SCHEDULE 13D

CUSIP No.

82846H405

Name of reporting person

Affinity Partners Fund I LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 164,310.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 164,310.00

Aggregate amount beneficially owned by each reporting person

164,310.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

* 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.

SCHEDULE 13D

CUSIP No.

82846H405

Name of reporting person

Affinity Partners Parallel Fund I LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,247,069.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,247,069.00

Aggregate amount beneficially owned by each reporting person

16,247,069.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

2.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

* Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q.

SCHEDULE 13D

CUSIP No.

82846H405

Name of reporting person

Affinity Partners GP LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 32,671,542.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,671,542.00

Aggregate amount beneficially owned by each reporting person

32,671,542.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

4.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

* Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q.

SCHEDULE 13D

CUSIP No.

82846H405

Name of reporting person

Affinity QXO 1 LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,260,163.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,260,163.00

Aggregate amount beneficially owned by each reporting person

16,260,163.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

2.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

* Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q.

SCHEDULE 13D

CUSIP No.

82846H405

Name of reporting person

Affinity Partners Fund I Co-Invest GP LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 16,260,163.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 16,260,163.00

Aggregate amount beneficially owned by each reporting person

16,260,163.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

2.4 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

* Based on 673,556,656 shares of Common Stock outstanding, as disclosed by the Issuer in the Q2 10-Q.

SCHEDULE 13D

CUSIP No.

82846H405

Name of reporting person

Jared Kushner

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,634.00
8	Shared Voting Power 32,671,542.00
9	Sole Dispositive Power 26,634.00
10	Shared Dispositive Power 32,671,542.00

Aggregate amount beneficially owned by each reporting person

32,698,176.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

4.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

* 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.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.00001 per share

(b)

Name of Issuer:

QXO, Inc.

(c)

Address of Issuer's Principal Executive Offices:

Five American Lane, Greenwich, CONNECTICUT , 06831.

Item 1 Comment:

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.

Item 4.

Purpose of Transaction

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.

Item 5.

Interest in Securities of the Issuer

(a)

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.

(b)

See Item 5(a) above.

(c)

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.

(d)

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.

(e)

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.

Item 7.

Material to be Filed as Exhibits.

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).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Affinity Partners Fund I LP

Signature:	/s/ Ian Brekke
Name/Title:	Ian Brekke / Authorized Signatory
Date:	08/14/2025

Affinity Partners Parallel Fund I LP

Signature:	/s/ Ian Brekke
Name/Title:	Ian Brekke / Authorized Signatory
Date:	08/14/2025

Affinity Partners GP LP

Signature:	/s/ Ian Brekke
Name/Title:	Ian Brekke / Authorized Signatory
Date:	08/14/2025

Affinity QXO 1 LLC

Signature:	/s/ Ian Brekke
Name/Title:	Ian Brekke / Authorized Signatory
Date:	08/14/2025

Affinity Partners Fund I Co-Invest GP LP

Signature:	/s/ Ian Brekke
Name/Title:	Ian Brekke / Authorized Signatory
Date:	08/14/2025

Jared Kushner

Signature:	/s/ Jared Kushner
Name/Title:	Jared Kushner
Date:	08/14/2025