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    QXO Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

    6/26/25 7:01:28 AM ET
    $QXO
    EDP Services
    Technology
    Get the next $QXO alert in real time by email
    false 0001236275 0001236275 2025-06-24 2025-06-24 0001236275 us-gaap:CommonStockMember 2025-06-24 2025-06-24 0001236275 QXO:DepositarySharesMember 2025-06-24 2025-06-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): June 24, 2025

     

    QXO, INC.
    (Exact name of registrant as specified in its charter)

     

    Delaware   001-38063   16-1633636
    (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

     

    Five American Lane
    Greenwich, Connecticut
      06831
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: 888-998-6000

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

      ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

      ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

      ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

      ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class    Trading Symbol(s)   Name of each exchange on which
    registered
    Common stock, par value $0.00001 per share     QXO    New York Stock Exchange
    Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share   QXO.PRB   New York Stock Exchange

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ¨

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

     

     

     

     

     

    Item 1.01Entry into a Material Definitive Agreement.

     

    On June 24, 2025, QXO, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), pursuant to which the Company agreed to sell 89,887,640 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a public offering price of $22.25 per share (the “Offering”). In connection with the Offering, the Company granted the Underwriters an option to purchase up to an additional 13,483,146 shares of Common Stock. The Company expects to receive net proceeds from the Offering, after deducting underwriting discounts and commissions, of approximately $1,977.5 million (or approximately $2,274.2 million if the Underwriters exercise in full their 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 Underwriters 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 June 24, 2025, and a final prospectus supplement, dated June 24, 2025, filed with the SEC on June 25, 2025 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 8.01Other Events.

     

    On June 24, 2025, 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 9.01Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    1.1   Underwriting Agreement, dated June 24, 2025, by and among Q XO, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as the underwriters named in Schedule I thereto.
    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 June 24, 2025.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

     2 

     

     

    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: June 26, 2025

     

     QXO, INC.
        
    By: /s/ Christopher Signorello
      Name:Christopher Signorello
      Title:Chief Legal Officer

     

     3 

     

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