Form 4: TopBuild Corp. Merger with QXO, Inc. - Ownership Changes

Deirdre Drake reports changes in beneficial ownership of TopBuild Corp. common stock following its merger with QXO, Inc. on July 1, 2026.

Summary

• This filing reports changes in beneficial ownership for Deirdre Drake, a Director at TopBuild Corp.
• The changes are a result of the merger between TopBuild Corp. and QXO, Inc., which became effective on July 1, 2026.
• Drake elected to receive the Cash Consideration as part of the merger.
• The filing details the acquisition of TopBuild Corp. by QXO, Inc. under an Agreement and Plan of Merger dated April 18, 2026.
• At the effective time, TopBuild common stock was converted into a mix of cash and QXO common stock, or solely QXO common stock, subject to proration.
• Drake's reported transactions include the acquisition of 1,760 shares and 343 shares of common stock, with a reported price of $0, indicating these are part of the merger consideration.
• The filing also notes restricted stock awards underlying TopBuild common stock that vested immediately prior to the merger's effective time.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing as it is a routine disclosure of insider transactions following a completed merger, providing factual information without explicit positive or negative performance indicators.

Positives

• The merger between TopBuild Corp. and QXO, Inc. has been successfully completed, as indicated by the effective date of July 1, 2026.
• Deirdre Drake, a Director, has reported her transactions related to the merger, ensuring transparency.
• The merger offers shareholders a choice between cash and stock consideration, or solely stock consideration, providing flexibility.

Negatives

• The filing does not explicitly detail any negative financial outcomes or operational challenges.
• The proration described in the merger agreement could potentially affect the exact amount of consideration received by shareholders.

Risks

• The filing does not explicitly mention any current issues or potential future challenges.
• The merger itself carries inherent integration risks for both QXO and TopBuild, though these are not detailed in this specific filing.

Future Outlook

The filing does not contain forward-looking statements or guidance. It reports on a completed transaction.

Industry Context

StockSavvy.ai notes that mergers and acquisitions are a common strategy in the building materials and insulation sectors to achieve scale, market share, and operational efficiencies. This transaction between QXO, Inc. and TopBuild Corp. aligns with broader industry consolidation trends.

Stakeholder Impact

• Shareholders of TopBuild Corp. will receive merger consideration in the form of cash and/or QXO common stock.
• Employees of TopBuild Corp. may experience changes in employment terms or roles as part of the integration with QXO, Inc.
• Creditors and suppliers of TopBuild Corp. will now be dealing with the combined entity, QXO, Inc., which may affect terms or relationships.

Next Steps

• Shareholders who elected Cash Consideration will receive approximately $249.71 in cash and 10.211 shares of QXO common stock, subject to final calculations.
• Shareholders who elected Stock Consideration will receive 20.200 shares of QXO common stock.

Key Dates

Keywords

Form 4, SEC Filing, Beneficial Ownership, Merger, TopBuild Corp., QXO, Inc., Deirdre Drake, Director, Common Stock, Restricted Stock Awards, Merger Agreement, Cash Consideration, Stock Consideration