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Yahoo's insider-ownership field reads zero when the founder holds preferred and warrants

static 2026-08-26

Claim

.mcp/fin.py and the Yahoo feed print Insider% 0.00 for QXO. The true figure is roughly 27-28%, held by the chairman and CEO.

The mechanism: Jacobs Private Equity II bought 900,000 convertible perpetual preferred shares in June 2024, converting into 197,109,067 common plus warrants on 197,109,065 more. None of that is common stock today, so none of it appears in a field that counts common. The 13D/A of 2026-04-20 reports the position unchanged at 394,218,132 shares as-converted/as-exercised.

Why the error is worse than a missing number. Zero is not obviously wrong the way a null is. A screen reading Insider% = 0.00 concludes "management has no skin in the game" — and here the opposite is true in a way that matters for the thesis, because the sponsor's economics are not the same as the common holder's:

Effective basis Instrument
Jacobs Private Equity II ~$5.99 Preferred + warrants, plus a 9% cash coupon senior to the common
July 2024 PIPE $9.14 Common
Jan 2026 follow-on $23.80 Common
TopBuild holders, July 2026 $25.00 implied Common

At $13.97 the sponsor is up ~4.5x and collecting $90M/yr ahead of the common; the marginal 2026 common buyer is down ~42%. The field that would have surfaced this reported zero.

How to apply

  • Treat Insider% = 0.00 on a founder-led or sponsor-backed company as a null, not a zero. Go to the 13D/13G and the proxy's beneficial-ownership table, which report as-converted/as-exercised.
  • Look for the instrument in the capital structure first. Convertible preferred, warrants, Up-C/LLC units and dual-class B shares all break this field for the same reason: the field counts one security and the control sits in another. See [[pitfall-up-c-structure-corrupts-six-vendor-fields]] and [[pitfall-yahoo-share-count-dual-class-fpi]].
  • When the sponsor holds preferred, insider alignment is not alignment. Preferred sits ahead of the common in liquidation and pays a coupon regardless of the share price. The right question is not "does management own stock" but "does management own the same security I do, at what basis."
  • This is a different failure from [[pitfall-yahoo-insider-purchases-counts-rsu-grants]], which overstates buying. This one understates ownership. Both come from the same root: the insider fields describe form, not economics.

What would falsify this

A company where the founder's preferred has converted to common - the field then reports correctly. The trap is specific to an unconverted position, which is precisely the situation in a young sponsor-backed rollup.

Related

[[pitfall-yahoo-insider-purchases-counts-rsu-grants]] · [[pitfall-up-c-structure-corrupts-six-vendor-fields]] · [[pitfall-yahoo-share-count-dual-class-fpi]] · [[pattern-fixed-exchange-ratio-without-collar-manufactures-forced-sellers]]

History

  • 2026-08-26 — Established from the QXO analysis.