Achille John Frank 4

What Happened

• Achille John Frank, President and COO, recorded dispositions of a total of 6,376 shares (507 + 4,145 + 1,724) on July 1, 2026. The Form 4 lists each disposition as to the issuer (code D) at $0.00 and total $0 because these were surrendered/converted in connection with QXO’s acquisition of TopBuild, which became effective July 1, 2026.
• Under the merger agreement each TopBuild share was converted into the right to receive either (i) approximately $249.71 in cash plus 10.211 shares of QXO common stock (the “Cash Consideration”) or (ii) 20.200 shares of QXO common stock (the “Stock Consideration”). The reporting person elected the Cash Consideration. Based on the disclosed per‑share cash figure, the 6,376 surrendered shares correspond to roughly $1.59 million in cash (final amounts and any proration/final calculations are subject to the exchange agent’s adjustment).

Key Details

• Transaction date: 2026-07-01; Form 4 filed with period 2026-07-01.
• Reported price/value on Form 4: $0.00 / $0 (reflects conversion/surrender reporting in the merger, not a zero-value economic transfer).
• Total shares surrendered: 6,376 (507; 4,145; 1,724).
• Approximate cash component per footnote: $249.71 per TopBuild share (≈ $1,592,153 total before final calculations); Cash Consideration also included QXO shares per share subject to final calculation/proration.
• Shares owned after the transaction: not specified in the filing.
• Filing timeliness: filing date matches the report date; no late filing flag indicated.

Context

• This was not a market sale but a merger-related conversion/surrender of TopBuild shares and awards (including shares underlying RSUs and PRSUs that were converted as described in footnotes). The $0.00 entries are standard for issuer conversions in a merger and should be read as exchange/surrender activity under the merger agreement, not as a gratuitous or zero-value transfer.
• Footnotes: F1 (merger consideration options and reporter’s election of Cash Consideration), F2 (conversion treatment for RSU awards), F3 (conversion treatment for PRSU awards). Final cash and QXO share amounts are subject to the exchange agent’s final calculations and any proration called for in the Merger Agreement.