Material Event Form 8 K

On July 29, 2024, QXO, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") a prospectus supplement to the prospectus included in the Company's registration statement on Form S-3ASR (File No. 333-281084), also filed with the SEC on July 29, 2024 (the "Registration Statement"), covering the resale by certain selling securityholders named therein of an aggregate of (i) 789,549,465 shares of the Company's common stock, consisting of (A) 395,331,333 shares of common stock outstanding, (B) 197,109,067 shares of common stock issuable upon the conversion of shares of the Company's Convertible Perpetual Preferred Stock ("Preferred Stock") and (C) 197,109,065 shares of common stock issuable upon the exercise of warrants to purchase common stock (the "Warrants"), (ii) 900,000 shares of Preferred Stock and (iii) 197,109,065 Warrants, and covering the issuance by the Company of up to 261,010,074 shares of common stock issuable upon the exercise of 219,010,074 Warrants and 42,000,000 pre-funded warrants to purchase common stock.

A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the securities 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.