XPO / XPO, Inc. - Arquivamentos da SEC, Relatório Anual, Declaração de Procuração

XPO, Inc.
US ˙ NYSE ˙ US9837931008

Estatísticas Básicas
LEI 54930096DB9LCLPN7H13
CIK 1166003
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to XPO, Inc.
SEC Filings (Chronological Order)
Esta página fornece uma lista completa e cronológica de Arquivamentos da SEC, excluindo os arquivamentos de propriedade que fornecemos em outro lugar.
June 3, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I.

June 3, 2026 EX-99.1

XPO Provides North American LTL Operating Data for May 2026

Exhibit 99.1 XPO Provides North American LTL Operating Data for May 2026 GREENWICH, Conn. – June 3, 2026 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for May 2026. LTL tonnage per day increased 0.5%, as compared with May 2025, attributable to a year-over-year increase of 3.3% in shipments per day

June 1, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2026 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2026 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

June 1, 2026 EX-10.1

AMENDMENT NO. 11 TO CREDIT AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT NO. 11 TO CREDIT AGREEMENT AMENDMENT NO. 11 TO CREDIT AGREEMENT (this “Agreement”), dated as of May 29, 2026, among XPO, INC. (f/k/a XPO Logistics, Inc.), a Delaware corporation (“Borrower”), the other Subsidiaries of Borrower party hereto, each financial institution identified on the signature pages hereto as a lender, and Morgan Stanley Senior Funding, In

June 1, 2026 EX-10.2

SENIOR SECURED TERM LOAN A CREDIT AGREEMENT by and among XPO, INC. (f/k/a XPO LOGISTICS, INC.), as Borrower, THE OTHER SUBSIDIARIES SIGNATORY HERETO, as Guarantors, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders,

  Exhibit 10.2   EXECUTION VERSION     SENIOR SECURED TERM LOAN A CREDIT AGREEMENT   by and among   XPO, INC. (f/k/a XPO LOGISTICS, INC.), as Borrower,   THE OTHER SUBSIDIARIES SIGNATORY HERETO, as Guarantors,   THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders,   WELLS FARGO BANK, NATIONAL ASSOCIATION as Agent,   BOFA SECURITIES, INC. as Global Coordinator and Structuring Agent   BOFA SE

May 26, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2026 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2026 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 21, 2026 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report XPO, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report XPO, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32172 (State or other jurisdiction of incorporation) (Commission File Number) Five American Lane, Greenwich, Connecticut 06831 (Address of principal executive offices) (Zip Code) Wendy Cassity Chief Legal Officer

May 21, 2026 EX-1.01

XPO, Inc. Conflict Minerals Report For the reporting period from January 1, 2025 to December 31, 2025

Exhibit 1.01 XPO, Inc. Conflict Minerals Report For the reporting period from January 1, 2025 to December 31, 2025 Introduction and Company Overview XPO, Inc. (“XPO”, “we”, “our”, “us”, or the “Company”) presents this Conflict Minerals Report (the “Report”) for the reporting period January 1, 2025 to December 31, 2025, pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, a

May 19, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2026 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2026 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

April 30, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 XPO, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

April 30, 2026 EX-10.2

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANT_DATE###, (the “Grant Date”), between XPO, INC., a Delaware corporation (the “Company” or “XPO”), and ###PARTICIPANT_NAM

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE###, (the “Grant Date”), between XPO, INC., a Delaware corporation (the “Company” or “XPO”), and ###PARTICIPANTNAME### This Restricted Stock Unit Award Agreement, including any additional terms and conditions for your country set forth in the appendix a

April 30, 2026 EX-99.1

XPO Reports First Quarter 2026 Results

Exhibit 99.1 XPO Reports First Quarter 2026 Results GREENWICH, Conn. – April 30, 2026 – XPO (NYSE: XPO) today announced its financial results for the first quarter 2026. The company reported diluted earnings per share of $0.85, compared with $0.58 for the same period in 2025, and adjusted diluted earnings per share of $1.01, compared with $0.73 for the same period in 2025. First Quarter 2026 Summa

April 30, 2026 EX-10.1

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANT_DATE###, (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT_NAME###

Exhibit 10.1 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE###, (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANTNAME### This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units eq

April 30, 2026 EX-10.4

PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANT_DATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT###

Exhibit 10.4 PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT### This Performance Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of performance stock units with

April 30, 2026 EX-10.3

PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANT_DATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT###

Exhibit 10.3 PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT### This Performance Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of performance stock units with

April 30, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, Inc.

