Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure and Control Procedures
As of the end of the period covered by this Annual Report, the Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the company in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Management ’ s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.
As of the end of the period covered by this Annual Report, the Company’s management evaluated, with the participation of its principal executive officer and principal financial officer, the effectiveness of the Company’s internal control over financial reporting. This evaluation was conducted using the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013. Based upon that evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2024.
Pursuant to the rules of the SEC, the Company’s management’s report on internal control over financial reporting is furnished with this Annual Report and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding the Company's internal control over financial reporting. The Company’s management’s report on internal control over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits the Company to provide only the Company’s management’s report on internal control over financial reporting in this Annual Report.
(c) Changes to Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our year ended December 31, 2024, or in other factors that could significantly affect these controls, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None .
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Incorporated herein by reference is the text found in this Annual Report from the section titled, “Information About Our Executive Officers” in Item 1 – Part I. The remaining information required by Item 10 of Part III of Form 10-K is incorporated herein by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2024.
The Company has a Securities Trading Policy that governs the purchase, sale and other dispositions of its securities by directors, officers and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Annual Report.
Item 11. Executive Compensation
Information required by Item 11 of Part III of Form 10-K is incorporated herein by reference from our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by Item 12 of Part III of Form 10-K, including information regarding security ownership of certain beneficial owners and management and related shareholder matters is incorporated herein by reference from our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by Item 13 of Part III of Form 10-K is incorporated herein by reference from our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the close of fiscal year ended December 31, 2024.
Item 14. Principal Accountant Fees and Services
Information required by Item 14 of Part III of Form 10-K incorporated herein by reference from our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the close of fiscal year ended December 31, 2024.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
The list of consolidated financial statements provided in the Index to Consolidated Financial Statements is incorporated herein by reference. Such consolidated financial statements are filed as part of this Annual Report. All financial statement schedules are omitted because the required information is not applicable, or because the information required is included in the consolidated financial statements and notes thereto.
Exhibits
(a)
Exhibit No. Description
2.1 Amended and Restated Investment Agreement, dated April 14, 2024, by and among QXO, Inc. and Jacobs Private Equity II, LLC (on behalf of itself and on behalf of each of the other Investors) (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report filed with the SEC on April 15, 2024).
3.1 Fifth Amended and Restated Certificate of Incorporation of the Company, dated June 6, 2024 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
3.2 Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of the Company, dated June 6, 2024 (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
3.3 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.3 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
4.1* Description of C apital Stock .
4.2 Certificate of Designation of the Convertible Perpetual Preferred Stock of QXO, Inc. (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
4.3 Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
4.4 Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.3 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
4.5 Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.4 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
4.6 Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K Current Report filed with the SEC on June 14, 2024).
10.1 Stockholders Agreement, dated as of June 6, 2024, by and among the Company, the Other Investors and JPE (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
10.2 Registration Rights Agreement, dated as of June 6, 2024, by and among the Company, JPE and the other investors (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
10.3**
Employment Agreement, dated as of June 5, 2024, by and between Brad Jacobs and the Company (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).
10.4 Form of Purchase Agreement, dated as of June 13, 2024, by and between QXO, Inc. and the Investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on June 14, 2024).
10.5 Form of Purchase Agreement, dated as of July 22, 2024, by and between QXO, Inc. and the Investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on July 22, 2024).
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10.6**
Amended and Restated Meller Letter Agreement, dated April 14, 2024, by and between QXO, Inc. and Mark Meller (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on April 15, 2024).
10.7**
Meller Offer Letter, dated April 14, 2024, by and between QXO, Inc. and Mark Meller (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K Current Report filed with the SEC on April 15, 2024).
10.8**
QXO, Inc. 2024 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on June 5, 2024).
10.9**
QXO, Inc. Severance Plan (incorporated herein by reference to Exhibit 10.9 to the Company’s Form 10-Q Quarterly Report filed with the SEC on August 14, 2024).
10.10**
Offer Letter, dated June 14, 2024, by and between QXO, Inc. and Sean Smith (incorporated herein by reference to Exhibit 10.10 to the Company’s Form 10-Q Quarterly Report filed with the SEC on August 14, 2024).
10.11**
Form of Restricted Stock Units Award (incorporated herein by reference to Exhibit 10.11 to the Company’s Form 10-Q Quarterly Report filed with the SEC on August 14, 2024).
10.12**
Employment Agreement, dated as of July 17, 2024, by and between QXO, Inc. and Ihsan Essaid (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q Quarterly Report filed with the SEC on November 13, 2024).
19.1* Securities Trading Policy of QXO, Inc.
21.1*
List of Subsidiaries
23.1*
Consent of Independent Registered Public Accounting Firm
31.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herein.
31.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herein.
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herein.
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herein.
97.1* Clawback Policy of QXO, Inc.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith
**Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
QXO, INC.
Date: March 4, 2025
By: /s/ Brad Jacobs
Brad Jacobs
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Position Date
/s/ Brad Jacobs
Chief Executive Officer and Chairman of the Board of Directors March 4, 2025
Brad Jacobs (Principal Executive Officer)
/s/ Ihsan Essaid
Chief Financial Officer March 4, 2025
Ihsan Essaid (Principal Financial Officer)
/s/ Sean Smith
Chief Accounting Officer March 4, 2025
Sean Smith (Principal Accounting Officer)
/s/ Allison Landry
Lead Independent Director
March 4, 2025
Allison Landry
/s/ Jason Aiken
Director March 4, 2025
Jason Aiken
/s/ Marlene Colucci
Director March 4, 2025
Marlene Colucci
/s/ Mario Harik
Director March 4, 2025
Mario Harik
/s/ Mary Kissel
Director March 4, 2025
Mary Kissel
/s/ Jared Kushner
Director March 4, 2025
Jared Kushner
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