QXO names Dev Ahuja CFO, with start expected January 2027
The offer letter combines a $900,000 annual salary and 115% target bonus with equity awards subject to approval and stated vesting terms.
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Rhea-AI Filing Summary
QXO, Inc. announced Dev Ahuja’s appointment as chief financial officer, effective on his anticipated start date in January 2027; on that date, current CFO Ihsan Essaid is to become vice chairman, overseeing mergers and acquisitions and advancing capital-raising activities. Ahuja has served as Novelis’ CFO since 2016; Essaid has served as QXO’s CFO since July 2024.
Ahuja’s offer letter sets an annual base salary of $900,000 and an annual target bonus equal to 115% of base salary. In March 2027, subject to Compensation and Talent Committee approval, he will be eligible for annual RSUs with a $1,137,500 grant-date value and PSUs valued at $2,112,500. The same approval condition applies to $4,500,000 in sign-on RSUs. On his start date, subject to approval, he will receive $150,000 in relocation RSUs and $1,151,570 in new-hire RSUs. The awards have stated vesting and continued-employment terms; the relocation and new-hire awards also include repayment provisions under specified conditions.
Filing Explained
The 2027 PSUs are subject to Committee approval and depend on QXO’s total shareholder return relative to the S&P 500 over two performance periods; earned awards may range from zero to
8-K Event Classification
Key Figures
Key Terms
time-based restricted stock units financial
performance-based restricted stock units financial
total stockholder return financial
grant-date value financial
Severance Plan financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the performance conditions for Dev Ahuja’s QXO PSUs?
How do Dev Ahuja’s QXO RSUs vest?
Does Dev Ahuja have to repay his QXO relocation or new-hire RSUs if he leaves?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| , each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 12, 2026, QXO, Inc. (the “Company”) announced the appointment of Dev Ahuja as the Company’s Chief Financial Officer, effective as of his anticipated start date in January 2027. Mr. Ahuja will succeed Ihsan Essaid, who has served as the Company’s Chief Financial Officer since July 2024. On Mr. Ahuja’s start date, Mr. Essaid will be promoted to the Company’s Vice Chairman, an executive role, overseeing mergers and acquisitions and advancing capital-raising activities.
Mr. Ahuja, age 61, brings more than two decades of experience leading financial operations for growth-oriented companies. He joins the Company from Novelis Inc. (“Novelis”), a leading producer of innovative aluminum solutions, where he has served as Executive Vice President and Chief Financial Officer since 2016. Previously, with healthcare giant Novartis AG, he held Chief Financial Officer roles for Alcon North America, Alcon Japan, and the company’s South Korean business.
No family relationships exist between Mr. Ahuja and any director or executive officer of the Company. There are no arrangements or understandings pursuant to which Mr. Ahuja was selected as an officer and no transactions to which the Company is or was a participant and in which Mr. Ahuja has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Offer Letter with Mr. Ahuja
The Company entered into an offer letter with Mr. Ahuja, pursuant to which Mr. Ahuja will receive an annual base salary of $900,000 and an annual target bonus equal to 115% of his base salary.
Annual Long-Term Incentive Awards. In March 2027, as part of the Company’s annual grant cycle and subject to approval by the Compensation and Talent Committee of the Board of Directors (the “Committee”), Mr. Ahuja will be eligible to receive annual long-term incentive awards under the QXO, Inc. 2024 Omnibus Incentive Compensation Plan (the “Plan”) in the form of (i) time-based restricted stock units (“RSUs”) with a grant-date value of $1,137,500 (“2027 RSUs”) and (ii) performance-based restricted stock units (“PSUs”) with a grant-date value of $2,112,500 (the “2027 PSUs”). Beginning in 2028, Mr. Ahuja will be eligible to receive subsequent long-term incentive awards as part of the Company’s normal annual grant cycle. The 2027 RSUs will vest over a period of four years, with 25% vesting on each of the first four anniversaries of the grant date, subject to Mr. Ahuja’s continued employment through the applicable vesting date. The 2027 PSUs will be earned based on the Company’s total stockholder return relative to companies in the S&P 500 Index over two performance periods, with (i) 50% of the target 2027 PSUs measured over the performance period from January 1, 2027 through December 31, 2028 and (ii) 50% of the 2027 PSUs measured over the performance period from January 1, 2029 through December 31, 2030. Earned 2027 PSUs may range from 0% to 225% of target, and any earned 2027 PSUs would vest on the last day of the applicable performance period, subject to the Committee’s certification of achievement of the applicable performance target and Mr. Ahuja’s continued employment through the vesting date. All shares received upon settlement of the 2027 RSUs and 2027 PSUs will be subject to a restriction on sales, offers, pledges, transfers and dispositions for one year after such shares vest.
