07/18/2025 | Press release | Distributed by Public on 07/18/2025 10:08
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Stock Unit | (1) | 07/16/2025 | A | 50,000 | (2) | (2) | Common Stock | 50,000 | $ 0 | 50,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Signorello Christopher J. C/O QXO, INC. FIVE AMERICAN LANE GREENWICH, CT 06831 |
Chief Legal Officer |
/s/ Christopher J. Signorello | 07/18/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each PSU represents a contingent right to receive one share of Common Stock. |
(2) | The PSUs will vest depending on the Issuer's total shareholder return ("TSR") over, for 50% of the PSUs, a performance period beginning on the grant date and ending on December 31, 2028; for 16.5% of the PSUs, a one-year performance period beginning on January 1, 2026 and ending on December 31, 2026; for 16.5% of the PSUs, a one-year performance period ending on December 31, 2027; and for 17% of the PSUs, a one-year performance period ending on December 31, 2028, in each case, relative to companies in the S&P 500 Index, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. The maximum number of PSUs that may vest is capped at 225% of the target number of PSUs. |