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

Rhea-AI Filing Summary

QXO Insulation, LLC director Mark A. Petrarca reported two dispositions of TopBuild common stock to the issuer in connection with QXO, Inc.’s acquisition of TopBuild. On July 1, 2026, he disposed of 14,725 shares and 343 shares of common stock in issuer dispositions coded "D" at a stated price of $0.00 per share, leaving him with 0 shares.

According to the merger terms, each TopBuild share was converted at the effective time into either approximately $249.71 in cash plus 10.211 shares of QXO common stock, or 20.200 shares of QXO common stock, subject to proration. Petrarca elected the cash-plus-stock consideration, and restricted stock awards vested immediately before the effective time under the merger agreement.

Insights

Equity compensation and M&A analyst

Director’s reported dispositions reflect merger mechanics, not open‑market selling.

The transactions show Mark A. Petrarca surrendering his TopBuild common shares to the issuer as part of QXO, Inc.’s all‑company acquisition. Code D indicates a disposition to the issuer, with a stated transaction price of $0.00, so this is not an open‑market sale.

The footnotes outline the merger economics: each TopBuild share converted into either approximately $249.71 in cash plus 10.211 QXO shares, or 20.200 QXO shares. Petrarca chose the mixed cash‑and‑stock option, and restricted stock vested immediately before closing. Future company filings may provide broader context on how the combined entity performs post‑merger.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Petrarca Mark A

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	14,725	$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.

Key Figures

Issuer disposition 1: 14,725 shares Issuer disposition 2: 343 shares Post-transaction holdings: 0 shares +3 more

6 metrics

Issuer disposition 1 14,725 shares Common Stock, disposition to issuer on July 1, 2026

Issuer disposition 2 343 shares Common Stock, disposition to issuer on July 1, 2026

Post-transaction holdings 0 shares Total shares following one disposition entry

Cash consideration per share $249.71 Approximate cash component of mixed merger consideration

Stock component (mixed option) 10.211 shares QXO common stock per TopBuild share under cash-plus-stock option

All-stock option 20.200 shares QXO common stock per TopBuild share under stock-only option

Key Terms

Agreement and Plan of Merger, Effective Time, Merger consideration, Cash Consideration, +2 more

6 terms

Agreement and Plan of Merger financial

"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 financial

"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

"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.

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 05:06 PM Accepted by SEC EDGAR 07/01/2026 - 05:06 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Petrarca Mark A

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2026		D		14,725(1)	D	$0	343	D
Common Stock	07/01/2026		D		343(1)(2)	D	$0	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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-Fact	07/01/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did Mark A. Petrarca report in this Form 4 for TopBuild (BLD)?

Mark A. Petrarca reported two issuer dispositions of TopBuild common stock, totaling 14,725 shares and 343 shares. Both transactions were coded "D" for disposition to issuer and left him with no remaining TopBuild shares following the QXO, Inc. merger’s effective time.

Were Mark A. Petrarca’s TopBuild (BLD) transactions open-market sales?

No, the transactions were not open-market sales. They were coded "D" as dispositions to the issuer, occurring at a stated price of $0.00 per share. The movements reflect merger-related share conversion mechanics rather than discretionary buying or selling in the public market.

How were TopBuild (BLD) shares treated in the QXO, Inc. merger?

Each TopBuild share was converted at closing into either approximately $249.71 in cash plus 10.211 QXO common shares, or 20.200 QXO shares. This conversion applied at the merger’s effective time, subject to proration, replacing TopBuild equity with cash and/or QXO stock.

Which merger consideration did Mark A. Petrarca elect for his TopBuild (BLD) shares?

Mark A. Petrarca elected the cash-plus-stock merger consideration. For each eligible TopBuild share, this package provided approximately $249.71 in cash and 10.211 shares of QXO common stock, subject to proration, instead of the all‑stock option of 20.200 QXO common shares.

What happened to Mark A. Petrarca’s TopBuild (BLD) restricted stock awards in the merger?

Restricted stock awards in TopBuild common stock vested immediately before the merger’s effective time under the merger agreement. After vesting, the underlying shares participated in the same conversion terms as other TopBuild shares, then were disposed to the issuer as part of the closing process.

How many TopBuild (BLD) shares did Mark A. Petrarca hold after these transactions?

Following the reported transactions, Mark A. Petrarca’s direct holdings of TopBuild common stock were 0 shares. The Form 4 indicates 343 shares remaining after one disposition, then a subsequent disposition leaving a post‑transaction balance of zero shares in his reported ownership.