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SCHEDULE 13D/A 0001140361-25-017533 0002059583 XXXXXXXX LIVE 1 Common Stock, par value $0.00001 per share 08/14/2025 false 0001236275 82846H405 QXO, Inc. Five American Lane Greenwich CT 06831 Ian Brekke 786-815-9041 Affinity Partners GP LP 16690 Collins Avenue Sunny Isles Beach FL 33160 Y Affinity Partners Fund I LP AF DE 0 164310 0 164310 164310 N 0.1 PN * 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. Y Affinity Partners Parallel Fund I LP AF E9 0 16247069 0 16247069 16247069 N 2.4 PN * Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q. 0002059583 Affinity Partners GP LP AF DE 0 32671542 0 32671542 32671542 N 4.9 PN * Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q. Y Affinity QXO 1 LLC AF DE 0 16260163 0 16260163 16260163 N 2.4 OO * Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q. Y Affinity Partners Fund I Co-Invest GP LP AF DE 0 16260163 0 16260163 16260163 N 2.4 PN * Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q. Y Jared Kushner AF X1 26634 32671542 26634 32671542 32698176 N 4.9 IN * 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. Common Stock, par value $0.00001 per share QXO, Inc. Five American Lane Greenwich CT 06831 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. 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. 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. See Item 5(a) above. 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. 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. 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. 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). Affinity Partners Fund I LP /s/ Ian Brekke Ian Brekke / Authorized Signatory 08/14/2025 Affinity Partners Parallel Fund I LP /s/ Ian Brekke Ian Brekke / Authorized Signatory 08/14/2025 Affinity Partners GP LP /s/ Ian Brekke Ian Brekke / Authorized Signatory 08/14/2025 Affinity QXO 1 LLC /s/ Ian Brekke Ian Brekke / Authorized Signatory 08/14/2025 Affinity Partners Fund I Co-Invest GP LP /s/ Ian Brekke Ian Brekke / Authorized Signatory 08/14/2025 Jared Kushner /s/ Jared Kushner Jared Kushner 08/14/2025