QXO director Covington awarded stock in TopBuild deal
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Form Type
4
Rhea-AI Filing Summary
QXO, Inc. director Alec C. Covington reported receiving QXO common stock in connection with QXO’s acquisition of TopBuild Corp. The Form 4 shows awards of 3,494 and 150,368 QXO shares at a stated price of $0.00 per share, leaving him with 153,862 shares held directly.
Under the merger terms, each TopBuild share was converted at the holder’s election into either approximately $249.71 in cash plus 10.211 QXO shares or 20.200 QXO shares. Covington received the cash‑and‑stock consideration and additional QXO shares tied to TopBuild restricted stock awards that vested immediately before the merger’s effective time.
Insider Trade Summary
Grant/Award: 153,862 shares
Grant/Award
2 txns
Insider
Covington Alec C
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock, $0.00001 par value | 150,368 | $0.00 | $0.00 |
| Grant/Award | Common Stock, $0.00001 par value | 3,494 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock, $0.00001 par value — 153,862 shares (Direct)
Footnotes (2)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of April 18, 2026 (the "Merger Agreement"), the Issuer 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 received the Cash Consideration.
- F2. Represents shares of QXO common stock received with respect to TopBuild restricted stock awards. TopBuild restricted stock awards vested in accordance with the terms of the Merger Agreement immediately prior to the Effective Time.
Key Figures
Awarded shares (grant 1): 3,494 shares
Awarded shares (grant 2): 150,368 shares
Shares held after transactions: 153,862 shares
+4 more
7 metrics
Awarded shares (grant 1)
3,494 shares
QXO common stock grant on July 1, 2026
Awarded shares (grant 2)
150,368 shares
QXO common stock grant on July 1, 2026
Shares held after transactions
153,862 shares
Direct QXO ownership following Form 4 transactions
Cash per TopBuild share
$249.71
Approximate cash portion of cash-and-stock merger consideration
QXO shares in cash option
10.211 shares
QXO shares per TopBuild share in cash-and-stock consideration
QXO shares in stock option
20.200 shares
QXO shares per TopBuild share in all-stock consideration
Merger effective date
July 1, 2026
Effective time of QXO’s acquisition of TopBuild
Key Terms
Agreement and Plan of Merger, Merger Consideration, Cash Consideration, Stock Consideration, +2 more
6 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.
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 QXO common stock received with respect to TopBuild 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.
Effective Time regulatory
"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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did QXO director Alec C. Covington report on this Form 4 for QXO?
Alec C. Covington reported receiving QXO common stock as part of QXO’s acquisition of TopBuild. He was granted 3,494 and 150,368 shares at a stated price of $0.00, resulting in direct ownership of 153,862 QXO shares after the transactions.
How were TopBuild restricted stock awards treated in the QXO transaction for QXO (QXO)?
TopBuild restricted stock awards vested immediately before the merger’s effective time under the merger agreement. These vested awards were then converted into QXO common stock, so Covington’s reported QXO share holdings include shares received in respect of his former TopBuild restricted stock awards.
Was Alec C. Covington’s QXO Form 4 transaction an open-market stock purchase?
No, the Form 4 transactions are classified as grants or awards, not open‑market purchases. Covington acquired QXO shares at a stated price of $0.00 per share as part of the merger consideration mechanics, rather than buying shares in the open market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
