QXO (QXO) CEO Bradley Jacobs has 2.0M PSUs vest with tax withholding

Rhea-AI Filing Summary

QXO, Inc. Chief Executive Officer, director, and 10% owner Bradley S. Jacobs reported the vesting of 2,001,888 Performance Stock Units (PSUs) on January 15, 2026, which were converted into the same number of shares of common stock at an exercise price of $0.00. To cover tax liabilities from this vesting, 928,239 shares of common stock were withheld by QXO at a price of $25.52, with no discretionary or open market sales taking place. After these transactions, Jacobs directly held 1,382,083 shares of common stock and 6,228,100 PSUs. The PSUs vest based on QXO’s total shareholder return relative to the S&P 500 over multiple performance periods, with the initial period’s goals certified at 225% of target and the after-tax shares 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^*

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)
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		2,001,888	A	$0.00	2,310,322	D
Common Stock, $0.00001 par value	01/15/2026		F(1)		928,239	D(1)	$25.52	1,382,083	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			2,001,888	(3)(4)	(3)(4)	Common Stock	2,001,888	$0.00	6,228,100	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 1,112,160 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 Signorello, as Attorney-in-Fact	01/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did QXO (QXO) disclose for Bradley S. Jacobs?

QXO reported that Bradley S. Jacobs, its Chief Executive Officer, director, and 10% owner, had 2,001,888 Performance Stock Units vest and convert into the same number of common shares on January 15, 2026, at an exercise price of $0.00.

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

No. The filing states that no shares were sold by the reporting person. Instead, 928,239 shares were withheld by QXO to fund tax liabilities from the PSU vesting, with no related discretionary transactions or open market sales.

How many QXO (QXO) shares and PSUs does Bradley S. Jacobs hold after the reported transactions?

Following the reported transactions, Bradley S. Jacobs directly holds 1,382,083 shares of QXO common stock and 6,228,100 Performance Stock Units, as disclosed in the Form 4.

How do the QXO (QXO) Performance Stock Units for Bradley S. Jacobs vest?

The PSUs vest based on QXO’s total shareholder return relative to companies in the S&P 500 Index over several performance periods ending on December 31, 2025, 2026, 2027, and 2028. The maximum number of PSUs that may vest is capped at 225% of the target amount.

What performance result was certified for Bradley S. Jacobs’ initial PSU period at QXO (QXO)?

The Compensation and Talent Committee certified that performance goals for the Initial Period (ending December 31, 2025) were achieved at 225% of the target level, resulting in the earning of shares that include 1,112,160 shares above the target amount.

Are Bradley S. Jacobs’ newly settled QXO (QXO) shares freely 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, as described in the Form 4 footnotes.

What role does Bradley S. Jacobs hold at QXO (QXO) according to this Form 4?

According to the filing, Bradley S. Jacobs is a director, Chief Executive Officer, and a 10% owner of QXO, Inc.