Guzman Sam 4

Accession 0001562180-25-003321

CIK 0001124941other

View on SEC.gov Company Profile

Filed

Apr 28, 8:00 PM ET

Accepted

Apr 29, 1:23 PM ET

Size

41.8 KB

Accession

0001562180-25-003321

Insider Transaction Report

Form 4

Period: 2025-04-29

QXO BUILDING PRODUCTS, INC.BECN

Guzman Sam

VP & CAO

Transactions

Disposition to Issuer
Restricted Stock Units (RSUs)
2025-04-29−515→ 0 total
From: 2027-03-06Exp: 2027-03-06→ Common Stock, $0.01 par value (515 underlying)
Disposition to Issuer
Common Stock, $0.01 par value
2025-04-29$124.35/sh−6,882$855,777→ 0 total
Disposition to Issuer
Restricted Stock Units (RSUs)
2025-04-29−538→ 0 total
From: 2026-03-01Exp: 2026-03-01→ Common Stock, $0.01 par value (538 underlying)
Award
Performance Stock Units (PSUs)
2025-04-29+615→ 615 total
From: 2026-03-01Exp: 2026-03-01→ Common Stock, $0.01 par value (615 underlying)
Disposition to Issuer
Performance Stock Units (PSUs)
2025-04-29−615→ 0 total
From: 2026-03-01Exp: 2026-03-01→ Common Stock, $0.01 par value (615 underlying)
Award
Performance Stock Units (PSUs)
2025-04-29+584→ 584 total
From: 2028-03-17Exp: 2028-03-17→ Common Stock, $0.01 par value (584 underlying)
Disposition to Issuer
Performance Stock Units (PSUs)
2025-04-29−584→ 0 total
From: 2028-03-17Exp: 2028-03-17→ Common Stock, $0.01 par value (584 underlying)
Disposition to Issuer
Stock Options (Right to buy)
2025-04-29−777→ 0 total
Exercise: $84.90From: 2025-03-06Exp: 2034-03-06→ Common Stock, $0.01 par value (777 underlying)
Disposition to Issuer
Restricted Stock Units (RSUs)
2025-04-29−1,158→ 0 total
From: 2027-03-12Exp: 2027-03-12→ Common Stock, $0.01 par value (1,158 underlying)
Disposition to Issuer
Restricted Stock Units (RSUs)
2025-04-29−876→ 0 total
→ Common Stock, $0.01 par value (876 underlying)
Disposition to Issuer
Restricted Stock Units (RSUs)
2025-04-29−928→ 0 total
From: 2026-03-31Exp: 2026-03-31→ Common Stock, $0.01 par value (928 underlying)
Award
Performance Stock Units (PSUs)
2025-04-29+589→ 589 total
From: 2027-03-06Exp: 2027-03-06→ Common Stock, $0.01 par value (589 underlying)
Disposition to Issuer
Performance Stock Units (PSUs)
2025-04-29−589→ 0 total
From: 2027-03-06Exp: 2027-03-06→ Common Stock, $0.01 par value (589 underlying)
Disposition to Issuer
Stock Options (Right to buy)
2025-04-29−2,602→ 0 total
Exercise: $35.78From: 2021-11-12Exp: 2030-11-12→ Common Stock, $0.01 par value (2,602 underlying)
Disposition to Issuer
Stock Options (Right to buy)
2025-04-29−1,510→ 0 total
Exercise: $58.98From: 2023-03-10Exp: 2032-03-10→ Common Stock, $0.01 par value (1,510 underlying)
Disposition to Issuer
Stock Options (Right to buy)
2025-04-29−785→ 0 total
Exercise: $65.00From: 2024-03-01Exp: 2033-03-01→ Common Stock, $0.01 par value (785 underlying)

Footnotes (9)

[F1]Pursuant to an Agreement and Plan of Merger dated as of March 20, 2025 (the "Merger Agreement") by and among Beacon Roofing Supply, Inc (the "Company"), QXO, Inc. ("QXO") and Queen MergerCo, Inc., a wholly owned subsidiary of QXO (the "Merger Sub"), the Merger Sub merged with and into the Company. Pursuant to the terms of the Merger Agreement, each share of Common Stock of the Company held by the Reporting Person was converted into the right to receive $124.35 in cash.
[F2]Amount includes 83 shares acquired under Beacon's 2023 Employee Stock Purchase Plan, which meets the requirements of Section 423 of the Internal Revenue Code, subsequent to the Reporting Person's last Table I disclosure.
[F3]Each RSU and each PSU represented a contingent right to receive one (1) share of Common Stock of the Company (in the case of PSUs, subject to adjustment on satisfaction of performance criteria).
[F4]Pursuant to the terms of the Merger Agreement, the RSUs held by the Reporting Person were converted into a number of RSUs of QXO equal to the number of original RSUs multiplied by Equity Award Conversion Amount. The RSUs were scheduled to vest on the date referenced in column 6.
[F5]The Equity Award Conversion Amount as calculated pursuant to the Merger Agreement is 9.838.
[F6]Pursuant to the terms of the Merger Agreement, the RSUs held by the Reporting Person were converted into a number of RSUs of QXO equal to the number of original RSUs multiplied by Equity Award Conversion Amount. The RSUs were scheduled to vest in three (3) equal annual installments, beginning on March 17, 2026, and followed by the two subsequent anniversaries of this date.
[F7]The PSUs were eligible to vest on the date referenced in column 6 (the three-year anniversary of the date of grant) on satisfaction of performance criteria. In accordance with SEC interpretations, the grant of these PSUs was not previously reported on Form 4. This row represents the treatment of these awards pursuant to the Merger Agreement as satisfied at target.
[F8]Pursuant to the terms of the Merger Agreement, the PSUs held by the Reporting Person were converted into a number of RSUs of QXO, subject only to service-based conditions, equal to the number of original PSUs multiplied by Equity Award Conversion Amount (assuming the satisfaction of performance criteria at target). The PSUs were eligible to vest on the date referenced in column 6 (the three-year anniversary of the date of grant).
[F9]Pursuant to the terms of the Merger Agreement, the stock options held by the Reporting Person were converted into a number of stock options of QXO equal to the number of original stock options multiplied by Equity Award Conversion Amount, with an exercise price equal to the exercise price of the original stock option divided by Equity Award Conversion Amount. The stock options were scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the grant date, which first anniversary is set forth in the "Date Exercisable" sub-column under column 6.

Documents

1 file

4
primarydocument.xmlPrimary
PRIMARY DOCUMENT

Issuer

QXO BUILDING PRODUCTS, INC.

CIK 0001124941

→

Entity typeother

Related Parties

filerCIK 0001744584

Filing Metadata

Form type: 4
Filed: Apr 28, 8:00 PM ET
Accepted: Apr 29, 1:23 PM ET
Size: 41.8 KB

View on SEC.gov