QXO (QXO) CFO discloses 127,125 RSU vesting and 58,923-share tax withholding

Rhea-AI Filing Summary

QXO, Inc.'s Chief Financial Officer reported the vesting and settlement of 127,125 restricted stock units (RSUs) into common stock on December 31, 2025. These RSUs converted into an equal number of common shares at an exercise price of $0.00.

To cover related tax liabilities, the issuer withheld 58,923 shares at a price of $21.04 per share; no shares were sold by the executive in the market. After these transactions, the officer beneficially owned 177,612 shares of common stock and 720,375 RSUs. The RSU award is scheduled to vest in installments of 15%, 17.5%, 17.5%, 25%, and 25% on specified annual dates through December 31, 2029, and after-tax shares received are subject to a transfer lock-up through that date.

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)
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		127,125	A	$0.00	236,535	D
Common Stock, $0.00001 par value	12/31/2025		F(1)		58,923	D(1)	$21.04	177,612	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			127,125	(3)	(3)	Common Stock	127,125	$0.00	720,375	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 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.

	/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.
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FAQ

What insider stock transaction did QXO (QXO) report for its CFO?

The Chief Financial Officer reported the vesting and settlement of 127,125 RSUs into an equal number of QXO common shares on December 31, 2025, at an exercise price of $0.00 per share.

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

The issuer withheld 58,923 QXO common shares at $21.04 per share to fund tax liabilities related to the RSU vesting; the executive did not sell any shares in the market.

How many QXO shares does the CFO own after the reported transaction?

After the reported transactions, the CFO beneficially owned 177,612 shares of QXO common stock and 720,375 restricted stock units.

What is the vesting schedule of the QXO RSUs reported in this Form 4?

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, generally subject to continued employment.

Are the QXO shares from these RSUs subject to any lock-up restrictions?

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

Does this QXO Form 4 involve any open market sales by the CFO?

No. The explanation states that no shares were sold by the reporting person; the shares indicated as disposed of were withheld by the issuer solely to cover tax liabilities.