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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):
June 24, 2025
| 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 June 24, 2025, QXO, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co.
LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), pursuant to which the
Company agreed to sell 89,887,640 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”),
at a public offering price of $22.25 per share (the “Offering”). In connection with the Offering, the Company granted the
Underwriters an option to purchase up to an additional 13,483,146 shares of Common Stock. The Company expects to receive net proceeds
from the Offering, after deducting underwriting discounts and commissions, of approximately $1,977.5 million
(or approximately $2,274.2 million if the Underwriters exercise in full their 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 Underwriters
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 June 24, 2025, and a final prospectus supplement,
dated June 24, 2025, filed with the SEC on June 25, 2025 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.
On June 24, 2025, 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 June 24, 2025, by and among Q XO, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as the underwriters named in Schedule I thereto. |
| 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 June 24, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 26, 2025
| | QXO, INC. |
| | |
|
| By: |
/s/ Christopher Signorello |
| |
Name: | Christopher Signorello |
| |
Title: | Chief Legal Officer |