April 30, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 XPO, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2026 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

April 30, 2026 EX-99.1

2 Forward-looking statements This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relat

Exhibit 99.1 Investor Overview Q1 2026 April 2026 2 Forward-looking statements This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to our full year 2026 expectations of gross capex, interest expense, pension income, adjusted ef

April 7, 2026 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 7, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant         x Filed by a Party other than the Registrant         ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

April 7, 2026 ARS

ARS

Notice of 2026 Annual Meeting Proxy Statement 2025 Annual Report©2026 XPO, Inc. About XPO XPO, Inc. (NYSE: XPO) is a leader in asset-based less-than-truckload (LTL) freight transportation in North America. The company’s customer-focused organization efficiently moves 16 billion pounds of freight per year, enabled by its proprietary technology. XPO serves 55,000 customers with 592 locations and 37,

April 7, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant         x Filed by a Party other than the Registrant         ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

March 2, 2026 EX-99.1

XPO Provides North American LTL Operating Data for February 2026

Exhibit 99.1 XPO Provides North American LTL Operating Data for February 2026 GREENWICH, Conn. – March 2, 2026 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for February 2026. LTL tonnage per day increased 0.2%, as compared with February 2025, attributable to a year-over-year increase of 3.0% in sh

March 2, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2026 XPO, INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2026 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I

February 5, 2026 EX-99.1

Investor Overview Q4 2025 February 2026

Exhibit 99.1 Investor Overview Q4 2025 February 2026 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2026 expectations of gross capex, interest expense, pension income,

February 5, 2026 EX-19.1

Insider Trading Policy Effective as of November 3, 2025

Exhibit 19.1 Insider Trading Policy Effective as of November 3, 2025 Directors, officers and employees of XPO, Inc. and its subsidiaries (collectively, the “Company”) are likely from time to time to become aware of material nonpublic information about the Company. In view of the legal prohibitions on trading in securities while in possession of material non-public information concerning an issuer,

February 5, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2026 XPO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2026 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

February 5, 2026 EX-99.1

XPO Reports Fourth Quarter 2025 Results

Exhibit 99.1 XPO Reports Fourth Quarter 2025 Results GREENWICH, Conn. – February 5, 2026 – XPO (NYSE: XPO) today announced its financial results for the fourth quarter 2025. The company reported diluted earnings per share of $0.50, compared with $0.63 for the same period in 2024, and adjusted diluted earnings per share of $0.88, compared with $0.89 for the same period in 2024. Fourth Quarter 2025

February 5, 2026 EX-10.29

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Exhibit 10.29 Bradley S. Jacobs Executive Chairman December 14, 2025 Re: Special Advisor Agreement This letter agreement between you (“Employee”) and XPO, Inc. (together with its successors and assigns, the “Company”) will act as an amendment to the Employment Agreement between you and the Company dated as of September 13, 2022 (as amended from time to time, the “Employment Agreement”). The Compan

February 5, 2026 EX-21

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT XPO, Inc. maintains approximately 97 subsidiaries. Set forth below are the names of certain wholly owned or at least 90% owned subsidiaries of XPO, Inc., as of January 31, 2026, that provide freight transportation or support services. The names of certain consolidated wholly or at least 90% owned subsidiaries that carry on the same line of business have be

February 5, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2026 XPO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2026 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

February 5, 2026 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32172 XPO, Inc. (Exa

December 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2025 XPO, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number

December 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2025 XPO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

December 1, 2025 EX-99.1

XPO Provides North American LTL Operating Data for November 2025

Exhibit 99.1 XPO Provides North American LTL Operating Data for November 2025 GREENWICH, Conn. – December 1, 2025 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for November 2025. LTL tonnage per day decreased 5.4%, as compared with November 2024, attributable to a year-over-year decrease of 2.2% in

October 30, 2025 EX-99.1

Investor Overview Q3 2025 October 2025

Exhibit 99.1 Investor Overview Q3 2025 October 2025 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2025 expectations of gross capex, interest expense, pension income, a

October 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 XPO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

October 30, 2025 EX-99.1

XPO Reports Third Quarter 2025 Results

Exhibit 99.1 XPO Reports Third Quarter 2025 Results GREENWICH, Conn. – October 30, 2025 – XPO (NYSE: XPO) today announced its financial results for the third quarter 2025. The company reported diluted earnings per share of $0.68, compared with $0.79 for the same period in 2024, and adjusted diluted earnings per share of $1.07, compared with $1.02 for the same period in 2024. Third Quarter 2025 Sum

October 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 XPO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

October 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, I

October 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025 XPO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

September 11, 2025 144

144

144 0001876308 XXXXXXXX LIVE 0001166003 XPO, INC. 001-32172 Five American Lane Greenwich CT 06831 (855) 976-6951 ALLISON LANDRY Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 3250 438869.93 117762083 09/11/2025 NYSE Common 01/02/2024 Restricted Stock Issuer N 1090 01/02/2024 Not Applicable Common 01/02/2025 Restricted Stock

September 3, 2025 EX-99.1

XPO Provides North American LTL Operating Data for August 2025

Exhibit 99.1 XPO Provides North American LTL Operating Data for August 2025 GREENWICH, Conn. – September 3, 2025 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for August 2025. LTL tonnage per day decreased 4.7%, as compared with August 2024, attributable to a year-over-year decrease of 3.4% in ship

September 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 XPO, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number

July 31, 2025 EX-99.1

XPO Reports Second Quarter 2025 Results

Exhibit 99.1 XPO Reports Second Quarter 2025 Results GREENWICH, Conn. – July 31, 2025 – XPO (NYSE: XPO) today announced its financial results for the second quarter 2025. The company reported diluted earnings per share of $0.89, compared with $1.25 for the same period in 2024, and adjusted diluted earnings per share of $1.05, compared with $1.12 for the same period in 2024. Second Quarter 2025 Sum

July 31, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, Inc. (

July 31, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 XPO, INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I

July 31, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 XPO, INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I

July 31, 2025 EX-99.1

Non - GAAP financial measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non - GAAP financial measures contained in this document to the most directly comparable measure under GAAP, w

Exhibit 99.1 Investor Overview Q2 2025 July 2025 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2025 expectations of gross capex, interest expense, pension income, adju

June 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I.

