QXO, Inc. (QXO) CFO earns 319,920 shares from PSU vesting, shares locked up

Rhea-AI Filing Summary

QXO, Inc. Chief Financial Officer Essaid Ihsan reported the vesting and settlement of performance-based stock units and related tax withholding. On January 15, 2026, 319,920 Performance Stock Units (PSUs) were converted into an equal number of shares of QXO common stock at an exercise price of $0.00. In connection with this vesting, the company withheld 148,650 shares of common stock at $25.52 per share to cover tax liabilities, and no shares were sold in open market transactions.

The filing shows that 348,882 shares of common stock were beneficially owned directly by the CFO after these transactions, and 995,313 PSUs remained beneficially owned as derivative securities. The PSUs vest based on QXO’s total shareholder return relative to S&P 500 companies, with a maximum payout of 225% of target. For the initial performance period ending December 31, 2025, goals were certified at 225% of target, resulting in 177,733 shares above the original target. After-tax shares from this PSU award are locked up and cannot be transferred until December 31, 2029.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Essaid Ihsan

(Last) (First) (Middle)

C/O QXO, INC.

FIVE AMERICAN LANE

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QXO, Inc. [ QXO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.00001 par value	01/15/2026		M		319,920	A	$0.00	497,532	D
Common Stock, $0.00001 par value	01/15/2026		F(1)		148,650	D(1)	$25.52	348,882	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(2)	01/15/2026		M			319,920	(3)(4)	(3)(4)	Common Stock	319,920	$0.00	995,313	D

Explanation of Responses:

1. No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Performance Stock Units ("PSUs") reported on this Form 4. There were no related discretionary transactions or open market sales.

2. Each PSU represents a contingent right to receive one share of Common Stock.

3. The PSUs will vest depending on the Issuer's total shareholder return ("TSR") over, for 50% of the PSUs, a performance period beginning on the grant date and ending on December 31, 2028, for 12.5% of the PSUs, a performance period beginning on the grant date and ending on December 31, 2025 ("Initial Period"), for 12.5% of the PSUs, a one-year performance period ending on December 31, 2026, for 12.5% of the PSUs, a one-year performance period ending on December 31, 2027, and for 12.5% of the PSUs, a one-year performance period ending on December 31, 2028, in each case, relative to companies in the S&P500 Index, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. The maximum number of PSUs that may vest is capped at 225% of the target number of PSUs.

4. On the Transaction Date, the Compensation and Talent Committee of the Board of Directors of the Issuer certified that the performance goals were achieved at 225% of the target level for the Initial Period. The shares set forth in column 7 reflect the total number of shares earned, including 177,733 shares in excess of the target amount. The after-tax shares received upon settlement of the PSU award are subject to a lock up which prohibits transfers of such shares through December 31, 2029.

	/s/ Christopher Signorello, as Attorney-in-Fact	01/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did QXO (QXO) disclose for its CFO Essaid Ihsan?

The filing reports that Chief Financial Officer Essaid Ihsan had 319,920 Performance Stock Units (PSUs) convert into an equal number of shares of QXO common stock on January 15, 2026 at an exercise price of $0.00, along with related tax-share withholding.

How many QXO PSUs vested for the CFO and how were they settled?

A total of 319,920 PSUs vested and were settled into 319,920 shares of QXO common stock at an exercise price of $0.00. Each PSU represents a contingent right to receive one share of common stock, and these units were tied to total shareholder return performance conditions.

Did the QXO CFO sell any shares in the open market in this Form 4?

No. Footnote (1) states that no shares were sold by the reporting person. The 148,650 shares shown with transaction code F were withheld by QXO to fund tax liabilities from the PSU vesting, and there were no discretionary transactions or open market sales.

How many QXO shares does the CFO beneficially own after these transactions?

Following the reported transactions, the CFO directly beneficially owned 348,882 shares of QXO common stock. In addition, the filing shows 995,313 Performance Stock Units beneficially owned as derivative securities after the PSU conversion transaction.

What performance conditions apply to the QXO Performance Stock Units reported in this Form 4?

The PSUs vest based on QXO’s total shareholder return (TSR) relative to companies in the S&P 500 Index over multiple performance periods ending between December 31, 2025 and December 31, 2028. The maximum number of PSUs that may vest is capped at 225% of the target amount.

What did QXO’s board committee certify about PSU performance for the initial period?

On the transaction date, QXO’s Compensation and Talent Committee certified that performance goals for the Initial Period ending December 31, 2025 were achieved at 225% of the target level. This resulted in the CFO earning 319,920 shares, including 177,733 shares above the target amount.

Are the QXO shares received from the PSU award immediately tradable by the CFO?

No. Footnote (4) explains that the after-tax shares received upon settlement of the PSU award are subject to a lock-up that prohibits transfers of those shares through December 31, 2029.