Form 8-K

8-K — QXO, Inc.

Accession: 0000950142-26-002421

Filed: 2026-08-24

Period: 2026-08-21

CIK: 0001236275

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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EX-99.1 — EXHIBIT 99.1 (eh260822995_ex9901.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 21, 2026

QXO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38063

16-1633636

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Five American Lane

Greenwich, Connecticut

(Address of principal executive offices)

06831

(Zip Code)

Registrant’s telephone number, including

area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.00001 per share

QXO

New York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a

share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share

QXO.PRB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 21, 2026, QXO, Inc. (the “Company”)

appointed Ken West as the Company’s President and Chief Operating Officer, effective as of September 1, 2026.

Mr. West, age 49, brings

more than 20 years of experience leading large, complex industrial businesses across operations, strategy, finance, and integration.

He joins the Company from Honeywell Technologies (Nasdaq: HON), where he has served in numerous senior leadership roles, including

President and Chief Executive Officer of Honeywell Process Technology from January 2026 to present; President and Chief Executive

Officer of the company’s Energy and Sustainability Solutions segment from January 2024 to December 2025; President and Chief

Executive Officer of Honeywell UOP, Honeywell Technologies’ refining and petrochemical technologies business, from July 2023

to December 2023; President of Honeywell Advanced Materials from January 2022 to July 2023; and Vice President and General Manager

of Honeywell Fluorine Products from April 2021 to January 2022. Prior to joining Honeywell in 2018, Mr. West spent 13 years at PPG

Industries, Inc. (NYSE: PPG), where he served as Global Vice President of Packaging Coatings and held leadership roles in

operations, integration, corporate planning and finance.

No family relationships exist between Mr. West and

any director or executive officer of the Company. There are no arrangements or understandings pursuant to which Mr. West was selected

as an officer and no transactions to which the Company is or was a participant and in which Mr. West has a material interest subject to

disclosure under Item 404(a) of Regulation S-K.

Offer Letter with Mr. West

The Company entered into an offer letter with Mr.

West (the “Offer Letter”), pursuant to which Mr. West will receive an annual

base salary of $850,000 and an initial annual target bonus equal to 125% of his base salary. His bonus for fiscal year 2026 may be pro-rated

based on his start date.

Annual Long-Term Incentive Awards

On or about

September 15, 2026, subject to approval by the Compensation and Talent Committee of the Board of Directors (the “Committee”),

the Company intends to grant Mr. West annual long-term incentive awards under the QXO, Inc. 2024 Omnibus Incentive Compensation Plan (the

“Plan”) in the form of (i) time-based restricted stock units (“RSUs”)

with a grant-date value of $867,808 and (ii) performance-based restricted stock units (“PSUs”)

with a grant-date value of $867,808, which represent the prorated values of the annual long-term incentive awards for which Mr. West is

eligible in 2026 under the Offer Letter. The RSUs will vest over a period of four years, with 15% vesting on the first anniversary of

the grant date, 25% vesting on the second anniversary of the grant date, 25% vesting on the third anniversary of the grant date, and 35%

vesting on the fourth anniversary of the grant date, subject to Mr. West’s continued employment through the applicable vesting date.

The PSUs will be earned based on performance goals tied to the Company’s total stockholder return relative to companies in the S&P

500 Index over the performance period beginning on the grant date and ending December 31, 2030. Earned PSUs may range from 0% to 225%

of target, and any earned PSUs would vest on December 31, 2030, subject to Mr. West’s continued employment through the vesting date.

All shares received upon settlement of the RSUs and PSUs will be subject to a restriction on sales, offers, pledges, transfers and dispositions

for one year after such shares vest.

Equity Sign-On Award

On or about September

15, 2026, subject to Committee approval, Mr. West will receive an equity sign-on award consisting of RSUs with a grant-date value of $5,500,000

(“Sign-On RSUs”) under the Plan. The Sign-On RSUs will vest over four years,

with 50% vesting on the second anniversary of the grant date and 50% vesting on the fourth anniversary of the grant date, subject to Mr.

West’s continued employment through the applicable vesting date. All shares received upon settlement of the Sign-On RSUs will be

subject to a restriction on sales, offers, pledges, transfers and other dispositions until the first anniversary of the final vesting

date.

