QXO director exercises RSUs, receives new grant

QXO, Inc. director Marlene M. Colucci reported routine equity compensation activity.

Rhea-AI Filing Summary

QXO, Inc. director Marlene M. Colucci reported routine equity compensation activity. On May 5, 2026, she exercised 12,111 shares of restricted stock units into common stock, bringing her direct common stock holdings to 26,634 shares after the transaction.

She was also granted 9,274 new restricted stock units, each representing one share of common stock upon settlement. According to the footnotes, these RSUs vest in full on the date of QXO’s 2027 Annual Meeting of Stockholders, subject to her continued service as a director.

Insider Trade Summary

12,111 shares exercised/converted

Exercise 3 txns

Insider Colucci Marlene M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	9,274	$0.00	$0.00
Exercise	Restricted Stock Units	12,111	$0.00	$0.00
Exercise	Common Stock, $0.00001 par value	12,111	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 9,274 contracts (Direct); Common Stock, $0.00001 par value — 26,634 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive, upon settlement, one share of Common Stock.
2. F2. The RSUs vest in full on the date of the Issuer's 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continued service as a director of the Issuer.
3. F3. On May 12, 2025, the Reporting Person was granted RSUs that vested and settled in full on the date of the Issuer's 2026 Annual Meeting of Stockholders.

Key Figures

RSUs exercised into common stock: 12,111 shares Common shares held after transactions: 26,634 shares New RSU grant: 9,274 units +1 more

4 metrics

RSUs exercised into common stock 12,111 shares Exercise of restricted stock units on May 5, 2026

Common shares held after transactions 26,634 shares Direct holdings after May 5, 2026 Form 4 activity

New RSU grant 9,274 units Restricted stock units granted May 5, 2026

Vesting event 2027 Annual Meeting New RSUs vest in full at 2027 Annual Meeting of Stockholders

Key Terms

Restricted Stock Units, restricted stock unit ("RSU"), Annual Meeting of Stockholders

3 terms

Restricted Stock Units financial

"On May 12, 2025, the Reporting Person was granted RSUs that vested and settled in full"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

restricted stock unit ("RSU") financial

"Each restricted stock unit ("RSU") represents a contingent right to receive"

Annual Meeting of Stockholders financial

"The RSUs vest in full on the date of the Issuer's 2027 Annual Meeting of Stockholders"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did QXO (QXO) report for Marlene M. Colucci?

QXO reported that director Marlene M. Colucci exercised 12,111 restricted stock units into common stock and received a new grant of 9,274 restricted stock units. These transactions are compensation-related rather than open-market purchases or sales.

How many QXO (QXO) shares does Marlene M. Colucci hold after this Form 4?

After the reported transactions, Marlene M. Colucci directly holds 26,634 shares of QXO common stock. This figure reflects her position following the exercise of 12,111 restricted stock units into common shares on May 5, 2026.

What are the terms of the new RSU grant reported for QXO (QXO)?

Colucci received 9,274 new restricted stock units, each tied to one QXO common share upon settlement. The RSUs vest in full on the date of QXO’s 2027 Annual Meeting of Stockholders, provided she continues serving as a director through that date.

Were there any open-market stock purchases or sales in this QXO (QXO) Form 4?

No open-market purchases or sales were reported. The filing shows an exercise of 12,111 restricted stock units into common shares and a grant of 9,274 new restricted stock units, both classified as acquisition-type, compensation-related transactions.

What do the footnotes explain in this QXO (QXO) Form 4 filing?

The footnotes clarify that each restricted stock unit represents a contingent right to receive one QXO common share, describe the 2027 Annual Meeting vesting condition, and reference RSUs granted on May 12, 2025 that vested at the company’s 2026 Annual Meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 04:09 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Colucci Marlene M

(Last) (First) (Middle)

C/O QXO, INC.

FIVE AMERICAN LANE

(Street)

GREENWICH CONNECTICUT 06831

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

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

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

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

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	05/05/2026		M		12,111	A	$0	26,634	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	(1)	05/05/2026		A		9,274		(2)	(2)	Common Stock	9,274	$0	9,274	D
Restricted Stock Units	(1)	05/05/2026		M			12,111	(3)	(3)	Common Stock	12,111	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive, upon settlement, one share of Common Stock.

2. The RSUs vest in full on the date of the Issuer's 2027 Annual Meeting of Stockholders, subject to the Reporting Person's continued service as a director of the Issuer.

3. On May 12, 2025, the Reporting Person was granted RSUs that vested and settled in full on the date of the Issuer's 2026 Annual Meeting of Stockholders.

Remarks:

	/s/ Christopher Signorello, as Attorney-in-fact	05/07/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)