QXO, Inc. (QXO) CEO RSUs vest; shares withheld for tax payment

Rhea-AI Filing Summary

QXO, Inc. disclosed that its Chief Executive Officer, who is also a director and 10% owner, had a major restricted stock unit (RSU) vesting on December 31, 2025. On that date, 574,901 RSUs were converted into an equal number of common shares at an exercise price of $0.00. Of these, 266,467 shares were withheld by QXO at a price of $21.04 to cover tax obligations, leaving the executive with 308,434 common shares directly owned after the transaction.

The filing notes that no shares were sold by the executive in the market; the share reduction was solely for tax withholding. Following the transaction, the executive continued to hold 3,257,775 RSUs. These RSUs vest in scheduled installments from December 31, 2025 through December 31, 2029, and 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^*

BRADLEY S JACOBS

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		574,901	A	$0.00	574,901	D
Common Stock, $0.00001 par value	12/31/2025		F(1)		266,467	D(1)	$21.04	308,434	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			574,901	(3)	(3)	Common Stock	574,901	$0.00	3,257,775	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 transaction did QXO (QXO) report for December 31, 2025?

QXO reported that its Chief Executive Officer, who is also a director and 10% owner, had 574,901 restricted stock units (RSUs) vest and settle into common shares on December 31, 2025. The conversion occurred at an exercise price of $0.00 per share.

How many QXO (QXO) shares were withheld for taxes in this insider event?

Out of the 574,901 vested shares, 266,467 shares of QXO common stock were withheld by the company at a price of $21.04 per share to cover tax liabilities associated with the RSU vesting.

How many QXO (QXO) shares does the insider own after the reported transaction?

After the vesting and tax withholding on December 31, 2025, the reporting person directly owned 308,434 shares of QXO common stock.

Did the QXO (QXO) insider sell any shares on the open market?

No. The disclosure states that no shares were sold by the reporting person. The reduction in shares resulted from QXO withholding 266,467 shares to fund tax liabilities, not from discretionary or open market sales.

What RSU holdings does the QXO (QXO) insider still have after this transaction?

Following the December 31, 2025 transaction, the reporting person continued to beneficially own 3,257,775 restricted stock units (RSUs) tied to QXO common stock.

What is the vesting schedule for the QXO (QXO) RSUs mentioned in the filing?

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 the executive’s continued employment.

Are the QXO (QXO) shares from this RSU award subject to any lock-up?

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