QXO 8-K
QXO, Inc. (QXO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone
number, including area code:
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 | ||
| | ||||
| , each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share |
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 8.01 | Other Events. |
On July 23, 2026, QXO, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-281084), filed with the SEC on July 29, 2024 (the “Registration Statement”), covering the resale by certain selling stockholders named therein of (i) 41,405,099 shares of the Company’s common stock (“Common Stock”) issuable upon the conversion of shares of the Company’s Series C Convertible Perpetual Preferred Stock (“Preferred Stock”) and (ii) 96,267 shares of Preferred Stock. The Prospectus Supplement was filed by the Company in satisfaction of its obligations to register the Preferred Stock and Common Stock pursuant to the Investment Agreement, dated as of January 5, 2026, among the Company and the investors party thereto.
A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 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). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 23, 2026
| QXO, INC. | ||
| By: | /s/ Christopher Signorello | |
| Christopher Signorello | ||
| Chief Legal Officer | ||
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
July 23, 2026
QXO,
Inc.
Five American Lane
Greenwich, Connecticut 06831
Registration
Statement on Form S-3ASR
(Registration No. 333-281084)
Ladies and Gentlemen:
We have acted as special counsel to QXO, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3ASR (File No. 333-281084) (the “Registration Statement”), which became effective on July 29, 2024. You have asked us to furnish our opinion as to the legality of (i) 41,405,099 shares (the “Converted Shares”) of common stock of the Company, par value $0.00001 per share (the “Common Stock”), issuable upon the conversion of the Company’s Series C Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and (ii) 96,267 shares (the “Preferred Shares”) of Preferred Stock, all of which are registered under the Registration Statement and which are being offered and sold by certain stockholders of the Company.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
| 1. | the Registration Statement; |
| 2. | the base prospectus dated July 29, 2024 (the “Base Prospectus”); |
| 3. | the prospectus supplement dated July 23, 2026 (the “Prospectus Supplement”); and |
| 4. | the Certificate of Designations, Preferences and Rights of Series C Convertible Perpetual Preferred Stock of the Company (as amended, the “Certificate of Designation”). |
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and by-laws, as amended, of the Company certified by the Company as in effect on the date of this letter, (ii) copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company and (iii) such other certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon oral and written statements of officers and representatives of the Company as to factual matters and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
| QXO, Inc. | 2 |
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
| 1. | The Converted Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered as contemplated in the Certificate of Designation, the Converted Shares will be validly issued, fully paid and non-assessable. |
| 2. | The Preferred Shares have been duly authorized by all necessary corporate action on the part of the Company and the Preferred Shares are validly issued, fully paid and non-assessable. |
The opinions expressed above are limited to the Delaware General Corporation Law. Our opinions are rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof, and to the use of our name under the heading “Legal Matters” in the Base Prospectus included in the Registration Statement and in the Prospectus Supplement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |