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TopBuild (NYSE: BLD) director tenders shares in QXO cash-stock merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

QXO Insulation, LLC director Deirdre Drake reported dispositions of TopBuild common stock in connection with the QXO–TopBuild merger. Two issuer dispositions totaling 2,103 shares of common stock were reported, with 343 shares shown as held directly after the transactions. Under the merger, 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, and the reporting person elected the cash-plus-stock consideration. Some of the disposed shares represented restricted stock awards that vested immediately before the merger’s effective time.

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Insider Drake Deirdre
Role null
Type Security Shares Price Value
Disposition Common Stock 1,760 $0.00 --
Disposition Common Stock 343 $0.00 --
Holdings After Transaction: Common Stock — 343 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. 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.
Total shares disposed 2,103 shares Issuer dispositions of TopBuild common stock in QXO merger
Disposition lot 1 1,760 shares TopBuild common stock underlying restricted stock awards
Disposition lot 2 343 shares Additional TopBuild common stock returned to issuer
Cash consideration per share $249.71 Cash component of merger Cash Consideration option
Stock in Cash Consideration 10.211 shares QXO common stock per TopBuild share with cash option
All-stock consideration 20.200 shares QXO common stock per TopBuild share under Stock Consideration
Shares held after transactions 343 shares Directly held common stock after reported dispositions
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
"each share ... was converted into the right to receive ... forms of merger consideration"
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
"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 →
SEC Form 4
FORM 4UNITED 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*
Drake Deirdre
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026D1,760(1)D$0343D
Common Stock07/01/2026D343(1)(2)D$00D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-Fact07/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Deirdre Drake report in this Form 4 for BLD?

Deirdre Drake reported two issuer dispositions of TopBuild common stock totaling 2,103 shares. These transactions occurred in connection with the QXO acquisition of TopBuild, with 343 shares reported as directly held after the transactions.

What consideration did TopBuild shareholders receive in the QXO merger?

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. These alternatives formed the cash and stock merger consideration structure described in the agreement.

Which merger consideration did Deirdre Drake choose for her TopBuild shares?

The reporting person elected the Cash Consideration, consisting of approximately $249.71 in cash and 10.211 shares of QXO common stock per TopBuild share, subject to final proration calculations by the exchange agent under the merger agreement.

How were Deirdre Drake’s restricted stock awards in TopBuild treated in the merger?

Shares underlying restricted stock awards are included in the reported dispositions. These awards vested immediately before the merger’s effective time, in line with the terms of the merger agreement, and then participated in the same merger consideration.

What share balance does the Form 4 show for Deirdre Drake after these transactions?

After the reported merger-related dispositions, the Form 4 shows 343 shares of common stock as directly held. This post-transaction amount reflects the holdings position disclosed following the effective time of the QXO–TopBuild merger.