June 4, 2025 EX-99.1

XPO Provides North American LTL Operating Data for May 2025

Exhibit 99.1 XPO Provides North American LTL Operating Data for May 2025 GREENWICH, Conn. – June 4, 2025 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for May 2025. LTL tonnage per day decreased 5.7%, as compared with May 2024, attributable to a year-over-year decrease of 5.0% in shipments per day

May 29, 2025 EX-1.01

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 XPO, Inc. Conflict Minerals Report For the reporting period from January 1, 2024 to December 31, 2024 Introduction and Company Overview XPO, Inc. (“XPO”, “we”, “our”, “us”, or the “Company”) presents this Conflict Minerals Report (the “Report”) for the reporting period January 1, 2024 to December 31, 2024, pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, a

May 29, 2025 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report XPO, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report XPO, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32172 (State or other jurisdiction of incorporation) (Commission File Number) Five American Lane, Greenwich, Connecticut 06831 (Address of principal executive offices) (Zip Code) Wendy Cassity Chief Legal Officer

May 16, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

April 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 XPO, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

April 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 XPO, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

April 30, 2025 EX-10.3

Form of Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.3 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE###, (the “Grant Date”), between XPO, INC., a Delaware corporation (the “Company” or “XPO”), and ###PARTICIPANTNAME### This Restricted Stock Unit Award Agreement, including any additional terms and conditions for your country set forth in the appendix a

April 30, 2025 EX-99.1

Investor Overview Q1 2025 April 2025

Exhibit 99.1 Investor Overview Q1 2025 April 2025 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2025 expectations of gross capex, interest expense, pension income, adj

April 30, 2025 EX-10.4

Form of Performance-Based Restricted Stock Unit Award Agreement for executive chairman and CEO (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.4 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT### This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an awa

April 30, 2025 EX-10.8

Technical Amendment (Amendment No. 1 to Revolving Credit Agreement), dated March 14, 2025, by and among the registrant, the subsidiaries signatory thereto, as guarantors, the lenders party thereto and Wells Fargo Bank, National Association as administrative agent and collateral agent.

Execution Version Exhibit 10.8 TECHNICAL AMENDMENT (AMENDMENT NO. 1 TO CREDIT AGREEMENT) TECHNICAL AMENDMENT (this “Agreement”), dated as of March 14, 2025, among XPO, INC., a Delaware corporation (“Borrower”), the other Subsidiaries of Borrower party hereto, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and collateral agent for the Lenders (in such capacities

April 30, 2025 EX-10.5

Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.5 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT### This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an awa

April 30, 2025 EX-99.1

XPO Reports First Quarter 2025 Results

Exhibit 99.1 XPO Reports First Quarter 2025 Results GREENWICH, Conn. – April 30, 2025 – XPO (NYSE: XPO) today announced its financial results for the first quarter 2025. The company reported diluted earnings per share of $0.58, compared with $0.56 for the same period in 2024, and adjusted diluted earnings per share of $0.73, compared with $0.81 for the same period in 2024. First Quarter 2025 Summa

April 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, Inc.

April 30, 2025 EX-10.2

Form of Restricted Stock Unit Award Agreement for executive chairman and CEO (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE###, (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANTNAME### This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units eq

April 2, 2025 ARS

ARS

Notice of 2025 Annual Meeting Proxy Statement 2024 Annual Report©2025 XPO, Inc. About XPO XPO, Inc. (NYSE: XPO) is a leader in asset-based less-than-truckload (LTL) freight transportation in North America. The company’s customer-focused organization efficiently moves 18 billion pounds of freight per year, enabled by its proprietary technology. XPO serves approximately 55,000 customers with 614 loc

April 2, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant         x Filed by a Party other than the Registrant         ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

April 2, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 2, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant         x Filed by a Party other than the Registrant         ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

March 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 XPO, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

March 4, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I

March 4, 2025 EX-99.1

XPO Provides North American LTL Operating Data for February 2025

Exhibit 99.1 XPO Provides North American LTL Operating Data for February 2025 GREENWICH, Conn. – March 4, 2025 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for February 2025. LTL tonnage per day decreased 8.1%, as compared with February 2024, attributable to a year-over-year decrease of 6.2% in sh

February 26, 2025 EX-10.2

Revolving Credit Agreement, dated as of February 26, 2025, by and among XPO, Inc., the subsidiaries signatory thereto, as guarantors, the lenders party thereto and Wells Fargo Bank, National Association as administrative agent and collateral agent.

