QXO, Inc.

For the period ended May 5, 2026. Filed Mar 24, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 5, 2026 · Filed Mar 24, 2026

QXO$11.56-0.7%Stored close · as of Nov 6, 2026

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Contents

Pay Versus Performance

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.

2025 Pay Versus Performance Table

· · · · · Summary Compensation Table Total ($)(1) · · · · Compensation Actually Paid ($)(2) · · · · Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) · · · · Average Compensation Actually Paid to Non-PEO NEOs ($)(2) · · · · Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(3) · · · · Net Income ($M)(4) ·
· Fiscal Year · · · · PEO (Jacobs) · · · · PEO (Meller) · · · · To PEO (Jacobs) · · · · To PEO (Meller) · ·
	2025	750,000	—	53,622,270	—	3,554,850	8,602,943	102.83	(279.39)
	2024	189,367,735	4,036,928	251,228,687	4,036,928	14,102,512	18,165,309	84.76	27.97
	2023	—	1,163,706	—	1,163,706	297,965	303,565	607.68	(1.07)

(1)

Brad Jacobs has been the principal executive officer (“PEO”) since June 6, 2024, following the closing of the Equity Investment. Mark Meller was PEO for 2023 and, for 2024, until Mr. Jacobs’ appointment. For 2025, Messrs. Essaid, Liborski, and Signorello were the only non-PEO Named Executive Officers (“non-PEO NEOs”). For 2024, Mr. Essaid, Mr. Signorello and Sean Smith were the non-PEO NEOs. For 2023, Joseph Macaluso was the only non-PEO NEO.

(2)

The dollar amounts reported as “compensation actually paid” are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any PEO or NEO during the applicable year. In particular, our PEO’s “compensation actually paid” is attributable to QXO’s strong stock price performance during 2025, and does not reflect any additional equity grants in 2025. Due to this stock price performance, the fair value of the PEO’s outstanding equity awards increased from the beginning to the end of the year, which drives the increase in “compensation actually paid” compared to the total compensation reported in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation for 2025 reported in the Summary Compensation Table above to determine the “compensation actually paid”:

· Year · · · · Position · · · · Reported Summary Compensation Table Total ($) · · · · [Less] Reported Value of Equity Awards ($)(a) · · · · [Plus/Minus] Equity Award Adjustments ($)(b) · · · · [Less] Reported Change in the Actuarial Present Value of Pension Benefits ($)(c) · · · · [Plus/Minus] Pension Benefit Adjustments ($)(d) · · · · [Equals] Compensation Actually Paid ($) ·
	2025				PEO (Jacobs)						750,000							—							52,872,270							—							—							53,622,270
	2025				Non-PEO NEOs						3,554,850							(2,860,688)							7,908,782							—							—							8,602,943

(a)

The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the Summary Compensation Table for the applicable year, generally representing the grant date fair value of equity awards granted in the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the change in fair value during the current year of any equity awards granted in a prior year that are outstanding and unvested as of the end of the year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation methodologies and assumptions used to estimate the fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are set forth in the following table:

· Year · · · · Position · · · · [Plus] Fair Value at Year- End of Outstanding and Unvested Option Awards Granted in Year ($) · · · · [Plus] Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Years ($) · · · · [Plus] Fair Value at Vesting of Option Awards Granted in Year that Vested During Year ($) · · · · [Plus] Change in Fair Value as of Vesting Date of Option Awards Granted in Prior Years for Which Vesting Conditions Were Satisfied During Year ($) · · · · [Less] Fair Value as of Prior Year-End of Option Awards Granted in Prior Years that Failed to Meet Vesting Conditions During Year ($) · · · · [Plus] Value of Dividends other Earnings or Paid on Option Awards Not Otherwise Reflected in Value of Total Compensation ($) · · · · Total Equity Award Adjustments ($) ·
	2025				PEO (Jacobs)						—							51,204,165							—							1,668,105							—							—							52,872,270
	2025				Non-PEO NEOs						4,368,912							3,392,979							—							146,891							—							—							7,908,782

				37						© 2026 QXO, Inc

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