QXO insider backs TopBuild deal with 35.9% stake

QXO, Inc. received an updated ownership filing from Jacobs Private Equity II, LLC and Bradley S. Jacobs reflecting their large stake and support for a major acquisition.

Rhea-AI Filing Summary

QXO, Inc. received an updated ownership filing from Jacobs Private Equity II, LLC and Bradley S. Jacobs reflecting their large stake and support for a major acquisition. Jacobs now beneficially owns 395,600,215 common shares, representing about 35.9% of QXO’s voting stock after assuming full warrant exercise.

The filing describes a Merger Agreement under which QXO will acquire TopBuild Corp. through two merger steps. Each TopBuild share will be converted into either 20.200 QXO shares or $505.00 in cash, at the holder’s election and subject to proration.

Jacobs Private Equity II agreed in a Voting Agreement to vote all of its QXO shares in favor of issuing new QXO shares needed to complete the TopBuild mergers and accepted customary lock-up restrictions during the support period. The amendment replaces prior ownership details and confirms Jacobs’ sole voting and dispositive power over the reported shares.

Insights

Equity ownership & governance analyst

Large insider reaffirms control stake and formally backs QXO’s TopBuild acquisition.

Jacobs Private Equity II and Bradley S. Jacobs report beneficial ownership of roughly 35.7% and 35.9% of QXO’s voting stock after assuming conversion of preferred shares and exercise of warrants. This confirms a single sponsor-backed group holds a substantial, coordinated position with sole voting and dispositive power.

The Merger Agreement to acquire TopBuild offers each TopBuild share either 20.200 QXO shares or $505.00 in cash, subject to proration. A Voting Agreement commits Jacobs’ large stake to support issuing new QXO shares for the deal and imposes a lock-up. Actual impact will depend on shareholder approvals and final election outcomes under the agreement.

Key Figures

Jacobs beneficial ownership: 395,600,215 shares Jacobs ownership percentage: 35.9% JPE beneficial ownership: 394,213,274 shares +5 more

8 metrics

Jacobs beneficial ownership 395,600,215 shares QXO common stock beneficially owned under Rule 13d-3

Jacobs ownership percentage 35.9% Portion of QXO voting stock after warrant exercise

JPE beneficial ownership 394,213,274 shares QXO common stock via preferred conversion and warrants

JPE ownership percentage 35.7% Share of QXO voting stock after warrant exercise

TopBuild stock-for-stock rate 20.200 QXO shares Per TopBuild share, at holder election, subject to proration

TopBuild cash election $505.00 per share Cash alternative for each TopBuild common share

QXO shares outstanding 708,551,189 shares Common shares outstanding per QXO Form 10-K

Convertible preferred shares held 900,000 shares QXO convertible perpetual preferred stock held by JPE

Key Terms

Agreement and Plan of Merger, Voting Agreement, convertible perpetual preferred stock, warrants to purchase Shares, +2 more

6 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Voting Agreement financial

"JPE and TopBuild entered into a Voting Agreement (the "Voting Agreement"), pursuant to which"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

convertible perpetual preferred stock financial

"900,000 shares of the Company's convertible perpetual preferred stock, par value $0.001 per share"

A convertible perpetual preferred stock is a hybrid security that pays regular fixed dividends like a bond but has no set maturity date, meaning the company does not have to repay the principal. It can be converted into common shares under specified terms, which matters to investors because it provides steady income and higher claim priority in a payout, while also carrying the risk of future dilution of common shares if conversion occurs.

warrants to purchase Shares financial

"197,106,637 Warrants initially exercisable for 197,106,637 Shares"

Rule 13d-3 regulatory

"for the purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially owns"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

lock-up provisions financial

"The Voting Agreement also contains customary lock-up provisions during the support period."

Lock-up provisions are contractual rules that prevent certain shareholders—typically company founders, employees, and early investors—from selling their shares for a fixed period after a public offering or similar event. Investors care because when that period ends, a large number of shares can suddenly become available for sale, which can push the stock price down; think of it like a temporary dam holding back supply until a scheduled release that can change market liquidity and short-term price risk.

FAQ

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

How much of QXO common stock does Bradley S. Jacobs beneficially own?

