QXO Upsizes Convertible Preferred Equity Placement to $3 Billion (Form 8-K)

QXO Upsizes Convertible Preferred Equity Placement to $3 Billion

Apollo and Temasek Lead Expanded Capital Commitment to Fund Future Acquisitions

GREENWICH, Conn. - January 12, 2026 - QXO, Inc. (NYSE: QXO) (the "Company" or "QXO") today announced a $1.8 billion increase to its previously announced $1.2 billion financing led by funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) ("Apollo"), bringing the total investment in QXO to $3 billion. Apollo, Temasek, and certain other investors have agreed to make the investment through the previously disclosed series of convertible perpetual preferred stock (the "Series C Preferred Stock"). The investment further strengthens QXO's financial flexibility to pursue strategic acquisition opportunities.

Under the investment agreement, the investors have committed to purchase Series C Preferred Stock to fund one or more qualifying acquisitions through July 15, 2026. This commitment will be extended for up to an additional 12 months if a definitive acquisition agreement is executed before the initial commitment period expires. Any issuance of the Series C Preferred Stock will close at or around the closing of the qualifying acquisition(s).

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering. The securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be reoffered or resold in the United States except through an effective registration statement or an applicable exemption from the registration requirements. The Company has agreed to use commercially reasonable efforts to file a prospectus supplement with the Securities and Exchange Commission ("SEC") to register the resale of the Series C Preferred Stock and underlying common stock issuable upon conversion.