QXO (QXO) Chief Legal Officer reports RSU vesting and share lock-up

Rhea-AI Filing Summary

QXO, Inc. reported an insider equity transaction for its Chief Legal Officer on a Form 4. On December 31, 2025, 24,750 restricted stock units (RSUs) converted into the same number of shares of common stock at a stated price of $0.00, reflecting vesting rather than a market purchase. To cover tax obligations from this vesting, 7,760 shares were withheld by QXO at a price of $21.04 per share, and the filing notes that no shares were sold by the insider in the market.

Following these transactions, the reporting person directly held 126,400 shares of QXO common stock and 140,250 RSUs. The RSU award vests 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 conditioned on continued employment. After-tax shares received upon settlement are subject to a lock-up that restricts transfers 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)
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		24,750	A	$0.00	134,160	D
Common Stock, $0.00001 par value	12/31/2025		F(1)		7,760	D(1)	$21.04	126,400	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			24,750	(3)	(3)	Common Stock	24,750	$0.00	140,250	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 J. Signorello	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 transaction did QXO (QXO) disclose for its Chief Legal Officer?

The Chief Legal Officer of QXO, Inc. reported the vesting and settlement of 24,750 restricted stock units into common shares on December 31, 2025, with related tax withholding by the company.

Were any QXO (QXO) shares sold on the open market in this Form 4 filing?

No open-market sales occurred. The filing states that no shares were sold; 7,760 shares were withheld by QXO solely to fund tax liabilities from the RSU vesting.

How many QXO (QXO) shares and RSUs does the insider hold after the reported transactions?

After the reported transactions, the insider directly owned 126,400 shares of QXO common stock and held 140,250 restricted stock units.

What is the vesting schedule for the QXO (QXO) restricted stock units in this Form 4?

The RSUs vest in five tranches: 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 requiring continued employment.

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

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

What transaction prices are disclosed in this QXO (QXO) Form 4?

The RSU conversion into common stock is shown at a price of $0.00 per share, while the 7,760 shares withheld to cover taxes are priced at $21.04 per share.