Bradley S. Jacobs beneficially owns 395,600,215 QXO common shares, equal to about 35.9% of the company’s voting stock after assuming full warrant exercise. This includes 1,382,083 shares held directly and the rest through Jacobs Private Equity II, LLC.

What stake in QXO does Jacobs Private Equity II, LLC report in this Schedule 13D/A?

Jacobs Private Equity II, LLC reports beneficial ownership of 394,213,274 QXO shares, representing approximately 35.7% of the company’s voting stock after giving effect to conversion of preferred stock and exercise of warrants described in the filing.

What are the basic terms of QXO’s proposed merger with TopBuild Corp.?

Under the Merger Agreement, each TopBuild common share will be converted into either 20.200 QXO common shares or a cash payment of $505.00, at the holder’s election and subject to proration. TopBuild will ultimately become a wholly owned subsidiary of QXO.

How is Jacobs Private Equity II supporting the QXO–TopBuild merger?

Jacobs Private Equity II entered into a Voting Agreement with TopBuild, committing to vote all of its QXO shares in favor of issuing new QXO shares required for the mergers. The agreement also includes customary lock-up provisions during the support period.

What securities give rise to Jacobs Private Equity II’s large QXO position?

Jacobs Private Equity II holds 900,000 shares of convertible perpetual preferred stock and 197,106,637 warrants. These are initially convertible or exercisable into a total of 394,213,274 QXO common shares at specified prices, producing its reported beneficial ownership stake.

Does Bradley S. Jacobs have control over voting and disposition of the reported QXO shares?

Yes. The filing states that Bradley S. Jacobs has sole power to vote or direct the vote, and sole power to dispose or direct the disposition, of the QXO shares described, including those held through Jacobs Private Equity II, LLC.

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

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Accepted by SEC EDGAR 04/20/2026 - 04:21 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

QXO, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

82846H405

(CUSIP Number)

Jacobs Private Equity II, LLC
Bradley S. Jacobs, Five American Lane
Greenwich, CT, 06831
203-413-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 82846H405

1

Name of reporting person

Jacobs Private Equity II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 394,218,132.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 394,218,132.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

394,218,132.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

35.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) JPE (as defined below) beneficially owns 394,218,132 Shares (as defined below), which includes (i) 900,000 shares of shares of the Company's convertible perpetual preferred stock, par value $0.001 per share ("Preferred Stock"), which are initially convertible into an aggregate of 197,109,067 Shares at an initial conversion price of $4.566, subject to customary anti-dilution adjustments, and (ii) 197,109,065 warrants to purchase Shares ("Warrants"), which are initially exercisable for an aggregate of 197,109,065 Shares, at an exercise price of $4.566 per share with respect to 50% of the Warrants, $6.849 per share with respect to 25% of the Warrants, and $13.698 per share with respect to the remaining 25% of the Warrants, in each case subject to customary anti-dilution adjustments. Bradley S. Jacobs has indirect beneficial ownership of such Shares as a result of being the Managing Member of JPE. (2) Percentage ownership is calculated based on (i) 708,551,189 Shares outstanding, as reported by the Company (as defined below) in its Annual Report on Form 10-K filed with the SEC (as defined below) on February 27, 2026, plus (ii) 394,218,132 Shares issuable upon conversion of all outstanding Preferred Stock and exercise of the Warrants by the Reporting Persons (as defined below).

SCHEDULE 13D

CUSIP Number(s): 82846H405

1

Name of reporting person

Bradley S. Jacobs

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 395,600,215.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 395,600,215.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

