SEC Form DEF 14A filed by QXO Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

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QXO, INC.

(Name of Registrant as Specified In Its Charter)​

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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QXO, Inc.

Five American Lane

Greenwich, Connecticut 06831

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 5, 2026

To the Stockholders of QXO, Inc.:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of QXO, Inc. will be held on Tuesday, May 5, 2026, at 10:00 a.m. Eastern Time. The Annual Meeting will be conducted exclusively as a live webcast. You can access the meeting with your 16-digit control number at www.virtualshareholdermeeting.com/QXO2026.

The Annual Meeting will be held for the purposes summarized below, and more fully described in the proxy statement (the “Proxy Statement”) accompanying this notice.

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To elect seven (7) members of our Board of Directors for a term to expire at the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

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To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal year 2026;

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To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”), as disclosed in the Proxy Statement; and

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To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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Please note that we are furnishing proxy materials and access to our Proxy Statement to our stockholders electronically instead of mailing printed copies to each of our stockholders. Beginning on or about March 24, 2026, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials and vote online. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2025, and a proxy card or voting instruction form. Stockholders who have communicated a preference for paper or electronic documents prior to the mailing of the Notice will not receive the Notice, and their requests will be honored.

Only stockholders of record of our common stock and convertible perpetual preferred stock as of the close of business on March 9, 2026, are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. A complete list of registered stockholders will be available after entering the 16-digit control number included on any proxy card that you received, or on the materials provided by your bank or broker.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting virtually, it is important that your shares be represented. We ask that you vote your shares as soon as possible.

By order of the Board of Directors,

Brad Jacobs
Chairman of the Board
Greenwich, Connecticut
March 24, 2026

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on May 5, 2026:

The Proxy Statement and our Annual Report on Form 10-K for the year ended
December 31, 2025 are available at investors.qxo.com.

 

TABLE OF CONTENTS

 

 

PROXY STATEMENT SUMMARY

This proxy statement (the “Proxy Statement”) sets forth information relating to the solicitation of proxies by the board of directors of QXO, Inc. (the “Board of Directors” or the “Board”) in connection with our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

2026 ANNUAL MEETING OF STOCKHOLDERS

Our Notice of Internet Availability of Proxy Materials (the “Notice”) is first being mailed on or about March 24, 2026 to stockholders of record of our common stock as of the close of business on March 9, 2026 (the “Record Date”). The Notice provides instructions on how to access our proxy materials and vote online.

Admission: You are invited to attend the annual meeting of stockholders of QXO, Inc. The Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the Annual Meeting at www.virtualshareholdermeeting.com/QXO2026. You will need to provide the 16-digit control number on your proxy card to access the Annual Meeting. If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must register in advance to participate in the Annual Meeting, to vote electronically and to submit questions during the live webcast of the meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares, giving you the right to vote the shares. At the time of the meeting, go to www.virtualshareholdermeeting.com/QXO2026 and enter your 16-digit control number.

VOTING MATTERS AND BOARD RECOMMENDATIONS

The Board is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.

 

GOVERNANCE HIGHLIGHTS

 

2026 BOARD OF DIRECTORS NOMINEES

Our Board aims to create a diverse and highly skilled team of directors who provide QXO with thoughtful board oversight. When selecting new directors, our Board considers, among other things, the nominee’s breadth of experience, financial expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment, skills in areas relevant to our growth drivers and willingness to devote adequate time to Board duties — all in the context of the needs of the Board at that point in time, and with the objective of ensuring a diversity of backgrounds, expertise and viewpoints. The composition of our Board as of the Record Date was:

The following table provides summary information about each director nominee.

 

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

This Proxy Statement sets forth information relating to the solicitation of proxies by QXO’s Board of Directors in connection with our Annual Meeting, which will be held as a live webcast on May 5, 2026 at 10:00 a.m. Eastern Time, or any adjournment or postponement thereof. You are required to enter your control number to access the meeting at www.virtualshareholdermeeting.com/QXO2026. Please follow the instructions below to receive your control number.

The Notice of Internet Availability of Proxy Materials (the “Notice”) is first being mailed on or about March 24, 2026, to our stockholders of record as of the close of business on March 9, 2026 (the “Record Date”).

Note that we are furnishing proxy materials and access to our Proxy Statement to our stockholders via our website instead of mailing printed copies to each of our stockholders. Beginning on or about March 24, 2026, we will mail to our stockholders as of the Record Date a Notice, which contains instructions on how to access our proxy materials and vote online. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2025, and a proxy card or voting instruction form. Stockholders who have communicated a preference for paper or electronic documents prior to the mailing of the Notice will not receive the Notice.

The following answers address some questions you may have about our Annual Meeting. These questions and answers may not include all the information that may be important to you as a stockholder of our company. Please refer to the more detailed information contained elsewhere in this Proxy Statement.

What items of business will be voted on at the Annual Meeting?

We expect that the business presented for a vote at the Annual Meeting will be as follows:

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To elect seven (7) members of our Board for a term to expire at the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified (Proposal 1);

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To ratify the appointment of Deloitte as our independent registered public accounting firm for fiscal year 2026 (Proposal 2);

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To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement (Proposal 3); and

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To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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Senior management of QXO and representatives of our outside auditor, Deloitte, will be available to respond to appropriate questions.

Who can attend and vote at the Annual Meeting?

You are entitled to receive notice of, virtually attend and vote at the Annual Meeting, or any adjournment or postponement thereof, if, as of the close of business on the Record Date, you were a holder of record of our common stock or Convertible Perpetual Preferred Stock (“Convertible Preferred Stock”). Each share of Convertible Preferred Stock is entitled to vote on each matter to come before the Annual Meeting as if the shares of Convertible Preferred Stock were converted into shares of common stock as of the Record Date, meaning that each share of Convertible Preferred Stock is entitled to approximately 219 votes on each matter to come before the Annual Meeting. Holders of our Series B Mandatory Convertible Preferred Stock (“Series B Preferred Stock”) are not entitled to vote on matters to come before the Annual Meeting.

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as stockholders would have at an in-person meeting. You can access the Annual Meeting at www.virtualshareholdermeeting.com/QXO2026. You will be required to provide the 16-digit control number on your proxy card to access the Annual Meeting.

If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must register in advance to participate in the Annual Meeting, to vote electronically and to submit questions during the live webcast of the meeting. To register, you must obtain a legal proxy from the bank, broker or other nominee

 

that holds your shares giving you the right to vote the shares. At the time of the meeting, enter your 16-digit control number at www.virtualshareholdermeeting.com/QXO2026.

You may vote your shares using any one of the options below.

VOTE BY INTERNET BEFORE THE MEETING —  Go to www.proxyvote.com or scan the QR Barcode on the proxy card or notice. Use the Internet to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 4, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY INTERNET DURING THE MEETING —  You may attend the meeting via the Internet and vote during the meeting. Go to www.virtualshareholdermeeting.com/QXO2026. Have available the information that is printed in the box marked by the arrow and follow the instructions.

VOTE BY PHONE —  Dial 1-800-690-6903 and use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 4, 2026. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL —  Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Can I ask questions during the Annual Meeting?

The virtual Annual Meeting format allows stockholders to communicate with QXO during the Annual Meeting, so they can ask questions of QXO’s management and Board, as appropriate. Stockholders (or their proxy holders) may submit questions for the Annual Meeting’s question-and-answer session in advance by logging on to the meeting website at www.virtualshareholdermeeting.com/QXO2026. You will need the 16-digit control number on your proxy card to submit a question. After you have logged in you will be able to submit your question on the left side of the screen below “ASK A QUESTION”.

Questions can be submitted in advance of the Annual Meeting beginning at 10:00 a.m. Eastern Time on May 5, 2026. Questions may also be submitted during the Annual Meeting through the meeting website. We will answer as many questions during the meeting as time will allow and will group questions where appropriate. We reserve the right to exclude questions regarding topics that are not pertinent to the Annual Meeting matters or company business or are inappropriate.

What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. You should ensure you have a strong Internet connection wherever you intend to participate in the Annual Meeting. We encourage you to access the meeting prior to the start time. If you encounter any technical difficulties logging onto www.virtualshareholdermeeting.com/QXO2026 or during the meeting, there will be toll-free and international phone numbers available on the website. Technical support will be available 15 minutes prior to the start time of the meeting and through the conclusion of the meeting.

How many shares of QXO common stock or Convertible Preferred Stock must be present to conduct business at the Annual Meeting?

As of the Record Date, there were 709,894,917 shares of common stock issued and outstanding, with each share entitled to one vote on each matter to come before the Annual Meeting. In addition, each share of Convertible Preferred Stock is entitled to vote on each matter to come before the Annual Meeting as if the shares of Convertible Preferred Stock were converted into shares of common stock as of the Record Date, meaning that each share of Convertible Preferred Stock is entitled to approximately 219 votes on each matter to come before the Annual Meeting. As of the Record Date, there were 1,000,000 shares of Convertible Preferred Stock issued and outstanding, representing 219,010,074 votes. In total, 928,904,991 votes are eligible to be cast at the Annual Meeting based on the number of outstanding shares of our common stock and Convertible Preferred Stock, voting together as a single class. Holders of our Series B Preferred Stock are not entitled to vote on matters to come before the Annual Meeting.

A quorum is necessary to hold a valid meeting of stockholders. Pursuant to the company’s bylaws, the presence, in person or by proxy, of the holders of a majority of the shares issued and outstanding and entitled to vote is necessary for each of the proposals to be presented at the Annual Meeting. Accordingly, holders of shares of our common stock or Convertible Preferred Stock outstanding on the Record Date representing 464,452,496 votes must be present at the Annual Meeting. If you vote by Internet,

 

telephone or proxy card, the shares you vote will be counted toward the quorum for the Annual Meeting. Abstentions and broker non-votes are counted as present for the purpose of determining a quorum.

What are my voting choices?

With respect to Proposal 1, you may vote “FOR” or “AGAINST” each of the director nominees, or you may “ABSTAIN” from voting for one or more of such nominees.

With respect to Proposals 2 and 3, you may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting.

If you sign your proxy without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board with respect to the specific proposals described in this Proxy Statement and at the discretion of the proxy holders on any other matters that properly come before the Annual Meeting.

What vote is required to approve the proposals being considered at the Annual Meeting?

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Proposal 1: Election of seven (7) directors. The election of each of the seven (7) director nominees named in this Proxy Statement requires the affirmative vote of a majority of the votes cast (meaning the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee) by holders of shares of our common stock (including those shares that would be issued if all of our outstanding Convertible Preferred Stock had converted into shares of our common stock as of the Record Date) at the Annual Meeting at which a quorum is present. If any incumbent director standing for re-election receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, our bylaws require that such person must promptly tender his or her resignation to our Board. You may not accumulate your votes for the election of directors.

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Brokers may not use discretionary authority to vote shares of our common stock on the election of directors if they have not received specific instructions from their clients. If you are a beneficial owner of shares of our common stock, for your vote to be counted in the election of directors, you will need to communicate your voting decisions to your bank, broker or other nominee before the date of the Annual Meeting in accordance with their specific instructions. Abstentions and broker non-votes are not considered votes cast for purposes of tabulation and will have no effect on the election of director nominees.

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Proposal 2: Ratification of the appointment of Deloitte as our independent registered public accounting firm for fiscal year 2026. Ratification of the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2026 requires the affirmative vote of a majority of the shares of common stock (including those shares that would be issued if all of our outstanding Convertible Preferred Stock had converted into shares of our common stock as of the Record Date) present in person or represented by proxy at the Annual Meeting and entitled to vote. Abstentions will have the same effect as votes cast “Against” the proposed ratification of Deloitte. We do not expect any broker non-votes, as brokers have discretionary authority to vote on this proposal.

