Form 4: TopBuild Corp. Merger Completes, Executive Ownership Changes

Robert M. Kuhns, VP and CFO of TopBuild Corp., reports changes in beneficial ownership following the company's merger with QXO, Inc. effective July 1, 2026.

Summary

• This filing details changes in beneficial ownership for Robert M. Kuhns, Vice President and CFO of TopBuild Corp., following the merger with QXO, Inc. that became effective on July 1, 2026.
• Kuhns's ownership of TopBuild common stock was converted into QXO common stock or cash consideration as per the merger agreement.
• Specifically, 8,373 shares of common stock were disposed of, resulting in 8,923 shares still beneficially owned.
• An additional 2,689 shares of common stock were disposed of, leaving 6,234 shares beneficially owned.
• A further 6,234 shares of common stock were disposed of, leaving 0 shares beneficially owned in this category.
• The merger involved a conversion of TopBuild common stock into either cash and QXO common stock, or solely QXO common stock, with proration applied.
• Kuhns elected to receive the Cash Consideration, which included approximately $249.71 in cash and 10.211 shares of QXO common stock per TopBuild share, subject to final calculations.
• The filing also notes adjustments for tax withholding and performance share achievements on vesting, as well as the conversion of restricted stock unit (RSU) and performance-based stock unit (PRSU) awards into QXO common stock units.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily reporting on the administrative and ownership changes resulting from a completed merger, rather than providing new operational or financial performance data.

Positives

• The merger between TopBuild Corp. and QXO, Inc. has been successfully completed, indicating a significant strategic event for the company.
• The reporting person, Robert M. Kuhns, received a combination of cash and QXO common stock, reflecting the value of his holdings in the completed transaction.
• Restricted stock units and performance-based stock units were converted into QXO common stock, preserving the value of these awards for the executive.

Negatives

• The reporting person disposed of a significant number of TopBuild common stock shares (8,373, 2,689, and 6,234) as part of the merger transaction.
• The ownership of TopBuild common stock by the reporting person has been reduced to zero in certain categories following the merger.

Risks

• Integration risks associated with the merger between TopBuild Corp. and QXO, Inc. could impact future operational performance.
• Potential for proration in the merger consideration could affect the exact amount of cash and stock received by shareholders.
• The value of the QXO common stock received as consideration is subject to market fluctuations.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from management regarding future performance. The primary focus is on reporting ownership changes resulting from a completed merger.

Management Comments

• The reporting person elected the Cash Consideration as part of the merger.
• The merger transaction became effective on July 1, 2026, under the terms of the Agreement and Plan of Merger dated April 18, 2026.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects a significant corporate event, the completion of a merger between TopBuild Corp. and QXO, Inc. Such transactions are common in the building products and insulation industries, often driven by consolidation strategies to achieve economies of scale, expand market reach, or enhance product offerings. The reporting of executive ownership changes is a standard regulatory requirement following such transformative events.

Stakeholder Impact

• Shareholders of TopBuild Corp. have transitioned to being shareholders of QXO, Inc. or have received cash consideration, impacting their investment portfolios.
• Employees of TopBuild Corp. are now part of the combined QXO entity, potentially leading to changes in employment terms or roles.
• Management of TopBuild Corp., including the reporting person, have seen their beneficial ownership structures change significantly due to the merger.

Next Steps

• Shareholders and executives will now hold securities in the combined QXO entity.
• Ongoing integration of TopBuild Corp. into QXO, Inc. is expected.

Key Dates

Keywords

Form 4, SEC Filing, Beneficial Ownership, TopBuild Corp., QXO, Inc., Merger, Robert M. Kuhns, Vice President, CFO, Common Stock, Restricted Stock Units, Performance Shares, Cash Consideration, Stock Consideration, Securities Exchange Act