SEC Form 4 · accession 0001651319-26-000004
QXO Insulation, LLC · BLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luis Francisco Machado
Officer — VP, Gen. Counsel, Corp Sec.
Period of report
Jul 1, 2026
Accepted (ET)
Jul 1, 2026 · 5:10 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001633931
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 1, 2026 | D | 6,296 | $0.00 | D | 4,935 | D | |
| Common StockF3 | Jul 1, 2026 | D | 1,495 | $0.00 | D | 3,440 | D | |
| Common StockF4 | Jul 1, 2026 | D | 3,440 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5,F6 | $89.59 | Jul 1, 2026 | D | 2,121 | D | Feb 22, 2024 | Feb 16, 2031 | Common Stock | 2,121 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2Reflects tax withholding and performance share achievement on vesting.
- F3Represents 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.
- F4Represents 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.
- F5Pursuant 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.
- F6707 shares vested on each of 2/22/2022, 2/22/2023, and 2/22/2024.