QXO (QXO) CLO earns PSUs at 225% target with share lock-up

Rhea-AI Filing Summary

QXO, Inc. reported a Form 4 for Chief Legal Officer Christopher J. Signorello showing vesting of performance-based equity. On January 15, 2026, 46,406 Performance Stock Units (PSUs) were converted into the same number of common shares at an exercise price of $0.00 per share. To cover tax liabilities from this vesting, the issuer withheld 21,902 shares at a value of $25.52 per share, leaving Signorello with 150,904 common shares held directly.

Each PSU represents a right to receive one share of common stock, with vesting tied to QXO’s total shareholder return versus the S&P 500. The maximum vesting is capped at 225% of the target PSUs, and the compensation committee certified that performance for the initial period reached this 225% level. The after-tax shares received upon settlement are subject to a transfer lock-up through 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^*

Signorello Christopher J.

(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 Legal 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		46,406	A	$0.00	172,806	D
Common Stock, $0.00001 par value	01/15/2026		F(1)		21,902	D(1)	$25.52	150,904	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			46,406	(3)(4)	(3)(4)	Common Stock	46,406	$0.00	144,375	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 25,781 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 J. Signorello	01/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did QXO (QXO) report on January 15, 2026?

The Chief Legal Officer, Christopher J. Signorello, had 46,406 Performance Stock Units convert into the same number of QXO common shares at an exercise price of $0.00 per share.

How many QXO shares were withheld to cover taxes in this Form 4?

The issuer withheld 21,902 QXO common shares at a value of $25.52 per share to satisfy tax liabilities from the PSU vesting.

How many QXO common shares does the reporting person hold after the transactions?

After the reported transactions, Christopher J. Signorello beneficially owns 150,904 QXO common shares directly.

How do QXO Performance Stock Units (PSUs) work for this award?

Each PSU is a contingent right to receive one share of QXO common stock, vesting based on QXO’s total shareholder return versus S&P 500 companies over multiple performance periods, with a cap of 225% of target PSUs.

What performance result triggered the QXO PSU vesting in this filing?

The compensation and talent committee certified that performance for the initial period reached 225% of the target level, determining the number of PSUs that vested and were settled in shares.

Are the QXO shares from the PSU settlement immediately tradable?

No. The after-tax shares received upon settlement of the PSU award are subject to a lock-up that prohibits transfers through December 31, 2029.

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

No open market sales occurred. The filing states that no shares were sold by the reporting person; the withheld shares were used solely to fund tax liabilities related to the PSU vesting.