Schedule 13G/A: Finepoint and Wagner disclose 21.15M QXO shares (3.2%)

Rhea-AI Filing Summary

Amendment No. 1 to a Schedule 13G discloses that Finepoint Capital LP and Herbert Wagner together report beneficial ownership of 21,152,868 shares of QXO, Inc. common stock, representing 3.2% of the outstanding shares based on a total of 670,333,358 shares outstanding after the issuer's offering. Finepoint states it is a registered investment adviser that holds these shares on behalf of affiliated funds and has shared voting and dispositive power over the reported shares; Herbert Wagner is identified as Finepoint's founder and Managing Partner and also reports the same shared powers. The filing is an amendment restating prior disclosures and confirms the ownership figures and classifications reported on the cover pages.

Insights

Securities Analyst

TL;DR: Finepoint and Herbert Wagner report a 3.2% shared stake (21.15M shares) in QXO, disclosed via a Schedule 13G/A.

The filing confirms that Finepoint Capital LP holds 21,152,868 shares with shared voting and dispositive power and that this position represents 3.2% of QXO's common stock on a 670,333,358 share base. As this is a Schedule 13G/A and the cover pages show shared—not sole—voting/dispositive authority, the filing indicates passive investment reporting under the applicable rules rather than an intent to influence control. The amendment restates prior disclosure and aligns ownership figures with the issuer's increased share count after the reported offering.

Corporate Governance Expert

TL;DR: The amendment documents a passive, sub-5% aggregate holding with shared rights—routine disclosure without an apparent control agenda.

The statement identifies Finepoint as an investment adviser to funds that directly hold the securities and names Herbert Wagner as founder/Managing Partner with identical shared voting and dispositive powers over 21,152,868 shares. Because reported ownership is 3.2%, this remains below the threshold that commonly triggers control presumption; the filing structure and certifications indicate the position is held in the ordinary course of business and not for control purposes, per the signatory certification.

FAQ

Who filed this Schedule 13G/A for QXO, Inc. and what do they report?

The filing was made by Finepoint Capital LP and Herbert Wagner, reporting beneficial ownership of 21,152,868 shares, equal to 3.2% of QXO's common stock.

Does Finepoint report sole or shared voting/dispositive power over the shares?

The cover pages state 0 sole voting/dispositive power and 21,152,868 shared voting and shared dispositive power for the Reporting Persons.

What share count did the filing use to calculate the 3.2% ownership figure?

The percentage is based on a total of 670,333,358 shares outstanding after the issuer's offering of 89,887,640 shares, as stated in the filing.

Is the reported position presented as an attempt to influence control of QXO?

No. The certification in Item 10 states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Who signed the Schedule 13G/A on behalf of Finepoint?

The filing is signed on Finepoint's behalf by Stacy L. Vezina, identified as General Counsel and Chief Compliance Officer; Herbert Wagner also signed individually.

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Accepted by SEC EDGAR 08/13/2025 - 10:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

QXO, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Title of Class of Securities)

82846H405

(CUSIP Number)

06/30/2025

(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

Finepoint Capital 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 21,152,868.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,152,868.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,152,868.00

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)

3.2 %

12

Type of Reporting Person (See Instructions)

PN, IA

SCHEDULE 13G

CUSIP No. 82846H405

1

Names of Reporting Persons

Herbert Wagner

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 21,152,868.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 21,152,868.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

21,152,868.00

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)

3.2 %

12

Type of Reporting Person (See Instructions)

IN, HC

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. 1 to Schedule 13G is being filed by Finepoint Capital LP ("Finepoint") and Herbert Wagner (each, a "Reporting Person" and together, the "Reporting Persons"). Finepoint is a registered investment adviser to certain affiliated funds (the "Funds") that directly hold the securities of the Issuer to which this statement relates for the benefit of their respective investors, and in such capacity Finepoint has voting and dispositive power over such securities. Herbert Wagner is the founder of Finepoint and Managing Partner of FPCap LLC, the general partner of Finepoint, and is responsible for the management of the Funds. 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 November 13, 2024 (the "Schedule 13G"). Terms defined in the Schedule 13G are used herein as so defined. The items in this Amendment No. 1 are hereby amended and restated.
(b)	Address or principal business office or, if none, residence: 500 Boylston Street, 24th Floor, Boston, MA 02116
(c)	Citizenship: Finepoint is a Delaware limited partnership. Herbert Wagner is a citizen 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 670,333,358 shares of Common Stock outstanding on June 26, 2025 after the closing of the Issuer's offering of 89,887,640 shares of Common Stock, as reported in the Issuer's final prospectus supplement on Form 425B5, dated June 24, 2025, filed with the Securities and Exchange Commission on June 25, 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 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.

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.

Finepoint Capital LP

Signature:	/s/ Stacy L. Vezina
Name/Title:	General Counsel and Chief Compliance Officer
Date:	08/13/2025

Herbert Wagner

Signature:	/s/ Herbert Wagner
Name/Title:	Herbert Wagner, individually
Date:	08/13/2025