QXO Insulation VP logs merger-related share dispositions
QXO Insulation, LLC Vice President & CHRO Jennifer Shoffner reported issuer dispositions of multiple blocks of TopBuild common stock on July 1, 2026, tied to QXO, Inc.’s acquisition of TopBuild.
Rhea-AI Filing Summary
QXO Insulation, LLC Vice President & CHRO Jennifer Shoffner reported issuer dispositions of multiple blocks of TopBuild common stock on July 1, 2026, tied to QXO, Inc.’s acquisition of TopBuild. The footnotes state these entries reflect tax withholding and performance share vesting, plus the conversion of RSU and PRSU awards into QXO restricted stock units under the merger terms, rather than open-market trades.
Under the merger agreement, each TopBuild share was converted into either approximately $249.71 in cash and 10.211 QXO shares or 20.200 QXO shares; Shoffner elected the cash-and-stock consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 12,128 shares
Disposition
3 txns
Insider
Shoffner Jennifer
Role
Vice President & CHRO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 8,007 | $0.00 | $0.00 |
| Disposition | Common Stock | 1,247 | $0.00 | $0.00 |
| Disposition | Common Stock | 2,874 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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. Reflects tax withholding and performance share achievement on vesting.
- F3. 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.
- F4. 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.
Key Figures
Issuer disposition 1: 2,874 shares
Issuer disposition 2: 1,247 shares
Issuer disposition 3: 8,007 shares
+2 more
5 metrics
Issuer disposition 1
2,874 shares
TopBuild common stock disposed to issuer on July 1, 2026
Issuer disposition 2
1,247 shares
TopBuild common stock disposed to issuer on July 1, 2026
Issuer disposition 3
8,007 shares
TopBuild common stock disposed to issuer on July 1, 2026
Mixed merger consideration
$249.71 cash + 10.211 QXO shares
Per TopBuild share, elected by Shoffner
Stock-only consideration
20.200 QXO shares
Alternative per TopBuild share in merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU") awards, performance-based stock unit ("PRSU") awards, +1 more
5 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.
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.
restricted stock unit ("RSU") awards financial
"Represents shares of TopBuild common stock underlying restricted stock unit ("RSU") awards"
performance-based stock unit ("PRSU") awards 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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did QXO Insulation (BLD) report for Jennifer Shoffner?
Jennifer Shoffner reported multiple issuer dispositions of TopBuild common stock on July 1, 2026. These were coded “D” transactions to the issuer, reflecting tax withholding and equity award vesting linked to QXO, Inc.’s acquisition of TopBuild, not open-market buying or selling.
Were Jennifer Shoffner’s QXO Insulation (BLD) Form 4 transactions open-market sales?
No, the transactions were not open-market sales. They are coded as “D” for dispositions to the issuer and described as reflecting tax withholding and performance share achievement on vesting, occurring as part of equity award treatment in the QXO–TopBuild merger, not discretionary market trades.
What were the merger consideration options in the QXO–TopBuild deal affecting BLD holders?
Each TopBuild share converted into either approximately $249.71 in cash plus 10.211 QXO shares or 20.200 QXO shares. These alternatives formed the merger consideration structure. Holders could elect between the mixed cash-and-stock package or the all-stock package, subject to proration under the agreement.
Which merger consideration did Jennifer Shoffner elect in the QXO–TopBuild transaction?
She elected the mixed cash-and-stock consideration. For each eligible TopBuild share, this package provided approximately $249.71 in cash and 10.211 shares of QXO common stock, rather than the alternative of receiving 20.200 QXO shares solely in stock consideration.
How were RSU and PRSU awards treated for TopBuild executives in the QXO merger?
Outstanding TopBuild RSU and PRSU awards converted into QXO restricted stock unit awards. The conversion used an equity exchange ratio equal to the stock-only merger consideration of 20.200 QXO shares per TopBuild share, with fractional shares rounded to the nearest whole share under the agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
