SCHEDULE 13D: Affinity Partners and Jared Kushner Disclose Significant Stake in QXO, Inc. Through $350 Million Private Placements

Affinity Partners, including entities controlled by Jared Kushner, have disclosed a beneficial ownership of approximately 6.3% in QXO, Inc. common stock following two private placements totaling over $350 million.

Summary

• Affinity Partners Fund I LP, Affinity Partners Parallel Fund I LP, Affinity QXO 1 LLC, Affinity Partners GP LP, Affinity Partners Fund I Co-Invest GP LP, and Jared Kushner (collectively, the "Reporting Persons") have filed a Schedule 13D disclosing their beneficial ownership in QXO, Inc.
• The Reporting Persons collectively beneficially own 32,671,542 shares of QXO, Inc. Common Stock, representing approximately 6.3% of the outstanding shares as of April 29, 2025.
• This stake was acquired through two private placements: Private Placement I and Private Placement II.
• Private Placement I, which closed on July 25, 2024, involved the purchase of 16,247,069 shares by Affinity Parallel LP and 164,310 shares by Affinity LP, both at $9.14 per share, for an aggregate of $150,000,004.06.
• Private Placement II, which closed on April 29, 2025, involved the purchase of 16,260,163 shares by Affinity QXO 1 LLC at $12.30 per share, for an aggregate of $200,000,004.90.
• The total investment across both private placements amounts to approximately $350,000,009.
• Jared Kushner, who controls a majority of the ownership of Affinity Partners GP LP and Affinity Partners Fund I Co-Invest GP LP, has shared voting and dispositive power over all 32,671,542 shares.
• The Reporting Persons acquired the Common Stock for investment purposes and intend to review their investment on a continuing basis, potentially acquiring or disposing of additional securities.
• Jared Kushner was appointed to the Board of Directors of QXO, Inc. on July 25, 2024.

Sentiment

Score: 8

Explanation: The sentiment is positive due to a substantial capital injection from a notable investment group, indicating confidence in the company. The strategic intent to engage with management and the board, coupled with a board appointment, suggests a constructive and potentially value-additive partnership. The private placement structure also avoids immediate market dilution from a public offering.

Positives

• The significant capital infusion of over $350 million through private placements demonstrates strong investor confidence in QXO, Inc.
• The involvement of Affinity Partners and Jared Kushner, a director of the Issuer, suggests a strategic alignment and potential for active engagement in the company's future direction.
• The company has secured substantial funding without resorting to public offerings, which can be more dilutive or costly.

Risks

• The ability to sell or transfer Purchased Shares is subject to securities law transfer restrictions, and they may not be readily liquid.
• The Company may delay or suspend the effectiveness or use of the registration statement for resale of shares under certain circumstances (Suspension Events), which could impact the Investor's ability to sell shares.
• The investment is subject to substantial risks, including those set forth in the Company's SEC filings.
• Future acquisitions or dispositions by the Reporting Persons could impact the market price of QXO, Inc. common stock.
• The consummation of Private Placement II was contingent on the closing of a merger with Beacon Roofing Supply, Inc., introducing transaction-specific risks.

Future Outlook

The Reporting Persons acquired the Common Stock for investment purposes and will continuously review their investment. They may acquire additional securities or dispose of existing ones through various means. They intend to engage in discussions with QXO, Inc.'s Board of Directors and management regarding operational and strategic matters, including business, capital structure, governance, management, strategy, potential financings, business combinations, and other strategic alternatives. They also reserve the right to change their intentions based on factors such as the Issuer's prospects, market conditions, and regulatory changes.

Management Comments

• Jared Kushner, as a director of the Issuer, intends to engage in discussions with the Board of Directors of the Issuer and/or members of the Issuer's management team concerning a broad range of operational and strategic matters.

Industry Context

This filing indicates a significant private equity investment in QXO, Inc., a publicly traded company. Such investments often signal a belief in the company's long-term potential and can provide substantial capital for strategic initiatives, including mergers and acquisitions. The mention of a contemplated merger with Beacon Roofing Supply, Inc. suggests QXO, Inc. is pursuing growth through consolidation, a common trend in mature industries seeking scale and efficiency.

Comparison to Industry Standards

• NA This document primarily details an ownership stake and capital raise, not operational or financial performance metrics that would allow for direct comparison to industry standards or specific comparable companies' results. The investment terms (price per share) are specific to the private placement agreements and market conditions at the time of the transactions.

Management Changes

Legal Proceedings

• None of the Reporting Persons, nor any manager or executive officer, has been convicted in a criminal proceeding or been a party to a civil proceeding resulting in a judgment enjoining future violations of securities laws during the past five years.

Related Party Transactions

• Jared Kushner, a beneficial owner and controller of several Reporting Persons, was appointed to the Board of Directors of QXO, Inc. on July 25, 2024, creating a related party relationship between the investor group and the company's governance.

Stakeholder Impact

• Shareholders: The capital raise could strengthen the company's financial position and support strategic initiatives, potentially leading to long-term value creation. The new significant shareholder and board member may influence strategic direction.
• Employees: A stronger financial position and strategic growth initiatives could lead to stability or expansion.
• Customers/Suppliers: Enhanced financial stability and strategic direction could lead to more reliable operations and potentially expanded offerings.

Next Steps

• The Reporting Persons may acquire additional securities of QXO, Inc. or dispose of their current holdings.
• The Reporting Persons, including Jared Kushner as a director, intend to engage in discussions with QXO, Inc.'s Board and management regarding operational and strategic matters, capital structure, governance, management, and potential future transactions.
• QXO, Inc. is obligated to file a registration statement for the resale of the purchased shares within 15 business days (for PP1 shares) or a prospectus supplement within 30 business days (for PP2 shares) following the respective closing dates.

Key Dates

Recommendation

Keywords

QXO Inc., Affinity Partners, Jared Kushner, Schedule 13D, Private Placement, PIPE Investment, Common Stock, Beneficial Ownership, Investment, SEC Filing, Corporate Governance, Capital Raise