MFN Group Files Schedule 13G/A Disclosing 6.3% Ownership in QXO

Rhea-AI Filing Summary

MFN Partners and related entities report holding 42,304,350 shares of QXO, Inc. common stock, representing 6.3% of the outstanding class. The position is held directly by MFN Partners, LP and is reported across six related reporting persons including MFN Partners GP, MFN Partners Management and two individuals, Michael F. DeMichele and Farhad Nanji. Percentage ownership is calculated on 673,556,656 shares outstanding as of August 7, 2025. The filing states the shares were not acquired to change or influence control of the issuer and disclaims beneficial ownership except to the extent of each filer’s pecuniary interest.

Positive

• Clear disclosure of a 6.3% stake in QXO with exact share count of 42,304,350 shares
• Consistent reporting across affiliated entities and individuals, showing unified position and transparent chain of control
• Filing under Schedule 13G/A with a certification that shares were not acquired to change control, indicating passive intent

Negative

• No additional detail on acquisition dates or cost basis of the reported shares
• Filing does not specify whether any voting arrangements or agreements exist beyond the disclosed shared voting power

Insights

Securities Analyst

TL;DR: MFN group holds a notable passive stake of 6.3% in QXO, disclosed via Schedule 13G/A.

The filing shows a consolidated position of 42,304,350 shares held by MFN Partners, with identical shared voting and dispositive power reported by affiliated entities and two individual managing members. The use of Schedule 13G/A and the certification that shares were not acquired to influence control indicate a passive investor stance under applicable rules. Ownership is material enough to require public disclosure but below thresholds typically associated with control proposals.

Corporate Governance Specialist

TL;DR: Reporting structure reflects standard disclosure for an investment partnership and its managers.

The group structure—partnership, GP, management entities and individual managers—is clearly delineated and consistent across cover pages. The identical figures for shared voting and dispositive power across filers imply centralized decision-making within the MFN group. The explicit disclaimer of beneficial ownership except for pecuniary interest and the certification language help clarify intent and regulatory positioning.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

QXO, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Title of Class of Securities)

82846H405

(CUSIP Number)

09/08/2025

(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 42,304,350.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 42,304,350.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,304,350.00

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)

6.3 %

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 42,304,350.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 42,304,350.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,304,350.00

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)

6.3 %

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 42,304,350.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 42,304,350.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,304,350.00

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)

6.3 %

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 42,304,350.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 42,304,350.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,304,350.00

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)

6.3 %

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 42,304,350.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 42,304,350.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,304,350.00

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)

6.3 %

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

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 42,304,350.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 42,304,350.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

42,304,350.00

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)

6.3 %

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. 2 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 and Amendment No. 1 thereto filed on February 12, 2025 (as so amended, the "Schedule 13G"). Terms defined in the Schedule 13G are used herein as so defined. The items in this Amendment No. 2 are hereby amended and restated. 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: c/o MFN Partners Management, LP, 222 Berkeley Street, 13th Floor, Boston, MA 02116
(c)	Citizenship: 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 is a citizen of the United States and Farhad Nanji is citizen of Canada.
(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 673,556,656 shares of Common Stock outstanding as of August 7, 2025, as reported in the Issuer's Report on Form 10-Q for the period ended June 30, 2025 filed with the Securities and Exchange Commission on August 14, 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.
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.

MFN Partners, LP

Signature:	/s/ Jonathan Reisman
Name/Title:	Jonathan Reisman, Authorized Person
Date:	09/10/2025

MFN Partners GP, LLC

Signature:	/s/ Jonathan Reisman
Name/Title:	Jonathan Reisman, Authorized Person
Date:	09/10/2025

MFN Partners Management, LP

Signature:	/s/ Jonathan Reisman
Name/Title:	Jonathan Reisman, Authorized Person
Date:	09/10/2025

MFN Partners Management, LLC

Signature:	/s/ Jonathan Reisman
Name/Title:	Jonathan Reisman, Authorized Person
Date:	09/10/2025

Michael F. DeMichele

Signature:	/s/ Michael F. DeMichele
Name/Title:	Michael F. DeMichele, individually
Date:	09/10/2025

Farhad Nanji

Signature:	/s/ Farhad Nanji
Name/Title:	Farhad Nanji, individually
Date:	09/10/2025

FAQ

What stake in QXO, Inc. does MFN Partners report?

The filers report ownership of 42,304,350 shares, representing 6.3% of QXO's common stock based on 673,556,656 shares outstanding as of August 7, 2025.

Which entities filed the Schedule 13G/A for QXO, Inc.?

The filing was submitted by MFN Partners, LP, MFN Partners GP, LLC, MFN Partners Management, LP, MFN Partners Management, LLC, and individuals Michael F. DeMichele and Farhad Nanji.

Does the filing indicate intent to influence control of QXO?

No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

How is voting and dispositive power reported for the shares?

Each reporting person discloses 0 sole voting and dispositive power and 42,304,350 shared voting and dispositive power for the reported shares.

On what outstanding share count is the 6.3% calculated?

The percentage is based on 673,556,656 shares of common stock outstanding as of August 7, 2025, per the issuer's report for the period ended June 30, 2025.