Exhibit 10.2 Execution Version $600,000,000 REVOLVING CREDIT AGREEMENT by and among XPO, INC., as Borrower, THE OTHER SUBSIDIARIES SIGNATORY HERETO, as Guarantors, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Global Coordinator, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC. AND CREDIT A

February 26, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number

February 26, 2025 EX-10.1

Refinancing Amendment (Amendment No. 10 to Credit Agreement), dated as of February 26, 2025, by and among XPO, Inc., the subsidiaries signatory thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

Exhibit 10.1 Execution Version STRICTLY CONFIDENTIAL REFINANCING AMENDMENT (AMENDMENT NO. 10 TO CREDIT AGREEMENT) REFINANCING AMENDMENT (this “Agreement”), dated as of February 26, 2025, among XPO, INC. (f/k/a XPO Logistics, Inc.), a Delaware corporation (“Borrower”), the other Subsidiaries of Borrower party hereto, each financial institution identified on the signature pages hereto as a lender, a

February 7, 2025 EX-10.26

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.26 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN (AS AMENDED), dated as of ###GRANTDATE###, between XPO, Inc., a Delaware corporation (the “Company”), and ###PARTICIPANTNAME### This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of ###TOTALAWARDS### restricted s

February 7, 2025 EX-21

Subsidiaries of the registrant.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT XPO, Inc. maintains approximately 98 subsidiaries. Set forth below are the names of certain wholly owned or at least 90% owned subsidiaries of XPO, Inc., as of January 31, 2025, that provide freight transportation or support services. The names of certain consolidated wholly or at least 90% owned subsidiaries that carry on the same line of business have be

February 7, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32172 XPO, Inc. (Exa

February 6, 2025 EX-99.1

XPO Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 XPO Reports Fourth Quarter and Full Year 2024 Results GREENWICH, Conn. – February 6, 2025 – XPO (NYSE: XPO) today announced its financial results for the fourth quarter 2024. The company reported diluted earnings from continuing operations per share of $0.63, compared with $0.49 for the same period in 2023, and adjusted diluted earnings from continuing operations per share of $0.89, c

February 6, 2025 EX-99.1

Investor Overview Q4 2024 February 2025

Exhibit 99.1 Investor Overview Q4 2024 February 2025 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2025 expectations of gross capex, interest expense, pension income,

February 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 XPO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

February 6, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

January 8, 2025 EX-99.1

XPO / XPO, Inc. / BlackRock, Inc. - POWER OF ATTORNEY

begin 644 POA.pdf M)5!$1BTQ+C<*"C0@,"!O8FH**$ED96YT:71Y*0IE;F1O8FH*-2 P(&]B:@HH M061O8F4I"F5N9&]B:@HX(# @;V)J"CP\"B]&:6QT97(@+T9L871E1&5C;V1E M"B],96YG=&@@,3@P-3,*+TQE;F=T:#$@-#4V-38*+U1Y<&4@+U-T]QPZ1L=H1AI)(XUF-#I&TNB6K,.2/-9M M6Y)EV98E&]N29?G"%[;!-HW75U\TT&B0QEX6]^Z>%X'4A2>N1UI5$?OPL5'YAV<@^<]*,[I6+RT MN;VEZC&B>VXCLNQ;N+BT8N2F?08TN0UAT:V#&^ON7[6$:+H9XG4>T?.V>7V M9]&/B3(:4+YGW?;U6]:4C%] % ?X\9;UP

December 3, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

December 3, 2024 EX-99.1

XPO Provides North American LTL Operating Data for November 2024

Exhibit 99.1 XPO Provides North American LTL Operating Data for November 2024 GREENWICH, Conn. – December 3, 2024 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for November 2024. LTL tonnage per day decreased 4.0%, as compared with November 2023, attributable to a year-over-year decrease of 4.2% in

November 13, 2024 SC 13G

XPO / XPO, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XPO, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 983793100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

November 12, 2024 SC 13G/A

XPO / XPO, Inc. / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.1 XPO INC COMMON STOCK Cusip #983793100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #983793100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 2,508,693 Item 6: 0 Item 7: 2,515,012 Item 8: 0 Item 9: 2,515,012 I

November 12, 2024 SC 13G/A

XPO / XPO, Inc. / MFN Partners, LP - SC 13G/A Passive Investment

SC 13G/A 1 d892381dsc13ga.htm SC 13G/A CUSIP No. 983793100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* XPO, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 983793100 (CUSIP Number) September 30, 2024 Date of Event Which Requires Filing of this Statemen

November 7, 2024 SC 13G/A

XPO / XPO, Inc. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* XPO, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 983793100 (CUSIP Number) October 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

November 6, 2024 SC 13G/A

XPO / XPO, Inc. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* XPO, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 983793100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

October 30, 2024 EX-10.2

XPO, Inc. Employee Stock Purchase Plan, as amended and restated on October 29, 2024.

Exhibit 10.2 XPO, INC. EMPLOYEE STOCK PURCHASE PLAN as amended and restated on October 29, 2024 SECTION 1. PURPOSE OF THE PLAN. The purpose of the XPO, Inc. Employee Stock Purchase Plan (the “Plan”) is to provide Eligible Employees (defined in Section 15, below) with an opportunity to increase their proprietary interest in the success of XPO, Inc. (the “Company”) by purchasing Stock (defined in Se

October 30, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

October 30, 2024 EX-99.1

Investor Overview Q3 2024 October 2024

Exhibit 99.1 Investor Overview Q3 2024 October 2024 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2024 expectations of gross capex, interest expense, pension income, a

October 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, I

October 30, 2024 EX-99.1

XPO Reports Third Quarter 2024 Results

Exhibit 99.1 XPO Reports Third Quarter 2024 Results GREENWICH, Conn. – October 30, 2024 – XPO (NYSE: XPO) today announced its financial results for the third quarter 2024. The company reported diluted earnings from continuing operations per share of $0.79, compared with $0.72 for the same period in 2023, and adjusted diluted earnings from continuing operations per share of $1.02, compared with $0.

October 30, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

September 4, 2024 EX-99.1

XPO Provides North American LTL Operating Data for August 2024

Exhibit 99.1 XPO Provides North American LTL Operating Data for August 2024 GREENWICH, Conn. – September 4, 2024 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for August 2024. LTL tonnage per day decreased 4.6%, as compared with August 2023, attributable to a year-over-year decrease of 4.5% in ship

September 4, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number

August 1, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

August 1, 2024 EX-10.1

Amendment No. 8 to Second Amended and Restated Revolving Loan Credit Agreement, dated July 22, 2024, by and among the registrant and certain subsidiaries signatory thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as agent (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024).

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 8 TO SECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT July 22, 2024 Amendment No. 8 to the Second Amended and Restated Revolving Loan Credit Agreement, dated as of October 30, 2015 (this “Amendment”), by and among XPO, INC. (f/k/a XPO Logistics, Inc.), a Delaware corporation (“Parent Borrower”), certain of Parent Borrower’s Subsidiaries from

August 1, 2024 EX-99.1

XPO Reports Second Quarter 2024 Results

Exhibit 99.1 XPO Reports Second Quarter 2024 Results GREENWICH, Conn. – August 1, 2024 – XPO (NYSE: XPO) today announced its financial results for the second quarter 2024. The company reported diluted earnings from continuing operations per share of $1.25, compared with $0.27 for the same period in 2023, and adjusted diluted earnings from continuing operations per share of $1.12, compared with $0.

August 1, 2024 EX-99.1

Investor Overview Q2 2024 August 2024

Exhibit 99.1 Investor Overview Q2 2024 August 2024 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2024 expectations of gross capex, interest expense, pension income, ad

August 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, Inc. (

August 1, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

June 7, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

June 6, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I.

June 6, 2024 EX-99.1

XPO Provides North American LTL Operating Data for May 2024

Exhibit 99.1 XPO Provides North American LTL Operating Data for May 2024 GREENWICH, Conn. – June 6, 2024 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for May 2024. LTL tonnage per day increased 2.4%, as compared with May 2023, attributable to a year-over-year increase of 3.8% in shipments per day

May 21, 2024 EX-1.01

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 XPO, Inc. Conflict Minerals Report For the reporting period from January 1, 2023 to December 31, 2023 Introduction and Company Overview XPO, Inc. (“XPO”, “we”, “our”, “us”, or the “Company”) presents this Conflict Minerals Report (the “Report”) for the reporting period January 1, 2023 to December 31, 2023, pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, a

May 21, 2024 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report XPO, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report XPO, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32172 (State or other jurisdiction of incorporation) (Commission File Number) Five American Lane, Greenwich, Connecticut 06831 (Address of principal executive offices) (Zip Code) Wendy Cassity Chief Legal Officer

May 17, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 3, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, Inc.

May 3, 2024 EX-10.2

Form of Restricted Stock Unit Award Agreement for executive chairman and CEO (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE###, (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANTNAME### This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units eq

May 3, 2024 EX-10.5

Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.5 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANTNAME### This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an

May 3, 2024 EX-99.1

XPO Reports First Quarter 2024 Results

Exhibit 99.1 XPO Reports First Quarter 2024 Results GREENWICH, Conn. – May 3, 2024 – XPO (NYSE: XPO) today announced its financial results for the first quarter 2024. The company reported diluted earnings from continuing operations per share of $0.56, compared with $0.15 for the same period in 2023, and adjusted diluted earnings from continuing operations per share of $0.81, compared with $0.56 fo

May 3, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

May 3, 2024 EX-99.1

Investor Overview Q1 2024 May 2024

Exhibit 99.1 Investor Overview Q1 2024 May 2024 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2024 expectations of gross capex, interest expense, pension income, adjus

May 3, 2024 EX-10.3

Form of Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.3 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE###, (the “Grant Date”), between XPO, INC., a Delaware corporation (the “Company” or “XPO”), and ###PARTICIPANTNAME### This Restricted Stock Unit Award Agreement, including any additional terms and conditions for your country set forth in the appendix a

May 3, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

May 3, 2024 EX-10.4

Form of Performance-Based Restricted Stock Unit Award Agreement for executive chairman and CEO (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.4 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANTNAME### This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an

April 2, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 2, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant         x Filed by a Party other than the Registrant         ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

April 2, 2024 ARS

ARS

Notice of 2024 Annual Meeting Proxy Statement 2023 Annual Report©2024 XPO, Inc. About XPO XPO, Inc. (NYSE: XPO) is one of the largest providers of asset-based less-than-truckload (LTL) transportation in North America, with proprietary technology that moves goods efficiently through its network. Together with our business in Europe, XPO serves approximately 52,000 shippers with 596 locations and 38

