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QXO Insulation (BLD) president logs issuer share dispositions tied to TopBuild merger

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

Rhea-AI Filing Summary

QXO Insulation, LLC executive Achille John Frank, President and COO, reported issuer-related dispositions of TopBuild common stock in connection with the QXO–TopBuild merger. On July 1, 2026, he returned blocks of 1,724, 4,145 and 507 shares of TopBuild common stock to the issuer at a stated price of $0.00 per share. These transactions occurred as TopBuild was acquired by QXO under an Agreement and Plan of Merger, where each TopBuild share was converted into a mix of cash and QXO stock, and his RSU and PRSU awards were converted into restricted stock units over QXO common stock.

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Insights

Frank’s Form 4 shows issuer-related cancellations tied to the QXO–TopBuild merger.

The filing shows President and COO Achille John Frank disposing of several blocks of TopBuild common stock back to the issuer on July 1, 2026. All are coded "D" as dispositions to the issuer at a stated price of $0.00 per share, indicating administrative cancellations rather than open‑market sales.

Footnotes explain these movements are linked to QXO’s acquisition of TopBuild. TopBuild shares were converted into cash and QXO stock, while outstanding RSU and PRSU awards were converted into restricted stock units over QXO shares using the disclosed exchange ratio. The transactions appear to reflect equity award adjustments under the merger terms, a routine compensation event rather than a directional market trade.

Insider Achille John Frank
Role President and COO
Type Security Shares Price Value
Disposition Common Stock 507 $0.00 --
Disposition Common Stock 4,145 $0.00 --
Disposition Common Stock 1,724 $0.00 --
Holdings After Transaction: Common Stock — 5,869 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 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. 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.
Issuer disposition 1 1,724 shares Common Stock disposed to issuer on July 1, 2026
Issuer disposition 2 4,145 shares Common Stock disposed to issuer on July 1, 2026
Issuer disposition 3 507 shares Common Stock disposed to issuer on July 1, 2026
Cash consideration per share $249.71 Per TopBuild share under cash-and-stock merger consideration
QXO shares in cash option 10.211 shares QXO common stock per TopBuild share in cash-and-stock option
QXO shares in stock option 20.200 shares QXO common stock per TopBuild share in all‑stock option
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.
restricted stock unit financial
"Represents shares of TopBuild common stock underlying restricted stock unit ("RSU") awards."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based stock unit financial
"Represents shares of TopBuild common stock underlying performance-based stock unit ("PRSU") awards."
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.
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.
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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*
Achille John Frank
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and COO
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 Stock07/01/2026D507(1)D$05,869D
Common Stock07/01/2026D4,145(2)D$01,724D
Common Stock07/01/2026D1,724(3)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 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.
3. 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.
/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 insider transaction did QXO Insulation (BLD) report for Achille John Frank?

The filing shows President and COO Achille John Frank disposed of several blocks of TopBuild common stock back to the issuer on July 1, 2026, at a stated price of $0.00 per share, in connection with the QXO–TopBuild merger and related equity award adjustments.

Was the Achille John Frank Form 4 for BLD an open-market stock sale?

No. All reported transactions are coded as dispositions to the issuer at a stated price of $0.00 per share. This indicates administrative cancellations or exchanges related to the merger terms, rather than open‑market buying or selling of TopBuild or QXO shares by the executive.

How is the QXO–TopBuild merger described in Achille John Frank’s Form 4 for BLD?

The Form 4 notes QXO, Inc. acquired TopBuild in a merger effective July 1, 2026. Each TopBuild share was converted into either cash plus QXO stock or all‑stock consideration, with precise mix governed by the Agreement and Plan of Merger and related proration mechanics.

What merger consideration did Achille John Frank elect in the QXO–TopBuild deal (BLD)?

The filing states Achille John Frank elected the cash-and-stock merger consideration. Each TopBuild share he held became the right to receive approximately $249.71 in cash plus 10.211 shares of QXO common stock, subject to final calculations by the exchange agent under the merger agreement.

How were RSU and PRSU awards treated in the QXO–TopBuild merger affecting BLD insiders?

The Form 4 explains that each outstanding TopBuild RSU and PRSU award was converted into a restricted stock unit award over QXO common stock. The number of QXO RSUs was based on the stock consideration exchange ratio, with any fractional shares rounded to the nearest whole share for each award.