QXO (NYSE: QXO) secures up to $3.0B in Series C convertible preferred capital

Rhea-AI Filing Summary

QXO, Inc. disclosed that new investors have joined its existing investment agreement for a Series C Convertible Perpetual Preferred Stock financing. These new investors have committed, on the terms and subject to the conditions in the agreement, to purchase up to 185,500 shares of Series C Preferred Stock at a stated value of $10,000 per share, for an aggregate purchase price of $1.855 billion, with commitments lasting until July 15, 2026. Including the original participants, the convertible preferred investors have now committed to purchase up to 300,000 shares of Series C Preferred Stock for a total of $3.0 billion. The investment is being made in a private transaction relying on an exemption from registration, and the preferred shares and any common stock issued upon conversion cannot be sold in the United States without an effective registration statement or another exemption.

Positive

• Up to $3.0 billion capital commitment via 300,000 shares of Series C Convertible Perpetual Preferred Stock at a stated value of $10,000 per share.
• New investors added $1.855 billion of commitments for up to 185,500 additional Series C preferred shares, expanding the previously agreed financing.

Negative

• None.

Insights

Capital structure and securities analyst

QXO secured up to $3.0 billion in new convertible preferred commitments.

QXO, Inc. has expanded its Series C Convertible Perpetual Preferred Stock financing so that all participating investors together have committed to purchase up to 300,000 preferred shares at a stated value of $10,000 per share, or $3.0 billion in aggregate. New investors added commitments for up to 185,500 of those shares, totaling $1.855 billion, with commitments running until July 15, 2026.

The financing uses a convertible perpetual preferred structure, which typically provides investors with priority over common stock for dividends and liquidation, along with the ability to convert into common shares under specified conditions. The transaction is being executed as a private offering in reliance on Section 4(a)(2), so neither the preferred shares nor any QXO common stock issuable upon conversion can be freely resold in the United States without registration or another exemption.

The eventual impact on common shareholders will depend on when and how much of the preferred stock is issued and later converted. Further disclosure of the detailed terms of the Series C Preferred Stock and the investment agreement, referenced in earlier filings, will frame how this sizeable capital commitment interacts with QXO’s future financing, dividend, and equity-conversion dynamics.

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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 12, 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 1.01 Entry into a Material Definitive Agreement.

On January 12, 2026, QXO, Inc. (“QXO” or the “Company”) and certain new investors entered into joinders to the Investment Agreement, dated as of January 5, 2026 (the “Investment Agreement”), among AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc., and the other investors party thereto (collectively, the “Convertible Preferred Investors”). Pursuant to the Investment Agreement, on the terms and subject to the conditions set forth therein, the new investors committed until July 15, 2026 to purchase up to 185,500 shares in the aggregate of a new series of Series C Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), of QXO for an aggregate purchase price of $1.855 billion (at a stated value of $10,000 per share) (the “Convertible Preferred Investment”). As a result of the commitments by the new investors, the Convertible Preferred Investors, including the initial investors party to the Investment Agreement, have committed to purchase up to 300,000 shares of the Series C Preferred Stock for an aggregate purchase price of $3.0 billion.

For more information on the terms and conditions of the Convertible Preferred Investment, the Investment Agreement and the Series C Preferred Stock, refer to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2026, which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information regarding the Convertible Preferred Investment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Convertible Preferred Investment will be undertaken in reliance upon an exemption from the registration requirements of Section 4(a)(2) of the Securities Act. The Series C Preferred Stock issued pursuant to the Investment Agreement and the Company’s common stock, par value $0.00001 per share (“Common Stock”), issuable upon conversion of the Series C Preferred Stock may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws. The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy the securities described herein.

Item 8.01 Other Events.

On January 12, 2026, the Company issued a press release announcing the upsized Convertible Preferred Investment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated January 12, 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.

Date: January 12, 2026

	QXO, INC.
	By:	/s/ Ihsan Essaid
		Name:	Ihsan Essaid
		Title:	Chief Financial Officer

FAQ

What financing did QXO (QXO) announce in this 8-K?

QXO, Inc. reported that investors have committed, on specified terms and conditions, to purchase up to 300,000 shares of Series C Convertible Perpetual Preferred Stock at $10,000 per share, for total commitments of $3.0 billion.

How much of QXO’s Series C Preferred Stock commitment comes from new investors?

New investors joined the existing agreement and committed to purchase up to 185,500 shares of Series C Convertible Perpetual Preferred Stock, representing an aggregate purchase price of $1.855 billion.

Until when are the new QXO Series C Preferred Stock commitments effective?

The new investor commitments to purchase up to 185,500 Series C Convertible Perpetual Preferred shares remain in place until July 15, 2026, subject to the terms and conditions of the agreement.

Is QXO’s Series C Preferred Stock financing a registered public offering?

No. The Series C Convertible Perpetual Preferred Stock investment is being undertaken in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, making it a private offering.

Can QXO’s Series C Preferred Stock or the related common stock be freely resold?

The Series C Preferred Stock issued under the investment agreement and any QXO common stock issuable upon conversion may not be re-offered or sold in the United States without an effective registration statement or an available exemption from registration.

Where can investors find more detail on QXO’s Series C Preferred Stock terms?

The company refers to a prior filing made on January 5, 2026 for more information on the terms and conditions of the convertible preferred investment, the investment agreement, and the Series C Preferred Stock.

Did QXO issue any press release about the upsized convertible preferred investment?

Yes. QXO issued a press release on January 12, 2026 announcing the upsized convertible preferred investment, which is attached as Exhibit 99.1.