Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
QXO, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
82846H405 (CUSIP Number) |
Ian Brekke Affinity Partners GP LP, 16690 Collins Avenue Sunny Isles Beach, FL, 33160 786-815-9041 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 82846H405 |
| 1 |
Name of reporting person
Affinity Partners Fund I LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
164,310.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
* Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the "Q2 10-Q"), filed with the Securities and Exchange Commission ("SEC") on August 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 82846H405 |
| 1 |
Name of reporting person
Affinity Partners Parallel Fund I LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,247,069.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
* Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 82846H405 |
| 1 |
Name of reporting person
Affinity Partners GP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,671,542.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
* Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 82846H405 |
| 1 |
Name of reporting person
Affinity QXO 1 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,260,163.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 82846H405 |
| 1 |
Name of reporting person
Affinity Partners Fund I Co-Invest GP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,260,163.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
* Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q.
SCHEDULE 13D
|
| CUSIP No. | 82846H405 |
| 1 |
Name of reporting person
Jared Kushner | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,698,176.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Includes 12,111 restricted stock units ("RSUs") that represent a contingent right to receive, upon settlement, one share of Common Stock that vest in full on the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Mr. Kushner's continued service as a director of the Issuer. Mr. Kushner has agreed to transfer the shares of Common Stock underlying the RSUs that vest and settle to certain of the Affinity funds. Mr. Kushner disclaims beneficial ownership over the shares underlying the RSUs. ** Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
QXO, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Five American Lane, Greenwich,
CONNECTICUT
, 06831. | |
Item 1 Comment:
This Amendment No. 1 to the statement on Schedule 13D (this "Amendment"), jointly filed on behalf of Affinity Partners Fund I LP ("Affinity LP"), Affinity Partners Parallel Fund I LP ("Affinity Parallel LP"), Affinity QXO 1 LLC ("Affinity QXO"), Affinity Partners GP LP ("Affinity GP"), Affinity Partners Fund I Co-Invest GP LP ("Co-Invest GP") and Jared Kushner (collectively, the "Reporting Persons"), amends and supplements the Schedule 13D filed by the Reporting Persons on May 6, 2025 (the "Original Schedule 13D"). Capitalized terms used and not defined in this Amendment have the meanings ascribed in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
This Amendment is being filed to report a decrease in the percentages of Common Stock beneficially owned by the Reporting Persons due to dilution caused by the issuance of additional shares of Common Stock by the Issuer, and not in connection with a disposition of Common Stock by the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in Item 4 and on the cover pages of this Amendment is incorporated by reference in its entirety into this Item 5. As of the date hereof, (i) Affinity LP may be deemed to be the beneficial owner of 164,310 shares of Common Stock, representing less than 0.1% of the outstanding shares of Common Stock, (ii) Affinity Parallel LP may be deemed to be the beneficial owner of 16,247,069 shares of Common Stock, representing approximately 2.4% of the outstanding shares of Common Stock, (iii) Affinity QXO may be deemed to be the beneficial owner of 16,260,163 shares of Common Stock, representing approximately 2.4% of the outstanding shares of Common Stock, (iv) Affinity GP may be deemed to be the beneficial owner of 32,671,542 shares of Common Stock, representing approximately 4.9% of the outstanding shares of Common Stock, (v) Co-Invest GP may be deemed to be the beneficial owner of 16,260,163 shares of Common Stock, representing approximately 2.4% of the outstanding shares of Common Stock and (vi) Mr. Kushner may be deemed to be the beneficial owner of 32,698,176 shares of Common Stock (which includes 12,111 RSUs), representing approximately 4.9% of the outstanding shares of Common Stock, in each case of this, based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q. | |
| (b) | See Item 5(a) above. | |
| (c) | The Reporting Persons have not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Amendment. | |
| (d) | Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock beneficially owned by the Reporting Persons as described in this Item 5. | |
| (e) | On June 26, 2025, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer's Common Stock. As a result, this Amendment serves as an exit filing for each of the Reporting Persons. | |
| Item 7. | Material to be Filed as Exhibits. | |
The following document is filed as an exhibit hereto: 99.1 Joint Filing Agreement dated May 6, 2025, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D filed with the Securities and Exchange Commission on May 6, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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