New Hire Incentive Award

On or about September

15, 2026, subject to Committee approval, Mr. West will also receive an equity incentive award consisting of RSUs with a grant-date value

of $2,500,000 (“New Hire RSUs”) under the Plan. The New Hire RSUs will vest

in full on the one-month anniversary of the grant date, subject to Mr. West’s continued employment through such vesting date. If

Mr. West’s employment terminates for any reason other than an involuntary termination without cause on or after the vesting date

but prior to the second anniversary of his start date, he will be required to repay the fair market value of the New Hire RSUs as of

the vesting date, less any taxes withheld or paid in connection with the vesting of the New Hire RSUs.

Mr. West will also enter into the Company’s

Confidential Information Protection Agreement and will be eligible to participate in the Company’s Severance Plan, as in effect

from time to time, which provides severance benefits upon certain qualifying terminations of employment.

The foregoing summary of the Offer Letter does not

purport to be complete and is subject to, and qualified in its entirety by, the full text of the Offer Letter, a copy of which will be

filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2026 and is incorporated

by reference herein.

Item 8.01 Other Events.

On August 24, 2026, the Company issued a press release

announcing the appointment of Mr. West. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated August 24, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QXO, INC.

Date: August 24, 2026

By:

/s/ Christopher Signorello

Christopher Signorello

Chief Legal Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: eh260822995_ex9901.htm · Sequence: 2

Exhibit

99.1

QXO Appoints Ken West as President and Chief Operating

Officer

GREENWICH, Conn. — August 24, 2026 —

QXO, Inc. (NYSE: QXO), today announced the appointment of Ken West as President and Chief Operating Officer, effective September 1,

2026. West will report to Chief Executive Officer Brad Jacobs and be responsible for QXO’s day-to-day operations.

West brings an extensive track record of

high-impact operational leadership and driving major business transformations. He joins QXO from Honeywell Technologies, where he

most recently served as President and Chief Executive Officer of Honeywell Process Technology, which holds the leading global

position in process technology. West has more than 20 years of experience leading large, complex industrial businesses across

operations, strategy, finance, and integration. He was responsible for the acquisition of Johnson Matthey’s Catalyst

Technologies business and spearheaded its integration.

Brad Jacobs, Chairman and Chief Executive Officer of

QXO, said, “Ken is an exceptional operator with the executional rigor to lead QXO’s operations. He has demonstrated an ability

to achieve outstanding results across a number of industrial businesses. His leadership will be instrumental as we look to scale our platform

and deliver outsized shareholder value.”

“I’m excited to join QXO at this pivotal

moment in its growth,” West said. “We have an extraordinary opportunity to build the preeminent company in the building products

industry, and I’m eager to help transform the QXO team's bold vision into reality.”

West joined Honeywell in 2018 and rose to lead

three major business segments within six years. Prior to leading Honeywell Process Technology, he served as President and Chief

Executive Officer of the company’s Energy and Sustainability Solutions segment, President and Chief Executive Officer of

Honeywell UOP, and President of Honeywell Advanced Materials. In his most recent role, West helped shape Process Technology into a more growth-oriented business, including the spin-off of the independent company now known as

Solstice Advanced Materials. He also

led the acquisition of Sundyne and oversaw its integration with Honeywell’s automation and digital platforms.

Before Honeywell, West spent 13 years at PPG Industries,

where he served as Global Vice President of Packaging Coatings and held leadership roles in operations, integration, corporate planning,

and finance. During his tenure, West led the integration of AkzoNobel Architectural Coatings North America, establishing PPG as the world’s

largest coatings company.

West earned an MBA from Carnegie Mellon University’s

Tepper School of Business and a bachelor’s degree in mechanical engineering from Purdue University.

About QXO

QXO is a leading distributor and installer

of building products serving an $800 billion market. The Company’s mission is to modernize the building products industry through

advanced technology and a best-in-class customer experience. QXO is North America’s largest distributor and installer of insulation,

the second-largest distributor of roofing products, the second-largest publicly traded distributor of lumber and building materials, and

the largest distributor of waterproofing products. The Company is targeting $50 billion in annual revenue within the decade through accretive

acquisitions and organic growth. For more information, visit QXO.com.

