0001236275 2026-07-01 2026-07-01 0001236275 1 2026-07-01 2026-07-01 0001236275 1 2026-07-01 2026-07-01 0001236275 2 2026-07-01 2026-07-01 iso4217:USD pure shares S-3 S-3ASR EX-FILING FEES 0001236275 QXO, Inc. N/A true false S-3 QXO, Inc. false Equity Common Stock, par value $0.00001 per share true 19352 16.41 317566.32 0.0001381 43.86 317566.32 43.86 0.00 43.86 0.00 The number of shares of QXO common stock being registered is based on the number of shares of QXO, Inc. ("QXO") common stock that may be issued upon the vesting and settlement of restricted stock unit awards subject to service-based vesting requirements and restricted stock unit awards subject to performance-based vesting requirements granted under the TopBuild Corp. Amended and Restated 2015 Long Term Stock Incentive Plan and assumed by QXO in connection with its acquisition of TopBuild Corp. ("TopBuild") that are currently outstanding and held by former employees of TopBuild and its subsidiaries, as adjusted by multiplying the number of shares of TopBuild common stock underlying such restricted stock units by 20.200, the ratio under which shares of QXO common stock were issued in exchange for shares of TopBuild common stock to TopBuild stockholders that elected stock consideration pursuant to the terms of that certain Agreement and Plan of Merger, dated as of April 18, 2026, among QXO, Titanium MergerCo, Inc. and Titanium MergerCo 2, LLC, each a wholly owned subsidiary of QXO, and TopBuild. Pursuant to Rule 416 under the Securities Act of 1933, to the extent additional shares of QXO common stock may be issued or issuable as a result of a stock split or other distribution declared at any time by QXO's Board of Directors while this registration statement is in effect, this registration statement is hereby deemed to cover all of such additional common stock. Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933 on the basis of $16.41 per share, which is the average of the high and low prices of QXO common stock on the New York Stock Exchange on June 24, 2026. true QXO, Inc. S-4 333-295973 2026-05-18 43.86 Equity Common Stock, par value $0.00001 per share 255834068 5224840923.66 true QXO, Inc. S-4 333-295973 2026-05-18 43.86 The Registrant previously registered $11,682,848,972.48 in aggregate offering amount of common stock pursuant to the Registration Statement on Form S-4 (File Number 333-295973) filed on May 18, 2026, as amended by Pre-Effective Amendment No. 1 filed on May 29, 2026 and Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 filed on July 1, 2026 (the "Prior Registration Statement"). The offering of shares as merger consideration was completed on July 1, 2026; upon completion of the offering, there were unsold shares as merger consideration remaining for which a filing fee of $721,550.53 had been paid that may be used as an offset against future filings. The Registrant expects to offset the registration fee due hereunder by an amount of fees that was previously paid with respect to such unsold shares under the Prior Registration Statement pursuant to Rule 457(p) under the Securities Act. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this Registration Statement of $43.86 from the fees previously paid in connection with the Prior Registration Statement, with $721,506.67 remaining to be applied to future filings. Accordingly, no additional registration fee is being paid in connection with the filing of this Registration Statement.