TopBuild (BLD) director exits equity as QXO acquisition closes with cash-and-stock payout

Rhea-AI Filing Summary

QXO Insulation, LLC director Ernesto Bautista III disposed of his remaining TopBuild common stock in connection with QXO, Inc.’s acquisition of TopBuild. On July 1, 2026, he surrendered a total of 2,758 shares to the issuer as part of the merger closing and now holds no TopBuild shares directly. 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; Bautista elected the cash-plus-stock option.

Insights

M&A and insider-transactions analyst

Director’s TopBuild shares were cashed out in QXO’s acquisition, a routine merger-related disposition.

The Form 4 shows Ernesto Bautista III, a director, disposing of 2,758 shares of TopBuild common stock back to the issuer on July 1, 2026. The transactions are coded "D" for disposition to issuer, indicating they occurred as part of a corporate action rather than open-market trading.

Footnotes explain that QXO, Inc. acquired TopBuild under an Agreement and Plan of Merger, with each TopBuild share converted into cash and/or QXO stock. Bautista elected consideration of approximately $249.71 in cash plus 10.211 QXO shares per TopBuild share. Restricted stock awards vested immediately before the effective time under the merger agreement.

This makes the disposition primarily structural, reflecting the closing of the merger and clean-up of TopBuild equity rather than a discretionary sale signaling a change in the director’s view of the business. From an investor’s perspective, the key takeaway is confirmation that the merger closed on July 1, 2026 with the stated mix of cash and stock consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BAUTISTA ERNESTO III

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	2,415	$0.00	--
Disposition	Common Stock	343	$0.00	--

Holdings After Transaction: Common Stock — 343 shares (Direct)

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: 2,758 shares Cash consideration per share: $249.71 Stock component (cash option): 10.211 shares +2 more

5 metrics

Shares disposed 2,758 shares Total TopBuild common stock surrendered on July 1, 2026

Cash consideration per share $249.71 Approximate cash component for each TopBuild share under Cash Consideration

Stock component (cash option) 10.211 shares QXO common shares per TopBuild share for Cash Consideration

Stock-only consideration 20.200 shares QXO common shares per TopBuild share for Stock Consideration

Disposition transactions 2 entries Both coded D (disposition to issuer) on July 1, 2026

Key Terms

Agreement and Plan of Merger, Effective Time, Merger consideration, Cash 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.

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.

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.

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

"or (ii) 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 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 - 05:02 PM Accepted by SEC EDGAR 07/01/2026 - 05:02 PM Learn about SEC filing dates

FAQ

What insider transaction did QXO Insulation (BLD) report for Ernesto Bautista III?

Ernesto Bautista III reported disposing of all 2,758 shares of TopBuild common stock back to the issuer. The disposition occurred on July 1, 2026, in connection with the completion of QXO, Inc.’s acquisition of TopBuild under a previously signed merger agreement.

Why did Ernesto Bautista III’s TopBuild shares show as a disposition to issuer on the Form 4?

The shares were surrendered as part of the merger in which QXO, Inc. acquired TopBuild. Each TopBuild share was converted into the right to receive cash and/or QXO common stock, so the Form 4 records this as a disposition to the issuer instead of an open-market trade.

What consideration did TopBuild shareholders receive in the QXO acquisition mentioned in the Bautista filing?

Each share of TopBuild common stock was converted into either approximately $249.71 in cash plus 10.211 shares of QXO common stock, or 20.200 shares of QXO common stock. Holders could elect between these forms of merger consideration, subject to proration rules in the merger agreement.

Which merger consideration option did Ernesto Bautista III elect for his TopBuild shares?

He elected the cash-plus-stock option. For each TopBuild share, this option provides approximately $249.71 in cash and 10.211 shares of QXO common stock, subject to final calculations by the exchange agent as described in the merger agreement governing the transaction.

What happened to Ernesto Bautista III’s restricted TopBuild stock in the QXO acquisition?

The filing notes that his restricted stock awards in TopBuild vested immediately before the merger’s effective time. Those vested shares were then treated like other TopBuild common shares, converted into the applicable merger consideration defined in the agreement between QXO, Inc. and TopBuild.

Does the Bautista Form 4 indicate any remaining TopBuild share ownership after the merger?

No, the Form 4 reports that his direct holdings of TopBuild common stock are zero after the transactions. This reflects that all of his TopBuild shares, including those from vested restricted awards, were converted into the specified cash and QXO stock merger consideration.

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^*

BAUTISTA ERNESTO III

(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)

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		2,415(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)