395,600,215.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

35.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Bradley S. Jacobs has direct beneficial ownership of 1,382,083 Shares and indirect beneficial ownership of 394,218,132 Shares as a result of being the Managing Member of JPE. (2) Percentage ownership is calculated based on (i) 708,551,189 Shares outstanding, as reported by the Company in its Annual Report on Form 10-K filed with the SEC on February 27, 2026, plus (ii) 394,218,132 Shares issuable upon conversion of all outstanding Preferred Stock and exercise of the Warrants by the Reporting Persons.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001 per share
(b)	Name of Issuer: QXO, Inc.
(c)	Address of Issuer's Principal Executive Offices: FIVE AMERICAN LANE, GREENWICH, CONNECTICUT , 06831.
Item 1 Comment: This Amendment No. 5 amends the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the "SEC") by Jacobs Private Equity II, LLC, a Delaware limited liability company ("JPE"), and Bradley S. Jacobs ("Jacobs" and, together with JPE, the "Reporting Persons") on December 13, 2023, as amended by Amendment No. 1, dated as of April 15, 2024, Amendment No. 2, dated as of June 6, 2024, Amendment No. 3, dated as of June 17, 2024 and Amendment No. 4, dated as of April 18, 2025 (collectively, the "Schedule 13D"), relating to the common stock, par value $0.00001 per share (the "Shares"), of QXO, Inc., a Delaware corporation (the "Company"). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented to include the following: On April 18, 2026, the Company, Titanium MergerCo, Inc., ("Titanium Merger Sub"), Titanium MergerCo 2, LLC. ("Forward Merger Sub") and TopBuild Corp. ("TopBuild") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which at closing, (i) Titanium Merger Sub will be merged with and into TopBuild, the separate corporate existence of Titanium Merger Sub will thereupon cease and TopBuild shall continue as the surviving corporation and a wholly owned subsidiary of the Company (the "Titanium Merger") and (ii) immediately following the Titanium Merger, TopBuild will be merged with and into Forward Merger Sub, the separate corporate existence of TopBuild will thereupon cease and Forward Merger Sub shall continue as the surviving limited liability company and a wholly owned subsidiary of the Company (the "Forward Merger" and, together with the Titanium Merger, the "Mergers"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of common stock of TopBuild will be converted into the right to receive, at the election of the holder and subject to proration, either (i) 20.200 validly issued, fully paid and nonassessable Shares or (ii) $505.00 in cash, in each case, without interest. In connection with the Merger Agreement, on April 18, 2026, JPE and TopBuild entered into a Voting Agreement (the "Voting Agreement"), pursuant to which Reporting Person has agreed, among other things, subject to the terms and conditions of the Voting Agreement, to vote all of its shares of the Company in favor of the issuance of the Shares (the "Share Issuance") in connection with the Mergers at the meeting of the Company's shareholders. The Voting Agreement also contains customary lock-up provisions during the support period. The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Voting Agreement, which is filed as Exhibit 99.13 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby deleted in its entirety and replaced with the following: JPE owns 900,000 shares of Preferred Stock initially convertible into 197,106,637 Shares, and 197,106,637 Warrants initially exercisable for 197,106,637 Shares and Jacobs owns 1,382,083 Shares. Therefore, JPE, for the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), beneficially owns 394,213,274 Shares and Jacobs, for the purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 395,600,215 Shares. Based upon 708,551,189 Shares outstanding, as reported by the Company in its Annual Report on Form 10-K filed with the SEC on February 27, 2026, this number of Shares represents, for the purposes of Rule 13d-3, approximately 35.7% and 35.9% for JPE and Jacobs, respectively, of the outstanding shares of voting stock of the Company after giving effect to the exercise of all of the Warrants.
(b)	Item 5(b) is hereby amended and supplemented to include the following: Jacobs has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of, the Shares described in the foregoing paragraph.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented to include the following: On April 18, 2026, JPE entered into the Voting Agreement. The information set forth or incorporated in Item 4 of this Amendment No. 5 is incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented to include the following: Exhibit 99.13 - Voting Agreement, dated as of April 18, 2026, between TopBuild Corp. and Jacobs Private Equity II, LLC (incorporated by reference to Exhibit 10.1 of QXO, Inc.'s Current Report on Form 8-K filed April 20, 2026). https://www.sec.gov/Archives/edgar/data/1236275/000110465926045111/tm2612209d1_ex10-1.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jacobs Private Equity II, LLC

Signature:	/s/ Bradley S. Jacobs
Name/Title:	Bradley S. Jacobs, Managing Member
Date:	04/20/2026

Bradley S. Jacobs

Signature:	/s/ Bradley S. Jacobs
Name/Title:	Bradley S. Jacobs
Date:	04/20/2026