Director disposes TopBuild shares in QXO merger
QXO Insulation, LLC director Tina Donikowski reported disposing of 4,123 shares of TopBuild common stock back to the issuer.
Rhea-AI Filing Summary
QXO Insulation, LLC director Tina Donikowski reported disposing of 4,123 shares of TopBuild common stock back to the issuer. The dispositions, coded as transfers to the issuer, reduced her direct holdings to zero. They occurred at the closing of QXO, Inc.’s acquisition of TopBuild Corp. in a merger effective July 1, 2026.
Under the merger terms, each TopBuild share (other than specified excluded categories) was converted into the right to receive either approximately $249.71 in cash plus 10.211 QXO common shares or 20.200 QXO common shares, after proration. Donikowski elected the cash-and-stock consideration, and restricted stock awards vested immediately before the merger’s effective time.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 4,123 shares
Disposition
2 txns
Insider
Donikowski Tina
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 3,780 | $0.00 | $0.00 |
| Disposition | Common Stock | 343 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. 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.
- F2. 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
First disposition: 3,780 shares
Second disposition: 343 shares
Total shares disposed: 4,123 shares
+5 more
8 metrics
First disposition
3,780 shares
Common Stock, disposition to issuer on July 1, 2026
Second disposition
343 shares
Common Stock, disposition to issuer on July 1, 2026
Total shares disposed
4,123 shares
Aggregate of reported dispositions to issuer
Holdings after transaction
0 shares
Total shares following transactions
Cash component per share
$249.71
Part of cash consideration alternative for each TopBuild share
Mixed consideration stock component
10.211 shares
QXO common shares per TopBuild share under cash-and-stock option
All-stock consideration
20.200 shares
QXO common shares per TopBuild share under stock-only option
Dispose transactions
2 entries
Both coded as disposition to issuer (Code D)
Key Terms
Agreement and Plan of Merger, Effective Time, 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.
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.
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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did QXO Insulation, LLC (BLD) report for Tina Donikowski?
Tina Donikowski reported disposing of 4,123 shares of TopBuild common stock back to the issuer. The transactions were coded as dispositions to the issuer and reduced her direct holdings to zero at the time of QXO, Inc.’s acquisition of TopBuild Corp.
What were the merger consideration options in QXO’s acquisition of TopBuild (BLD)?
Each eligible TopBuild share was converted into the right to receive either approximately $249.71 in cash plus 10.211 QXO common shares or 20.200 QXO common shares. These alternatives were subject to proration rules specified in the Agreement and Plan of Merger for the transaction.
Which merger consideration did Tina Donikowski choose in the TopBuild (BLD) deal with QXO?
Tina Donikowski elected the cash-and-stock consideration option. For each eligible TopBuild share, that option provided approximately $249.71 in cash plus 10.211 shares of QXO common stock, subject to proration calculations by the exchange agent under the merger agreement’s terms.
How were TopBuild (BLD) restricted stock awards treated in the QXO merger?
Restricted stock awards in TopBuild common stock vested immediately before the merger’s effective time. The Form 4 notes that the reported shares included stock underlying restricted awards, which vested in accordance with the Agreement and Plan of Merger just prior to the transaction’s closing.
When did QXO’s acquisition of TopBuild (BLD) become effective?
QXO, Inc.’s acquisition of TopBuild Corp. became effective on July 1, 2026. At that effective time, each eligible share of TopBuild common stock was converted into the right to receive either the mixed cash-and-stock consideration or the all-stock consideration described in the merger agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
