QXO (QXO) officer details RSU vesting, tax withholding and lock-up

Rhea-AI Filing Summary

QXO, Inc. insider reports RSU vesting and tax withholding activity. On 12/31/2025, a company officer converted 156,044 restricted stock units into an equal number of QXO common shares at an exercise price of $0.00. Of these, 61,404 shares were withheld by QXO at $21.04 per share to cover tax liabilities related to the vesting, and no shares were sold in the open market. Following these transactions, the officer directly owned 121,993 shares of common stock and 884,254 RSUs. The RSU grant vests in five installments from December 31, 2025 through December 31, 2029, and after-tax shares received are locked up from transfer through December 31, 2029, subject to continued employment.

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^*

Smith Sean Christopher

(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)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M		156,044	A	$0.00	183,397	D
Common Stock, $0.00001 par value	12/31/2025		F(1)		61,404	D(1)	$21.04	121,993	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
Restricted Stock Units	(2)	12/31/2025		M			156,044	(3)	(3)	Common Stock	156,044	$0.00	884,254	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 Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled on the Transaction Date, as originally scheduled, and there were no related discretionary transactions or open market sales.

2. Each RSU represents a contingent right to receive, upon settlement, one share of Common Stock.

3. The RSUs vest in five installments of 15% on December 31, 2025, 17.5% on December 31, 2026, 17.5% on December 31, 2027, 25% on December 31, 2028, and 25% on December 31, 2029, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. The after-tax shares received upon settlement of the RSU award are subject to a lock up which prohibits transfers of such shares through December 31, 2029.

Remarks:

Title: Chief Accounting Officer and Deputy Chief Financial Officer

	/s/ Christopher Signorello, as Attorney-in-fact	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did QXO (QXO) report in this Form 4?

QXO reported that an officer converted 156,044 restricted stock units (RSUs) into the same number of common shares on December 31, 2025.

Were any QXO (QXO) shares sold in the market in this filing?

No. The filing states that no shares were sold. Instead, 61,404 shares were withheld by QXO to fund tax liabilities from the RSU vesting.

How many QXO shares does the reporting officer own after this transaction?

After the reported transactions, the officer directly owned 121,993 shares of QXO common stock and held 884,254 RSUs.

What is the vesting schedule of the QXO RSUs reported?

The RSUs vest in five installments: 15% on December 31, 2025, 17.5% on December 31, 2026, 17.5% on December 31, 2027, 25% on December 31, 2028, and 25% on December 31, 2029, subject to continued employment.

Is there a lock-up on the QXO shares received from these RSUs?

Yes. The after-tax shares received upon settlement of the RSUs are subject to a lock-up prohibiting transfers through December 31, 2029.

What is the role of the reporting person at QXO (QXO)?

The reporting person serves as QXO's Chief Accounting Officer and Deputy Chief Financial Officer.