Machado Luis Francisco 4
4 · QXO Insulation, LLC · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
QXO (BLD) VP Gen. Counsel Luis Machado Disposes 13,352 Shares
What Happened
Machado Luis Francisco, VP, General Counsel and Corporate Secretary of QXO Insulation (BLD), reported dispositions to the issuer totaling 13,352 shares on July 1, 2026. The filing lists four dispositions: 6,296; 1,495; 3,440; and 2,121 shares (the last is a derivative holding). Each disposition is reported at $0.00 per share (total $0) on the Form 4 because the transactions occurred as part of the merger process described in the filing. Per the Merger Agreement, the reporting person elected the Cash Consideration.
Key Details
- Transaction date: 2026-07-01; reported price: $0.00 per share (total $0) on Form 4.
- Total shares disposed: 13,352 (6,296 + 1,495 + 3,440 + 2,121 (derivative)).
- Shares owned after transaction: not specified in the filing.
- Notable footnotes:
- F1: Dispositions arose from the merger effective July 1, 2026; reporting person elected Cash Consideration (approximately $249.71 cash plus 10.211 QXO shares per TopBuild share, or alternatively an election for stock consideration).
- F2: Reflects tax withholding and performance-share achievement on vesting.
- F3–F5: Outstanding RSUs/PRSUs and options were converted/cancelled and adjusted into QXO awards or rights per the Merger Agreement.
- F6: Notes prior vesting schedule (707 shares vested on 2/22/2022, 2/22/2023, 2/22/2024).
- Filing timeliness: Form filed on 2026-07-01 (same day as the reported effective date).
Context
These were dispositions to the issuer under a merger, not open-market sales — filings often show $0 in such cases because consideration (cash and/or QXO shares) was paid through the merger mechanics rather than an ordinary sale. The derivative line relates to converted equity awards (RSUs/PRSUs/options) settled under the merger terms. Such merger-related dispositions are transactional/administrative and do not by themselves indicate insider sentiment about the stock.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-07-01−6,296→ 4,935 total - Disposition to Issuer
Common Stock
[F3]2026-07-01−1,495→ 3,440 total - Disposition to Issuer
Common Stock
[F4]2026-07-01−3,440→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F5][F6]2026-07-01−2,121→ 0 totalExercise: $89.59From: 2024-02-22Exp: 2031-02-16→ Common Stock (2,121 underlying)
Footnotes (6)
- [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]Reflects tax withholding and performance share achievement on vesting.
- [F3]Represents shares of TopBuild common stock underlying restricted stock unit ("RSU") awards. Pursuant to the terms of the Merger Agreement, each outstanding and not yet settled RSU award was converted into a restricted stock unit award relating to a number of shares of QXO common stock based on an equity award exchange ratio equal to the Stock Consideration, with any fractional shares rounded to the nearest whole number of shares.
- [F4]Represents shares of TopBuild common stock underlying performance-based stock unit ("PRSU") awards. Pursuant to the terms of the Merger Agreement, each outstanding and not yet settled PRSU award was converted into a restricted stock unit award relating to a number of shares of QXO common stock based on an equity award exchange ratio equal to the Stock Consideration, with any fractional shares rounded to the nearest whole number of shares.
- [F5]Pursuant to the terms of the Merger Agreement, each outstanding and not yet exercised option to shares of TopBuild common stock (whether vested or unvested) was cancelled and converted into the right to receive shares of QXO common stock equal to (i) the total TopBuild shares subject to such option as of immediately prior to the Effective Time, multiplied by (ii) the quotient obtained by dividing (x) the excess, if any, of (1) the Cash Consideration minus (2) the exercise price per TopBuild share applicable to such option by (y) $25.00.
- [F6]707 shares vested on each of 2/22/2022, 2/22/2023, and 2/22/2024.