Covington Alec C 4

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.