QXO Announces Pricing of Upsized Concurrent Offerings of Common Stock and Depositary Shares

QXO, Inc. (NYSE: QXO) (“QXO” or the “Company”) announced today the pricing of its previously announced separate underwritten public offerings of (i) 48,484,849 shares of its common stock (“Common Stock”) at a public offering price of $16.50 per share (the “Common Stock Offering”), and (ii) $500 million of depositary shares (“Depositary Shares”), each representing a 1/20th interest in a share of newly issued 5.50% Series B Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”), of the Company at a public offering price of $50.00 per Depositary Share (the “Depositary Shares Offering” and, together, the “Offerings”). QXO has granted the underwriters in each respective Offering a 30-day option to purchase up to an additional (i) 7,272,727 shares of its Common Stock and (ii) $75 million of Depositary Shares, solely to cover over-allotments, if any. The Offerings are not contingent upon each other. The Common Stock Offering is expected to close on May 23, 2025, and the Depositary Shares Offering is expected to close on May 27, 2025, subject to customary closing conditions.

The gross proceeds from the Common Stock Offering will be $800 million (assuming the underwriters do not exercise the option to purchase additional shares of Common Stock) and the gross proceeds from the Depositary Shares Offering will be $500 million (assuming the underwriters do not exercise the over-allotment option to purchase additional Depositary Shares). QXO intends to use the net proceeds from the Offerings to repay indebtedness under the Company’s senior secured term loan facility, which will strengthen the Company’s position with respect to future acquisition opportunities.

Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement. The Mandatory Convertible Preferred Stock will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of Common Stock or in any combination of cash and Common Stock) at a rate per annum equal to 5.50% on the liquidation preference thereof, which is $1,000 per share plus accumulated and unpaid dividends, payable when, as and if declared by QXO’s board of directors (or an authorized committee thereof), on February 15, May 15, August 15 and November 15 of each year, beginning on August 15, 2025 and ending on, and including, May 15, 2028. Unless earlier converted, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert, for settlement on or about May 15, 2028, into between 49.4740 and 60.6060 shares of Common Stock (and, correspondingly, each Depositary Share will automatically convert into between 2.4737 and 3.0303 shares of Common Stock), subject to certain anti-dilution and other adjustments. Other than during a fundamental change conversion period (as defined in the prospectus supplement relating to the Depositary Shares Offering), at any time prior to the mandatory conversion settlement date, a holder of 20 Depositary Shares may cause the bank depositary to convert one share of Mandatory Convertible Preferred Stock, on such holder’s behalf, into a number of shares of Common Stock equal to the minimum conversion rate of 49.4740, subject to certain anti-dilution and other adjustments. Currently, there is no public market for the Depositary Shares or the Mandatory Convertible Preferred Stock. QXO has applied to list the Depositary Shares on the New York Stock Exchange under the symbol “QXO.PRB.”