BAUTISTA ERNESTO III 4
4 · QXO Insulation, LLC · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
QXO (BLD) Director Ernesto Bautista III Disposes 2,758 Shares in Merger
What Happened
Ernesto Bautista III, a director, recorded dispositions of 2,415 and 343 TopBuild-related shares (2,758 total) to the issuer on July 1, 2026. The Form 4 shows the shares disposed at $0.00 because they were cancelled/converted as part of QXO’s acquisition of TopBuild under the Merger Agreement. The reporting person elected the “Cash Consideration,” which entitles each TopBuild share to approximately $249.71 in cash plus 10.211 QXO shares (subject to final exchange-agent calculations). Rough, preliminary math implies about $688,700 in cash and roughly 28,160 QXO shares in aggregate, subject to final adjustments.
Key Details
- Transaction date: 2026-07-01; reported on Form 4 filed the same day (timely).
- Reported dispositions: 2,415 shares and 343 shares; price shown $0.00 (disposition to issuer, code D).
- Consideration elected: Cash Consideration per Merger Agreement (≈ $249.71 cash + 10.211 QXO shares per TopBuild share; final amounts subject to calculation).
- Nature of shares: These represented restricted stock awards that vested immediately prior to the Effective Time of the Merger (footnote).
- Shares owned after transaction: Not disclosed on this Form 4.
- Filing timeliness: No late filing indicated.
Context
This was not an open-market sale by the director but a corporate-action conversion tied to the merger—restricted TopBuild awards vested and were converted/cancelled for merger consideration. Such merger-driven dispositions reflect deal mechanics rather than a director selling into the market; they should not be read as a typical insider sell signal.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-07-01−2,415→ 343 total - Disposition to Issuer
Common Stock
[F1][F2]2026-07-01−343→ 0 total
Footnotes (2)
- [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.
- [F2]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.