QXO, Inc. received an updated Schedule 13G/A from Orbis Investment Management Ltd, Orbis Investment Management (U.S.), L.P., and Allan Gray Australia Pty Ltd reporting their aggregate beneficial ownership of QXO equity. The reporting persons collectively report 75,359,961 shares of common stock on an as-converted basis, representing 10.4% of the outstanding class.
This total consists of 73,951,325 QXO common shares and 1,408,636 additional shares issuable upon conversion of 569,445 depositary shares representing 5.50% Series B Mandatory Convertible Preferred Stock at an optional conversion rate of 2.4737 common shares per depositary share. Orbis Investment Management Ltd reports sole voting and dispositive power over 74,084,587 shares (including its portion of the as-converted preferred), Orbis Investment Management (U.S.), L.P. over 1,248,191 common shares, and Allan Gray Australia Pty Ltd over 27,183 as-converted common shares. The reporting persons state they are filing together but each disclaims beneficial ownership of shares reported by the others.
Positive
None.
Negative
None.
Key Figures
Total beneficial ownership:75,359,961 sharesPercent of class owned:10.4 %Orbis Investment Management Ltd holdings:74,084,587 shares+4 more
7 metrics
Total beneficial ownership75,359,961 sharesAggregate QXO common shares beneficially owned on as-converted basis
Percent of class owned10.4 %Percentage of QXO common stock class beneficially owned
Orbis Investment Management Ltd holdings74,084,587 sharesQXO shares over which Orbis Investment Management Ltd has sole voting and dispositive power
Orbis US holdings1,248,191 sharesQXO common shares over which Orbis Investment Management (U.S.), L.P. has sole power
Allan Gray Australia holdings27,183 sharesQXO common shares issuable from 10,989 depositary shares
Optional conversion rate2.4737 shares per depositary shareConversion of 5.50% Series B Mandatory Convertible Preferred Stock depositary shares into common stock
"5.50% Series B Mandatory Convertible Preferred Stock"
A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.
depositary sharesfinancial
"shares of Common Stock issuable upon conversion of 569,445 depositary shares"
Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.
beneficially ownedfinancial
"Amount beneficially owned: 75,359,961"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Non-U.S. Institution (FI)regulatory
"classified as a Non-U.S. Institution (FI) that is equivalent"
Investment Adviser (IA)regulatory
"equivalent to an Investment Adviser (IA)"
An investment adviser (IA) is a person or firm that provides personalized guidance on buying, selling, or holding investments and often manages client portfolios for a fee. Investors should care because an IA has a legal duty to act in the client's best interest—think of them as a navigator who plans and steers your financial journey—so their advice, fee structure and potential conflicts can directly affect returns and financial risk.
FAQ
What percentage of QXO (QXO) shares is reported as beneficially owned in this Schedule 13G/A?
The reporting group discloses beneficial ownership of 10.4% of QXO’s common stock. This represents 75,359,961 shares on an as-converted basis, including common shares and common shares issuable from the 5.50% Series B Mandatory Convertible Preferred Stock.
How many QXO (QXO) shares does Orbis Investment Management Ltd report in this filing?
Orbis Investment Management Ltd reports sole voting and dispositive power over 74,084,587 QXO shares. This includes 72,703,134 common shares and 1,381,453 common shares issuable upon conversion of 558,456 depositary shares of 5.50% Series B Mandatory Convertible Preferred Stock.
What is the total number of QXO (QXO) shares reported as beneficially owned on an as-converted basis?
The filing states total beneficial ownership of 75,359,961 QXO shares. That figure includes 73,951,325 common shares and 1,408,636 common shares issuable from 569,445 depositary shares of 5.50% Series B Mandatory Convertible Preferred Stock.
What conversion rate is used for QXO’s 5.50% Series B Mandatory Convertible Preferred Stock in this filing?
The disclosure uses an optional conversion rate of 2.4737 QXO common shares per depositary share. This is based on the minimum rate of 49.4740 common shares per preferred share, and the mandatory conversion rate may differ at the mandatory conversion date.
How many QXO (QXO) shares does Orbis Investment Management (U.S.), L.P. report owning?
Orbis Investment Management (U.S.), L.P. reports sole voting and dispositive power over 1,248,191 QXO common shares. These shares are all common stock and are included within the aggregate 75,359,961 shares reported as beneficially owned by the reporting persons.
What role does Allan Gray Australia Pty Ltd report in QXO (QXO) ownership?
Allan Gray Australia Pty Ltd reports sole voting and dispositive power over 27,183 QXO common shares on an as-converted basis. These arise from 10,989 depositary shares of 5.50% Series B Mandatory Convertible Preferred Stock, using the same 2.4737-share optional conversion rate.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
QXO, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share, and Depositary Shares representing 5.50% Series B Mandatory Convertible Preferred Stock
(Title of Class of Securities)
82846H405
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
82846H405
1
Names of Reporting Persons
ORBIS INVESTMENT MANAGEMENT LTD
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
74,084,587.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
74,084,587.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
74,084,587.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.2 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP Number(s):
82846H405
1
Names of Reporting Persons
Orbis Investment Management (U.S.), L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,248,191.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,248,191.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,248,191.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
82846H405
1
Names of Reporting Persons
Allan Gray Australia Pty Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
AUSTRALIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
27,183.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
27,183.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,183.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
QXO, Inc.
(b)
Address of issuer's principal executive offices:
FIVE AMERICAN LANE, GREENWICH, CONNECTICUT
06831
Item 2.
