QXO (NYSE: QXO) plans $750M stock sale with $112.5M option for common shares

Rhea-AI Filing Summary

QXO, Inc. reported that it intends to raise capital by offering $750 million of its common stock in a public offering. The company also plans to grant the underwriter an option to buy up to an additional $112.5 million of common stock at the public offering price, less underwriting discounts and commissions.

The disclosure is being made through a current report, and QXO has issued a press release describing the planned transaction, which is included as an exhibit. This planned equity sale would increase the number of QXO shares held by the public and may dilute existing shareholders’ ownership percentages.

Insights

Equity capital markets analyst

QXO plans a sizable common stock sale with an added underwriter option.

QXO plans a public offering of common stock totaling $750 million, indicating a meaningful equity capital raise. In addition, it expects to grant the underwriter an option to purchase up to another $112.5 million of common stock at the public offering price, less underwriting discounts and commissions.

This structure is typical of underwritten offerings, where the additional option (often called an over-allotment or “greenshoe”) lets the underwriter buy more shares to stabilize demand. The actual size of the capital raise will depend on how much of the base deal and the optional amount is ultimately sold.

The company states that details are provided in a press release attached as an exhibit to the report. Future disclosures may clarify final proceeds, pricing, and any related impacts on share count once the transaction is completed or updated.

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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): January 15, 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		06831
(Address of principal executive offices)		(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 7.01 Regulation FD Disclosure.

On January 15, 2026, QXO, Inc. (“QXO”) announced that it intends to offer for sale to the public $750 million of shares of its common stock, par value $0.00001 per share (“Common Stock”). QXO intends to grant the underwriter of the offering an option to purchase up to an additional $112.5 million of shares of Common Stock at the public offering price less underwriting discounts and commissions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of QXO under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated January 15, 2026, related to public offering.
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.

Date: January 15, 2026 

	QXO, INC.
	By:	/s/ Christopher Signorello
		Christopher Signorello
		Chief Legal Officer

FAQ

What capital raise did QXO (QXO) announce in this Form 8-K?

QXO, Inc. announced that it intends to conduct a public offering of its common stock with a targeted size of $750 million. This offering would issue new common shares to public investors.

Does QXO (QXO) include an underwriter option in the planned stock offering?

Yes. QXO stated that it intends to grant the underwriter an option to purchase up to an additional $112.5 million of common stock at the public offering price, less underwriting discounts and commissions.

What type of securities is QXO (QXO) planning to sell?

QXO plans to sell shares of its common stock, which have a par value of $0.00001 per share. The planned sale is a public offering of these common shares.

How did QXO (QXO) communicate details of the planned stock offering?

QXO issued a press release dated January 15, 2026 describing the public offering. That press release is included as Exhibit 99.1 to the report.

Are the stock offering details in this QXO (QXO) report considered filed under the Exchange Act?

The company states that the information in Item 7.01, including Exhibit 99.1, is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor automatically incorporated by reference into other filings, except where specifically referenced.

What classes of QXO (QXO) securities are listed on the New York Stock Exchange?

The report notes that QXO has common stock listed under the symbol QXO and depositary shares representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock listed under the symbol QXO.PRB on the New York Stock Exchange.