Covington Alec C 4
4 · QXO Insulation, LLC · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
QXO (BLD) Director Alec C. Covington Sells 15,068 Shares
What Happened
- Alec C. Covington, a director, recorded dispositions to the issuer (code D) of 14,725 and 343 shares (total 15,068 shares) on 2026-07-01. The Form 4 reports $0.00 per-share proceeds because the shares were converted/cancelled in connection with QXO’s acquisition of TopBuild rather than sold on the open market. Under the Merger Agreement the reporting person elected the Cash Consideration — approximately $249.71 in cash plus 10.211 QXO shares per TopBuild share — implying roughly $3.76M in cash plus about 153,860 QXO shares in aggregate (all amounts subject to final calculation).
Key Details
- Transaction date(s): 2026-07-01; Form 4 filed 2026-07-01 (accession: 0001361492-26-000004).
- Reported price: $0.00 per share on Form 4 (dispositions to issuer due to merger conversion).
- Shares disposed: 14,725 + 343 = 15,068 total.
- Approximate merger consideration elected: ~$249.71 cash + 10.211 QXO shares per TopBuild share — totals ≈ $3.76M cash and ≈153,860 QXO shares (subject to final calculations).
- Shares owned after transaction: not specified in the provided filing.
- Footnotes: F1 — merger conversion terms and the reporting person elected Cash Consideration; F2 — these were restricted stock awards that vested immediately prior to the Effective Time.
- Filing timeliness: filed the same day as the merger effective date (2026-07-01); the Form does not indicate a late filing.
Context
- These were not open-market sales but merger-related conversions/cancellations (disposition to issuer). The insider received merger consideration per the Agreement and Plan of Merger rather than selling shares on the market. The cash and share amounts noted are approximate and subject to final exchange-agent calculations.
Insider Transaction Report
Form 4Exit
Covington Alec C
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-07-01−14,725→ 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.
Signature
/s/ Luis F. Machado, Attorney-in-Fact|2026-07-01