Welcome to our dedicated page for QXO SEC filings (Ticker: QXO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The QXO, Inc. (NYSE: QXO) SEC filings page on Stock Titan provides access to the company’s official regulatory disclosures, including 8-K current reports, annual reports on Form 10-K, quarterly reports on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. QXO is an industrial distribution company that identifies itself as the largest publicly traded distributor of roofing, waterproofing and complementary building products in North America, and its filings offer detailed information about this business and its capital structure.
Through QXO’s 10-K and 10-Q filings, investors can review discussions of its building products distribution operations, risk factors, management’s analysis, and both GAAP and non-GAAP financial measures such as Adjusted Gross Profit, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA. These reports also describe how the company calculates these non-GAAP metrics and how management uses them in financial, operating and planning decisions.
QXO’s Form 8-K filings document material events, including financing transactions, credit agreement amendments, earnings releases and investment agreements. For example, recent 8-Ks describe an Investment Agreement for Series C Convertible Perpetual Preferred Stock, with commitments up to $3.0 billion led by funds managed by affiliates of Apollo Global Management, Inc. and other investors, as well as amendments to term loan facilities. These filings outline terms such as dividend rates, conversion prices, ranking of securities, voting rights, standstill provisions and transfer restrictions.
Investors can also track information related to preferred stock and capital structure, including Series B Mandatory Convertible Preferred Stock and Series C Convertible Perpetual Preferred Stock, as well as the listing of QXO common stock and preferred depositary shares on the New York Stock Exchange. Stock Titan enhances these filings with AI-powered summaries that explain key provisions, highlight important changes and help users interpret complex capital markets and acquisition-related disclosures, while maintaining a direct link to the underlying SEC documents for full detail.
QXO, Inc. is conducting a primary common stock offering of 31,645,570 shares at a public offering price of $23.80 per share, raising approximately $750 million in gross proceeds before expenses. The company has also granted the underwriter a 30-day option to purchase up to 4,746,835 additional shares at the same price, less underwriting discounts and commissions.
QXO expects net proceeds of about $749.0 million (or $861.5 million if the option is fully exercised) and plans to use the funds for general corporate purposes, which may include funding future acquisitions. After the offering, QXO projects 706,192,787 shares of common stock outstanding, based on shares outstanding as of December 31, 2025. The company also highlights a $3.0 billion preferred equity commitment for potential large acquisitions and estimates fourth quarter 2025 net sales of $2.19 billion and adjusted EBITDA of $150 million.
QXO, Inc. is offering $750,000,000 of its common stock in an underwritten public offering. The company has also granted the underwriter a 30-day option to purchase up to an additional $112,500,000 of common stock at the public offering price, less underwriting discounts and commissions. QXO plans to use the net proceeds for general corporate purposes, which may include funding future acquisitions.
QXO was created in 2024 to build a tech-focused leader in the roughly $800 billion building products distribution sector and is targeting $50 billion in annual revenues within the next decade through acquisitions and organic growth. In April 2025, QXO acquired Beacon Roofing Supply, now QXO Building Products, which generated $9.8 billion of revenue in 2024 and operates about 600 branches across the U.S. and Canada.
For the fourth quarter ended December 31, 2025, QXO preliminarily estimates net sales of approximately $2.19 billion and adjusted EBITDA of approximately $150 million. The company also has a separate commitment for up to $3.0 billion of Series C preferred equity to fund future qualifying acquisitions, underscoring an acquisition-driven growth strategy.
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.
QXO, Inc. filed a current report describing two key updates related to its recent growth. The company furnished a press release with certain preliminary financial results for the three months ended December 31, 2025, giving an early look at how the business performed in that quarter.
The report also provides unaudited pro forma combined financial statements for QXO and QXO Building Products, Inc., formerly Beacon Roofing Supply, Inc., which QXO acquired on April 29, 2025. These pro forma statements cover the year ended December 31, 2024 and the nine months ended September 30, 2025, and show how the combined company’s results might have looked if the acquisition had occurred on January 1, 2024. The document does not modify the historical financial statements previously included in QXO’s Form 10-Q for the nine months ended September 30, 2025.
