QXO Inc SEC Filings

QXO, Inc. reported an insider equity transaction for its Chief Legal Officer on a Form 4. On December 31, 2025, 24,750 restricted stock units (RSUs) converted into the same number of shares of common stock at a stated price of $0.00, reflecting vesting rather than a market purchase. To cover tax obligations from this vesting, 7,760 shares were withheld by QXO at a price of $21.04 per share, and the filing notes that no shares were sold by the insider in the market.

Following these transactions, the reporting person directly held 126,400 shares of QXO common stock and 140,250 RSUs. The RSU award vests in five installments: 15% on December 31, 2025; 17.5% on December 31, 2026; 17.5% on December 31, 2027; 25% on December 31, 2028; and 25% on December 31, 2029, generally conditioned on continued employment. After-tax shares received upon settlement are subject to a lock-up that restricts transfers through December 31, 2029.

QXO, Inc.'s Chief Financial Officer reported the vesting and settlement of 127,125 restricted stock units (RSUs) into common stock on December 31, 2025. These RSUs converted into an equal number of common shares at an exercise price of $0.00.

To cover related tax liabilities, the issuer withheld 58,923 shares at a price of $21.04 per share; no shares were sold by the executive in the market. After these transactions, the officer beneficially owned 177,612 shares of common stock and 720,375 RSUs. The RSU award is scheduled to vest in installments of 15%, 17.5%, 17.5%, 25%, and 25% on specified annual dates through December 31, 2029, and after-tax shares received are subject to a transfer lock-up through that date.

QXO, Inc. disclosed that its Chief Executive Officer, who is also a director and 10% owner, had a major restricted stock unit (RSU) vesting on December 31, 2025. On that date, 574,901 RSUs were converted into an equal number of common shares at an exercise price of $0.00. Of these, 266,467 shares were withheld by QXO at a price of $21.04 to cover tax obligations, leaving the executive with 308,434 common shares directly owned after the transaction.

The filing notes that no shares were sold by the executive in the market; the share reduction was solely for tax withholding. Following the transaction, the executive continued to hold 3,257,775 RSUs. These RSUs vest in scheduled installments from December 31, 2025 through December 31, 2029, and after-tax shares received upon settlement are subject to a lock-up that restricts transfers through December 31, 2029.

QXO, Inc. entered into an Investment Agreement with funds managed by Apollo and other investors for a committed purchase of up to 114,500 shares of a new Series C Convertible Perpetual Preferred Stock, for an aggregate purchase price of $1.145 billion to fund one or more large acquisitions. The company plans to use the proceeds to help pay for acquisitions of assets or businesses with a purchase price above $1.5 billion and related expenses, with funding subject to customary closing conditions and completion of a qualifying deal.

The Series C Preferred Stock carries a 4.75% annual dividend, ranks senior to common stock, and is initially convertible into common stock at $23.25 per share, with anti-dilution protections and an NYSE-driven cap limiting issuances above 19.99% of pre-signing shares unless stockholders approve. QXO may force conversion or redeem the preferred after specified anniversaries, while investors receive voting rights on an as-converted basis, are subject to transfer, hedging, and standstill limits, and receive registration rights for resales following a qualifying acquisition.

Orbis Investment Management Ltd, together with affiliates Allan Gray Australia Pty Ltd and Orbis Investment Management (U.S.), L.P., filed an amended Schedule 13G reporting beneficial ownership of QXO, Inc. common stock.

The filing discloses 86,492,986 shares beneficially owned in total, representing 12.8% of the class. Reported sole voting and dispositive powers include 85,014,300 shares for Orbis Investment Management Ltd, 20,192 shares for Allan Gray Australia Pty Ltd, and 1,458,494 shares for Orbis Investment Management (U.S.), L.P. The event date is listed as September 30, 2025.

The reporting persons state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of QXO.

QXO, Inc. filed its quarterly report showing the first full quarter reflecting the Beacon Roofing Supply acquisition (closed April 29, 2025). Q3 net sales were $2,728.3 million, up sharply with the new distribution operations, while the company reported a net loss of $139.4 million (loss per share $0.24), driven by higher interest, amortization and a sizable tax provision.

For the nine months, net sales were $4,648.1 million with a net loss of $189.2 million. The balance sheet reflects the larger platform: total assets $16,642.9 million, stockholders’ equity $9,821.9 million, cash and cash equivalents $2,306.9 million, borrowings under revolving lines of credit $43.0 million and long‑term debt, net $3,052.9 million. As of October 30, 2025, shares outstanding were 674,392,035.

QXO issued 5.50% Series B Mandatory Convertible Preferred (net proceeds $558.1 million) and completed multiple common stock offerings earlier in 2025. The company recorded restructuring charges of $9.8 million in Q3 and $82.6 million year‑to‑date to streamline the combined organization.

QXO, Inc. reported that it issued a press release announcing results for the fiscal quarter ended September 30, 2025, and furnished it as Exhibit 99.1 in a Form 8-K.

The company noted the information under Item 2.02, including Exhibit 99.1, is furnished and not filed under the Exchange Act. QXO’s common stock trades on the NYSE under QXO; its depositary shares for 5.50% Series B Mandatory Convertible Preferred Stock trade as QXO.PRB.

QXO, Inc. amended and restated its term loan credit agreement through an Incremental Assumption and Amendment Agreement No. 1. The change reduces the applicable margin on the Borrower’s existing $850.0 million senior secured Term Loan B facility. For term SOFR borrowings, the margin decreases from 3.00% to 2.00%, and for base rate borrowings, from 2.00% to 1.00%.

The amendment was executed by subsidiaries Queen HoldCo, LLC and QXO Building Products, Inc., with Goldman Sachs Bank USA as administrative agent. Lower stated margins can reduce interest expense on the facility when drawn, improving financing costs under the amended and restated credit agreement.

QXO Inc: The Vanguard Group filed Amendment No. 2 to Schedule 13G reporting beneficial ownership of 55,323,743 shares of QXO common stock, representing 8.21% of the class as of 09/30/2025. Vanguard reports no sole voting power, shared voting power over 3,060,014 shares, sole dispositive power over 51,581,317 shares, and shared dispositive power over 3,742,426 shares.

Vanguard files as an investment adviser and states the securities are held in the ordinary course of business. Its clients have rights to dividends and sale proceeds, and no single other person’s interest exceeds 5%.