0001236275 2026-07-23 2026-07-23 0001236275 1 2026-07-23 2026-07-23 0001236275 2 2026-07-23 2026-07-23 0001236275 1 2026-07-23 2026-07-23 0001236275 2 2026-07-23 2026-07-23 iso4217:USD pure shares S-3 424B7 EX-FILING FEES 333-281084 0001236275 QXO, Inc. N/A false true false S-3 QXO, Inc. false Equity Series C Convertible Perpetual Preferred Stock, par value $0.001 per share true 96267 569320967.74 0.0001381 78623.23 false Equity Common Stock, par value $0.0001 per share, issuable upon conversion of the Series C Convertible Perpetual Preferred Stock true 41405099 0.0001381 0.00 569320967.74 78623.23 0.00 78623.23 0.00 The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"). This "Calculation of Filing Fee Table" shall be deemed to update the "Calculation of Registration Fee" table in the registrant's registration statement on Form S-3ASR (File No. 333-281084) filed with the Securities and Exchange Commission on July 29, 2024 (the "Registration Statement"). In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant initially deferred payment of all of the registration fees for the Registration Statement. Amount Registered represents shares of Series C Convertible Perpetual Preferred Stock ("Series C Preferred Stock") offered by the selling stockholders in this prospectus supplement and includes an indeterminate number of additional shares of Series C Preferred Stock that, pursuant to Rule 416 under the Securities Act, may be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered. Proposed Maximum Offering Price per Unit and Maximum Aggregate Offering Price are estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, calculated using the product of the conversion rate of the Series C Preferred Stock, multiplied by $13.75 per share of common stock, which is the average of the high and low prices of the registrant's common stock as reported on the New York Stock Exchange on July 21, 2026. Amount Registered represents shares of common stock issuable upon conversion of the Series C Preferred Stock being registered under this Registration Statement and includes an indeterminate number of additional shares of common stock that, pursuant to Rule 416 under the Securities Act, may be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered. The shares of our common stock issuable upon conversion of the Series C Convertible Perpetual Preferred Stock will be issued for no additional consideration and therefore, no additional registration fee is required pursuant to Rule 457(i) under the Securities Act. true QXO, Inc. S-4 333-295973 2026-05-18 78623.23 Equity Common Stock, par value $0.00001 per share 255834068 5224840923.66 true QXO, Inc. S-4 333-295973 2026-05-18 78623.23 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 $720,550.53 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 previously offset $43.86 of the total registration fees due under its Registration Statement on Form S-3ASR (File Number 333-297205), filed on July 1, 2026, and the Registrant previously offset $73,341.45 of the total registration fees due under its Registration Statement on Form S-8 (File Number 333-297208), filed on July 1, 2026, leaving a remaining balance of $648,165.22 available for future fee offsets by the Registrant. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this Registration Statement of $78,623.23 from the fees previously paid in connection with the Prior Registration Statement, with $569,541.99 remaining to be applied to future filings. Accordingly, no additional registration fee is being paid in connection with the filing of this Registration Statement.