QXO secures $1.145B convertible preferred investment from Apollo for acquisitions

QXO, Inc.

Apollo and other investors commit up to $1.145B for new Series C convertible perpetual preferred stock at $10,000/share.
Preferred dividend 4.75% per annum; initial conversion price $23.25 per share; conversion option at holder's request.
Proceeds for qualifying acquisitions >$1.5B; initial commitment period ends July 15, 2026, extendable up to 12 months.
Company may force conversion after 2 years if stock price exceeds 175% of conversion price; redemption after 7 years.
Standstill restricts Apollo from exceeding 7.5% beneficial ownership; transfer restrictions until April 2027.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

QXO, Inc. entered into Investment Agreement with AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc. and the other investors party thereto valued at $1,145 million (effective 2026-01-05).

Action: entry
Agreement: equity purchase
Counterparty: AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc. and the other investors party thereto
Value: $1,145 million
Effective: 2026-01-05

Exact text from the filing

On January 5, 2026, QXO, Inc. (“QXO” or the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc. (together with its affiliates, the “Apollo Investor”) and the other investors party thereto (and, together with the Apollo Investor, the “Convertible Preferred Investors”).

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Source: SEC EDGAR

accession 0001104659-26-000366

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