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Proposal 3: Advisory vote to approve executive compensation. Advisory approval of the resolution on executive compensation of our NEOs as disclosed in this Proxy Statement requires the affirmative vote of a majority of the shares of common stock (including those shares that would be issued if all of our outstanding Convertible Preferred Stock had converted into shares of our common stock as of the Record Date) present in person or represented by proxy at the Annual Meeting and entitled to vote. This resolution, commonly referred to as a “say-on-pay” resolution, is not binding on our Board. Although it is non-binding, our Board and the Compensation and Talent Committee will consider the voting results when making future decisions regarding our executive compensation program.

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Brokers may not use discretionary authority to vote shares of our common stock on the advisory vote to approve executive compensation if they have not received specific instructions from their clients. If you are a beneficial owner of shares of our common stock, for your vote to be counted in the advisory vote to approve executive compensation, you will need to communicate your voting decisions to your bank, broker or other nominee before the date of the Annual Meeting in accordance with their specific instructions. Broker non-votes are not considered votes cast for purposes of tabulation and will have no effect on the advisory vote to approve executive compensation. Abstentions will have the same effect as votes cast “Against” this proposal.

In general, other business properly brought before the Annual Meeting at which a quorum is present requires the affirmative vote of a majority of the shares of common stock (including those shares that would be issued if all of our outstanding Convertible Preferred Stock had converted into shares of our common stock as of the Record Date) present in person or represented by proxy at the Annual Meeting and entitled to vote.

How does the Board recommend that I vote?

Our Board, after careful consideration, recommends that our stockholders vote “FOR” the election of each director nominee named in this Proxy Statement, “FOR” the ratification of Deloitte as our independent registered public accounting firm for fiscal year 2026 and “FOR” the advisory approval of the resolution to approve executive compensation.

 

What do I need to do now?

We urge you to read this Proxy Statement carefully, then vote via Internet at www.proxyvote.com or by telephone by following the instructions on the proxy card, or mail your completed, dated, and signed proxy card in the enclosed return envelope as soon as possible, so that your shares of our common stock can be voted at the Annual Meeting.

How do I cast my vote?

Registered Stockholders. If you are a registered stockholder (i.e., you hold your shares in your own name through our transfer agent, Equiniti Trust Company, LLC, and not through a broker, bank or other nominee that holds shares for your account in “street name”), you may vote by proxy via Internet or by telephone by following the instructions provided on the proxy card, or mail your completed, dated and signed proxy card in the enclosed return envelope. Proxies submitted via Internet or by telephone must be received by 11:59 pm Eastern Time on May 4, 2026. Stockholders of record who attend the Annual Meeting may vote directly at the Annual Meeting by following the instructions provided during the Annual Meeting.

Beneficial Owners. If you are a beneficial owner of shares (i.e., your shares are held in the name of a brokerage firm, bank, or a trustee), you may vote by proxy by following the instructions provided in the voting instruction form or other materials provided to you by the brokerage firm, bank or other nominee that holds your shares. To vote directly at the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank or other nominee that holds your shares. Follow the instructions provided above to obtain a control number and the voting instructions provided during the Annual Meeting.

What is the deadline to vote?

If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close at the Annual Meeting. As indicated on the proxy card provided to you, proxies submitted prior to the Annual Meeting via Internet or by telephone must be received by 11:59 p.m. Eastern Time on May 4, 2026. If you are the beneficial owner of shares of our common stock, please follow the voting instructions provided by your broker, trustee, or other nominee.

What happens if I do not respond, or if I respond and fail to indicate my voting preference, or if I abstain from voting?

If you fail to vote via Internet or by telephone as indicated on your proxy card, or fail to properly sign, date, and return your proxy card, your shares will not be counted towards establishing a quorum for the Annual Meeting, which requires holders representing a majority of the outstanding shares of our common stock (including those shares that would be issued if all of our outstanding Convertible Preferred Stock had converted into shares of our common stock as of the Record Date) to be present in person or by proxy.

Failure to vote, assuming the presence of a quorum, will have no effect on the tabulation of the votes on the proposals. If you are a stockholder of record and you properly sign, date and return your proxy card, but do not indicate your voting preference, we will count your proxy as a vote “FOR” the election of all seven nominees for director (Proposal 1), “FOR” the ratification of Deloitte as our independent registered public accounting firm for fiscal year 2026 (Proposal 2) and “FOR” the advisory approval of the resolution to approve executive compensation (Proposal 3).

If my shares are held in “street name”, will my broker or other nominee vote my shares for me?

You should instruct your broker or other nominee on how to vote your shares of our common stock using the instructions they provide to you. Brokers or other nominees who hold shares of our common stock in “street name” for customers are prevented by the rules set forth in the Listed Company Manual (the “NYSE Rules”) of the New York Stock Exchange (the “NYSE”) from exercising voting discretion with respect to non-routine or contested matters (i.e., they must receive specific voting instructions from a stockholder in order to vote that stockholder’s shares on non-routine or contested matters). Shares not voted by a broker or other nominee, because they did not receive specific voting instructions from the stockholder on one or more proposals, are referred to as “broker non-votes.”

We expect that when the NYSE determines whether each of the proposals to be voted on at our Annual Meeting is a routine or non-routine matter, only “Proposal 2 — Ratification of the Appointment of Deloitte as Our Independent Registered Public Accounting Firm for Fiscal Year 2026” will be determined to be routine. It is important that you instruct your broker or other nominee on how to vote your shares of our common stock held in “street name” by following the instructions provided to you by your broker or other nominee.

 

What if I want to change my vote?

Regardless of whether you attend the Annual Meeting, you may revoke a proxy at any time before your proxy is voted at the Annual Meeting. You may do so by properly delivering a later-dated proxy either via Internet, by telephone, by mail, or by attending the Annual Meeting virtually and voting. Please note, however, that your attendance at the Annual Meeting will not automatically revoke any prior proxy, unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked. You also may revoke your proxy by delivering a notice of revocation to Christopher Signorello, Corporate Secretary, QXO, Inc., Five American Lane, Greenwich, Connecticut 06831 prior to the vote at the Annual Meeting. If you hold your shares through a broker, dealer, commercial bank, trust company or other nominee, you should follow the instructions of your broker or other nominee regarding revocation of proxies.

How will the persons named as proxies vote?

If you are a registered stockholder (i.e., if you hold your shares of our common stock in your own name through our transfer agent Equiniti Trust Company, LLC, and not through a broker, bank or other nominee that holds shares for your account in “street name”) and you complete and submit a proxy, the persons named as proxies will follow your instructions. If you submit a proxy but do not provide voting instructions, or if your instructions are unclear, the persons named as proxies will vote as recommended by our Board or, if no recommendation is given, by using their own discretion.

Who pays for the proxy solicitation expenses?

We will pay for the cost of soliciting proxies. We have engaged Innisfree M&A Incorporated to assist us in soliciting proxies in connection with the Annual Meeting and have agreed to pay them a fee of $20,000 plus reimbursement of out-of-pocket expenses relating to such services. As is customary, we will reimburse brokers and other custodians, nominees, and fiduciaries for their out-of-pocket expenses for forwarding proxy materials to our stockholders. Our directors, officers, and employees may also solicit proxies in person, by telephone, or by other means of communication, and will not receive any additional compensation for soliciting proxies.

Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?

We are distributing our proxy materials to stockholders via the internet under the “Notice and Access” approach permitted by the rules of the U.S. Securities and Exchange Commission (“SEC”). This approach expedites stockholders’ receipt of proxy materials while conserving natural resources and reducing our distribution costs. On or about March 24, 2026, we mailed a Notice of Internet Availability of Proxy Materials to participating stockholders containing instructions on how to access the proxy materials on the internet, and if desired, to request to receive a paper copy of our proxy materials by mail.

Where can I find the results of the voting?

We intend to announce preliminary voting results at the Annual Meeting and will publish final results on a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. The Form 8-K will also be available on our website, investors.qxo.com.

What is “householding” and how does it affect me?

In cases where multiple company stockholders share the same address, and the shares are held through a bank, broker, or other holder of record in a street-name account, only one copy of our proxy materials will be delivered to that address unless a stockholder at that address requests otherwise. This practice, known as “householding,” is intended to reduce our printing and postage costs. However, any street-name stockholders residing at the same address who wish to receive a separate copy of our proxy materials may request a copy by contacting their bank, broker or other holder of record, or by sending a written request to Christopher Signorello, Corporate Secretary, QXO, Inc., Five American Lane, Greenwich, Connecticut 06831, or by contacting Investor Relations by email at [email protected], or telephone at (888) 998-6000. The voting instruction form sent to a street-name stockholder should provide information on how to request a separate copy of future materials for each company stockholder at that address, if that is your preference. Similarly, if you currently receive separate copies of our proxy materials but wish to participate in householding, please contact us through the method described above.

Can I obtain an electronic copy of the company’s proxy materials?

Yes, this Proxy Statement and our 2025 Annual Report are available at investors.qxo.com.

 

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

AN OVERVIEW OF OUR BUSINESS AND HOW OUR BOARD COMPOSITION IS ALIGNED WITH OUR STRATEGY

QXO is a building products distribution company and is the largest publicly-traded distributor of roofing, waterproofing and complementary building products in North America. We offer high-quality customer service and deliver residential, commercial and complementary products to our customers. Our private label of high-quality building products sold under our TRI-BUILT brand delivers professional results and helps our customers stand out from competitors. Our customer base is composed of professional contractors, home builders, building owners, lumberyards, and retailers across the United States and Canada who depend on reliable local access to building products for residential and non-residential projects. Our customers vary in size, ranging from relatively small contractors to large contractors and builders that operate on a national scale.

Our goal is to create a tech-enabled leader in the $800 billion building products distribution industry and generate outsized stockholder value. We are executing our strategy toward a target of $50 billion of annual revenues within the next decade through accretive acquisitions and organic growth, including greenfield openings, and operational transformation of acquired businesses. We plan to enhance organizational design, optimize the supply chain and drive commercial excellence, deploying technology across these initiatives.

Our company’s current needs and future potential are important considerations in determining the composition of our Board. QXO’s Board is comprised of a highly skilled group of leaders who share our values and reflect our culture. Many of our directors serve or have served as executive officers or board members of major companies and have an extensive understanding of the principles of corporate governance. As summarized on page 14, our Board has complementary expertise and skill sets, all of which are relevant to our company, business, industry and strategy.

DIRECTORS

Our Board currently consists of seven members. Pursuant to our Fifth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), Jacobs Private Equity II, LLC (“JPE”) has the right to designate for nomination by our Board (i) 40% of the members of our Board so long as the Investors (as defined below) own securities (including preferred stock convertible into, or warrants exercisable for, securities) representing at least 30% (but less than 45%) of the voting power of our capital stock on a fully-diluted basis, (ii) 33% of the members of our Board so long as the Investors own securities (including preferred stock convertible into, or warrants exercisable for, securities) representing at least 15% (but less than 30%) of the voting power of our capital stock on a fully-diluted basis and (iii) two members of our Board so long as the Investors own securities (including preferred stock convertible into, or warrants exercisable for, securities) representing at least 5% (but less than 15%) of the voting power of our capital stock on a fully-diluted basis. JPE has additional designation rights under the Certificate of Incorporation for higher voting power thresholds, which JPE’s ownership does not currently exceed. The foregoing rights of JPE under the Certificate of Incorporation are in addition to, and not in limitation of, JPE’s voting rights as a holder of capital stock of our company.

