Form 8-K · Current Report · Filed 2025-05-27

QXO, Inc. Announces Issuance of Preferred Stock and Amendment to Security Holder Rights

On May 21, 2025, QXO, Inc. entered into an underwriting agreement to issue and sell 10,000,000 depositary shares of 5.50% Series B Mandatory Convertible Preferred Stock at a public offering price of $50 per share. This resulted in net proceeds of approximately $557.6 million after deducting underwriting discounts, commissions, and estimated offering expenses. The offering was made pursuant to the company's registration statement on Form S-3ASR. Additionally, the company modified the rights of security holders by filing a Certificate of Designations on May 27, 2025, which established the preferences and limitations of the Preferred Stock, including a liquidation preference of $1,000 per share. No dividends will be paid on common stock until all dividends on Preferred Stock are paid. Each Depositary Share automatically converts into between 2.4737 and 3.0303 shares of Common Stock by May 15, 2028. The company also filed a legal opinion regarding the legality of the Depositary Shares and Preferred Stock.