QXO, Inc. (NYSE: QXO) files prospectus for 41,405,099-share resale
Rhea-AI Filing Summary
QXO, Inc. filed a prospectus supplement registering the resale by certain stockholders of 41,405,099 shares of common stock issuable upon conversion of its Series C Convertible Perpetual Preferred Stock and 96,267 shares of that preferred stock.
The prospectus supplement relates to QXO’s automatic shelf registration statement on Form S-3ASR (File No. 333-281084) originally filed on July 29, 2024, and fulfills obligations under an Investment Agreement dated January 5, 2026 with the participating investors. QXO also filed a legal opinion and related consent from Paul, Weiss, Rifkind, Wharton & Garrison LLP as exhibits, which are incorporated by reference into the registration statement.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Common shares registered for resale: 41,405,099 shares
Preferred shares registered for resale: 96,267 shares
Form S-3ASR file number: 333-281084
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6 metrics
Common shares registered for resale
41,405,099 shares
Resale of common stock issuable upon conversion of Series C Convertible Perpetual Preferred Stock
Preferred shares registered for resale
96,267 shares
Resale of Series C Convertible Perpetual Preferred Stock
Form S-3ASR file number
333-281084
Registration statement referenced for the prospectus supplement
Prospectus supplement filing date
July 23, 2026
Date QXO filed the prospectus supplement with the SEC
Form S-3ASR filing date
July 29, 2024
Date the referenced automatic shelf registration statement was filed
Investment Agreement date
January 5, 2026
Agreement requiring QXO to register the Preferred Stock and related Common Stock
Key Terms
prospectus supplement, registration statement on Form S-3ASR, Series C Convertible Perpetual Preferred Stock, Investment Agreement
4 terms
prospectus supplement regulatory
"filed with the SEC a prospectus supplement to the prospectus"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
registration statement on Form S-3ASR regulatory
"prospectus included in the Company’s registration statement on Form S-3ASR"
A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.
Series C Convertible Perpetual Preferred Stock financial
"shares of the Company’s Series C Convertible Perpetual Preferred Stock"
A Series C convertible perpetual preferred share is a specific class of company stock that pays priority dividends and sits ahead of common shares for payouts, can be swapped into common equity under set terms, and has no fixed maturity date so it does not automatically expire or get repaid. Investors care because it offers steadier income and downside protection compared with common stock, but conversion can dilute existing shareholders and the perpetual feature means the company isn’t obliged to repay principal like a bond.
Investment Agreement financial
"pursuant to the Investment Agreement, dated as of January 5, 2026"
A written contract between an investor and a company that lays out the exact terms of an investment — how much money is provided, what the investor receives in return, and the rights and obligations of each side. It matters to investors because it sets the rules for ownership, control, payout and exit, and protections against future changes; think of it like a lease or recipe that tells everyone what to expect and how disputes or changes will be handled.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did QXO (QXO) disclose in the July 23, 2026 Form 8-K?
QXO disclosed that it filed a prospectus supplement for the resale of 41,405,099 common shares and 96,267 Series C Convertible Perpetual Preferred shares. The filing relates to its Form S-3ASR shelf registration and includes an accompanying legal opinion and consent from Paul, Weiss.
Why did QXO (QXO) agree to register these securities for resale?
QXO registered these securities to satisfy obligations under an Investment Agreement dated January 5, 2026 with certain investors. That agreement required the company to register both the Series C Convertible Perpetual Preferred Stock and the common shares issuable upon its conversion for resale.
Which registration statement and law firm are associated with QXO (QXO)'s resale filing?
The resale is made under QXO’s Form S-3ASR registration statement, File No. 333-281084. A legal opinion and related consent from Paul, Weiss, Rifkind, Wharton & Garrison LLP are filed as exhibits and incorporated by reference into that registration statement.