QXO, Inc. 8-K

What Happened

• On July 23, 2026, QXO, Inc. filed a prospectus supplement to its Form S-3ASR registration statement (File No. 333-281084) to register the resale by certain selling stockholders of (i) 41,405,099 shares of common stock issuable upon conversion of Series C Convertible Perpetual Preferred Stock and (ii) 96,267 shares of Series C Preferred Stock.
• The Prospectus Supplement was filed to satisfy the Company’s registration obligations under the Investment Agreement dated January 5, 2026. The company also filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1.

Key Details

• Filing date: July 23, 2026.
• Common shares covered: 41,405,099 shares issuable upon conversion of Series C Preferred.
• Preferred shares covered: 96,267 shares of Series C Convertible Perpetual Preferred Stock.
• Investment Agreement effective date: January 5, 2026; legal opinion included as Exhibit 5.1.

Why It Matters

• This filing registers the resale of the specified preferred shares and the common shares that may be issued on conversion, enabling the named selling stockholders to offer those shares under the existing registration statement.
• If conversions occur or the selling stockholders sell the registered shares, the number of shares available for public trading will increase, so investors should monitor subsequent filings and resale activity for updates on actual issuance or sales.