders could elect their preferred form of consideration, subject to proration and other terms described in the merger agreement.

Which merger consideration did Steven P. Raia elect in the QXO–TopBuild deal?

Steven P. Raia elected the cash-plus-stock consideration, receiving approximately $249.71 in cash and 10.211 shares of QXO common stock for each TopBuild share, rather than the all-stock option of 20.200 QXO shares per TopBuild share.

How were Steven P. Raia’s TopBuild RSU awards treated in the QXO transaction?

His TopBuild restricted stock unit (RSU) awards were converted into RSU awards over QXO common stock. The number of QXO RSUs was determined using an equity award exchange ratio equal to the stock consideration of 20.200 QXO shares per TopBuild share, rounded to whole shares.

What happened to performance-based stock unit (PRSU) awards for Steven P. Raia in the merger?

His TopBuild performance-based stock unit (PRSU) awards were converted into RSU awards over QXO common stock using the same 20.200-share stock consideration exchange ratio. Any fractional share amounts from this conversion were rounded to the nearest whole share of QXO common stock.

Why do the Form 4 transactions for Steven P. Raia reference tax withholding and performance share achievement?

A footnote explains the Form 4 entries reflect tax withholding and performance share achievement on vesting. This indicates the issuer dispositions at $0.00 per share are tied to equity award vesting mechanics rather than open-market purchases or sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 05:04 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Raia Steven P

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres, Sp Ops & Exec Adv

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2026		D		3,507(1)	D	$0	5,576(2)	D
Common Stock	07/01/2026		D		1,700(3)	D	$0	3,876	D
Common Stock	07/01/2026		D		3,876(4)	D	$0	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 merger 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.

2. Reflects tax withholding and performance share achievement on vesting.

3. Represents shares of TopBuild common stock underlying restricted stock unit ("RSU") awards. Pursuant to the terms of the Merger Agreement, each outstanding and not yet settled RSU award was converted into a restricted stock unit award relating to a number of shares of QXO common stock based on an equity award exchange ratio equal to the Stock Consideration, with any fractional shares rounded to the nearest whole number of shares.

4. Represents shares of TopBuild common stock underlying performance-based stock unit ("PRSU") awards. Pursuant to the terms of the Merger Agreement, each outstanding and not yet settled PRSU award was converted into a restricted stock unit award relating to a number of shares of QXO common stock based on an equity award exchange ratio equal to the Stock Consideration, with any fractional shares rounded to the nearest whole number of shares.

	/s/ Luis F. Machado, Attorney-in-Fact	07/01/2026
	** Signature of Reporting Person	Date
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)