Director Cantie (NYSE: BLD) exchanges TopBuild shares in QXO merger

Rhea-AI Filing Summary

QXO Insulation, LLC director transaction: Director Joseph S. Cantie reported disposing of TopBuild common stock in connection with the closing of QXO, Inc.’s merger with TopBuild. Two issuer dispositions on July 1, 2026 covered an aggregate of 23,818 shares of common stock at a reported price of $0.00 per share, leaving him with no TopBuild shares.

Under the merger terms, each TopBuild share was converted into the right to receive either approximately $249.71 in cash plus 10.211 QXO shares or 20.200 QXO shares, subject to proration. Cantie elected the cash-and-stock consideration, and restricted stock awards vested immediately before the effective time under the merger agreement.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CANTIE JOSEPH S

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	23,475	$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 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. 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 disposed (total): 23,818 shares First disposition block: 343 shares at $0.00/share Second disposition block: 23,475 shares at $0.00/share +4 more

7 metrics

Shares disposed (total) 23,818 shares Issuer dispositions of TopBuild common stock on July 1, 2026

First disposition block 343 shares at $0.00/share Non-derivative disposition to issuer, common stock

Second disposition block 23,475 shares at $0.00/share Non-derivative disposition to issuer, common stock

Cash portion per share $249.71 Cash Consideration alternative for each TopBuild share

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

Stock-only QXO shares 20.200 shares QXO shares per TopBuild share under Stock Consideration

Post-transaction holdings 0 shares TopBuild common stock held by Cantie after dispositions

Key Terms

Agreement and Plan of Merger, Merger Consideration, 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.

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.

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

"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.

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.

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 05:08 PM Accepted by SEC EDGAR 07/01/2026 - 05:07 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^*

CANTIE JOSEPH S

(Last) (First) (Middle)

C/O TOPBUILD CORP.

475 NORTH WILLIAMSON BOULEVARD

(Street)

DAYTONA 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)

X	Director		10% 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)

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		23,475(1)	D	$0	343	D
Common Stock	07/01/2026		D		343(1)(2)	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. 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-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)

FAQ

What insider transaction did director Joseph S. Cantie report for BLD?

Director Joseph S. Cantie reported two issuer dispositions totaling 23,818 shares of TopBuild common stock at $0.00 per share. These transactions occurred when QXO, Inc. completed its merger with TopBuild, and they reflect shares exchanged under the merger terms.

How many TopBuild (BLD) shares did Joseph S. Cantie hold after the merger?

After the reported transactions, Joseph S. Cantie held 0 shares of TopBuild common stock. The dispositions reflect his shares being exchanged or canceled as part of QXO’s acquisition of TopBuild under the merger agreement that became effective on July 1, 2026.

What were TopBuild shareholders entitled to receive in the QXO merger?

Each TopBuild share was converted into the right to receive either approximately $249.71 in cash plus 10.211 QXO shares or 20.200 QXO shares, subject to proration. These alternatives, called Cash Consideration and Stock Consideration, defined the merger payout structure for shareholders.

Which merger consideration did Joseph S. Cantie elect for his TopBuild shares?

Joseph S. Cantie elected the Cash Consideration, giving each eligible TopBuild share the right to receive approximately $249.71 in cash plus 10.211 shares of QXO common stock, subject to final calculations by the exchange agent and to proration under the merger agreement.

How were TopBuild restricted stock awards treated in the QXO acquisition?

TopBuild restricted stock awards vested in full immediately before the merger’s effective time, according to the merger agreement. Once vested, the underlying shares participated in the same merger consideration mechanics as other TopBuild common shares, then were exchanged or canceled in connection with the transaction.