QXO Inc美股招股说明书(2025-04-16版)

TABLE OF CONTENTS The information in this prospectus supplement is not complete and may be changed. This prospectussupplement and the accompanying prospectus are not an offer to sell these securities and they are notsoliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 424(b)(5)Registration No. 333-281084 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated July 29, 2024) Common Stock QXO, Inc. is offering $500,000,000 of shares of its common stock, par value $0.00001 per share (“CommonStock”), pursuant to this prospectus supplement and the accompanying prospectus. On March 20, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BeaconRoofing Supply, Inc., a Delaware corporation (“Beacon”), and Queen MergerCo, Inc., a Delaware corporation andwholly owned subsidiary of QXO (“Merger Sub”), pursuant to which we agreed to acquire Beacon (the“Acquisition”). We intend to use the net proceeds from this offering to pay a portion of the consideration for the Acquisitionand to pay fees and expenses related to the Transactions described herein; however, this offering is not contingentupon the consummation of the Acquisition. If the Acquisition is not consummated, we intend to use the net proceedsfrom this offering for general corporate purposes. See “Use of Proceeds.” Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “QXO.” On April15, 2025, the last reported sale price of our Common Stock on the NYSE was $14.52 per share. See “Risk Factors” beginning on page S-13 of this prospectus supplement and in the documentsincorporated by reference in this prospectus supplement to read about factors you should consider beforebuying shares of our Common Stock. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters have agreed to purchase the shares of our Common Stock at a price of $per share, whichwill result in approximately $million of aggregate proceeds to us before expenses (or $million if theunderwriters' option to purchase additional shares of our Common Stock is exercised in full). The underwriterspropose to offer the shares for sale from time to time in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at pricesrelated to prevailing market prices or at negotiated prices, subject to receipt of acceptance by them and subject totheir right to reject any order in whole or in part. See “Underwriting” for additional information regardingunderwriter compensation. We have granted the underwriters an option to purchase up to $75,000,000 of additional shares of our CommonStock at the same price per share as the other shares of our Common Stock purchased by the underwriters in thisoffering. The underwriters expect to deliver the shares of Common Stock against payment in New York, New York on, 2025. Joint-Bookrunners and Managers Goldman Sachs & Co. LLC Morgan Stanley Prospectus Supplement dated , 2025. TABLE OF CONTENTS Prospectus Supplement PageSummaryS-1The OfferingS-8Risk FactorsS-13Use of ProceedsS-27CapitalizationS-28Management’s Discussion and Analysis of Financial Condition and Results of Operations of BeaconS-29Business of BeaconS-40Certain Material U.S. Federal Income Tax Considerations for Non-U.S. HoldersS-46UnderwritingS-50Legal MattersS-57ExpertsS-57 Prospectus PageAbout This Prospectus1Where You Can Find More Information2Incorporation by Reference2Forward-Looking Statements3The Company5Risk Factors6Selected Financial Data7Use of Proceeds9Description of Capital Stock10Description of the Debt Securities16Description of the Depositary Shares25Description of the Warrants28Description of the Rights30Description of the Purchase Contracts31Description of the Units32Selling Securityholders33Plan of Distribution34Legal Matters37Experts37 TABLE OF CONTENTS We have not, and the underwriters have not, authorized anyone to provide you with any informationthat is not contained in or incorporated by reference into this prospectus supplement, the accompanyingprospectus and any related free writing prospectus that we have prepared. We and the underwriters take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others maygive you. You should assume that the information contained in or incorporated by reference into thisprospectus supplement, the accompanying prospectus and any such free writing prospectus is accurate onlyas of the date of the applicable document. Our business, financial condition, liquidity, results of operationsand prospects, or thos