QXO Inc美股招股说明书(2026-01-16版)

Common Stock QXO, Inc. is offering $750,000,000 of shares of its common stock, par value $0.00001 per share(“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus. We intend to use the net proceeds of this offering for general corporate purposes, which may include,among other things, funding future acquisitions of businesses. See “Use of Proceeds.” Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “QXO.”On January 15, 2026, the last reported sale price of our Common Stock on the NYSE was $25.02 per share. See “Risk Factors” beginning on pageS-14of 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. Per ShareTotalPublic offering price$$Underwriting discounts and commissions$$Proceeds before offering expenses, to us$$(1)(1)(2) We have granted the underwriter a 30-day option to purchase up to $112,500,000 of additional sharesof our Common Stock at the public offering price less underwriting discounts and commissions. The underwriter expects to deliver the shares of Common Stock against payment in New York,NewYork on, 2026. Sole Bookrunning Manager TABLE OF CONTENTS Prospectus Supplement PageSummaryS-1Risk FactorsS-14Use of ProceedsS-18CapitalizationS-19Certain Material U.S. Federal Income Tax Considerations for Non-U.S. HoldersS-20UnderwritingS-24Legal MattersS-31ExpertsS-31 Prospectus PAGEAbout This Prospectus1Where You Can Find More Information1Incorporation by Reference2Forward-Looking Statements3The Company4Risk Factors5Selected Financial Data6Use of Proceeds8Description of Capital Stock9Description of the Debt Securities16Description of Depositary Shares25Description of the Warrants28Description of the Rights30Description of the Purchase Contracts31Description of the Units32Selling Securityholders33Plan of Distribution34Legal Matters37Experts37 We have not, and the underwriter has not, authorized anyone to provide you with any information that isnot contained in or incorporated by reference into this prospectus supplement, the accompanying prospectusand any related free writing prospectus that we have prepared. We and the underwriter take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. Youshould assume that the information contained in or incorporated by reference into this prospectus supplement,the accompanying prospectus and any such free writing prospectus is accurate only as of the date of theapplicable document. Our business, financial condition, liquidity, results of operations and prospects may havechanged since those dates. We are not, and the underwriter is not, making an offer to sell these securities in anystate or other jurisdiction where the offer and sale is not permitted. The shares of Common Stock are being offered for sale only in jurisdictions where it is lawful to makesuch offers. The distribution of this prospectus supplement and the accompanying prospectus and theoffering of the shares of Common Stock in certain jurisdictions may be restricted by law. Persons outsidethe United States who receive this prospectus supplement and the accompanying prospectus should informthemselves about and observe any such restrictions. This prospectus supplement and the accompanyingprospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone inany jurisdiction in which such offer or solicitation is not authorized or in which the person making suchoffer or solicitation is not authorized or in which the person making such offer or solicitation is not qualifiedto do so or to any person to whom it is unlawful to make such offer or solicitation. See “Underwriting.” ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering and also supplements and updates information contained in the accompanyingprospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which gives more generalinformation, some of which may not apply to this offering. If the information contained in this prospectussupplement differs or varies from the information contained in the accompanying prospectus, you shouldrely on the information set forth in this prospectus supplement. Unless we specifically state otherwise, the information in this prospectus supplement and theaccompanying prospectus, includin