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
QXO, Inc. insider reports RSU vesting and tax withholding activity. On 12/31/2025, a company officer converted 156,044 restricted stock units into an equal number of QXO common shares at an exercise price of $0.00. Of these, 61,404 shares were withheld by QXO at $21.04 per share to cover tax liabilities related to the vesting, and no shares were sold in the open market. Following these transactions, the officer directly owned 121,993 shares of common stock and 884,254 RSUs. The RSU grant vests in five installments from December 31, 2025 through December 31, 2029, and after-tax shares received are locked up from transfer through December 31, 2029, subject to continued employment.
QXO, Inc. reported an insider equity transaction for its Chief Legal Officer on a Form 4. On December 31, 2025, 24,750 restricted stock units (RSUs) converted into the same number of shares of common stock at a stated price of $0.00, reflecting vesting rather than a market purchase. To cover tax obligations from this vesting, 7,760 shares were withheld by QXO at a price of $21.04 per share, and the filing notes that no shares were sold by the insider in the market.
Following these transactions, the reporting person directly held 126,400 shares of QXO common stock and 140,250 RSUs. The RSU award vests in five installments: 15% on December 31, 2025; 17.5% on December 31, 2026; 17.5% on December 31, 2027; 25% on December 31, 2028; and 25% on December 31, 2029, generally conditioned on continued employment. After-tax shares received upon settlement are subject to a lock-up that restricts transfers through December 31, 2029.
QXO, Inc.'s Chief Financial Officer reported the vesting and settlement of 127,125 restricted stock units (RSUs) into common stock on December 31, 2025. These RSUs converted into an equal number of common shares at an exercise price of $0.00.
To cover related tax liabilities, the issuer withheld 58,923 shares at a price of $21.04 per share; no shares were sold by the executive in the market. After these transactions, the officer beneficially owned 177,612 shares of common stock and 720,375 RSUs. The RSU award is scheduled to vest in installments of 15%, 17.5%, 17.5%, 25%, and 25% on specified annual dates through December 31, 2029, and after-tax shares received are subject to a transfer lock-up through that date.
QXO, Inc. disclosed that its Chief Executive Officer, who is also a director and 10% owner, had a major restricted stock unit (RSU) vesting on December 31, 2025. On that date, 574,901 RSUs were converted into an equal number of common shares at an exercise price of $0.00. Of these, 266,467 shares were withheld by QXO at a price of $21.04 to cover tax obligations, leaving the executive with 308,434 common shares directly owned after the transaction.
The filing notes that no shares were sold by the executive in the market; the share reduction was solely for tax withholding. Following the transaction, the executive continued to hold 3,257,775 RSUs. These RSUs vest in scheduled installments from December 31, 2025 through December 31, 2029, and after-tax shares received upon settlement are subject to a lock-up that restricts transfers through December 31, 2029.
QXO, Inc. entered into an Investment Agreement with funds managed by Apollo and other investors for a committed purchase of up to 114,500 shares of a new Series C Convertible Perpetual Preferred Stock, for an aggregate purchase price of $1.145 billion to fund one or more large acquisitions. The company plans to use the proceeds to help pay for acquisitions of assets or businesses with a purchase price above $1.5 billion and related expenses, with funding subject to customary closing conditions and completion of a qualifying deal.
The Series C Preferred Stock carries a 4.75% annual dividend, ranks senior to common stock, and is initially convertible into common stock at $23.25 per share, with anti-dilution protections and an NYSE-driven cap limiting issuances above 19.99% of pre-signing shares unless stockholders approve. QXO may force conversion or redeem the preferred after specified anniversaries, while investors receive voting rights on an as-converted basis, are subject to transfer, hedging, and standstill limits, and receive registration rights for resales following a qualifying acquisition.