Our Board has nominated all of the current directors to stand for election at the Annual Meeting, as set forth in Proposal 1 on page 42 of this Proxy Statement.

None of the foregoing will prevent our Board from acting in accordance with its fiduciary duties or applicable law or stock exchange requirements or from acting in good faith in accordance with our governing documents, while giving due consideration to the intent of our Certificate of Incorporation.

 

Set forth below is information regarding each of our director nominees, including the experience, qualifications, attributes, or skills that led our Board to conclude that each should serve as a director.

 

 

 

 

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF CONTINUING DIRECTORS

 

ROLE OF THE BOARD AND BOARD LEADERSHIP STRUCTURE

Our business and affairs are managed under the direction of our Board, which is our company’s ultimate decision-making body, except with respect to those matters reserved to our stockholders. Our Board’s primary responsibility is to seek to maximize long-term stockholder value. Our Board establishes our overall corporate policies, selects and evaluates our senior management team, which is charged with the conduct of our business, monitors the performance of our company and management, and provides advice and counsel to management. In fulfilling the Board’s responsibilities, our directors have full access to our management, internal and external auditors, and outside advisors.

Furthermore, our Board is committed to independent Board oversight. Our current Board leadership structure includes a chairman, a non-independent director and five independent directors. The position of chairman of the Board is held by Mr. Jacobs.

The Board has provided that the independent directors may appoint a lead independent director who presides over executive sessions of the independent directors, and who shall serve a term of at least one year. The position of lead independent director has been structured to include, among other duties: (i) presiding at all meetings of the Board at which the chairman is not present; (ii) presiding at all executive sessions of the independent directors, which must take place at least once a year without members of management present; and (iii) calling additional meetings of the independent directors as necessary. The lead independent director also serves as a liaison between the chairman and the independent directors. Ms. Landry was appointed to serve as lead independent director on June 6, 2024.

To further strengthen its independent decision-making, our Board has approved a set of Corporate Governance Guidelines that provide for an independent vice chair position as part of its ongoing commitment to strong corporate governance. The position of vice chair is defined as an independent director with authorities and duties that include: (i) presiding at meetings of the Board where the chairman and lead independent director are not present; (ii) assisting the chairman, when appropriate, in carrying out his duties; (iii) assisting the lead independent director, where appropriate, in carrying out her duties; and (iv) such other duties, responsibilities and assistance as the Board or the chairman may determine. No independent vice chair has been appointed as of the date of this Proxy Statement.

We believe our leadership model is appropriate because our chairman’s role as a management director provides strong strategic leadership through the execution of our transformation strategy, while our lead independent director’s role provides independent decision-making and clear accountability.

Our Board met fourteen times during fiscal year 2025. Each person currently serving as a director attended at least 75% of the aggregate meetings of the Board and any committee(s) on which he or she served during the time he or she served on the Board or committee(s).

Our directors are expected to attend our annual meetings of stockholders. Any director who is unable to attend is expected to notify the chairman of the Board in advance of the meeting date. All of our directors then serving and standing for re-election attended the 2025 Annual Meeting of Stockholders.

BOARD RISK OVERSIGHT

Our Board provides overall risk oversight, with a focus on the most significant risks facing our company. Our senior management team is primarily responsible for the day-to-day management of risks to our business.

Our Board and senior management team engage on the company’s business strategy, operations, policies, controls, prospects, and current and potential risks. These discussions include approaches for assessing, monitoring, mitigating, and controlling risk exposure. The Board has delegated responsibility for the oversight of specific risks to its committees as follows.

▪

Audit Committee. The Audit Committee oversees the policies that govern the process by which management identifies, assesses and manages our exposure to risk. In that role, the Audit Committee reviews our enterprise risk management process, through which key identified risks are escalated to the Board. The Audit Committee discusses major financial risk exposures, including cyber-related risks, with our management and discusses the steps that management has taken to monitor and control these exposures. Additionally, the Audit Committee is responsible for reviewing risks arising from related party transactions involving our company, for reviewing information and cybersecurity risk management policies, for establishing procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters, and for overseeing overall compliance with our company-wide Code of Business Ethics and legal and regulatory requirements.

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▪

Compensation and Talent Committee. The Compensation and Talent Committee monitors the risks associated with our compensation philosophy and programs. The Compensation and Talent Committee ensures that the company’s compensation structure strikes an appropriate balance in motivating our senior executives to deliver long-term results for the company’s stockholders, while simultaneously reducing excessive risk-taking and holding our senior leadership team accountable.

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Nominating, Corporate Governance and Sustainability Committee. The Nominating, Corporate Governance and Sustainability Committee oversees risks related to our governance structure and processes, as well as risks associated with the company’s corporate sustainability practices and reporting.

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The Board is committed to ensuring that our company has the resources and infrastructure necessary to appropriately address all significant risks.

COMMITTEES OF THE BOARD AND COMMITTEE MEMBERSHIP

Each of the Audit Committee, the Compensation and Talent Committee and the Nominating, Corporate Governance and Sustainability Committee (collectively, the “Board Committees”) has a written charter that complies with applicable SEC rules and the NYSE Rules. These charters are available on our website at investors.qxo.com. You may obtain a printed copy of any of these charters, without charge, by sending a request to Christopher Signorello, Corporate Secretary, QXO, Inc., Five American Lane, Greenwich, Connecticut 06831.

The Board Committees are each composed entirely of independent directors within all applicable standards, as discussed below. Our Board’s general policy is to review and approve committee assignments annually. After consulting with the chairman of our Board and considering member qualifications, the Nominating, Corporate Governance and Sustainability Committee is responsible for recommending to our Board all committee assignments, including the roles of committee chair. Each committee is authorized to retain, in its sole authority, its own outside counsel and other advisors at the company’s expense. Also, each committee may form and delegate authority to subcommittees when appropriate. Our Board may create or eliminate additional committees as it deems appropriate.

The following table sets forth the membership of each of our Board Committees as of the Record Date. Messrs. Jacobs, Harik and Kushner do not serve on any Board Committees.

A summary of the committees’ responsibilities is as follows:

Audit Committee. Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to assist our Board in fulfilling its responsibilities in a number of areas, including, without limitation, oversight of: (i) our accounting and financial reporting processes, including our systems of internal controls and disclosure controls, (ii) the integrity of our financial statements, (iii) our compliance with legal and regulatory requirements, (iv) the qualifications and independence of our independent registered public accounting firm, (v) the performance of our independent registered public accounting firm and internal audit function, and (vi) related party transactions. Each member of the Audit Committee satisfies all applicable independence standards, has not participated in the preparation of our financial statements at any time during the past three years, and is able to read and understand fundamental financial statements. From June 6, 2024, to the date of this Proxy Statement, the Audit Committee members were Jason Aiken (chair), Mary Kissel and Allison Landry. Our Board has determined that Mr. Aiken qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K under the Exchange Act. During 2025, the Audit Committee met six times.

 

Compensation and Talent Committee. The primary responsibilities of the Compensation and Talent Committee are, among other things: (i) to oversee our executive compensation plans, policies and programs, (ii) to review and approve the compensation of our executive officers, (iii) to review and approve or make recommendations concerning director compensation, (iv) to plan executive officer succession, and (v) to assist with oversight of our culture and strategies relating to human capital. From June 6, 2024, to the date of this Proxy Statement, the Compensation and Talent Committee members were Allison Landry (chair), Marlene Colucci and Mary Kissel. During 2025, the Compensation and Talent Committee met five times.

Nominating, Corporate Governance and Sustainability Committee. The primary responsibilities of the Nominating, Corporate Governance and Sustainability Committee are, among other things: (i) to identify individuals qualified to become directors and recommend that our Board select such individuals to be presented for stockholder consideration at the annual meeting or to be appointed by the Board to fill a vacancy, (ii) to make recommendations to our Board concerning committee appointments, (iii) to develop, recommend to our Board and annually review the Corporate Governance Guidelines and oversee corporate governance matters, (iv) to oversee an annual evaluation of our Board and committees, and (v) to support our Board in its oversight of our sustainability strategies, performance and external disclosures. From June 6, 2024, to the date of this Proxy Statement, the Nominating, Corporate Governance and Sustainability Committee members were Marlene Colucci (chair) and Mary Kissel, and Allison Landry has been a member since October 2024. During 2025, the Nominating, Corporate Governance and Sustainability Committee met two times.

DIRECTOR COMPENSATION

See section below titled “Executive Compensation — 2025 Director Compensation Table” for information concerning the compensation of each person who served as a non-employee director of our company during 2025.

In June 2024, we approved compensation for our non-employee directors of an annual cash retainer of $100,000, payable quarterly in arrears, and expected annual time-based restricted stock units worth $175,000.

The lead independent director receives an additional $30,000 annual cash retainer, payable quarterly in arrears; and the chairs of our Audit Committee, our Compensation and Talent Committee and our Nominating, Corporate Governance and Sustainability Committee each receives an additional cash retainer of $25,000, $20,000 and $20,000, respectively, payable quarterly in arrears.

Directors who are employees of our company do not receive additional compensation for service as members of either our Board or its committees. Changes to the compensation of our directors are subject to approval by our Compensation and Talent Committee or Board.

No other fees are paid to our directors for their attendance at or participation in meetings of our Board or its committees. We reimburse our directors for expenses incurred in the performance of their duties, including reimbursement for air travel and hotel expenses.

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS ETHICS

Our Board is committed to sound corporate governance principles and practices. Our Board adopted Corporate Governance Guidelines as of June 6, 2024.

The Corporate Governance Guidelines serve as a framework within which our Board operates. Among other things, the Corporate Governance Guidelines include criteria for determining the qualifications and independence of the members of our Board, requirements for the standing committees of our Board, responsibilities for members of our Board and requirements to conduct an annual evaluation of the effectiveness of our Board and its committees. The Nominating, Corporate Governance and Sustainability Committee is responsible for reviewing the Corporate Governance Guidelines annually, or more frequently as appropriate, and recommending appropriate changes to our Board in light of applicable laws and regulations, the governance standards identified by leading governance authorities and our company’s evolving needs.

We have a Code of Business Ethics that applies to our directors and executive officers. This Code is designed to deter wrongdoing, promote the honest and ethical conduct of all employees, and promote compliance with applicable governmental laws, rules and regulations, as well as provide clear channels for reporting concerns. The Code of Business Ethics constitutes a “code of ethics” as defined in Item 406(b) of Regulation S-K. We intend to satisfy the disclosure requirements under applicable SEC rules relating to amendments to the Code of Business Ethics or waivers of any provision of the Code of Business Ethics as applicable to our principal executive officer, our principal financial officer, and our principal accounting officer by posting such disclosures on our website pursuant to SEC rules.

 

The Corporate Governance Guidelines and the Code of Business Ethics are available on our website at investors.qxo.com. In addition, you may obtain a printed copy of these documents, without charge, by sending a request to: Christopher Signorello, Corporate Secretary, QXO, Inc., Five American Lane, Greenwich, Connecticut 06831.

DIRECTOR INDEPENDENCE

Under the Corporate Governance Guidelines, our Board is responsible for making independence determinations annually with the assistance of the Nominating, Corporate Governance and Sustainability Committee. Independence determinations are made by reference to the independence standard under the Corporate Governance Guidelines and the definition of “independent director” under Section 303A.02 of the NYSE Rules. Our Board has affirmatively determined that each person who serves as a director, except for Mr. Jacobs and Mr. Harik, satisfies the independence standards under the Corporate Governance Guidelines and the NYSE Rules.

