QXO, Inc. 8-K

What Happened

• On April 29, 2026, QXO, Inc. filed a prospectus supplement to its Form S-3ASR registration statement (File No. 333-281084, originally filed July 29, 2024) to cover the resale by certain selling stockholders of company securities.
• The prospectus supplement registers (i) 95,876,547 shares of common stock (consisting of 13,066,710 currently outstanding shares and 82,809,837 shares issuable upon conversion of Series C Convertible Perpetual Preferred Stock) and (ii) 192,533 shares of Series C Preferred Stock.
• The company filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to these shares as Exhibit 5.1 (with the firm’s consent included in Exhibit 23.1).

Key Details

• Filing date: April 29, 2026.
• Total common shares covered for resale: 95,876,547 (13,066,710 outstanding + 82,809,837 issuable on conversion).
• Preferred shares covered for resale: 192,533 (Series C Convertible Perpetual Preferred Stock).
• Legal opinion/counsel: Paul, Weiss, Rifkind, Wharton & Garrison LLP (Exhibit 5.1; consent in Exhibit 23.1).

Why It Matters

• The prospectus supplement registers resale by certain selling stockholders; it permits those holders to sell the listed common and preferred shares under the company’s existing registration statement.
• The filing itself does not issue new shares or change outstanding share counts, but it documents that a large block of shares (including shares issuable upon conversion) is cleared for resale under the registration.
• Investors tracking potential changes to trading float, insider or holder selling activity, or the conversion status of the Series C preferred should review this supplement and related filings for the identities of the selling stockholders and any planned sales.