QXO · QXO, Inc. · Insider Trading

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

The RSUs vest in two installments of 50% on September 15, 2028 and 50% on September 15, 2030, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Common Stock.

The PSUs will vest depending on the Issuer's total shareholder return ("TSR") over a performance period beginning on the grant date and ending on December 31, 2030 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.

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

The RSUs vest on October 15, 2026, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

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

The RSUs vest in four installments of 15% on September 15, 2027, 25% on September 15, 2028, 25% on September 15, 2029, and 35% on September 15, 2030, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

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

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.

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

The RSUs vest in two installments of 35% on January 15, 2027 and 65% on July 15, 2027, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Pursuant to the Agreement and Plan of Merger, dated as of April 18, 2026 (the "Merger Agreement"), the Issuer acquired TopBuild Corp. ("TopBuild") in a merger transaction (the "Merger"), which became effective on July 1, 2026. At the effective time of the Merger (the "Effective Time"), each share (other than certain excluded shares, cancelled shares and dissenting shares) of TopBuild common stock was converted into the right to receive, at the holder's election, one of the following forms of merger consideration, after giving effect to proration as described in the Merger Agreement: (i) approximately $249.71 in cash and 10.211 shares of QXO common stock, subject to final calculations by the exchange agent (the "Cash Consideration"); or (ii) 20.200 shares of QXO common stock (the "Stock Consideration"). The reporting person received the Cash Consideration.

Represents shares of QXO common stock received with respect to TopBuild restricted stock awards. TopBuild restricted stock awards vested in accordance with the terms of the Merger Agreement immediately prior to the Effective Time.

Pursuant to the Agreement and Plan of Merger, dated as of April 18, 2026 (the "Merger Agreement"), the Issuer acquired TopBuild Corp. ("TopBuild") in a merger transaction (the "Merger"), which became effective on July 1, 2026. At the effective time of the Merger (the "Effective Time"), each share (other than certain excluded shares, cancelled shares and dissenting shares) of TopBuild common stock was converted into the right to receive, at the holder's election, one of the following forms of merger consideration, after giving effect to proration as described in the Merger Agreement: (i) approximately $249.71 in cash and 10.211 shares of QXO common stock, subject to final calculations by the exchange agent (the "Cash Consideration"); or (ii) 20.200 shares of QXO common stock (the "Stock Consideration"). The reporting person received the Cash Consideration.

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

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.

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

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.

The Reporting Person has agreed to transfer the shares of Common Stock underlying the RSUs that vest and settle to certain of the Affinity Funds. The Reporting Person disclaims beneficial ownership over the shares underlying the RSUs.

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

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.

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

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.

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

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.

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

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.

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

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.

The Reporting Person has agreed to transfer the shares of Common Stock underlying the RSUs that vest and settle to certain of the Affinity Funds. The Reporting Person disclaims beneficial ownership over the shares underlying the RSUs.

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

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.

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

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.

The Reporting Person has agreed to transfer shares of Common Stock to certain of the Affinity Funds (as defined below). The Reporting Person disclaims beneficial ownership over these shares.

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

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.

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

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.

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

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.

Each Restricted Stock Unit ("RSU") represents a contingent right to receive, upon settlement, one share of Common Stock.

The RSUs vest in two installments of 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date, generally subject to the reporting person's continued employment with the Issuer through the applicable vesting date.

Each PSU represents a contingent right to receive one share of Common Stock.

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.

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.

Each PSU represents a contingent right to receive one share of Common Stock.

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.

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 177,733 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.

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.

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.

Each PSU represents a contingent right to receive one share of Common Stock.

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.

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 25,781 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.

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.

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.

Each RSU represents a contingent right to receive, upon settlement, one share of Common Stock.

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.

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.

Each RSU represents a contingent right to receive, upon settlement, one share of Common Stock.

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.

Each RSU represents a contingent right to receive, upon settlement, one share of Common Stock.

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.

Each RSU represents a contingent right to receive, upon settlement, one share of Common Stock.

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.

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.

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.

Each PSU represents a contingent right to receive one share of Common Stock.

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 16.5% of the PSUs, a one-year performance period beginning on January 1, 2026 and ending on December 31, 2026; for 16.5% of the PSUs, a one-year performance period ending on December 31, 2027; and for 17% of the PSUs, a one-year performance period ending on December 31, 2028, in each case, relative to companies in the S&P 500 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.

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

On July 30, 2024, the Reporting Person was granted RSUs that vested and settled in full on the date of the Issuer?s 2025 Annual Meeting of Stockholders.