April 2, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant         x Filed by a Party other than the Registrant         ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

March 5, 2024 EX-99.1

XPO Provides North American LTL Operating Data for February 2024

Exhibit 99.1 XPO Provides North American LTL Operating Data for February 2024 GREENWICH, Conn. – March 5, 2024 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for February 2024. LTL tonnage per day increased 3.5%, as compared with February 2023, attributable to a year-over-year increase of 5.8% in sh

March 5, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I

February 14, 2024 SC 13G/A

XPO / XPO, Inc. / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

SC 13G/A 1 xpoa1121424.htm ORBIS INVESTMENT MANAGEMENT LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* XPO Logistics, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 983793100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Sta

February 13, 2024 SC 13G/A

XPO / XPO, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02318-xpoinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: XPO Inc Title of Class of Securities: Common Stock CUSIP Number: 983793100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant t

February 9, 2024 SC 13G

XPO / XPO, Inc. / FMR LLC Passive Investment

SC 13G 1 filing.txt SCHEDULE 13G Amendment No.0 XPO INC COMMON STOCK Cusip #983793100 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #983793100 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 7,736,386 Item 6: 0 Item 7: 7,741,878 Item 8: 0 Item 9: 7,741,878 Ite

February 9, 2024 SC 13G

XPO / XPO, Inc. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XPO, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 983793100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 8, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32172 XPO, Inc. (Exa

February 8, 2024 EX-4.5

Description of Common Stock.

Exhibit 4.5 DESCRIPTION OF COMMON STOCK The following is a description of the material terms of the common stock of XPO, Inc. (the “Company,” “we,” “us” or “our”), as well as other material terms of the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Company Certificate”), the Company’s 4th Amended and Restated Bylaws, as amended (the “Bylaws”) and other relevant docu

February 8, 2024 EX-21

Subsidiaries of the registrant.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT XPO, Inc. maintains approximately 95 subsidiaries. Set forth below are the names of certain wholly owned or at least 90% owned subsidiaries of XPO, Inc., as of December 31, 2023, that provide freight transportation or support services. The names of certain consolidated wholly or at least 90% owned subsidiaries that carry on the same line of business have b

February 8, 2024 EX-10.29

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.29 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN (AS AMENDED), dated as of ###GRANTDATE###, between XPO, Inc., a Delaware corporation (the “Company”), and ###PARTICIPANTNAME### This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of ###TOTALAWARDS### restricted s

February 8, 2024 EX-3.8

4th Amended and Restated Bylaws of the registrant, dated February 5, 2024 (incorporated herein by reference to Exhibit 3.8 to the registrant’s Annual Report on Form 10-K filed with the SEC on February 8, 2024).

Exhibit 3.8 4th AMENDED AND RESTATED BYLAWS OF XPO, INC. Effective February 5, 2024 TABLE OF CONTENTS ARTICLE I - OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II - STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meeting 1 Section 3. List of Stockholders 1 Section 4. Special Meetings 1 Section 5. Notice 2 Section 6. Quorum 2 Section 7. Voting 2 Section 8.

February 8, 2024 EX-19.1

(incorporated herein by reference to Exhibit 19.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on February 8, 2024).

Exhibit 19.1 Insider Trading Policy Effective as of December 19, 2022 Directors, officers and key employees of XPO, Inc. and its subsidiaries (collectively, the “Company”) are likely from time to time to become aware of material nonpublic information about the Company. In view of the legal prohibitions on trading in securities while in possession of material non-public information concerning an is

February 7, 2024 EX-99.1

Investor Overview Q4 2023 February 2024

Exhibit 99.1 Investor Overview Q4 2023 February 2024 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2024 expectations of gross capex, interest expense, pension income,

February 7, 2024 EX-99.1

XPO Reports Fourth Quarter 2023 Results

Exhibit 99.1 XPO Reports Fourth Quarter 2023 Results GREENWICH, Conn. – February 7, 2024 – XPO (NYSE: XPO) today announced its financial results for the fourth quarter 2023, reflecting a strong performance in a soft industry environment for freight transportation. The company reported diluted earnings from continuing operations per share of $0.49 and adjusted diluted earnings from continuing opera

February 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

February 7, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

January 25, 2024 SC 13G/A

XPO / XPO, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us9837931008012524.txt us9837931008012524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 5) XPO LOGISTICS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 983793100 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box

December 21, 2023 EX-2.1

Asset Purchase Agreement by and among XPO, Inc., Yellow Corporation and certain subsidiaries of Yellow Corporation named therein, dated December 4, 2023 (incorporated herein by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 21, 2023).

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 4, 2023 BY AND AMONG XPO, INC., AS PURCHASER, AND YELLOW CORPORATION AND ITS SUBSIDIARIES NAMED HEREIN, AS SELLERS TABLE OF CONTENTS Page Article I Purchase and Sale of Acquired Assets; Assumption of Assumed Liabilities 1 1.1 Purchase and Sale of the Acquired Assets 1 1.2 Excluded Assets 2 1.3 Assumption of Certain Liabili

December 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 XPO, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number

December 13, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number

December 13, 2023 EX-10.1

Refinancing Amendment (Amendment No. 9 to Senior Secured Term Loan Credit Agreement), dated December 13, 2023, by and among XPO, Inc., the subsidiaries signatory thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2023).

