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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.
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.
Officer Steven P. Raia reported issuer dispositions of common stock tied to the QXO–TopBuild merger and equity award vesting. On July 1, 2026, he returned a total of 9,083 shares to the issuer at a stated price of $0.00 per share, fully eliminating his directly held position in this account. Under the merger terms, each TopBuild share was converted into either approximately $249.71 in cash plus 10.211 QXO shares or 20.200 QXO shares, and he elected the cash-plus-stock option. Outstanding RSU and performance-based stock unit awards were converted into restricted stock units over QXO common stock based on the stock consideration exchange ratio.
QXO Insulation, LLC director Tina Donikowski reported disposing of 4,123 shares of TopBuild common stock back to the issuer. The dispositions, coded as transfers to the issuer, reduced her direct holdings to zero. They occurred at the closing of QXO, Inc.’s acquisition of TopBuild Corp. in a merger effective July 1, 2026.
Under the merger terms, each TopBuild share (other than specified excluded categories) was converted into the right to receive either approximately $249.71 in cash plus 10.211 QXO common shares or 20.200 QXO common shares, after proration. Donikowski elected the cash-and-stock consideration, and restricted stock awards vested immediately before the merger’s effective time.
QXO Insulation, LLC director Alec C. Covington reported dispositions of TopBuild common stock back to the issuer in connection with the closing of a merger. Two transactions on July 1, 2026 show issuer dispositions of 14,725 shares and 343 shares of common stock, leaving him with no TopBuild shares afterward.
Under an Agreement and Plan of Merger, QXO, Inc. acquired TopBuild Corp., and each TopBuild share was converted into merger consideration. Holders could elect either approximately $249.71 in cash plus 10.211 QXO shares per TopBuild share, or 20.200 QXO shares per share. Covington elected the cash-plus-stock option, and his restricted stock awards vested immediately before the effective time as described in the merger terms.
QXO Insulation, LLC director Ernesto Bautista III disposed of his remaining TopBuild common stock in connection with QXO, Inc.’s acquisition of TopBuild. On July 1, 2026, he surrendered a total of 2,758 shares to the issuer as part of the merger closing and now holds no TopBuild shares directly. Under the merger terms, 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; Bautista elected the cash-plus-stock option.
QXO, Inc. completed its acquisition of TopBuild Corp., now QXO Insulation, LLC, in a cash-and-stock merger. Each TopBuild share was converted into either $505.00 in cash or 20.200 QXO shares, subject to proration. Based on elections by holders of about 91.0% of TopBuild shares, those shares will receive roughly $249.67 in cash and 10.212 QXO shares per share, subject to final exchange‑agent calculations.
To finance the deal, QXO subsidiaries entered into multiple new debt arrangements: $1.5 billion of 6.500% senior notes due 2031, $1.5 billion of 6.875% senior notes due 2034, $2.25 billion of 6.75% senior secured notes due 2032, a $3.0 billion incremental term loan facility, and an asset‑based revolving credit facility with up to $2,000 million of borrowing availability. These obligations are guaranteed by TopBuild and its subsidiaries and secured by first‑ and second‑priority liens on defined collateral pools.
TopBuild’s prior credit agreement was fully repaid and terminated. Nearly all of its outstanding 2032 and 2034 notes (99.54% and 99.75%, respectively) were purchased and cancelled, and remaining 2029, 2032 and 2034 notes were redeemed at 100.000% or 101.125% of principal plus accrued interest. TopBuild shares were suspended from NYSE trading and are being delisted and deregistered, and all former directors and executive officers departed as a result of the merger.
New York Stock Exchange LLC filed a Form 25 notifying removal of Common Stock of QXO Insulation, LLC from listing and/or registration under Section 12(b) of the Exchange Act. The Exchange states it and the issuer complied with the Exchange rules and 17 CFR 240.12d2-2 governing voluntary withdrawal.
TopBuild Corp. stockholders approved QXO, Inc.’s acquisition of TopBuild at a virtual special meeting held on June 29, 2026. The merger proposal received 18,198,701 votes for, 5,243,756 against, and 9,119 abstentions, with 23,451,576 shares represented, about 84% of the 28,024,568 shares outstanding as of the record date.
Stockholders also approved, on a non-binding advisory basis, the compensation that may be paid to TopBuild’s named executive officers in connection with the merger, and the adjournment proposal received sufficient support but was not needed. A joint press release stated that approximately 78% of votes cast at TopBuild’s meeting supported adopting the merger agreement, representing about 65% of all outstanding shares, while approximately 99% of votes cast at QXO’s meeting supported issuing QXO shares for the transaction.
The transaction is expected to close on or about July 1, 2026, provided that customary closing conditions are satisfied.
TopBuild Corp. files an 8-K supplementing the joint proxy statement/prospectus for its proposed merger with QXO, adding disclosures after a stockholder complaint and demand letters challenged proxy disclosures. The supplement details Morgan Stanley’s advisory and financing fees and reiterates TopBuild’s board recommendation to vote "FOR" the merger proposals.