QXO Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| , each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share |
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 15, 2026, QXO, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. (the “Underwriter”), pursuant to which the Company agreed to sell 31,645,570 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a public offering price of $23.80 per share (the “Offering”). In connection with the Offering, the Company granted the Underwriter an option to purchase up to an additional 4,746,835 shares of Common Stock. The Company expects to receive net proceeds from the Offering, after deducting underwriting discounts and commissions, of approximately $750 million (or approximately $862.5 million if the Underwriter exercises in full its 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 Underwriter 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 January 15, 2026, and a final prospectus supplement, dated January 15, 2026, filed with the SEC on January 16, 2026 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.
| Item 8.01 | Other Events. |
On January 15, 2026, 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 January 15, 2026, by and among Q XO, Inc. and BofA Securities, Inc., as the underwriter. | |
| 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 January 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: January 20, 2026
| QXO, INC. | |||
| By: | /s/ Christopher Signorello | ||
| Name: Christopher Signorello | |||
| Title: Chief Legal Officer | |||
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