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S-4 S-4 EX-FILING FEES 0001236275 QXO, Inc. N/A N/A 0001236275 2026-05-15 2026-05-15 0001236275 1 2026-05-15 2026-05-15 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

QXO, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, par value $0.00001 per share Other 571,838,526 $ 11,682,848,972.48 0.0001381 $ 1,613,401.44
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 11,682,848,972.48

$ 1,613,401.44

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 1,613,401.44

Offering Note

1

Rule 457(f) Fee Calculation Details

The Amount Registered represents the estimated maximum number of shares of common stock, par value $0.00001 per share ("QXO common stock"), of QXO, Inc. (the "Registrant") to be issued in the first merger and the other transactions contemplated by the Agreement and Plan of Merger, dated as of April 18, 2026, by and among the Registrant, TopBuild Corp. ("TopBuild"), and the other parties thereto (as may be amended from time to time, the "merger agreement") and is based upon the sum of (a) (i) the stock election exchange ratio pursuant to the merger agreement of 20.200 (the "exchange ratio") multiplied by (ii) 28,144,562 shares of common stock, par value $0.001 per share, of TopBuild ("TopBuild common stock"), which is the maximum number of shares of TopBuild common stock expected to be outstanding as of the closing (including 2,401 shares of TopBuild common stock subject to TopBuild restricted stock awards), assuming that all holders of TopBuild common stock elect to receive stock consideration and QXO elects to increase the maximum stock election number from fifty-five percent (55%) to one-hundred percent (100%), (b) (i) the Option Conversion Amount (as defined in the merger agreement), multiplied by (ii) 54,756 shares of TopBuild common stock underlying outstanding TopBuild stock options, (c) (i) the exchange ratio, multiplied by (ii) 44,526 shares of TopBuild common stock underlying outstanding restricted stock unit awards ("RSUs") and (d)(i) the exchange ratio, multiplied by (ii) 75,468 shares of TopBuild common stock underlying outstanding RSUs of TopBuild subject to performance-based conditions ("PSUs"), which collectively equals 571,838,526 shares of QXO common stock. The Maximum Aggregate Offering Price is estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rules 457(c) and 457(f)(1) under the Securities Act. Such amount equals (a) $412.54, the average of the high and the low prices per share of TopBuild common stock, as reported on the New York Stock Exchange on May 13, 2026, which is within five business days prior to the filing of this Registration Statement on Form S-4, multiplied by (b) 28,319,312, which is the estimated maximum number of shares of TopBuild common stock expected to be outstanding as of the closing (including shares of TopBuild common stock subject to TopBuild restricted stock awards and shares of TopBuild common stock issuable upon the settlement of TopBuild's currently outstanding stock-based awards).
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
28,319,312 $ 412.54 $ 11,682,848,972.48 $ 11,682,848,972.48

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date