QXO Insulation (BLD) VP Otero reports issuer share dispositions tied to merger vesting

Rhea-AI Filing Summary

QXO Insulation, LLC vice president and CAO Madeline Otero reported issuer dispositions of common stock on July 1, 2026 totaling several small blocks, including 610, 283 and 86 shares. The transactions were coded as dispositions to the issuer and reflect tax withholding and performance share achievement on vesting, leaving her with zero directly held shares reported in this filing.

These events occurred alongside QXO, Inc.’s acquisition of TopBuild, where each TopBuild share was converted into either cash plus QXO stock or all-stock consideration, and her equity awards were rolled into QXO restricted stock units.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider OTERO MADELINE

Role Vice President and CAO

Type	Security	Shares	Price	Value
Disposition	Common Stock	86	$0.00	--
Disposition	Common Stock	283	$0.00	--
Disposition	Common Stock	610	$0.00	--

Holdings After Transaction: Common Stock — 893 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. 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

Disposition block: 610 shares Disposition block: 283 shares Disposition block: 86 shares +4 more

7 metrics

Disposition block 610 shares Common stock disposed to issuer on July 1, 2026

Disposition block 283 shares Common stock disposed to issuer on July 1, 2026

Disposition block 86 shares Common stock disposed to issuer on July 1, 2026

Cash consideration per share $249.71 Cash portion of merger consideration per TopBuild share

Cash consideration stock component 10.211 shares QXO common stock per TopBuild share under cash election

Stock consideration ratio 20.200 shares QXO common stock per TopBuild share under stock election

Merger effective date July 1, 2026 Effective time of QXO’s acquisition of TopBuild

Key Terms

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

"...one of the following forms of merger consideration, after giving effect to proration..."

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

"...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..."

tax withholding financial

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

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

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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 - 05:08 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^*

OTERO MADELINE

(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)
	Vice President and CAO

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		86(1)	D	$0	893(2)	D
Common Stock	07/01/2026		D		283(3)	D	$0	610	D
Common Stock	07/01/2026		D		610(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)

FAQ

What insider transaction did BLD executive Madeline Otero report?

Madeline Otero reported dispositions of QXO Insulation common stock back to the issuer. The Form 4 shows several small blocks, including 610, 283 and 86 shares, all coded as dispositions to the issuer rather than open-market sales.

Why were Madeline Otero’s BLD-related share dispositions made to the issuer?

The dispositions were made to the issuer in connection with equity vesting. A footnote explains the transactions reflect tax withholding and performance share achievement on vesting, indicating these were mechanistic events tied to compensation rather than discretionary market trades.

How did the QXO–TopBuild merger affect BLD holder Madeline Otero?

In the merger, each TopBuild share was converted into cash and QXO stock or all-stock consideration. Otero elected the cash consideration of approximately $249.71 plus 10.211 QXO shares per TopBuild share, as described in the merger agreement footnote to the Form 4.

What happened to Madeline Otero’s TopBuild RSU and PRSU awards in the merger?

Outstanding TopBuild RSU and PRSU awards were converted into QXO restricted stock units. The conversion used an equity award exchange ratio equal to the stock consideration of 20.200 QXO shares per TopBuild share, with fractional shares rounded to the nearest whole share.

Does Madeline Otero still hold QXO Insulation common stock after these transactions?

After the reported dispositions, one transaction line shows total shares following the transaction as zero. This indicates that, for the direct common stock position reported in this Form 4, no directly held QXO Insulation shares remained at that point.