Equity Sign-On Award. In March 2027, as part of the Company’s annual grant cycle and subject to Committee approval, Mr. Ahuja will receive an equity sign-on award consisting of RSUs with a grant-date value of $4,500,000 (“Sign-On RSUs”) under the Plan. The Sign-On RSUs will vest over four years, with 25% vesting on each of the first four anniversaries of the grant date, subject to Mr. Ahuja’s continued employment through the applicable vesting date. All shares received upon settlement of the Sign-On RSUs will be subject to a restriction on sales, offers, pledges, transfers and other dispositions until the first anniversary of the date on which such shares vest.
Relocation Incentive Award. On his start date, subject to Committee approval, Mr. Ahuja will also receive an equity incentive award consisting of RSUs with a grant-date value of $150,000 (“Relocation RSUs”) under the Plan. The Relocation RSUs will vest in full on the one-month anniversary of the grant date, subject to Mr. Ahuja’s continued employment through such vesting date. If Mr. Ahuja’s employment terminates for any reason other than an involuntary termination without cause on or after the vesting date but prior to the second anniversary of his start date, he will be required to repay the fair market value of the Relocation RSUs as of the vesting date, less any taxes withheld or paid in connection with the vesting of the Relocation RSUs.
New Hire Incentive Award. On his start date, subject to Committee approval, Mr. Ahuja will also receive an equity incentive award consisting of RSUs with a grant-date value of $1,151,570 (“New Hire RSUs”) under the Plan. The New Hire RSUs will vest in full on the one-month anniversary of the grant date, subject to Mr. Ahuja’s continued employment through such vesting date. If Mr. Ahuja’s employment terminates for any reason other than an involuntary termination without cause on or after the vesting date but prior to the second anniversary of his start date, he will be required to repay the fair market value of the New Hire RSUs as of the vesting date, less any taxes withheld or paid in connection with the vesting of the New Hire RSUs.
Mr. Ahuja’s employment is expressly conditioned on his relocation to Greenwich, Connecticut and the Company will cover reasonable commuting or temporary housing expenses until he relocates. Mr. Ahuja will also enter into the Company’s Confidential Information Protection Agreement and will be eligible to participate in the Company’s Severance Plan, as in effect from time to time, which provides severance benefits upon certain qualifying terminations of employment.
The foregoing summary of the offer letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the offer letter, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2026.
| Item 7.01 | Regulation FD Disclosure. |
On November 12, 2026, the Company issued a press release announcing the appointment of Mr. Ahuja and the promotion of Mr. Essaid. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QXO, INC. | ||
| Date: November 12, 2026 | By: | /s/ Christopher Signorello |
| Christopher Signorello | ||
| Chief Legal Officer | ||
Exhibit 99.1
QXO Appoints Dev Ahuja as Chief Financial Officer and Promotes Ihsan Essaid to Vice Chairman
Ahuja to join QXO in January after a decade as CFO of Novelis
GREENWICH, Conn. — November 12, 2026 — QXO, Inc. (NYSE: QXO) today announced the appointment of Dev Ahuja as the company’s Chief Financial Officer. He will succeed Ihsan Essaid, who has been promoted to Vice Chairman, an executive role, with both positions becoming effective in January 2027.
Ahuja has more than two decades of experience leading financial operations for growth-oriented companies. He joins QXO from Novelis, a leading producer of innovative aluminum solutions, where he served as CFO since 2016. Previously, with healthcare giant Novartis, he held CFO roles for Alcon North America, Alcon Japan, and the company’s South Korean business.
Brad Jacobs, Chairman and Chief Executive Officer of QXO, said, “Dev has led global finance teams through major capital transactions and the integration of key acquisitions. He’ll be a strong partner as we continue to grow QXO and create value for our shareholders.”
At Novelis, Ahuja was instrumental in completing the company’s $2.8 billion acquisition and integration of Aleris, an industrial manufacturer, and oversaw major initiatives for organic growth and operational excellence. During his tenure, Novelis raised $8 billion through M&A financings and debt refinancings.
Essaid has served as QXO’s CFO since July 2024. As Vice Chairman, he will oversee mergers and acquisitions and advance capital-raising activities, reporting to Jacobs.