(a)
Name of person filing:
ORBIS INVESTMENT MANAGEMENT LTD
Orbis Investment Management (U.S.), L.P.
Allan Gray Australia Pty Ltd
(b)
Address or principal business office or, if none, residence:
Orbis Investment Management Ltd
25 Front Street
Hamilton HM11, Bermuda
Orbis Investment Management (U.S.), L.P.
One Letterman Drive, Building C, Suite CM-100, The Presidio of San Francisco
San Francisco, CA 94129-1492, USA
Allan Gray Australia Pty Ltd
Level 2, Challis House, 4 Martin Place,
Sydney NSW2000, Australia
(c)
Citizenship:
ORBIS INVESTMENT MANAGEMENT LTD - BERMUDA
Orbis Investment Management (U.S.), L.P. - UNITED STATES
Allan Gray Australia Pty Ltd - AUSTRALIA
(d)
Title of class of securities:
Common Stock, par value $0.00001 per share, and Depositary Shares representing 5.50% Series B Mandatory Convertible Preferred Stock
(e)
CUSIP No.:
82846H405
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Equivalent to IA (Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd).
Item 4.
Ownership
(a)
Amount beneficially owned:
75,359,961, made up of (i) 73,951,325 shares of Common Stock and (ii) 1,408,636 shares of Common Stock issuable upon conversion of 569,445 depositary shares, each representing a 1/20th interest in a share of QXO's 5.50% Series B Mandatory Convertible Preferred Stock. The reported amount assumes conversion at the current optional conversion rate of 2.4737 shares of common stock per depositary share, based on the minimum conversion rate of 49.4740 shares of common stock per preferred share. The mandatory conversion rate may differ at the mandatory conversion date and is subject to adjustment in accordance with the terms of the preferred stock.
(b)
Percent of class:
10.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ORBIS INVESTMENT MANAGEMENT LTD - 74,084,587, made up of (i) 72,703,134 shares of Common Stock and (ii) 1,381,453 shares of Common Stock issuable upon conversion of 558,456 depositary shares, each representing a 1/20th interest in a share of QXO's 5.50% Series B Mandatory Convertible Preferred Stock. The reported amount assumes conversion at the current optional conversion rate of 2.4737 shares of common stock per depositary share, based on the minimum conversion rate of 49.4740 shares of common stock per preferred share. The mandatory conversion rate may differ at the mandatory conversion date and is subject to adjustment in accordance with the terms of the preferred stock.
Orbis Investment Management (U.S.), L.P. - 1,248,191 shares of Common Stock.
Allan Gray Australia Pty Ltd - 27,183 shares of Common Stock issuable upon conversion of 10,989 depositary shares, each representing a 1/20th interest in a share of QXO's 5.50% Series B Mandatory Convertible Preferred Stock. The reported amount assumes conversion at the current optional conversion rate of 2.4737 shares of common stock per depositary share, based on the minimum conversion rate of 49.4740 shares of common stock per preferred share. The mandatory conversion rate may differ at the mandatory conversion date and is subject to adjustment in accordance with the terms of the preferred stock.
(ii) Shared power to vote or to direct the vote:
ORBIS INVESTMENT MANAGEMENT LTD - 0
Orbis Investment Management (U.S.), L.P. - 0
Allan Gray Australia Pty Ltd - 0
(iii) Sole power to dispose or to direct the disposition of:
ORBIS INVESTMENT MANAGEMENT LTD - 74,084,587, made up of (i) 72,703,134 shares of Common Stock and (ii) 1,381,453 shares of Common Stock issuable upon conversion of 558,456 depositary shares, each representing a 1/20th interest in a share of QXO's 5.50% Series B Mandatory Convertible Preferred Stock. The reported amount assumes conversion at the current optional conversion rate of 2.4737 shares of common stock per depositary share, based on the minimum conversion rate of 49.4740 shares of common stock per preferred share. The mandatory conversion rate may differ at the mandatory conversion date and is subject to adjustment in accordance with the terms of the preferred stock.
Orbis Investment Management (U.S.), L.P. - 1,248,191 shares of Common Stock.
Allan Gray Australia Pty Ltd - 27,183 shares of Common Stock issuable upon conversion of 10,989 depositary shares, each representing a 1/20th interest in a share of QXO's 5.50% Series B Mandatory Convertible Preferred Stock. The reported amount assumes conversion at the current optional conversion rate of 2.4737 shares of common stock per depositary share, based on the minimum conversion rate of 49.4740 shares of common stock per preferred share. The mandatory conversion rate may differ at the mandatory conversion date and is subject to adjustment in accordance with the terms of the preferred stock.
(iv) Shared power to dispose or to direct the disposition of:
ORBIS INVESTMENT MANAGEMENT LTD - 0
Orbis Investment Management (U.S.), L.P. - 0
Allan Gray Australia Pty Ltd - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management Ltd.
Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management (U.S.), L.P.
Another person has the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Allan Gray Australia Pty Ltd.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Information with respect to each of Orbis Investment Management Ltd, Allan Gray Australia Pty Ltd, and Orbis Investment Management (U.S.), L.P. (collectively, the "Reporting Persons") is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. Orbis Investment Management Limited and Allan Gray Australia Pty Ltd are classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA). Orbis Investment Management (U.S.), L.P. is classified as an Investment Adviser (IA). Notwithstanding that the Reporting Persons are making this filing together, none of the Reporting Persons represents that it is a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person as specified in Item 4(a).
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Ltd and Allan Gray Australia Pty Ltd is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