In addition to the independence standards provided in the Corporate Governance Guidelines, our Board has determined that each director who serves on our Audit Committee satisfies standards for independence of Audit Committee members established by the SEC: that is, the director may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from our company other than his or her director compensation or (ii) be an affiliated person of our company or any of its subsidiaries. Our Board has also determined that each member of the Compensation and Talent Committee satisfies the NYSE Rules for independence of Compensation and Talent Committee members. In making the independence determinations for each director, our Board and the Nominating, Corporate Governance and Sustainability Committee considered certain relationships of the directors that were not required to be disclosed pursuant to Item 404(a) of Regulation S-K.

DIRECTOR SELECTION PROCESS

The Nominating, Corporate Governance and Sustainability Committee is responsible for recommending to our Board all nominees for election to the Board, including nominees for re-election to the Board, in each case, after consultation with the chairman of the Board and in accordance with our company’s contractual obligations. Pursuant to the Certificate of Incorporation, JPE has the right based on its current securities ownership, as described above under “Directors,” to designate for nomination by our Board 40% of the members of our Board. Subject to the foregoing, in considering new nominees for election to our Board, the Nominating, Corporate Governance and Sustainability Committee considers, among other things, breadth of experience, financial expertise, wisdom, integrity, an ability to make independent analytical inquiries, an understanding of our company’s business environment, knowledge and experience in such areas as technology, marketing and other disciplines relevant to our company’s businesses, the nominee’s ownership interest in our company, and a willingness and ability to devote adequate time to board duties, all in the context of the needs of the Board at that point in time and with the objective of ensuring diversity in the background, experience and viewpoints of Board members. When searching for new directors, our Board endeavors to actively seek out highly qualified women and individuals from underrepresented minorities to include in the pool from which Board nominees are chosen. Our Board aims to create a team of directors with diverse experiences and perspectives to provide our company with thoughtful and engaged Board oversight. The Nominating, Corporate Governance and Sustainability Committee periodically conducts evaluations of the Board’s composition.

Subject to the rights granted to JPE pursuant to the Certificate of Incorporation, the Nominating, Corporate Governance and Sustainability Committee may identify potential nominees for election to our Board from a variety of sources, including recommendations from current directors or management, recommendations from our stockholders or any other source the committee deems appropriate, including engaging a third-party consulting firm to assist in identifying independent director nominees.

Our Board will consider nominees submitted by our stockholders, subject to the same factors that are brought to bear when it considers nominees referred by other sources and the rights granted to JPE pursuant to the Certificate of Incorporation, as described above. Our stockholders will be permitted to nominate candidates for election as directors by following the procedures set forth in our amended and restated bylaws, which are summarized below. We did not receive any director nominees from our stockholders for the 2026 Annual Meeting.

The advance notice provisions of our bylaws require that a stockholder who wishes to nominate an individual for election as a director at our annual meeting must give us advance written notice. The notice must be delivered to or mailed and received by the secretary of our company not less than 90 days, and not more than 120 days, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of such annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be delivered not less than 90 days, and not more than 120 days, prior to the date of such annual meeting. As more specifically provided in our bylaws, any nomination must include, among other things: (i) the nominator’s name and address and the number of shares of each class of our capital stock that the

 

nominator owns, (ii) the name and address of any person with whom the nominator is acting in concert and the number of shares of each class of our capital stock that any such person owns, and (iii) the information with respect to each such proposed director nominee that would be required to be provided in a proxy statement prepared in accordance with applicable SEC rules.

In addition, the proxy access provisions of our bylaws permit a stockholder, or a group of up to 20 stockholders, that has continuously owned for three years at least 3% of our outstanding common stock, to nominate and include in the annual meeting proxy materials up to the greater of two directors or 20% of the number of directors to be elected at the annual meeting, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws. Stockholder requests to include stockholder-nominated directors in the company’s proxy materials for our 2027 Annual Meeting of stockholders must be received by the company no earlier than January 5, 2027, and no later than February 4, 2027.

Any stockholder who wishes to nominate a potential director candidate must follow the specific requirements set forth in our bylaws, a copy of which may be obtained by sending a request to: Christopher Signorello, Corporate Secretary, QXO, Inc., Five American Lane, Greenwich, Connecticut 06831.

SECURITIES TRADING POLICY

We have a securities trading policy governing the purchase, sale and other dispositions of our securities by directors, officers and employees. We believe that our securities trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. A copy of this policy is available on our website at investors.qxo.com and included as Exhibit 19.1 to our 2025 Annual Report.

Certain Prohibited Transactions Involving Company Securities

Certain transactions in QXO securities, such as: (i) purchasing and pledging QXO securities on margin, or otherwise granting a security interest in QXO securities in margin accounts, (ii) engaging in short sales, (iii) buying or selling puts, calls, options or other derivatives in respect of QXO securities, and (iv) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of QXO’s securities (whether granted to the director or employee as part of their compensation or otherwise held, directly or indirectly, by such persons), create a heightened compliance risk or could create the appearance of misalignment between our directors, employees and stockholders. As a result, our securities trading policy prohibits such transactions for all directors, officers, employees and any of their related parties.

STOCKHOLDER COMMUNICATION WITH THE BOARD

Stockholders and other parties interested in communicating with our Board, any Board committee, any individual director, including our lead independent director, or any group of directors (such as our independent directors) should send written correspondence to our Board, c/o Christopher Signorello, Corporate Secretary, QXO, Inc., Five American Lane, Greenwich, Connecticut 06831. Please note that we will not forward communications to the Board that qualify as spam, junk mail, mass mailings, resumes or other forms of job inquiries, surveys, business solicitations or advertisements.

STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING

Stockholder proposals intended to be presented at our 2027 Annual Meeting of Stockholders must be received by our Corporate Secretary no later than November 24, 2026, in order to be considered for inclusion in our proxy materials, pursuant to Rule 14a-8 under the Exchange Act.

As more specifically provided for in our bylaws, no business may be brought before an annual meeting of our stockholders unless it is specified in the notice of the annual meeting or is otherwise brought before the annual meeting by or at the direction of our Board or by a stockholder entitled to vote and who has delivered proper notice to us not less than 90 days, and not more than 120 days, prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the 2027 Annual Meeting date is not scheduled to occur more than 30 days before, or 60 days after, May 5, 2027, then your notice must be delivered not less than 90 days, and not more than 120 days, prior to the date of the 2027 Annual Meeting.

By way of example, if our 2027 Annual Meeting is held on May 5, 2027, any stockholder proposal to be considered at the 2027 Annual Meeting, including nominations of persons for election to our Board, must be properly submitted to us not earlier than January 5, 2027, nor later than February 4, 2027. We advise you to review our bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations at the annual meetings.

 

Additionally, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide written notice to us that includes the information required by Rule 14a-19(b) under the Exchange Act not later than February 4, 2027.

Detailed information for submitting stockholder proposals or nominations of director candidates will be provided upon written request sent to: Christopher Signorello, Corporate Secretary, QXO, Inc., Five American Lane, Greenwich, Connecticut 06831.

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Under its written charter, the Audit Committee of our Board is responsible for reviewing and approving or ratifying any transaction between our company and a related person (as defined in Item 404 of Regulation S-K) that is required to be disclosed under the rules and regulations of the SEC. Our management is responsible for bringing any such transaction to the attention of the Audit Committee. In approving or rejecting any such transaction, the Audit Committee considers the relevant facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence.

INVESTMENT AGREEMENT

On December 3, 2023, the company entered into an investment agreement (the “Investment Agreement”) with JPE and the other investors party thereto (the “Other Investors” and, collectively with JPE, the “Investors”), providing for an aggregate investment by the Investors of $1,000,000,000 in cash in the company (the “Equity Investment”). JPE is controlled by Brad Jacobs, our chairman and chief executive officer. Each of our directors and executive officers, other than Messrs. Essaid, Liborski and Kushner, invested, directly or indirectly, in our company pursuant to the Investment Agreement. On April 14, 2024, the company and the Investors amended and restated the Investment Agreement.

Pursuant to the Investment Agreement, prior to the closing of the Equity Investment, the company amended and restated its certificate of incorporation to, among other things, effect an 8-for-1 reverse stock split with respect to the company’s common stock. Upon the closing of the Equity Investment and giving effect to the reverse stock split, the company issued to the Investors, in the aggregate, (i) 1,000,000 shares of Convertible Preferred Stock that, in aggregate, are convertible into 219,010,074 shares of our common stock at an initial conversion price of $4.566 per share, subject to customary anti-dilution adjustments; and (ii) warrants to purchase an additional 219,010,074 shares of our common stock (the “Warrants”) at initial exercise prices of $4.566 per share with respect to 50% of the Warrants, $6.849 per share with respect to 25% of the Warrants, and $13.698 per share with respect to the remaining 25% of the Warrants, in each case subject to customary anti-dilution adjustments.

Following the closing of the Equity Investment, our Board was reconstituted such that (i) the number of seats on our Board were as directed by JPE, (ii) each of such directors (including Mr. Jacobs) were individuals designated by JPE, (iii) each standing committee of our Board was reconstituted in a manner designated by JPE and (iv) Mr. Jacobs was appointed as the chairman of our Board and chief executive officer of the company.

REGISTRATION RIGHTS AGREEMENT

On June 6, 2024, the company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), among the company, JPE and the Other Investors, pursuant to which, among other things, the initial holders of the Convertible Preferred Stock and the Warrants were provided with certain rights to cause the company to register the sale of shares of Convertible Preferred Stock, Warrants and shares of common stock issued or issuable upon conversion of the Convertible Preferred Stock or upon exercise of the Warrants, in each case other than any such securities that are then freely transferable without registration pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) without limitation as to volume, manner of sale or other restrictions under Rule 144. Securities that are subject to registration under the Registration Rights Agreement as provided above are referred to as “Registrable Securities.”

Demand Registration. The holder or holders of Registrable Securities holding Registrable Securities constituting, in the aggregate, no less than a majority of the total number of Registrable Securities may request that the company register the sale of such securities under the Securities Act. Such majority holders may request a total of ten demand registrations.

Shelf Registration. At a time when the company is eligible to use a registration statement on Form S-3, the holder or holders of Registrable Securities holding Registrable Securities constituting, in the aggregate, no less than a majority of the total number of Registrable Securities may request that the company register the sale of such securities under the Securities Act on a delayed or continuous basis. A holder of Registrable Securities included in such registration statement may initiate an unlimited number of shelf takedowns, except the company is not required to effect a shelf takedown in certain specified situations.

 

Piggyback Registration. If the company registers its securities on a registration statement, the company must give each Investor prompt written notice thereof (subject to certain exceptions). The company must then include on such registration statement all Registrable Securities requested to be included therein (subject to certain exceptions), which include the Registrable Securities of JPE.

Subject to certain exceptions, all expenses incurred in connection with the registration or sale of the Registrable Securities will be borne by the company. The Registration Rights Agreement includes customary indemnification provisions.

STOCKHOLDERS AGREEMENT

On June 6, 2024, the company entered into a stockholders agreement (the “Stockholders Agreement”), among the company, JPE and the Other Investors, pursuant to which, among other things, each Other Investor agreed with the company that such Other Investor will not, and will cause its affiliates not to, transfer all or any portion of the securities of the company beneficially owned by such person until June 6, 2029, subject to certain exceptions provided in the Stockholders Agreement, including exceptions in the event JPE transfers any of its Convertible Preferred Stock, Warrants or shares of common stock issuable upon conversion of the Convertible Preferred Stock or upon exercise of the Warrants.

