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.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Units | 319,920 | $0.00 | -- |
| Exercise | Common Stock, $0.00001 par value | 319,920 | $0.00 | -- |
| Tax Withholding | Common Stock, $0.00001 par value | 148,650 | $25.52 | $3.79M |
Footnotes (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. Each PSU represents a contingent right to receive one share of Common Stock. 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. 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.
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.
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.