Steven Raia (BLD) returns 9,083 shares amid QXO–TopBuild merger and equity award changes
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Raia Steven P
Role
Pres, Sp Ops & Exec Adv
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 3,507 | $0.00 | -- |
| Disposition | Common Stock | 1,700 | $0.00 | -- |
| Disposition | Common Stock | 3,876 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 5,576 shares (Direct)
Footnotes (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. Reflects tax withholding and performance share achievement on vesting. 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. 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
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.
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.