Each Other Investor also agreed with the company that such Other Investor will (a) appear in person or by proxy at any meeting of the company’s stockholders and (b) vote, or cause to be voted, or execute written consents with respect to, as applicable, all voting securities of the company that it beneficially owns (i) in favor of the election of each candidate designated or nominated for election by JPE, (ii) in favor of removal of each person designated for removal by JPE and (iii) except with respect to matters that would adversely affect such Other Investor in a manner disproportionate to any other Investor, in accordance with JPE’s written direction with respect to any other matter presented at such meeting of the company’s stockholders.

ADDITIONAL RELATED PARTY TRANSACTIONS

On March 17, 2025, we entered into purchase agreements with certain institutional and accredited investors, pursuant to which we issued and sold an aggregate of 67,528,459 shares of common stock at a price of $12.20 per share in a private placement. As part of this private placement, Affinity QXO 1 LLC, an entity controlled by Mr. Kushner, one of our directors, purchased 16,260,163 shares of common stock for $200 million.

On July 22, 2024, we entered into purchase agreements with certain institutional and accredited investors, pursuant to which we issued and sold an aggregate of 67,833,699 shares of common stock at a price of $9.14 per share in a private placement. As part of the private placement, certain directors and executive officers of the company purchased an aggregate of 262,585 shares of common stock for $2.4 million.

The son-in-law of Brad Jacobs, our chairman and chief executive officer, is employed as an executive of the company and is or was entitled to receive total annual cash compensation for fiscal years 2025 and 2024 in excess of $120,000.

The son of Mark Meller, our president and chief executive officer until June 6, 2024, is employed by a subsidiary of the company and was entitled to receive total cash compensation for fiscal year 2024 in excess of $120,000.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial ownership of our voting securities as of the Record Date by: (i) each person who is known by us, based solely on a review of public filings, to be the beneficial owner of more than 5% of any class of our outstanding voting securities, (ii) each of our named executive officers, (iii) each of our directors and (iv) all of our executive officers and directors as a group.

Under applicable SEC rules, a person is deemed to be the “beneficial owner” of a voting security if such person has (or shares) either investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days by any of a number of means, including upon the exercise of options or warrants or the conversion of convertible securities. A beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held solely by the beneficial owner, and which are exercisable or convertible within 60 days, have been exercised or converted. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all voting securities shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the table below is care of QXO, Inc., Five American Lane, Greenwich, Connecticut 06831.

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*

Less than 1%.

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†

Director and Executive Officer

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(1)

Represents percentage of common stock outstanding for the shares of common stock beneficially owned by such person. For purposes of this column, the number of shares of the class outstanding for each person reflects the sum of: (i) 709,894,917 shares of our common stock that were outstanding as of the Record Date, (ii) the number of shares of our common stock issuable upon conversion of the Convertible Preferred Stock and exercise of the Warrants, in each case, held by such person, and (iii) the number of restricted stock units (“RSUs”) held by such person, if any, that are or will become vested within 60 days of the Record Date. The Warrants may be exercised at an exercise price of $4.566 per share with respect to 50% of the Warrants, $6.849 per share with respect to 25% of the Warrants and $13.698 per share with respect to the remaining 25% of the Warrants.

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(2)

Based on the Schedule 13D/A filed on April 18, 2025, Jacobs Private Equity II, LLC (“JPE”) beneficially owned 394,218,132 shares of our common stock, consisting of (i) 197,109,067 shares of our common stock issuable upon conversion of 900,000 shares of our Convertible Preferred Stock and (ii) 197,109,065 shares of our common stock issuable upon exercise of 197,109,065 Warrants. The address of the principal business office of JPE is Five American Lane, Greenwich, CT 06831.

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(3)

Based on the Schedule 13G/A filed on February 17, 2026 by Orbis Investment Management Limited (“OIML”), Orbis Investment Management (U.S.), L.P. (“OIMUS”) and Allan Gray Australia Pty Limited (“AGAPL”), which reported that, as of December 31, 2025, OIML beneficially owned 84,183,637 shares of our common stock, OIMUS beneficially owned 1,280,645 shares of our common stock and AGAPL beneficially owned 20,192 shares of our common stock. These entities have sole voting and sole dispositive power over such shares of our common stock. The address of the principal business office of OIML is 25 Front Street, Hamilton HM11, Bermuda. The address of the principal business office of OIMUS is One Letterman Drive, Building C, Suite CM-100, The Presidio of San Francisco, San Francisco, CA 94129, USA. The address of the principal business office of AGAPL is Level 2, Challis House, 4 Martin Place, Sydney NSW2000, Australia.

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(4)

Based on the Schedule 13G/A filed on February 12, 2026 by Morgan Stanley and Morgan Stanley Investment Management Inc. (“MSIM” and, together with Morgan Stanley, the “Morgan Stanley Entities”), which reported that as of December 31, 2025, (i) Morgan Stanley beneficially owned 57,700,582 shares of our common stock with sole voting and dispositive power over no shares, shared voting power over 51,435,347 shares, and shared dispositive power over all such beneficially owned shares and (ii) MSIM beneficially owned 56,671,147 shares of our common stock, with sole voting and dispositive power over no shares, shared voting power over 51,128,548 shares and shared dispositive power over 56,671,147 shares. The address of the principal business office of the Morgan Stanley Entities is 1585 Broadway, New York, New York 10036.

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(5)

Based on the Schedule 13G/A filed on October 30, 2025 by The Vanguard Group, which reported that as of September 30, 2025, such entities beneficially owned 55,323,743 shares of our common stock, with sole voting power over no shares, shared voting power over 3,060,014 shares, sole dispositive power over 51,581,317 shares, and shared dispositive power over 3,742,426 shares. The address of the principal business office of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

​

(6)

Consists of (i) 1,382,083 directly held shares of our common stock and (ii) 394,218,132 shares of our common stock in which Mr. Jacobs has an indirect beneficial ownership interest as a result of being JPE’s managing member.

​

(7)

Consists of (i) 150,904 directly held shares of our common stock, (ii) 93,077 shares of our common stock issuable upon the exercise of 93,077 Warrants, and (iii) 93,079 shares of our common stock issuable upon conversion of 425 shares of our Convertible Preferred Stock.

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(8)

Consists of (i) 14,523 directly held shares of our common stock, (ii) 21,900 shares of our common stock issuable upon the exercise of 21,900 Warrants, (iii) 21,901 shares of our common stock issuable upon conversion of 100 shares of our Convertible Preferred Stock, and (iv) 12,111 RSUs that are expected to vest within 60 days of the Record Date.

​

(9)

Consists of (i) 14,523 directly held shares of our common stock, (ii) 109,504 shares of our common stock issuable upon the exercise of 109,504 Warrants, (iii) 109,505 shares of our common stock issuable upon conversion of 500 shares of our Convertible Preferred Stock, and (iv) 12,111 RSUs that are expected to vest within 60 days of the Record Date. Other than the RSUs, Ms. Colucci shares voting and dispositive power of all such shares with her spouse.

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(10)

Consists of (i) 14,523 directly held shares of our common stock, (ii) 1,095,049 shares of our common stock issuable upon the exercise of 1,095,049 Warrants, (iii) 1,095,050 shares of our common stock issuable upon conversion of 5,000 shares of our Convertible Preferred Stock, and (iv) 12,111 RSUs that are expected to vest within 60 days of the Record Date.

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(11)

Consists of (i) 25,464 directly held shares of our common stock, (ii) 109,504 shares of our common stock issuable upon the exercise of 109,504 Warrants, (iii) 109,505 shares of our common stock issuable upon conversion of 500 shares of our Convertible Preferred Stock, and (iv) 12,111 RSUs that are expected to vest within 60 days of the Record Date.

​

(12)

Consists of (i) 12,111 RSUs that are expected to vest within 60 days of the Record Date and (ii) Mr. Kushner’s indirect beneficial ownership of 32,686,065 shares of our common stock, which is comprised of (a) 14,523 shares of our common stock beneficially owned by Atlantic Partners Splitter LLC, an entity controlled by Mr. Kushner, (b) 16,247,069 shares of our common stock beneficially owned by Affinity Partners Parallel Fund I LP (“Parallel Fund I”), (c) 164,310 shares of our common stock beneficially owned by Affinity Partners Fund I LP (“Fund I”), and (d) 16,260,163 shares of our common stock beneficially owned by Affinity QXO 1 LLC (“Affinity QXO”). Affinity QXO is owned by Fund I, Parallel Fund I, Affinity Partners Fund I Co-Invest Delta LP (“Delta”), Affinity Partners Fund I Co-Invest Delta II LP (“Delta II”), Affinity Partners Fund I Co-Invest Sigma LP (“Sigma”), and Affinity Partners Fund I Co-Invest Sigma II LP (“Sigma II”, and together with the other owners of Affinity QXO, the “Affinity Funds”). Affinity Partners GP LP (“GP”) is the General Partner of Fund I and Parallel Fund I, and Affinity Partners Fund I Co-Invest GP LP (“Co-Invest GP”) is the general partner of Delta, Delta II, Sigma and Sigma II. A Fin Management LLC (“A Fin”) is the investment manager of GP and the Affinity Funds. Mr. Kushner is the Chief Executive Officer of A Fin and the controlling owner of GP and Co-Invest GP. Mr. Kushner may be deemed to share voting and dispositive power over all such shares. Mr. Kushner disclaims beneficial ownership over all such shares.

​

(13)

Consists of (i) 19,994 directly held shares of our common stock, (ii) 21,900 shares of our common stock issuable upon the exercise of 21,900 Warrants, (iii) 21,901 shares of our common stock issuable upon conversion of 100 shares of our Convertible Preferred Stock, and (iv) 12,111 RSUs that are expected to vest within 60 days of the Record Date.

​

(14)

Includes (i) 198,559,999 shares of our common stock issuable upon the exercise of 198,559,999 Warrants, (ii) 198,560,008 shares of our common stock issuable upon conversion of 906,625 shares of our Convertible Preferred Stock, and (iii) 72,666 RSUs that are expected to vest within 60 days of the Record Date.

​

 

EXECUTIVE COMPENSATION

This section provides detail on the Company’s compensation for our chief executive officer and the three other most highly compensated executive officers (collectively, our “NEOs”), including the overall objectives of our compensation program, each component of compensation provided, and an explanation of the reasons for the compensation decisions we have made for these individuals with respect to fiscal year 2025.

Our NEOs for fiscal year 2025 are:

 

EXECUTIVE COMPENSATION OVERVIEW

Our executive compensation program is designed to attract, retain, and motivate exceptional leadership talent while aligning compensation with long-term stockholder value creation. It is built on a pay-for-performance philosophy that emphasizes equity-based incentives tied to sustainable value creation and stockholder alignment. Specifically, our program is intended to:

▪

Provide competitive compensation to minimize disruption and retain key talent;

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▪

Motivate executives to deliver on short- and long-term strategic goals; and

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▪

Align executive rewards with long-term increases in stockholder value.

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The 2025 compensation for our executive team included market-based salaries, a target annual cash-based short-term incentive (“STI”), and for Messrs. Liborski and Signorello, equity-based long-term incentive (“LTI”) awards. Messrs. Jacobs and Essaid received equity awards that were granted in 2024 following the closing of the Equity Investment and are reflected in the “Stock Awards” column of the Summary Compensation Table. Our long-term incentive plan includes restricted stock unit awards that may be subject to time-based vesting (“RSUs”), performance-based vesting (“PSUs”), or both. These award structures directly link executive compensation to QXO’s long-term success.

