QXO (NYSE: QXO) raises about $750M in underwritten common stock sale

Rhea-AI Filing Summary

QXO, Inc. entered into an underwriting agreement with BofA Securities to sell 31,645,570 shares of common stock at a public offering price of $23.80 per share. The company also granted the underwriter an option to purchase up to an additional 4,746,835 shares of common stock. QXO expects to receive approximately $750 million in net proceeds from the offering, or approximately $862.5 million if the underwriter fully exercises its option. The common stock sale is being conducted under an effective automatic shelf registration statement on Form S-3ASR, using a preliminary and final prospectus supplement filed with the SEC. The agreement includes customary representations, covenants, and indemnification provisions, and QXO filed the underwriting agreement, legal opinion, and related press release as exhibits.

Insights

Capital markets analyst

QXO completes a sizable underwritten equity offering to raise cash.

QXO, Inc. agreed to sell 31,645,570 common shares at $23.80 per share in an underwritten offering with BofA Securities. The company granted an option for up to 4,746,835 additional shares, which, if fully exercised, would increase the total shares sold beyond the base amount.

The company expects net proceeds of approximately $750 million, or approximately $862.5 million if the underwriter’s option is fully exercised, after underwriting discounts and commissions. The sale is made under an automatic shelf registration statement on Form S-3ASR, supported by a preliminary and a final prospectus supplement filed on January 15, 2026 and January 16, 2026, respectively.

The underwriting agreement contains customary representations, covenants, and indemnification, including coverage of certain Securities Act liabilities for the underwriter. Related documents, such as the underwriting agreement, legal opinion, and press release announcing the pricing on January 15, 2026, are filed as exhibits, and subsequent filings may provide additional context on use of proceeds and capital structure.

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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 1.01 Entry into a Material Definitive Agreement.

On January 15, 2026, QXO, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”), pursuant to which the Company agreed to sell 31,645,570 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a public offering price of $23.80 per share (the “Offering”). In connection with the Offering, the Company granted the Underwriter an option to purchase up to an additional 4,746,835 shares of Common Stock. The Company expects to receive net proceeds from the Offering, after deducting underwriting discounts and commissions, of approximately $750 million (or approximately $862.5 million if the Underwriter exercises in full its option to purchase additional shares).

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The sale of Common Stock was made pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-281084), as supplemented by a preliminary prospectus supplement, filed with the Securities and Exchange Commission (the “SEC”) on January 15, 2026, and a final prospectus supplement, dated January 15, 2026, filed with the SEC on January 16, 2026 pursuant to Rule 424(b) under the Securities Act.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 and incorporated herein by reference.

Item 8.01 Other Events.

On January 15, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with the Offering, the legal opinion as to the legality of the Common Stock sold in the Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 15, 2026, by and among Q XO, Inc. and BofA Securities, Inc., as the underwriter.
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).
99.1		Press release issued by Q XO, Inc., dated January 15, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 20, 2026

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

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FAQ

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

QXO, Inc. entered into an underwriting agreement with BofA Securities to sell 31,645,570 shares of its common stock at a public offering price of $23.80 per share, with an option for the underwriter to purchase up to an additional 4,746,835 shares.

How much cash does QXO (QXO) expect to raise from the common stock offering?

QXO expects to receive approximately $750 million in net proceeds from the offering, or approximately $862.5 million if the underwriter fully exercises its option to purchase additional shares.

Which registration statement is QXO (QXO) using for this offering?

The common stock sale is being made under QXO’s automatic shelf registration statement on Form S-3ASR (File No. 333-281084), supplemented by a preliminary and a final prospectus supplement filed with the SEC.

Who is the underwriter for QXO’s (QXO) common stock offering?

The underwriter is BofA Securities, Inc., which entered into an underwriting agreement with QXO, Inc. and received an option to purchase additional shares of common stock.

What legal and disclosure documents did QXO (QXO) file related to the offering?

QXO filed the underwriting agreement (Exhibit 1.1), the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP (Exhibit 5.1), a related consent (Exhibit 23.1), and a press release announcing the pricing (Exhibit 99.1).

Does the underwriting agreement for QXO (QXO) include indemnification provisions?

Yes. The underwriting agreement provides that QXO will indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933.