BAUTISTA ERNESTO III 4

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.