DELIVERING STOCKHOLDER RETURNS AND EXECUTING ON GROWTH STRATEGIES IN 2025

Our NEOs have executed our strategy for high growth and high returns. Notably, our NEOs:

▪

Successfully led the acquisition and integration of Beacon Roofing Supply, Inc. (“Beacon”) in 2025 and established QXO as the largest publicly-traded distributor of roofing, waterproofing and complementary building products in North America;

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▪

Raised more than $4 billion through public offerings and private placements in 2025, further strengthening the company’s financial flexibility to pursue our strategic acquisition and growth strategy;

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▪

Increased the company’s stock price by approximately 46% from the close of the Beacon acquisition on April 29, 2025 to December 31, 2025, generating outsized value for stockholders;

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▪

Signed an agreement to raise an additional $3 billion in January 2026, pursuant to which AP Quince Holdings, L.P. and certain other investors will purchase a new Series C Preferred Stock to fund one or more strategic acquisitions; and

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▪

Signed an acquisition agreement in the first quarter of 2026 to acquire Kodiak Building Partners, which is a $2.25 billion transaction that is expected to be highly accretive to 2026 earnings and expand QXO’s addressable market to more than $200 billion.

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Our compensation philosophy and structure were instrumental in rewarding and motivating an executive leadership team that delivered on our ambitious growth plans in 2025. QXO delivered an increase of approximately 60% in stockholder value between the grant of our initial equity awards at the end of July 2024 through the end of December 2025.

PAY MIX AND AT-RISK COMPENSATION

The Compensation and Talent Committee believes that the majority of compensation for the NEOs should be performance-based, at-risk compensation designed specifically to incent both short-term and long-term company performance. This is delivered through a short-term annual cash incentive award and a long-term performance-based equity award. The amount the NEOs eventually earn from their at-risk compensation should align with stockholders’ returns over similar time periods. The committee may utilize a different mix of these at-risk compensation elements for NEOs depending on the unique aspects of their roles or the circumstances of their hire or promotion. The committee commits to aligning executive pay with performance. The charts below show the mix of 2025 target total annual compensation for our NEOs, including the portions of at-risk versus fixed compensation. As noted below, approximately 63% of the CEO’s target total annual compensation is at-risk, and an average of approximately 58% of other NEOs’ target total annual compensation is at-risk. This compensation allocation ensures alignment of executive pay to company performance.

 

STOCKHOLDER ENGAGEMENT

The Compensation and Talent Committee considers engagement with stockholders to be an important component in formulating QXO’s executive compensation philosophy and structure. We have a year-round stockholder engagement program, in which the committee’s chair plays an active role. During these engagements, we seek stockholder input through dialogue on a broad range of topics, including our executive compensation program, which informs the committee’s decisions regarding the program and related disclosures. As part of these efforts, in the fall of 2025, we reached out to eight of our largest institutional investors. We met with each stockholder who accepted our request for engagement. After considering the 2025 say-on-pay result and the feedback received during our engagement with stockholders, the committee determined that our current executive compensation program design continues to best serve QXO and its stockholders.

BASE SALARIES

The first component of our compensation program is base salary. For our chief executive officer and chief financial officer, base salaries are set as defined in their respective employment agreements, as further described under the heading “Overview of 2024 Executive Employment Arrangements”. Base salaries of our other NEOs are set annually by the Compensation and Talent Committee, taking into account the recommendations of the chief executive officer.

In making his recommendations, our chief executive officer evaluates each NEO’s performance over the year, considering (i) the Company’s overall financial performance, (ii) the individual’s performance and contributions to the Company during the preceding year and (iii) industry and peer company compensation data.

When evaluating our chief executive officer’s recommendations, the Compensation and Talent Committee considers a number of factors, including detailed, industry-specific compensation surveys and the recommendations of its independent compensation consultant, Aon plc (“Aon”).

The base salaries for our NEOs for 2025 are set forth in the Summary Compensation Table under the heading “Salary.” There were no increases to base salaries in 2025 for our NEOs.

ANNUAL CASH-BASED SHORT-TERM INCENTIVES

The second component of our compensation program is an annual cash-based short-term incentive (“STI”). STI awards are designed to reward our NEOs for performance against pre-established metrics set by the Compensation and Talent Committee at the beginning of each fiscal year. STI reflects the Company’s belief that management’s contribution to long-term stockholder returns comes from increasing current earnings and top-line growth rates.

For fiscal year 2025, the Compensation and Talent Committee established the following target metrics after the close of the Beacon acquisition for each NEO: (i) 50% on a company-wide Adjusted EBITDA target and (ii) 50% on a company-wide revenue target. For fiscal year 2025, Adjusted EBITDA means net income (loss) excluding depreciation; amortization; interest (income)

 

expense, net; loss on debt extinguishment; stock-based compensation; provision for (benefit from) income taxes; restructuring costs; transaction costs; transformation costs; and inventory fair value adjustments that we do not consider representative of our underlying operations.

For fiscal year 2025, the company did not achieve threshold performance for the Adjusted EBITDA target and achieved 95.4% of the revenue target. While these results would have resulted in a 38.5% of target payout for each NEO, management recommended to the Compensation and Talent Committee that it exercise negative discretion to reduce the payout for each NEO to zero. In reaching this determination, the committee considered management’s recommendation and the company’s overall financial performance for the year, including that Adjusted EBITDA performance did not meet the threshold level established for the incentive plan. The committee places significant emphasis on profitability as the primary driver of long-term value creation for our stockholders, and determined that reducing the payout to zero was appropriate to maintain alignment between executive compensation outcomes and overall company performance.

EQUITY-BASED LONG-TERM INCENTIVES

The third component of our compensation program is equity-based long-term incentives (“LTI”). LTI awards are designed to provide our NEOs with equity incentives tied to sustainable value creation and stockholder alignment.

In accordance with their respective employment agreements, in fiscal year 2024, Messrs. Jacobs and Essaid were awarded LTI awards. Their employment agreements stated that their respective LTI grants awarded in 2024 intended to cover a five-year equity package rather than recurring annual awards. Mr. Signorello was also awarded LTI grants in 2024 in connection with his offer of employment. While his employment terms differ from those of the company’s chief executive officer and chief financial officer and are set forth in an offer letter rather than a formal employment agreement, the structure of his equity awards is consistent with that of our other NEOs. Details of the fiscal year 2024 awards are set forth in the section titled “Overview of 2024 Executive Employment Agreements”. No additional LTI awards have been granted to Messrs. Jacobs or Essaid since that time.

Upon hire on April 21, 2025, Mr. Liborski received an LTI award consisting of time-vested restricted stock units (“RSU”) and performance-vested restricted stock units (“PSU”) with the type of performance goals similar to those granted to the other NEOs in 2024.

▪

RSU Vesting. The RSUs will vest in five annual installments. The initial vesting on December 31, 2026 will cover 15% of the award. The next two installments, on December 31, 2027 and December 31, 2028, will each cover 17.5%. The final two installments, on December 31, 2029 and December 31, 2030 will each cover 25% of the total RSUs.

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▪

PSU Vesting. The PSUs will be earned based on performance goals relating to the company’s total shareholder return (“TSR”) compared to the TSR ranking of each company that is in the S&P 500 Index. The performance goals for 50% of the PSUs will be measured over a cumulative performance period that ends on December 31, 2028 (“Cliff Tranche PSUs”). The performance goals for the remainder of the PSUs will be measured based on three designated performance periods that occur within the cumulative period (“Annual Tranche PSUs”). The initial Annual Tranche PSUs, weighted at 25% of the award, will be eligible for vesting upon determination of performance from the grant date through December 31, 2026. The second and third Annual Tranche PSUs, each weighted at 12.5% of the award, will be eligible for vesting upon determination of performance for the annual periods ending on December 31, 2027 and December 31, 2028, respectively. The PSUs for each tranche may be earned at a level ranging from zero to 225% of the target level, depending upon the degree of achievement as shown in the following payout matrix:

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​

*

Linear interpolation would be applicable between specified levels above 55th percentile. No PSUs would be earned for performance below the 55th percentile.

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On July 16, 2025, Mr. Signorello received an LTI award consisting entirely of PSUs, in recognition of his performance during the Beacon acquisition and to further align his long-term incentive pay to market and internal equity levels. The performance goals for vesting are the same as those for Mr. Liborski’s PSU described above.

 

The grant date fair value of the fiscal year 2025 awards may be found in the Summary Compensation Table.

The first performance period for the fiscal year 2024 awards ended on December 31, 2025, resulting in the vesting of the initial Annual Tranche of the 2024 PSU awards for Messrs. Jacobs, Essaid and Signorello. On January 15, 2026, the Compensation and Talent Committee certified QXO’s TSR performance for that period at the 100th percentile relative to all S&P 500 Index companies, and the initial Annual Tranche of the 2024 PSU awards for Messrs. Jacobs, Essaid and Signorello vested at 225% of the target. Details of the fiscal year 2024 awards are set forth in the section titled “Overview of 2024 Executive Employment Agreements”.

LONG-TERM FOCUS AND STOCKHOLDER ALIGNMENT

The LTI awards granted to our NEOs include rigorous performance-based vesting hurdles. These performance conditions are intentionally challenging, ensuring that any payout from PSUs is earned only through exceptional, long-term value creation for stockholders. At QXO, no payout is made unless total stockholder return (“TSR”) exceeds the 55th percentile of the S&P 500 market index — a notably higher threshold than most peers, who typically provide partial payouts below target. Additionally, maximum payout of 225% of target is reserved for top-tier performance at or above the 90th percentile, compared to the more common 75th percentile maximum benchmark seen in the market.

As a result, the future realizable value from these awards is fully contingent on exceptional business execution that delivers durable value to stockholders, as further outlined in the “Overview of 2024 Executive Employment Arrangements” section below.

PAY-FOR-PERFORMANCE ALIGNMENT

Aon, the independent compensation consultant to the Compensation and Talent Committee, has conducted an analysis for the initial Annual Tranche of PSUs in order to evaluate how well performance and earned pay for the Company’s CEO are aligned as compared with several key peers.

The following graph demonstrates the degree of alignment between our CEO’s realized pay and our TSR during the period from July 30, 2024 to December 31, 2025, which is the date of the first vesting tranche for Mr. Jacobs’ initial equity award of RSUs and PSUs. Core peer companies are indicated by the circles in the chart.

Our chief executive officer’s realized pay1 vs. TSR are strongly aligned. Both realized pay and performance are the highest among its core peers.

(1)

QXO’s CEO realized pay for 2024-2025 consists of actual fiscal-year 2024 base salary and annual incentive paid plus the realized value for the initial Annual Tranche of RSUs vesting on December 31, 2025 (15% of the target award) and the initial Annual Tranche of PSUs ending on December 31, 2025 (12.5% of target PSUs).

​

 

2025 SUMMARY COMPENSATION TABLE

The following summary compensation table sets forth compensation for the “named executive officers” ​(“NEOs”) during the fiscal years ended December 31, 2025, and 2024, as applicable.

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(1)

Represents partial year salary for Mr. Liborski in 2025 and partial year salary in 2024 for Messrs. Jacobs, Essaid and Signorello.

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(2)

For 2024, bonus payments were limited to target for each employee because at that time the Company was in the stage of seeking business opportunities and so did not yet have business performance metrics. As set forth in the employment agreements and offer letters, annual cash incentive plan payouts were not pro-rated for 2024. For Mr. Essaid in 2024, includes a cash signing bonus as described in the section “Employment Agreement with Ihsan Essaid, Chief Financial Officer”. For Mr. Liborski in 2025, represents a cash signing bonus upon hire on April 21, 2025.

