QXO Insulation CFO records merger share dispositions

Rhea-AI Filing Summary

QXO Insulation Vice President and CFO Robert M. Kuhns reported a series of issuer dispositions of common stock linked to the completion of QXO, Inc.’s acquisition of TopBuild Corp. Three dispositions totaling 17,296 shares were recorded at a stated price of $0.00 per share, leaving him with no directly held shares of this common stock class after the final transaction.

Under the merger, each TopBuild share was converted into either approximately $249.71 in cash plus 10.211 QXO shares or 20.200 QXO shares, and Kuhns elected the cash-plus-stock option. Footnotes explain that the transactions reflect tax withholding and the treatment of RSU and PRSU equity awards in the merger.

Insider Trade Summary

Disposition: 17,296 shares

Disposition 3 txns

Insider Kuhns Robert M

Role Vice President and CFO

Type	Security	Shares	Price	Value
Disposition	Common Stock	8,373	$0.00	$0.00
Disposition	Common Stock	2,689	$0.00	$0.00
Disposition	Common Stock	6,234	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (4)

1. 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.
2. F2. Reflects tax withholding and performance share achievement on vesting.
3. 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.
4. 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

First disposition: 8,373 shares Second disposition: 2,689 shares Third disposition: 6,234 shares +4 more

7 metrics

First disposition 8,373 shares Disposition to issuer on July 1, 2026

Second disposition 2,689 shares Disposition to issuer on July 1, 2026

Third disposition 6,234 shares Disposition to issuer on July 1, 2026

Total shares disposed 17,296 shares Aggregate of three issuer dispositions reported in Form 4

Post-transaction holdings 0 shares Common stock directly held after final disposition

Cash Consideration $249.71 + 10.211 shares Per TopBuild share: cash plus QXO common stock option

Stock Consideration 20.200 shares QXO common stock per TopBuild share under stock option

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."

equity award exchange ratio financial

"converted into a restricted stock unit award relating to a number of shares of QXO common stock based on an equity award exchange ratio"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did QXO Insulation (BLD) CFO Robert Kuhns report in this Form 4?

Robert M. Kuhns reported three dispositions of common stock to the issuer totaling 17,296 shares at a stated price of $0.00 per share, all tied to the closing of QXO, Inc.’s acquisition of TopBuild Corp. and related equity award and tax-withholding adjustments.

How many shares did the QXO Insulation (BLD) CFO dispose of in total?

The filing shows issuer dispositions of 8,373 shares, 2,689 shares, and 6,234 shares of common stock, totaling 17,296 shares. After these transactions, the Form 4 reports that Kuhns held zero shares directly of the reported common stock class.

How is the TopBuild–QXO merger described in the QXO Insulation (BLD) Form 4 footnotes?

The footnotes state that under an Agreement and Plan of Merger, QXO, Inc. acquired TopBuild Corp., converting each TopBuild share into either cash plus QXO shares or all-stock consideration, with the merger becoming effective on July 1, 2026, subject to proration terms.

What merger consideration options were available to TopBuild shareholders in the QXO transaction?

Each TopBuild common share could be converted into approximately $249.71 in cash plus 10.211 QXO shares, called the Cash Consideration, or 20.200 QXO shares, called the Stock Consideration, after giving effect to proration as described in the merger agreement documentation.

Which form of merger consideration did the QXO Insulation (BLD) CFO elect?

The footnotes explain that the reporting person, Robert M. Kuhns, elected the Cash Consideration option, receiving approximately $249.71 in cash and 10.211 shares of QXO common stock for each eligible TopBuild share, consistent with the terms of the merger agreement between QXO and TopBuild.

How were RSU and PRSU awards affected in the QXO–TopBuild merger?

Outstanding TopBuild RSU and PRSU awards were converted into restricted stock unit awards for QXO common shares using an equity award exchange ratio equal to the Stock Consideration of 20.200 QXO shares per TopBuild share, with any resulting fractional shares rounded to the nearest whole share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 05:05 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
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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^*

Kuhns Robert M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President and CFO

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		8,373(1)	D	$0	8,923(2)	D
Common Stock	07/01/2026		D		2,689(3)	D	$0	6,234	D
Common Stock	07/01/2026		D		6,234(4)	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. Reflects tax withholding and performance share achievement on vesting.

3. 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.

4. 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-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)