Donikowski Tina 4
4 · QXO Insulation, LLC · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
QXO Director Tina Donikowski Disposes 4,123 Shares in Merger
What Happened
Tina Donikowski, a director, recorded dispositions of a total of 4,123 TopBuild restricted shares (3,780 and 343) on July 1, 2026. The Form 4 shows these as dispositions to the issuer at $0.00 per share because the shares were converted under the merger agreement when QXO acquired TopBuild. The reporting person elected the "Cash Consideration" under the merger, which is approximately $249.71 in cash plus 10.211 QXO shares per TopBuild share — implying roughly $1.03 million in cash and about 42,100 QXO shares in aggregate for the 4,123 shares, subject to final exchange-agent calculations.
Key Details
- Transaction date: 2026-07-01; Filing/Period of Report: 2026-07-01 (timely).
- Reported transactions: Disposition to issuer (code D) — 3,780 shares and 343 shares at $0.00 (disposed).
- Estimated consideration per TopBuild share (per merger disclosure): ~$249.71 cash + 10.211 QXO shares; totals above are approximate and subject to final calculation by the exchange agent.
- Shares owned after the transaction: not specified in this Form 4.
- Footnotes: F1 explains merger terms and the reporting person’s election of Cash Consideration; F2 notes the disposed shares were restricted stock awards that vested immediately prior to the merger effective time.
Context
This was not an open-market sale but a conversion/cancellation of TopBuild restricted shares under the merger. The Form 4’s $0.00 price and "D" code reflect the corporate transaction mechanics rather than a routine insider sale; the insider received merger consideration instead of retaining those TopBuild shares.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-07-01−3,780→ 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.