QXO, Inc.

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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 100 th 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 pay 1 vs. TSR are strongly aligned. Both realized pay and performance are the highest among its core peers.

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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).

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