QXO files resale of 41,405,099 common shares

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.

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.

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, or 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 +3 more

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many QXO (QXO) common shares are covered by the new resale registration?

The resale registration covers 41,405,099 shares of QXO common stock issuable upon conversion of Series C Convertible Perpetual Preferred Stock. These shares may be resold by certain selling stockholders identified in the related prospectus supplement filed under the company’s Form S-3ASR shelf registration statement.

What preferred shares are included in QXO (QXO)'s resale prospectus?

The prospectus supplement covers the resale of 96,267 shares of QXO’s Series C Convertible Perpetual Preferred Stock. These preferred shares, along with the underlying common shares issuable upon conversion, are being registered for resale by the selling stockholders named in the prospectus supplement.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 07/23/2026 - 05:07 PM EDT Learn about SEC filing dates

false 0001236275 0001236275 2026-07-23 2026-07-23 0001236275 us-gaap:CommonStockMember 2026-07-23 2026-07-23 0001236275 QXO:DepositarySharesMember 2026-07-23 2026-07-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 23, 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 8.01 Other Events.

On July 23, 2026, QXO, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-281084), filed with the SEC on July 29, 2024 (the “Registration Statement”), covering the resale by certain selling stockholders named therein of (i) 41,405,099 shares of the Company’s common stock (“Common Stock”) issuable upon the conversion of shares of the Company’s Series C Convertible Perpetual Preferred Stock (“Preferred Stock”) and (ii) 96,267 shares of Preferred Stock. The Prospectus Supplement was filed by the Company in satisfaction of its obligations to register the Preferred Stock and Common Stock pursuant to the Investment Agreement, dated as of January 5, 2026, among the Company and the investors party thereto.

A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
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: July 23, 2026

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

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 19.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 25.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 35.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.6 KB