Material Event (Form 8-K)

On July 23, 2026, QXO, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") a prospectus supplement (the "Prospectus Supplement") to the prospectus included in the Company's registration statement on Form S-3ASR (File No. 333-281084), filed with the SEC on July 29, 2024 (the "Registration Statement"), covering the resale by certain selling stockholders named therein of (i) 41,405,099 shares of the Company's common stock ("Common Stock") issuable upon the conversion of shares of the Company's Series C Convertible Perpetual Preferred Stock ("Preferred Stock") and (ii) 96,267 shares of Preferred Stock. The Prospectus Supplement was filed by the Company in satisfaction of its obligations to register the Preferred Stock and Common Stock pursuant to the Investment Agreement, dated as of January 5, 2026, among the Company and the investors party thereto.

A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.