QXO (QXO) director Covington receives 153,862 shares via TopBuild merger terms

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

2 transactions reported

Mixed 2 txns

Insider Covington Alec C

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.00001 par value	150,368	$0.00	--
Grant/Award	Common Stock, $0.00001 par value	3,494	$0.00	--

Holdings After Transaction: Common Stock, $0.00001 par value — 150,368 shares (Direct, null)

Footnotes (1)

1. 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. 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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:29 PM Accepted by SEC EDGAR 07/02/2026 - 04:29 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

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^*

Covington Alec C

(Last) (First) (Middle)

C/O QXO, INC.

FIVE AMERICAN LANE

(Street)

GREENWICH CONNECTICUT 06831

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
QXO, Inc. [ QXO ]

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, $0.00001 par value	07/01/2026(1)		A		150,368(1)	A	(1)	150,368	D
Common Stock, $0.00001 par value	07/01/2026(1)		A		3,494(1)(2)	A	(1)	153,862	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"), 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.

2. 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.

Remarks:

	/s/ Christopher Signorello, as Attorney-in-fact	07/02/2026
	** 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 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 many QXO shares does Alec C. Covington hold after the TopBuild merger?

After the merger-related share awards, Alec C. Covington holds 153,862 shares of QXO common stock directly. This total reflects QXO shares received both as cash‑and‑stock merger consideration and from converted TopBuild restricted stock awards that vested immediately before the effective time.

What merger consideration did TopBuild shareholders receive in the QXO–TopBuild deal?

Each TopBuild share was converted into either approximately $249.71 in cash plus 10.211 QXO shares or 20.200 QXO shares. Holders elected between these alternatives, subject to proration under the merger agreement. Covington received the cash‑and‑stock consideration option for his TopBuild common shares.

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.