Exhibit 10.1 Execution Version STRICTLY CONFIDENTIAL INCREMENTAL AMENDMENT (AMENDMENT NO. 9 TO CREDIT AGREEMENT) INCREMENTAL AMENDMENT (this “Agreement”), dated as of December 13, 2023, among XPO, INC. (f/k/a XPO Logistics, Inc.), a Delaware corporation (the “Borrower”), the other Subsidiaries of the Borrower party hereto, each financial institution identified on the signature pages hereto as an “

December 13, 2023 EX-4.1

Indenture, dated as of December 13, 2023, by and among XPO, Inc., the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated herein by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed with the SEC on December 13, 2023).

Exhibit 4.1 EXECUTION VERSION XPO, INC. as Company and the Guarantors party hereto from time to time $585,000,000 7.125% Senior Notes due 2032 INDENTURE Dated as of December 13, 2023 and U.S. Bank Trust Company, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 42 SECTION 1.03 Rules

December 5, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

December 5, 2023 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 (December 4, 2023) XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Comm

December 5, 2023 EX-99.1

XPO Provides North American LTL Operating Data for November 2023

Exhibit 99.1 XPO Provides North American LTL Operating Data for November 2023 GREENWICH, Conn. – December 5, 2023 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for November 2023. LTL tonnage per day decreased 0.4%, as compared with November 2022, attributable to a year-over-year increase of 3.8% in

October 30, 2023 EX-10.3

Performance-Based Restricted Stock Unit Award Agreement, dated April 21, 2023, between the registrant and David Bates (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.3 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of April 21, 2023 (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and David Bates This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of p

October 30, 2023 EX-10.9

XPO, Inc. Profit Sharing Incentive Plan, effective as of October 26, 2023 (incorporated herein by reference to Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2023).

Exhibit 10.9 XPO, INC. PROFIT-SHARING CASH INCENTIVE PLAN 1.Background and Purpose. 1.1Purpose. The purpose of the XPO, Inc. Profit-Sharing Cash Incentive Plan, as it may be amended and/or restated from time to time (the “Plan”), is to motivate and reward Participants by allowing them to share in the achievements of the Company, or any successor thereto, and the Participating Affiliates. The Plan

October 30, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

October 30, 2023 EX-99.1

2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statemen

Investor Overview Q3 2023 October 2023 Exhibit 99.1 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2023 expectations of gross capex, interest expense, pension income, e

October 30, 2023 EX-10.10

Form of XPO, Inc. Profit Sharing Incentive Plan Award Agreement (incorporated herein by reference to Exhibit 10.10 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2023).

Exhibit 10.10 XPO, INC. PROFIT-SHARING CASH INCENTIVE PLAN AWARD AGREEMENT Participant: David Bates Performance Periods: Each of XPO, Inc.’s (the “Company”) quarterly reporting periods (i.e., January 1 to March 31, April 1 to June 30, July 1 to September 30, and October 1 to December 31), commencing with the third quarter of 2023. Performance Goal: The Company’s North American Less-Than-Truckload

October 30, 2023 EX-10.7

Performance-Based Restricted Stock Unit Award Agreement, dated August 15, 2023, between the registrant and Kyle Wismans (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.7 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of August 15, 2023 (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and Kyle Wismans This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of

October 30, 2023 EX-10.6

Promotion Restricted Stock Unit Award Agreement, dated August 15, 2023, between the registrant and Kyle Wismans (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.6 PROMOTION RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of August 15, 2023 (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and Kyle Wismans This Promotion Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of 3,454 restricte

October 30, 2023 EX-10.2

10.2 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2023).

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of April 21, 2023 (the “Grant Date”), between XPO, INC., a Delaware corporation (the “Company” or “XPO”), and David Bates This Restricted Stock Unit Award Agreement, including any additional terms and conditions for your country set forth in the appendix attached ther

October 30, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, I

October 30, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

October 30, 2023 EX-10.8

XPO, Inc. Clawback Policy, effective as of October 2, 2023 (incorporated herein by reference to Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2023).

Exhibit 10.8 Clawback Policy Effective as of October 2, 2023 The Board of Directors (the “Board”) of XPO, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy is design

October 30, 2023 EX-99.1

XPO Reports Third Quarter 2023 Results

Exhibit 99.1 XPO Reports Third Quarter 2023 Results GREENWICH, Conn. – October 30, 2023 – XPO (NYSE: XPO) today announced its financial results for the third quarter 2023, reflecting a solid performance in a soft industry environment for freight transportation. The company reported diluted earnings from continuing operations per share of $0.72 and adjusted diluted earnings from continuing operatio

October 30, 2023 EX-10.1

Form of Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2023).