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(3)

All awards reported in this column reflect the grant date fair value of RSU and PSU awards granted in the applicable year, in each case computed in accordance with FASB ASC Topic 718. The PSUs are subject to market conditions, which are described under the heading “Equity-Based Long-Term Incentives”. The market condition is incorporated into the grant date fair value of PSUs using a Monte Carlo valuation model. Note that these amounts may not correspond to the actual value realized by each NEO, as the value will be based upon actual company performance over the performance period. For additional information regarding the assumptions underlying the valuation of stock awards, please see Notes 2 and 8 to our consolidated financial statements, under the heading “Stock-Based Compensation”, in our Annual Report on Form 10-K for the period ending December 31, 2025.

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As stated in their employment agreements, the grants in 2024 to each of Mr. Jacobs and Mr. Essaid were intended to represent the equivalent of five years of annual grants (rather than the Company committing to annual grants), and they did not receive new discretionary grants in 2025.

(4)

There was no annual cash incentive plan payout for 2025 performance.

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(5)

For 2024 and 2025, the amounts in this column reflect a company matching contribution under the 401(k) Plan.

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We have adopted a corporate aircraft policy as described in the section “Other Executive Compensation Policies or Practices” below. To the extent NEOs have spouses or guests on the corporate aircraft for business travel, if there is no incremental cost to the company, no amounts are included in this table.

OVERVIEW OF 2024 EXECUTIVE EMPLOYMENT ARRANGEMENTS

Background on Compensation Reported in the Summary Compensation Table for 2024. The Investment Agreement provided that the company would enter into an employment agreement with Mr. Jacobs to serve as chief executive officer, effective upon the closing of the Equity Investment. The expected terms of the employment agreement — including the specific number of shares to be granted under equity awards following the closing, their vesting schedule, and applicable performance metric — were described in the proxy statements filed by SilverSun Technologies, Inc. (as the predecessor to QXO) in each of February and April 2024, in connection with stockholder meetings approving the transactions contemplated by the Investment Agreement. The employment agreement was executed in June 2024 prior to the closing of the Equity Investment.

As further described below, the equity awards granted to Mr. Jacobs under the employment agreement were heavily weighted towards performance awards, with 65% of the number of shares underlying the awards at target being PSUs, which may be earned at a range of 0% to 225% of target, and the remainder being time-based RSUs. The number of shares underlying the equity awards to Mr. Jacobs reflected a target grant value of $50 million divided by the price of $4.566, the price at which, originally in December 2023, the Investors (including Mr. Jacobs through JPE) had agreed to invest in the company. This differs from the

 

amount shown in the Summary Compensation Table, which — pursuant to SEC disclosure rules — reflects the accounting value of the equity awards as of the formal grant date, July 30, 2024, when the closing stock price was $12.05. That value was determined based on factors including the then-current value of QXO stock (adjusted for transfer restrictions) and, in the case of PSUs, a Monte Carlo simulation model. Mr. Jacobs’ Employment Agreement does not provide for additional equity awards during the term of the agreement, based on business planning and compensation practices as of the date of the agreement.

The terms of Mr. Jacobs’ equity awards took into account various considerations, including:

▪

Vesting Conditions. The awards are subject to vesting over a total of approximately five years, with greater weighting toward longer vesting periods for the RSUs, as described below.

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▪

Type of PSU Performance Goal. The performance metric for the PSUs is TSR, measured relative to the S&P 500 Index. This approach aligns Mr. Jacobs’ compensation with the goal of delivering returns that exceed a broad market benchmark, while also linking the ultimate value of the awards to the company’s long-term stock performance. At the time the metric was established, a relative TSR was considered more appropriate than an operational target because QXO had not yet acquired a building products distribution business. While the company had announced its intention to pursue a strategy of building a tech-forward leader in that industry, the specific business had not been identified, and the early focus remained on securing additional investment to support that strategy.

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▪

Performance Measurement Periods. The PSUs have a combination of annual performance periods and a cumulative long-term performance period to encourage both long-term strategies and continued successful annual performance. The annual tranches represent a total of 50% of the award, with the first tranche being measured on December 31, 2025 (using the methodology specified in the award agreement) against JPE’s original investment price of approximately $4.57. Subsequent annual tranches will measure the stock performance from the beginning to the end of the applicable year. The long-term cumulative tranche represents the remaining 50% of the award and will be measured on December 31, 2028 against JPE’s original investment price of approximately $4.57, which directly ties to sustained long-term stock price performance as compared to Mr. Jacobs’ original financial investment in the company.

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Similar terms were approved for equity awards granted to other new executive officers in 2024 to ensure alignment among the management team.

EMPLOYMENT AGREEMENT WITH BRAD JACOBS, CHIEF EXECUTIVE OFFICER

On June 5, 2024, the company entered into an employment agreement (the “Jacobs Employment Agreement”) with Mr. Jacobs for a five-year term as chief executive officer, effective as of the closing of the Equity Investment. He was also appointed chairman of the board. The Jacobs Employment Agreement provided for an initial annual base salary of $750,000 and an initial target annual bonus of 100% of base salary. Mr. Jacobs’ annual base salary and target annual bonus will increase (but not decrease) each calendar year of the term depending on the company’s annualized revenue run rate as of the preceding December 31, as follows:

Grant of Equity Awards. As required by the Jacobs Employment Agreement, on July 30, 2024, the company granted to Mr. Jacobs an award of RSUs for 3,832,676 shares and an award of PSUs for 7,117,828 shares at target, both granted under the QXO 2024 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). Except in the event of a change in control of the company or his death, all shares delivered in settlement of these RSUs and PSUs (net of shares to cover taxes) are subject to a transfer restriction that prohibits Mr. Jacobs from disposing of such shares until December 31, 2029 without committee approval.

▪

RSU Vesting. The RSUs will vest in five annual installments. The initial vesting on December 31, 2025 will cover 15% of the award. The next two installments, on December 31, 2026 and December 31, 2027, will each cover 17.5%. The final two installments, on December 31, 2028 and December 31, 2029, will each cover 25% of the total RSUs.

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▪

PSU Vesting. The PSUs will be earned based on performance goals relating to the company’s TSR compared to the TSR ranking of each company that is in the S&P 500 Index. The performance goals for 50% of the PSUs will be measured over a

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cumulative performance period that ends on December 31, 2028 (“Cliff Tranche PSUs”). The performance goals for the remainder of the PSUs will be measured based on four designated performance periods that occur within the cumulative period (“Annual Tranche PSUs”). The initial Annual Tranche PSUs will be eligible for vesting upon determination of performance following December 31, 2025. The PSUs for each tranche may be earned at a level ranging from zero to 225% of the target level, depending upon the degree of achievement as shown in the following payout matrix:

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*

Linear interpolation would be applicable between specified levels above 55th percentile. No PSUs would be earned for performance below the 55th percentile.

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Involuntary Termination. If the company terminates Mr. Jacobs’ employment without cause, he will be entitled to the following, subject to his execution and non-revocation of a release of claims:

▪

A cash payment equal to 12 months of his annual base salary;

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▪

A prorated target bonus for the year of termination (in addition to any bonus earned for the prior year that remains unpaid); and

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▪

Healthcare benefit coverage for 12 months, or a cash payment in lieu of such coverage.

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In addition, if Mr. Jacobs resigns for specified good reason events (as defined in the Jacobs Employment Agreement), he will be entitled to the same healthcare benefit coverage or cash payment in lieu, as well as any bonus earned for the prior year that remains unpaid. Under his equity award agreements, if his service ends due to an involuntary termination without cause, resignation for good reason, or disability, he will receive: (i) partial vesting of the RSUs, specifically the next two scheduled tranches; (ii) partial vesting of the Annual Tranche PSUs, including (a) any earned but unvested awards, and (b) the then-current and next tranches, each vesting at the greater of target or actual performance, based on the most recent applicable performance period; and (iii) partial vesting of the Cliff Tranche PSUs, determined at the greater of target or actual performance, by shortening the performance period and prorating vesting as if an additional two years of service had been completed.

In the event of Mr. Jacobs’ death, all outstanding RSUs and PSUs will vest in full, with PSUs vesting based on the performance levels specified in the award agreement.

Change in Control Termination. In the event that upon or within the two-year period following a change in control of the company, Mr. Jacobs’ employment is terminated by the company without cause or he resigns for good reason (as defined in the Jacobs Employment Agreement), he will be entitled to receive, subject to his execution and non-revocation of a release of claims in favor of the company: (a) a cash payment equal to 2.99 times the sum of his annual base salary and target bonus; (b) a prorated target bonus for the year of termination of employment (in addition to any bonus earned for the prior year that remains unpaid); and (c) healthcare benefit coverage for a period of 24 months from the date of termination (or a cash payment in lieu of such coverage). In addition, if Mr. Jacobs experiences a qualifying termination or becomes disabled during a change in control period, his equity award agreements provide for full vesting of both RSUs and PSUs, with the PSUs generally vesting based on target or actual performance through the change in control, as outlined in the applicable award agreement. In the event that any benefits due or amounts payable to Mr. Jacobs in connection with a change in control of the company constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then any such amounts will be reduced to avoid triggering the excise tax imposed by Section 4999 of the Code, provided that such reduction will be applied solely if it would result in Mr. Jacobs retaining a greater portion of the payments on a net after-tax basis.

Restrictive Covenants. Mr. Jacobs is generally subject to the following restrictive covenants: employee and customer non-solicitation covenants during his employment and for a period of two years thereafter; confidentiality and mutual non-disparagement covenants during his employment and thereafter; and non-competition covenants during his employment and for a period of 12 months thereafter, and the company will have the right to extend the non-compete period for up to three additional one-year periods. During any non-compete period following a termination of Mr. Jacobs without cause, he will be entitled to receive monthly non-compete payments equal to one-twelfth of his annual base salary. Such non-compete payments will reduce the amount of cash severance to which Mr. Jacobs is entitled for an involuntary termination (other than following a change in control of the company).

 

EMPLOYMENT AGREEMENT WITH IHSAN ESSAID, CHIEF FINANCIAL OFFICER

In connection with Mr. Essaid’s commencement of employment on July 15, 2024, the company and Mr. Essaid entered into an employment agreement (the “Essaid Employment Agreement”). The Essaid Employment Agreement provided for an annual base salary at an initial annual rate of $900,000 and an initial target annual bonus of 125% of base salary, with Mr. Essaid’s target annual bonus for 2024 to be paid in full. Mr. Essaid’s annual base salary and target annual bonus will increase (but not decrease) each calendar year depending on the company’s annualized revenue run rate as of the preceding December 31 as follows:

Mr. Essaid also received a signing bonus of $3 million in recognition of a portion of incentives that he forfeited from his prior employer, subject to repayment of the net after-tax amount if he terminates his employment other than for good reason, death or disability, or if the company terminates his employment with cause within two years following his start date.

Grant of Initial Equity Awards. Pursuant to the terms of the Essaid Employment Agreement, on July 30, 2024, the company granted Mr. Essaid an award of 847,500 RSUs (which included 235,000 RSUs intended to recognize long-term incentives forfeited from Mr. Essaid’s prior employer) and 1,137,500 PSUs at target. Except in the event of a change of control of the company or his death, all shares delivered in settlement of these RSUs and PSUs (net of shares to cover taxes) are subject to a transfer restriction that prohibits Mr. Essaid from disposing of such shares until December 31, 2029 without committee approval. Mr. Essaid’s Employment Agreement does not provide for additional equity awards to Mr. Essaid during the vesting terms of the initial grants, based on business planning and compensation practices as of the date of the agreement. The RSUs and PSUs granted to Mr. Essaid have similar vesting schedules and performance conditions as described above for Mr. Jacobs.

