Form 4: TopBuild Corp. Executive Reports Merger Transactions

Steven P. Raia of TopBuild Corp. reports on transactions related to the acquisition of TopBuild by QXO, Inc.

Summary

• Steven P. Raia, an officer of TopBuild Corp. (now part of QXO, Inc.), has filed a Form 4 detailing transactions that occurred on July 1, 2026, related to the merger between QXO, Inc. and TopBuild Corp.
• The merger became effective on July 1, 2026. Each share of TopBuild common stock was converted into a combination of cash and QXO common stock, or solely QXO common stock, subject to proration.
• Raia elected to receive the Cash Consideration, which involved approximately $249.71 in cash and 10.211 shares of QXO common stock per TopBuild share.
• The filing also reflects transactions related to tax withholding and performance share achievements upon vesting.
• Additionally, restricted stock unit (RSU) and performance-based restricted stock unit (PRSU) awards held by Raia were converted into QXO common stock units based on an equity award exchange ratio.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily reports on routine post-merger equity conversions and executive compensation adjustments rather than new financial performance or strategic shifts.

Positives

• The merger transaction between QXO, Inc. and TopBuild Corp. has been successfully completed, as indicated by the effective date of July 1, 2026.
• Executive Steven P. Raia received a combination of cash and QXO common stock, reflecting the agreed-upon merger consideration.
• RSU and PRSU awards were converted into QXO common stock, preserving the value of these equity incentives for the executive.

Negatives

• The filing details the conversion of TopBuild shares into QXO shares and cash, implying the delisting or cessation of TopBuild as an independent entity.
• The specific amount of cash and stock received by Raia is subject to final calculations by the exchange agent and potential proration, introducing a degree of uncertainty in the exact final amounts.

Risks

• The filing mentions proration as described in the Merger Agreement, which could affect the exact amount of cash and stock consideration received by shareholders.
• The conversion of equity awards into QXO common stock units means that the future value of these awards is now tied to QXO's stock performance.

Future Outlook

The future outlook for Steven P. Raia's holdings is now tied to the performance of QXO common stock, as his TopBuild equity awards have been converted into QXO stock units.

Management Comments

• The reporting person elected the Cash Consideration.
• Reflects tax withholding and performance share achievement on vesting.
• 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.
• 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.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects a significant corporate event, the acquisition of TopBuild Corp. by QXO, Inc. Such mergers are common in the building materials and insulation sectors, often driven by consolidation strategies to achieve economies of scale, expand market reach, or integrate complementary product lines. The conversion of executive equity awards is a standard procedure in these transactions.

Stakeholder Impact

• Shareholders of TopBuild Corp. have had their shares converted into QXO common stock and/or cash, impacting their investment portfolio.
• Employees, including executives like Steven P. Raia, have had their equity awards converted, linking their future compensation to QXO's performance.
• Creditors and suppliers of TopBuild Corp. will now be dealing with the merged entity, QXO, Inc.

Next Steps

• Shareholders and executives will now hold QXO common stock and/or cash as per the merger agreement.
• The value of converted equity awards will fluctuate with the market performance of QXO common stock.

Key Dates

Keywords

Form 4, SEC Filing, TopBuild Corp, QXO Insulation, LLC, Merger, Steven P. Raia, Beneficial Ownership, Common Stock, RSU, PRSU, Executive Compensation