TopBuild director disposes shares in QXO merger
QXO Insulation, LLC director Deirdre Drake reported dispositions of TopBuild common stock in connection with the QXO–TopBuild merger.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
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.
Insider Trade Summary
Disposition: 2,103 shares
Disposition
2 txns
Insider
Drake Deirdre
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 1,760 | $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
Total shares disposed: 2,103 shares
Disposition lot 1: 1,760 shares
Disposition lot 2: 343 shares
+4 more
7 metrics
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
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
"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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