Involuntary Termination. Generally, if the company terminates Mr. Essaid’s employment without cause or he resigns for good reason (as defined in the Essaid Employment Agreement), he will be entitled to receive, subject to his execution and non-revocation of a release of claims: (a) a cash payment equal to 12 months of annual base salary; (b) a prorated target bonus for the year of termination (in addition to any bonus earned for the prior year that remains unpaid); and (c) healthcare benefits coverage for a period of six months (or a cash payment in lieu thereof). If such termination occurs on or before December 31, 2026, Mr. Essaid may also be entitled to a cash payment in the amount by which $3 million exceeds the value of his vested equity awards as of his termination date. Under his equity award agreements, if Mr. Essaid’s employment is terminated due to an involuntary termination without cause, a resignation for good reason, or a disability, he will be entitled to prorated vesting of the next tranche of unvested RSUs, any earned but unvested PSUs for prior performance periods, and prorated vesting, generally at target, of both the Annual Tranche PSUs for the performance period in which the termination occurs and the Cliff Tranche PSUs. In the event of death, all of the RSUs and PSUs (at the performance level determined as set forth in the award agreement) will become vested.

Change in Control Termination. In the event that upon or within the two-year period following a change of control of the company, Mr. Essaid’s employment is terminated by the company without cause or he resigns for good reason, he will be entitled to receive, subject to his execution and non-revocation of a release of claims in favor of the company: (a) a cash payment equal to two times the sum of his annual base salary and target bonus; (b) a prorated target bonus for the year of termination of employment (in addition to any bonus earned for the prior year that remains unpaid); and (c) healthcare benefits coverage for a period of 12 months from the date of termination (or a cash payment in lieu of such coverage). Additionally, if such a termination (or a termination due to disability) occurs during a change in control period, Mr. Essaid will be entitled, under his equity award agreements, to full vesting of both RSUs and PSUs, with the PSUs generally vesting based on target or actual performance through the change in control, as specified in the applicable award agreement. In the event that any benefits due or amounts payable to Mr. Essaid in connection with a change of control of the company constitute “parachute payments” within the meaning of Section 280G of the Code, then any such amounts will be reduced to avoid triggering the excise tax imposed by Section 4999 of the Code, provided that such reduction will be applied solely if it would result in Mr. Essaid retaining a greater portion of the payments on a net after-tax basis.

Restrictive Covenants. Mr. Essaid is generally subject to the following restrictive covenants: customer non-solicitation covenants and employee non-solicitation and non-hiring covenants during his employment and for a period of two years thereafter; confidentiality and non-disparagement covenants during his employment and thereafter; and non-competition covenants during

 

his employment and for a period of 12 months thereafter, and the company will have the right (other than following a change of control of the company) to extend the non-compete period for one additional one-year period. During any non-compete period following a termination of Mr. Essaid without cause, he will be entitled to receive monthly non-compete payments equal to one-twelfth of his target total annual cash compensation. Such non-compete payments will reduce the amount of any other cash severance to which Mr. Essaid is entitled.

ARRANGEMENTS WITH OTHER EXECUTIVE OFFICERS

We entered into offer letters with Mr. Signorello in 2024 and with Mr. Liborski in 2025. Their offer letters provided for initial compensation as reflected in the Summary Compensation Table. They also received the initial equity grants reflected in the Outstanding Equity Awards table below, with Mr. Signorello and Mr. Liborski receiving a combination of RSUs and PSUs. The equity award agreements have terms for vesting upon specified termination events, including in connection with a change of control, similar to those described above for Mr. Essaid. The offer letters also provided for each to be a participant in the Severance Plan described below and to be a party to the confidential information protection agreement (“CIPA”) described below.

SEVERANCE PLAN AND CIPA

On June 10, 2024, the company adopted the QXO, Inc. Severance Plan (“Severance Plan”) for eligible participants. Each of Mr. Signorello and Mr. Liborski is a participant. The Severance Plan provides financial assistance to participants upon certain terminations of employment. In the event that either prior to a change in control of the company or more than two years after a change in control of the company occurs, the company terminates a participant’s employment without cause, the participant will be entitled to receive, subject to execution and non-revocation of a release of claims in favor of the company: (a) a cash payment equal to 12 months of the participant’s annual base salary; (b) a prorated target bonus for the year of termination of employment (in addition to any bonus earned for the prior year that remains unpaid); and (c) healthcare benefit coverage for a period of 6 months from the date of termination (or a cash payment in lieu of such coverage).

In the event that upon or within the two-year period following a change in control of the company, the participant’s employment is terminated by the company without cause or the participant resigns for good reason, the participant will be entitled under the Severance Plan to receive, subject to the participant’s execution and non-revocation of a release of claims in favor of the company: (a) a cash payment equal to two (2) times the sum of the participant’s annual base salary and target bonus; (b) a prorated target bonus for the year of termination of employment (in addition to any bonus earned for the prior year that remains unpaid); and (c) healthcare benefit coverage for a period of 12 months from the date of termination (or a cash payment in lieu of such coverage).

Certain amounts to be paid under the Severance Plan may be offset and reduced by other severance benefits, restrictive covenant payments (to the extent of the first year of payments under a CIPA), pay in lieu of notice or similar benefits, and also may be reduced by other compensation earned during the first year after termination of employment. In the event that any benefits due or amounts payable to a participant under the Severance Plan in connection with a change in control of the company constitute “parachute payments” within the meaning of Section 280G of the Code, then any such amounts will be reduced to avoid triggering the excise tax imposed by Section 4999 of the Code, provided that such reduction will be applied solely if it would result in the participant retaining a greater portion of the payments on a net after-tax basis.

In addition, the CIPA contains customer non-solicitation covenants and employee non-solicitation and non-hiring covenants during employment and for a period of four years thereafter; confidentiality and non-disparagement covenants during employment and thereafter; and non-competition covenants during employment and for a period of 12 months thereafter, and the Company will have the right (other than following a change of control of the company) to extend the non-compete period for up to two additional one-year periods. During any non-compete period following a termination without cause, the executive officer will be entitled to receive monthly non-compete payments equal to one-twelfth of his or her annual base salary. Generally, other cash severance benefits under any other policy, plan or agreement will be reduced (but not below zero) by the amount of specified non-compete payments.

OTHER EXECUTIVE COMPENSATION POLICIES OR PRACTICES

Stock Ownership Guidelines. In March 2026, we adopted stock ownership guidelines that are designed to encourage long-term focus on performance, align the interests of our executive officers and directors with those of our stockholders and mitigate a number of risks, including those related to attrition and undue risk-taking. Under these guidelines, the following directors and executive officers are required to achieve and maintain stock ownership equal to at least:

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Chief executive officer: 5x his annual base salary

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Other NEOs: 3x their annual base salary

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▪

Board members: 5x their annual cash retainer

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Compliance with these guidelines is generally determined using the aggregate count of shares of common stock held directly by the covered individuals or their family members, plus unvested RSUs subject solely to time-based vesting conditions. A newly appointed director or executive officer has five years to come into compliance with the guidelines from the date on which he or she is appointed.

As of the Record Date, our NEOs held the following multiples of base salary (rounded to the nearest whole number):

All of our directors also exceeded the minimum stock ownership guidelines as of the Record Date.

Clawback Policy. The company has adopted a clawback policy that states that, in the event that the company is required to prepare an accounting restatement, it will recover incentive-based compensation received by any current or former executive officer that was based upon the attainment of a financial reporting measure that was erroneously awarded during the three-year period preceding the date that the restatement was required.

Aircraft Policy. We have adopted a chartered aircraft use policy which provides for business use of chartered aircraft by the CEO and, with the prior approval of the CEO, other senior executives. The policy also permits the use of the chartered aircraft for the CEO’s spouse or guests on scheduled business flights subject to certain limitations including that the annual value (reportable as imputed income or subject to disclosure in the proxy statement) must be less than $250,000.

Equity Grant Timing Policies. We have not established a written equity grant timing policy. We do not currently grant stock options or stock appreciation rights. All equity awards to NEOs are approved by the Compensation and Talent Committee with a grant date determined at the time of approval. The committee did not take material non-public information into account when determining the timing and terms of equity awards in 2025, and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

Stock Holding Requirements. Our executive officers are subject to holding period requirements under the terms of their equity award agreements. As described above, the awards made to each of Messrs. Jacobs, Essaid, Liborski (the PSU portion of the fiscal year 2025 award), and Signorello (both the fiscal year 2024 and 2025 awards) provide that the after-tax shares received on vesting of the RSUs and PSUs are subject to transfer restrictions (other than upon a change in control or death) until December 31, 2029. The RSU portion of the fiscal year 2025 award for Mr. Liborski provides that the after-tax shares received on vesting are subject to transfer restrictions (other than upon a change in control or death) until December 31, 2030.

 

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

The following Outstanding Equity Awards table sets forth the outstanding equity awards of the company held by each NEO as of December 31, 2025.

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(1)

RSUs granted in 2024 to Messrs. Jacobs, Essaid, and Signorello vest in 5 annual installments at each calendar year end from December 31, 2025 through 2029. RSUs granted to Mr. Liborski in 2025 vest in 5 annual installments at each calendar year end from December 31, 2026 through 2030. 15% of the RSUs vest in year 1, 17.5% in years 2 and 3, and 25% in years 4 and 5.

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(2)

Reflects the value of the shares based on the company’s closing stock price of $19.29 on the NYSE on December 31, 2025.

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(3)

Reflects the PSUs granted to Messrs. Jacobs, Essaid and Signorello in 2024 and to Messrs. Signorello and Liborski in 2025 at maximum payout of 225%, which was the payout level achieved for the initial Annual Tranche of the 2024 awards to Messrs. Jacobs, Essaid and Signorello. Also includes the actual earned amount for the initial Annual Tranche of the 2024 awards, for which the performance period ended on December 31, 2025 but vested on certification of results by the Compensation and Talent Committee in January 2026. The vesting dates and performance conditions are described in detail under the headings of “Equity-Based Long-Term Incentives” and “Overview of 2024 Executive Employment Arrangements”.

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2025 DIRECTOR COMPENSATION TABLE

The following Director Compensation Table sets forth the compensation of our non-employee directors for the fiscal year ending on December 31, 2025. Also see the description of our director compensation policy under “Board of Directors and Corporate Governance” above.

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(1)

Excludes Mr. Jacobs, our CEO, who did not receive separate compensation for his service on the Board during 2025.

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(2)

Reflects the directors’ annual retainer and additional retainers for service as lead independent director or committee chair, as applicable, and described in more detail above under “Board of Directors and Corporate Governance”.

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(3)

Reflects the grant date fair value of 12,111 RSUs granted on May 12, 2025, computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying the valuation of stock awards, please see Notes 2 and 8 to our consolidated financial statements, under the heading “Stock-Based Compensation”, in our Annual Report on Form 10-K for the period ending December 31, 2025. The total number of unvested RSUs outstanding as of December 31, 2025, for each of the listed directors was 12,111.

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PAY VERSUS PERFORMANCE

The information below is provided in accordance with the SEC pay versus performance disclosure rules set forth in Item 402(v) of Regulation S-K under the Exchange Act.