QXO Inc美股招股说明书(2026-07-23版)

This prospectus supplement relates to the resale by the selling stockholders identified in this prospectussupplement (the “selling stockholders”) of (i)41,405,099 shares of common stock, par value $0.00001 pershare (“common stock”), of QXO, Inc. (“QXO” or the “Company”) issuable upon conversion of shares ofSeriesC Preferred Stock (as defined below), and (ii)96,267 shares of SeriesC Convertible PerpetualPreferred Stock of the Company, par value $0.001 per share (the “SeriesC Preferred Stock”). We will notreceive any proceeds from the sale of the shares offered by this prospectus supplement. The selling stockholders may sell the shares on any national shares exchange or quotation service onwhich the shares may be listed or quoted at the time of sale, on the over-the-counter market, in one or moretransactions otherwise than on these exchanges or systems, such as privately negotiated transactions, orusing a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale,at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” for moreinformation about how the selling stockholders may sell or otherwise dispose of their shares hereunder. The selling stockholders may sell any, all or none of the shares offered by this prospectus supplementand we do not know when or in what amounts the selling stockholders may sell their shares hereunder. Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “QXO.”On July 22, 2026, the last reported sale price of our common stock on the NYSE was $13.85 per share. See “Risk Factors” beginning on pageS-4of this prospectus supplement and in the documentsincorporated by reference in this prospectus supplement to read about factors you should consider beforebuying our shares. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these shares or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus Supplement dated July 23, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiMARKET AND INDUSTRY INFORMATIONS-iiiTRADEMARKS AND TRADE NAMESS-iiiWHERE YOU CAN FIND MORE INFORMATIONS-iiiINCORPORATION BY REFERENCES-ivFORWARD-LOOKING STATEMENTSS-vSUMMARYS-1RISK FACTORSS-4USE OF PROCEEDSS-7SELLING STOCKHOLDERSS-8PLAN OF DISTRIBUTIONS-15LEGAL MATTERSS-17EXPERTSS-17 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 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 provides 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. We and the selling stockholders have not authorized anyone to provide you with information or to makeany representation other than the information and representations contained or incorporated by reference inthis prospectus supplement and the accompanying prospectus and the documents incorporated by referenceherein and therein, along with the information contained in any permitted free writing prospectuses we haveauthorized for use in connection with this offering. We and the selling stockholders take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholders are offering to sell, and seeking offers to buy, our shares only in jurisdictionswhere offers and sales are permitted. For investors outside the United States, we and the sellingstockholders have not done anything that would permit this offering or possession or distribution of thisprospectus supplement, the accompanying prospectus and in any free writing prospectus that we haveauthorized for use in connection with this offering in any jurisdiction where action for that purpose isrequired, other than in the United States. Persons outside the United States who come into possession of