QXO Insulation, LLC·4

Jul 1, 5:08 PM ET

OTERO MADELINE 4

4 · QXO Insulation, LLC · Filed Jul 1, 2026

Research Summary

AI-generated summary of this filing

Updated

QXO (BLD) VP & CAO Madeline Otero Sells Shares

What Happened

  • Madeline Otero, Vice President and CAO of QXO Insulation (BLD), had three dispositions to the issuer on July 1, 2026: 610, 86 and 283 shares (total 979 shares). Each line is reported at $0.00 per share (total $0) because these were transfers to the issuer rather than open-market sales.
  • The transactions occurred at the effective time of QXO's July 1, 2026 merger with TopBuild; the reporting person elected cash consideration under the merger agreement and certain awards converted or settled in connection with the merger and vesting.

Key Details

  • Transaction date: 2026-07-01; Report filed: 2026-07-01 (timely).
  • Reported prices: $0.00 per share for each disposition (total value shown as $0).
  • Total shares surrendered: 979 (610 + 86 + 283).
  • Shares owned after transaction: not specified in this Form 4.
  • Relevant footnotes:
    • F1: Merger with TopBuild; holders elected cash or stock consideration (reporting person elected cash).
    • F2: Reflects tax withholding and performance share achievement on vesting.
    • F3/F4: RSU and PRSU awards from TopBuild were converted into QXO RSUs per the merger exchange ratio.
  • Transaction type: Disposition to issuer (not an open-market sale). No 10b5-1 plan or late filing indicated.

Context

  • These transfers appear to be merger- and award-related (e.g., withholding of shares to satisfy taxes or settlement of converted awards), not a sale indicating new cash-out trading in the open market. Reported $0 prices reflect issuer-side surrender/settlement mechanics rather than market proceeds.
  • For retail investors: such issuer dispositions tied to mergers, award conversions, or tax withholding are common and do not necessarily signal the insider's view on the stock's future performance.

Insider Transaction Report

Form 4Exit
Period: 2026-07-01
OTERO MADELINE
Vice President and CAO
Transactions
  • Disposition to Issuer

    Common Stock

    [F4]
    2026-07-016100 total
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-07-0186893 total
  • Disposition to Issuer

    Common Stock

    [F3]
    2026-07-01283610 total
Footnotes (4)
  • [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.
Signature
/s/ Luis F. Machado, Attorney-in-Fact|2026-07-01

Documents

1 file
  • 4
    form4-07012026_090714.xmlPrimary