QXO, Inc. received an Amendment No. 3 to a Schedule 13G from MFN Partners and related entities reporting their current stake in the company. The group, including MFN Partners, LP and its affiliated general partners, investment adviser and managing members, now reports beneficial ownership of 30,277,326 shares of QXO common stock.
This position represents 4.5% of QXO’s outstanding common stock, based on 674,392,035 shares outstanding as of October 30, 2025. The filing notes ownership of 5% or less of the class and is made on a passive investor basis, with the reporting persons certifying the shares are not held to change or influence control of QXO.
Positive
None.
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Insights
MFN Partners and affiliates report a 4.5% passive stake in QXO.
MFN Partners, LP and its related entities jointly report beneficial ownership of 30,277,326 QXO common shares, equal to 4.5% of the company based on 674,392,035 shares outstanding as of October 30, 2025. Multiple entities and two individuals are listed as reporting persons.
The group files on Schedule 13G/A, which is used for passive holdings, and certifies that the securities are not held to change or influence control of QXO. Item 5 confirms ownership of 5 percent or less of the class, indicating a relatively small but still notable institutional position.
Because this is a passive ownership report without transactional detail or explicit strategic intentions, the direct impact on QXO’s outlook is limited. Subsequent ownership reports may clarify whether this percentage changes over future periods.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
QXO, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
82846H405
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
82846H405
1
Names of Reporting Persons
MFN Partners, LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
30,277,326.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
30,277,326.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,277,326.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
82846H405
1
Names of Reporting Persons
MFN Partners GP, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
30,277,326.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
30,277,326.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,277,326.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82846H405
1
Names of Reporting Persons
MFN Partners Management, LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
30,277,326.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
30,277,326.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,277,326.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
82846H405
1
Names of Reporting Persons
MFN Partners Management, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
30,277,326.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
30,277,326.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,277,326.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82846H405
1
Names of Reporting Persons
Michael F. DeMichele
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
0.00
6
Shared Voting Power
30,277,326.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
30,277,326.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,277,326.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
82846H405
1
Names of Reporting Persons
Farhad Nanji
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
0.00
6
Shared Voting Power
30,277,326.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
30,277,326.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,277,326.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
QXO, Inc.
(b)
Address of issuer's principal executive offices:
5 American Lane, Greenwich, CT 06831
Item 2.
(a)
Name of person filing:
This Amendment No. 3 to Schedule 13G is filed by (i) MFN Partners, LP (the "Partnership"); (ii) MFN Partners GP, LLC ("MFN GP"), as the general partner of the Partnership; (iii) MFN Partners Management, LP ("MFN Management"), as the investment adviser to the Partnership; (iv) MFN Partners Management, LLC ("MFN LLC"), as the general partner of MFN Management; (v) Michael F. DeMichele, as a managing member of MFN GP and of MFN LLC; and (vi) Farhad Nanji, as a managing member of MFN GP and of MFN LLC (each, a "Reporting Person" and collectively, the "Reporting Persons"). Reference is hereby made to the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on July 29, 2024, Amendment No. 1 thereto filed on February 12, 2025 and Amendment No. 2 thereto filed on September 10, 2025 (as so amended, the "Schedule 13G"). The shares reported herein are directly held by the Partnership and each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The Partnership is a Delaware limited partnership. MFN GP is a Delaware limited liability company. MFN Management is a Delaware limited partnership. MFN LLC is a Delaware limited liability company. Michael F. DeMichele and Farhad Nanji are citizens of the United States.
(d)
Title of class of securities:
Common Stock, $0.00001 par value
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
(b)
Percent of class:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. Percentage ownership is based on 674,392,035 shares of Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2025 filed with the Securities and Exchange Commission on November 6, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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.
Not Applicable
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 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.
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.
What percentage of QXO (QXO) does MFN Partners currently own?
MFN Partners and related entities report beneficial ownership of 4.5% of QXO’s common stock. This corresponds to 30,277,326 shares, based on 674,392,035 QXO shares outstanding as of October 30, 2025, as referenced in the company’s quarterly report.
How many QXO shares are reported in MFN Partners’ Schedule 13G/A?
MFN Partners and its affiliates report beneficial ownership of 30,277,326 QXO common shares. All voting and dispositive rights are listed as shared, with no sole voting or dispositive power reported for any of the individual or entity reporting persons in this amendment.
Is MFN Partners a passive or active investor in QXO (QXO)?
MFN Partners files on Schedule 13G/A and certifies the QXO shares are not acquired or held to change or influence control. This indicates a passive investor status, rather than an active control-seeking position, consistent with the Schedule 13G framework.
Who are the reporting persons in the QXO Schedule 13G/A amendment?
The reporting persons are MFN Partners, LP, MFN Partners GP, LLC, MFN Partners Management, LP, MFN Partners Management, LLC, and individuals Michael F. DeMichele and Farhad Nanji. They report shared voting and dispositive power over the same 30,277,326 QXO shares.
What does ‘ownership of 5 percent or less’ mean in this QXO filing?
Item 5 states ownership of 5 percent or less of QXO’s common stock. In this amendment, the reported stake is 4.5%, meaning the MFN group remains a significant shareholder but is below the 5% threshold commonly used for certain reporting and governance considerations.
On what share count is MFN Partners’ 4.5% QXO ownership based?
The 4.5% ownership figure relies on 674,392,035 QXO common shares outstanding as of October 30, 2025. This outstanding share number comes from QXO’s Form 10-Q for the quarter ended September 30, 2025, which is specifically cited in the ownership section.