Cautionary Statement Regarding Forward-Looking

Statements

This release includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.

In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,”

“believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”

“predict,” “should,” “will,” “expect,” “objective,” “projection,”

“forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,”

“trajectory” or the negative of these terms or other comparable terms. These forward-looking statements are based on certain

assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected

future developments, as well as other factors we believe are appropriate in the circumstances.

These forward-looking statements are

subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements

to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking

statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC, and

the following:

• an inability to obtain the products we distribute resulting in lost revenues and reduced margins and

damaging relationships with customers;

• changes in supplier pricing, demand or vendor rebates adversely affecting our income and gross margins;

• our inability to identify potential acquisition targets, successfully complete acquisitions on acceptable

terms, or successfully integrate acquired businesses into our operations;

• the possibility that our cost and revenue initiatives to enhance efficiencies and drive organic growth

may not be effective;

• risks related to maintaining our safety record;

• liability exposure due to the nature and breadth of our installation services operations, including

from construction defect and warranty claims;

• risks related to the identification of new products, product quality or performance issues from third-party

manufacturers and suppliers;

• the possibility that building products distribution industry demand may soften or shift substantially

due to cyclicality or dependence on general economic and political conditions, including inflation or deflation, interest rates, governmental

subsidies or incentives, consumer confidence, labor and supply shortages, weather and commodity prices;

• risks related to fragmentation in our industry and the possibility that regional or global barriers

to trade or a global trade war could increase the cost of products in the building products distribution industry;

• seasonality, weather-related conditions and natural disasters;

• risks related to the effective development and proper functioning of our information technology systems,

including from cybersecurity threats, artificial intelligence use, and digital transformation initiatives;

• risks relating to our ability to attract and retain key talent, work stoppages, union negotiations,

labor disputes or other labor force matters;

• our dependence on Brad Jacobs as chairman and chief executive officer and the impact of the loss of

Mr. Jacobs in these roles;

• the risk that Mr. Jacobs’ past performance may not be representative of future results;

• the risk that the anticipated benefits of our acquisition of Beacon Roofing Supply, Inc. (the “Beacon

Acquisition”), Kodiak Building Partners, Inc. (the “Kodiak Acquisition”), TopBuild Corp. (the “TopBuild Acquisition”)

or any future acquisition may not be fully realized or may take longer to realize than expected;

• the effect of the Beacon Acquisition, Kodiak Acquisition, and TopBuild Acquisition or any future acquisition

on our business relationships with employees, customers or suppliers, operating results and business generally;

• risks that our rebranding initiatives following the TopBuild Acquisition may not achieve their intended

benefits;

• risks related to our obligations under the indebtedness we incurred in connection with the Beacon Acquisition

and TopBuild Acquisition;

• the possible economic impact of the Company’s outstanding warrants and preferred stock on the

Company and the holders of its common stock or the impact of dividend payments or liquidation preferences from preferred stock that remains

outstanding;

• challenges raising additional equity or debt capital and the effects that raising such capital may

have on the Company and its business;

• the possibility that new investors in any future financing transactions could gain rights, preferences

and privileges senior to those of the Company’s existing stockholders;

• the development of alternatives to distributors in the supply chain and competitive pricing pressure

from customers;

• changes in building codes and consumer preferences that could affect our ability to market our service

offerings;

• risks associated with periodic litigation, regulatory proceedings and enforcement actions;

• the impact of legislative, regulatory, economic, competitive and technological changes;

• risks related to insurance and bonding, including the use of a wholly-owned insurance captive to manage

risks;

• unknown liabilities and uncertainties regarding general economic, business, competitive, legal, regulatory,

tax and geopolitical conditions; and

• other factors, including those set forth in the Company’s filings with the Securities and Exchange

Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.

All forward-looking statements set

forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments

anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on

us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not

undertake any obligation to update forward-looking statements except to the extent required by law.

QXO Contacts:

Media

Joe Checkler

joe.checkler@qxo.com

203-609-9650

Investors

Mark Manduca

mark.manduca@qxo.com

203-321-3889

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