Jacobs said, “M&A is a core driver of value creation for QXO. Ihsan will continue to work closely with me as we pursue the company’s goal of $50 billion in annual revenue within the decade.”
About QXO
QXO is a leading distributor and installer of building products in North America, serving an $800 billion market. The company’s mission is to modernize the building products industry through advanced technology and a best-in-class customer experience. QXO is the largest distributor and installer of insulation, the second-largest distributor of roofing products, the second-largest publicly traded distributor of lumber and building materials, and the largest distributor of waterproofing products. The company is targeting $50 billion in annual revenue within the decade through accretive acquisitions and organic growth. For more information, visit QXO.com.
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Forward-looking statements
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC, and the following:
| · | an inability to obtain the products we distribute resulting in lost revenues and reduced margins and damaging relationships with customers; |
| · | changes in supplier pricing, demand or vendor rebates adversely affecting our income and gross margins; |
| · | our inability to identify potential acquisition targets, successfully complete acquisitions on acceptable terms, or successfully integrate acquired businesses into our operations; |
| · | the possibility that our cost and revenue initiatives to enhance efficiencies and drive organic growth may not be effective; |
| · | risks related to maintaining our safety record; |
| · | liability exposure due to the nature and breadth of our installation services operations, including from construction defect and warranty claims; |
| · | risks related to the identification of new products, product quality or performance issues from third-party manufacturers and suppliers; |
| · | the possibility that building products distribution industry demand may soften or shift substantially due to cyclicality or dependence on general economic and political conditions, including inflation or deflation, interest rates, governmental subsidies or incentives, consumer confidence, labor and supply shortages, weather and commodity prices; |
| · | risks related to fragmentation in our industry and the possibility that regional or global barriers to trade or a global trade war could increase the cost of products in the building products distribution industry; |
| · | seasonality, weather-related conditions and natural disasters; |
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| · | risks related to the effective development and proper functioning of our information technology systems, including from cybersecurity threats, artificial intelligence use, and digital transformation initiatives; |
| · | risks relating to our ability to attract and retain key talent, work stoppages, union negotiations, labor disputes or other labor force matters; |
| · | our dependence on Brad Jacobs as chairman and chief executive officer and the impact of the loss of Mr. Jacobs in these roles; |
| · | the risk that Mr. Jacobs’ past performance may not be representative of future results; |
| · | the risk that the anticipated benefits of our acquisition of Beacon Roofing Supply, Inc. (the “Beacon Acquisition”), Kodiak Building Partners, Inc. (the “Kodiak Acquisition”), TopBuild Corp. (the “TopBuild Acquisition”) or any future acquisition may not be fully realized or may take longer to realize than expected; |
| · | the effect of the Beacon Acquisition, Kodiak Acquisition, and TopBuild Acquisition or any future acquisition on our business relationships with employees, customers or suppliers, operating results and business generally; |
| · | risks that our rebranding initiatives following the TopBuild Acquisition may not achieve their intended benefits; |
| · | the possibility of an impairment of goodwill or other intangible assets, which represent a substantial portion of our total assets as a result of our acquisitions; |
| · | risks related to our obligations under the indebtedness we incurred in connection with the Beacon Acquisition and TopBuild Acquisition; |
| · | the possible economic impact of the Company’s outstanding warrants and preferred stock on the Company and the holders of its common stock or the impact of dividend payments or liquidation preferences from preferred stock that remains outstanding; |
| · | challenges raising additional equity or debt capital and the effects that raising such capital may have on the Company and its business; |
| · | the possibility that new investors in any future financing transactions could gain rights, preferences and privileges senior to those of the Company’s existing stockholders; |
| · | the development of alternatives to distributors in the supply chain and competitive pricing pressure from customers; |
| · | changes in building codes and consumer preferences that could affect our ability to market our service offerings; |
| · | risks associated with periodic litigation, regulatory proceedings and enforcement actions; |
| · | the impact of legislative, regulatory, economic, competitive and technological changes; |
| · | risks related to insurance and bonding, including the use of a wholly owned insurance captive to manage risks; |
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| · | unknown liabilities and uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions; and |
| · | other factors, including those set forth in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. |
All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements except to the extent required by law.
QXO Contacts:
| Media Contact |
| Joe Checkler |
| joe.checkler@qxo.com |
| 203-609-9650 |
| Investor Contact |
| Mark Manduca |
| mark.manduca@qxo.com |
| 203-321-3889 |
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