SCHEDULE: Affinity Partners' Stake in QXO Dips Below 5%

Affinity Partners and Jared Kushner report a decrease in their beneficial ownership of QXO, Inc. common stock to below 5% due to dilution from new share issuances by the company.

Summary

• Affinity Partners and Jared Kushner, collectively the Reporting Persons, have filed an Amendment No. 1 to their Schedule 13D.
• The filing reports a decrease in their aggregate beneficial ownership of QXO, Inc. common stock.
• This decrease is attributed to dilution caused by QXO, Inc.'s issuance of additional shares, not from any disposition of shares by the Reporting Persons.
• As of the filing date, the Reporting Persons collectively own approximately 4.9% of QXO, Inc.'s outstanding common stock.
• Jared Kushner's beneficial ownership includes 12,111 restricted stock units (RSUs) that vest on the date of QXO's 2026 Annual Meeting of Stockholders, which he intends to transfer to certain Affinity funds upon vesting.
• The calculation of ownership percentages is based on 673,556,656 shares of Common Stock outstanding, as disclosed by QXO, Inc. in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
• The Reporting Persons ceased to be beneficial owners of more than five percent of QXO, Inc.'s Common Stock on June 26, 2025, making this an exit filing for them.
• No transactions involving QXO, Inc. common stock were engaged in by the Reporting Persons during the sixty days prior to the filing date.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative for the reporting persons as their proportional stake in QXO, Inc. has decreased due to dilution, even though they did not sell shares. For QXO, Inc., it indicates a share issuance, which could be positive if for growth, but the filing doesn't provide context.

Positives

• The decrease in percentage ownership is due to dilution from the issuer's share issuance, not a sale by the reporting persons, indicating continued holding of their original investment.
• Jared Kushner's continued service as a director and his RSU vesting schedule suggest ongoing involvement with QXO, Inc.

Negatives

• The Reporting Persons' aggregate beneficial ownership percentage has decreased, indicating a reduced proportional stake in QXO, Inc.
• The dilution implies that QXO, Inc. has issued new shares, which can dilute the value of existing shares if not offset by corresponding growth or value creation.

Risks

• Dilution of existing shareholder value due to the issuance of additional shares by QXO, Inc.
• Potential for further dilution if QXO, Inc. continues to issue new shares without proportional growth in company value.

Future Outlook

No explicit forward-looking statements or guidance from the reporting persons regarding QXO, Inc.'s future performance or their investment strategy beyond the RSU vesting.

Industry Context

This filing primarily concerns a change in beneficial ownership percentage for a specific investor group in QXO, Inc. It does not provide information to analyze broader industry trends or competitive landscape.

Related Party Transactions

• Jared Kushner, a director of QXO, Inc. and a reporting person, holds 12,111 restricted stock units (RSUs) from QXO, Inc.
• Mr. Kushner has agreed to transfer the shares underlying these RSUs, upon vesting, to certain Affinity funds, which are also reporting persons.

Stakeholder Impact

• Shareholders: Existing shareholders of QXO, Inc. have experienced dilution of their ownership percentage due to the issuance of additional shares by the company.
• Reporting Persons (Affinity Partners & Jared Kushner): Their proportional ownership in QXO, Inc. has decreased, but they continue to hold their investment.

Next Steps

• Jared Kushner's 12,111 restricted stock units are expected to vest on the date of QXO, Inc.'s 2026 Annual Meeting of Stockholders.
• Upon vesting, Jared Kushner has agreed to transfer the shares underlying these RSUs to certain Affinity funds.

Key Dates

Recommendation

The filing primarily reports a technical change in beneficial ownership percentage due to dilution from QXO, Inc.'s share issuance, rather than a strategic divestment by the reporting persons. While dilution can be a concern, the absence of sales by the reporting persons suggests continued confidence in their existing investment. Without further information on QXO, Inc.'s operational performance or the purpose of the share issuance, a 'hold' recommendation is appropriate, advising investors to monitor future company disclosures for a clearer picture of the impact of the dilution and the company's strategic direction.

Keywords

QXO Inc, Schedule 13D, SEC filing, beneficial ownership, dilution, Affinity Partners, Jared Kushner, common stock, institutional investment, shareholder stake