QXO Insulation (NYSE: BLD) CEO records issuer stock dispositions after merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
QXO Insulation, LLC director and CEO Robert M. Buck reported three dispositions of common stock back to the issuer on July 1, 2026. The transactions, each coded as a disposition to the issuer, involved 40,372 shares, 10,327 shares, and 23,688 shares at a stated price of $0.00 per share, reflecting non-market movements rather than open-market sales.
Footnote disclosure explains these changes reflect tax withholding and performance share achievement on vesting, occurring in connection with QXO, Inc.’s acquisition of TopBuild Corp. Under the merger agreement, each TopBuild share was converted into either cash plus QXO stock or all-stock consideration, and Buck elected the cash-and-stock option.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Buck Robert M
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 40,372 | $0.00 | -- |
| Disposition | Common Stock | 10,327 | $0.00 | -- |
| Disposition | Common Stock | 23,688 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 34,015 shares (Direct, null)
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
Disposition 1: 40,372 shares
Disposition 2: 10,327 shares
Disposition 3: 23,688 shares
+3 more
6 metrics
Disposition 1
40,372 shares
Common stock disposed to issuer on July 1, 2026
Disposition 2
10,327 shares
Common stock disposed to issuer on July 1, 2026
Disposition 3
23,688 shares
Common stock disposed to issuer on July 1, 2026
Merger cash consideration
$249.71 per share
Approximate cash per TopBuild share elected by reporting person
Cash-plus-stock mix
10.211 QXO shares
QXO shares per TopBuild share under cash consideration option
All-stock consideration
20.200 QXO shares
QXO shares per TopBuild share under stock consideration option
Key Terms
Agreement and Plan of Merger, Cash Consideration, Stock Consideration, restricted stock unit ("RSU") awards, +2 more
6 terms
Agreement and Plan of Merger financial
"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.
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.
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."
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.
FAQ
What insider transaction did QXO Insulation (BLD) report for Robert M. Buck?
Robert M. Buck reported three dispositions of QXO Insulation common stock back to the issuer. These were non-market transactions coded as issuer dispositions, linked to tax withholding and performance share vesting rather than open-market buying or selling.
Were Robert Buck’s QXO Insulation (BLD) transactions open-market sales?
No, the transactions are coded as “D” for disposition to issuer with a $0.00 per-share price. Footnotes describe them as related to tax withholding and performance share achievement on vesting, rather than open-market sales or purchases on an exchange.
How is the QXO–TopBuild merger described in Robert Buck’s Form 4?
The filing notes that QXO, Inc. acquired TopBuild Corp. under an Agreement and Plan of Merger effective July 1, 2026. Each TopBuild share was converted into cash-plus-stock consideration or all-stock consideration, subject to proration under the merger agreement.
What merger consideration did Robert Buck elect in the QXO–TopBuild deal?
The filing states Buck elected the cash consideration. Each eligible TopBuild share entitled the holder to approximately $249.71 in cash plus 10.211 shares of QXO common stock, subject to final exchange agent calculations and proration under the merger agreement.
How were TopBuild RSU and PRSU awards treated in the QXO–TopBuild merger?
Outstanding, unsettled RSU and performance-based stock unit awards in TopBuild common stock were converted into restricted stock unit awards over QXO common stock. The conversion used an equity award exchange ratio equal to the stock consideration, with fractional shares rounded to the nearest whole share.