QXO Insulation (BLD) counsel Machado surrenders TopBuild equity in merger cleanup
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
QXO Insulation, LLC executive Luis Francisco Machado reported dispositions of TopBuild equity tied to QXO’s acquisition of TopBuild. On July 1, 2026, he returned multiple blocks of TopBuild common stock to the issuer and had an employee stock option for 2,121 shares cancelled at an exercise price of $89.59 per share.
Under the merger, each TopBuild share was converted into cash and QXO stock or all QXO stock, and his equity awards were exchanged into QXO share-based awards. One transaction reflects tax withholding and performance share achievement on vesting, indicating these are mainly merger- and compensation-related adjustments rather than open-market trades.
Positive
- None.
Negative
- None.
Insights
Machado’s Form 4 shows merger-driven equity cleanup and award conversion.
The filing shows Luis Francisco Machado, VP, General Counsel and Corporate Secretary, disposing of TopBuild common stock and cancelling an employee stock option in connection with QXO’s acquisition of TopBuild. All entries use code D, a disposition to the issuer at a stated price of $0.00 per share.
Footnotes explain that each TopBuild share was converted into cash and QXO stock or all QXO stock under the merger agreement, and that RSUs and PRSUs were converted into QXO restricted stock units. One entry is explicitly tied to tax withholding and performance share vesting, signaling routine compensation mechanics.
Because there are no open-market purchases or sales and no remaining derivative positions in the summary, this Form 4 mainly documents how Machado’s legacy TopBuild equity and options were settled and rolled into QXO securities. The economic impact depends on the broader merger terms rather than discretionary trading.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Machado Luis Francisco
Role
VP, Gen. Counsel, Corp Sec.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 2,121 | $0.00 | -- |
| Disposition | Common Stock | 6,296 | $0.00 | -- |
| Disposition | Common Stock | 1,495 | $0.00 | -- |
| Disposition | Common Stock | 3,440 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 4,935 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. Pursuant to the terms of the Merger Agreement, each outstanding and not yet exercised option to shares of TopBuild common stock (whether vested or unvested) was cancelled and converted into the right to receive shares of QXO common stock equal to (i) the total TopBuild shares subject to such option as of immediately prior to the Effective Time, multiplied by (ii) the quotient obtained by dividing (x) the excess, if any, of (1) the Cash Consideration minus (2) the exercise price per TopBuild share applicable to such option by (y) $25.00. 707 shares vested on each of 2/22/2022, 2/22/2023, and 2/22/2024.
Key Figures
Common stock disposition block: 6,296 shares
Additional stock disposition: 3,440 shares
Additional stock disposition: 1,495 shares
+5 more
8 metrics
Common stock disposition block
6,296 shares
TopBuild common stock disposed to issuer on July 1, 2026
Additional stock disposition
3,440 shares
TopBuild common stock, disposition to issuer on July 1, 2026
Additional stock disposition
1,495 shares
TopBuild common stock, disposition to issuer on July 1, 2026
Cancelled employee stock option
2,121 shares
Employee stock option over TopBuild common stock cancelled July 1, 2026
Option exercise price
$89.59 per share
Exercise price of cancelled employee stock option
Cash Consideration per share
$249.71
Per-share cash portion in merger cash-plus-stock alternative
Cash-plus-stock QXO shares
10.211 shares
QXO shares per TopBuild share in cash-plus-stock consideration
All-stock QXO consideration
20.200 shares
QXO shares per TopBuild share in stock-only consideration
Key Terms
Agreement and Plan of Merger, Cash Consideration, Stock Consideration, restricted stock unit, +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.
Cash Consideration financial
"approximately $249.71 in cash and 10.211 shares of QXO common stock, subject to final calculations by the exchange agent (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 financial
"Represents shares of TopBuild common stock underlying restricted stock unit ("RSU") awards."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based stock unit 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 activity did Luis Francisco Machado report for BLD on this Form 4?
Luis Francisco Machado reported several dispositions of TopBuild common stock and the cancellation of an employee stock option. All transactions are coded as dispositions to the issuer, tied to QXO’s acquisition of TopBuild, rather than open-market buying or selling.
How many stock options did Machado dispose of in the QXO–TopBuild merger?
Machado disposed of an employee stock option covering 2,121 shares of TopBuild common stock. The option had an exercise price of $89.59 per share and was cancelled at the merger’s effective time in exchange for the right to receive QXO common stock.
How were Machado’s RSU and PRSU awards treated in the QXO–TopBuild deal?
Outstanding TopBuild RSU and PRSU awards were converted into restricted stock unit awards referencing QXO common stock. The number of QXO units was based on an equity award exchange ratio equal to the stock consideration, with fractional shares rounded to the nearest whole share.
What does the tax withholding disclosure mean in Machado’s BLD Form 4?
One footnote states that a transaction reflects tax withholding and performance share achievement on vesting. This means some shares were surrendered to cover taxes when awards vested, a common non‑market mechanism that does not represent an open-market sale decision by the insider.