Exhibit 10.1 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE###, (the “Grant Date”), between XPO, INC., a Delaware corporation (the “Company” or “XPO”), and ###PARTICIPANTNAME### This Restricted Stock Unit Award Agreement, including any additional terms and conditions for your country set forth in the appendix a

September 5, 2023 EX-99.1

XPO Provides North American LTL Operating Data for August 2023

Exhibit 99.1 XPO Provides North American LTL Operating Data for August 2023 GREENWICH, Conn. – September 5, 2023 – XPO (NYSE: XPO), a leading provider of freight transportation in North America, today reported certain preliminary LTL segment operating metrics for August 2023. LTL tonnage per day increased 3.1%, as compared with August 2022, attributable to a year-over-year increase of 8.1% in ship

September 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 XPO, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number

August 4, 2023 EX-10.4

Offer Letter, dated July 19, 2023, between the registrant and Kyle Wismans (incorporated herein by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2023).

Exhibit 10.4 July 18, 2023 Kyle Wismans Delivered Via E-mail to [redacted] Dear Kyle, On behalf of XPO, Inc., I’m happy to offer you the position of Chief Financial Officer. I know I speak for the rest of our team when I say how pleased we are to make you this offer. In this role, you’ll report directly to Mario Harik, Chief Executive Officer, and you’ll continue to be based out of our Greenwich,

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, Inc. (

August 4, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

August 4, 2023 EX-99.1

XPO Reports Second Quarter 2023 Results

Exhibit 99.1 XPO Reports Second Quarter 2023 Results GREENWICH, Conn. – August 4, 2023 – XPO (NYSE: XPO) today announced its financial results for the second quarter 2023, reflecting a solid performance in a soft industry environment for freight transportation. The company reported revenue of $1.92 billion and diluted earnings from continuing operations per share of $0.27. Mario Harik, chief execu

August 4, 2023 EX-99.1

2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statemen

Investor Overview Q2 2023 August 2023 Exhibit 99.1 2 Forward - looking statements This document includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, including statements relating to our full year 2023 expectations of gross capex, interest expense, pension income, ef

August 4, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

August 4, 2023 EX-10.5

Change in Control and Severance Agreement, dated July 19, 2023, between the registrant and Kyle Wismans (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2023).

Exhibit 10.5 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between XPO, INC., a Delaware corporation (the “Company”), and Kyle Wismans (“Employee”). Certain capitalized terms used in this Agreement are defined in Section 7 below. WHEREAS, Employee and the Company are entering into an offer letter (the “Of

July 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2023 XPO, INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I

July 19, 2023 EX-99.1

XPO Announces Appointment of Kyle Wismans as Chief Financial Officer

Exhibit 99.1 XPO Announces Appointment of Kyle Wismans as Chief Financial Officer GREENWICH, Conn. — July 19, 2023 — XPO (NYSE: XPO), today announced the promotion of Kyle Wismans to the position of chief financial officer, effective August 11, 2023. Wismans currently serves as XPO’s senior vice president, revenue management and finance, after joining the company in 2019 as senior vice president,

June 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I.

June 6, 2023 EX-99.1

XPO Provides North American LTL Operating Data for May 2023

Exhibit 99.1 XPO Provides North American LTL Operating Data for May 2023 GREENWICH, Conn. – June 6, 2023 – XPO (NYSE: XPO), a leading provider of less-than-truckload (LTL) freight transportation in North America, today reported certain LTL segment operating metrics for May 2023. LTL tonnage per day declined 2.3%, as compared with May 2022, attributable to a year-over-year increase of 1.8% in shipm

May 25, 2023 EX-4.2

Indenture, dated May 24, 2023, by and among XPO, Inc., the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 25, 2023).

Exhibit 4.2 EXECUTION VERSION XPO, INC. as Company and the Guarantors party hereto from time to time $450,000,000 7.125% Senior Notes due 2031 INDENTURE Dated as of May 24, 2023 and U.S. Bank Trust Company, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 41 SECTION 1.03 Rules of Co

May 25, 2023 EX-10.1

, dated May 24, 2023, by and among XPO, Inc., the subsidiaries signatory thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 25, 2023).

Exhibit 10.1 REFINANCING AMENDMENT (AMENDMENT NO. 8 TO CREDIT AGREEMENT) REFINANCING AMENDMENT (this “Agreement”), dated as of May 24, 2023, among XPO, INC. (f/k/a XPO Logistics, Inc.), a Delaware corporation (the “Borrower”), the other Subsidiaries of the Borrower party hereto, each financial institution identified on the signature pages hereto as a lender, and Morgan Stanley Senior Funding, Inc.

May 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 25, 2023 EX-4.1

Indenture, dated May 24, 2023, by and among XPO, Inc., the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 25, 2023).

Exhibit 4.1 EXECUTION VERSION XPO, INC. as Company and the Guarantors party hereto from time to time $830,000,000 6.250% Senior Secured Notes due 2028 INDENTURE Dated as of May 24, 2023 and U.S. Bank Trust Company, National Association as Trustee and Notes Collateral Agent TABLE OF CONTENTS Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other De

May 24, 2023 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report XPO, Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report XPO, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32172 (State or other jurisdiction of incorporation) (Commission File Number) Five American Lane, Greenwich, Connecticut 06831 (Address of principal executive offices) (Zip Code) Wendy Cassity Chief Legal Officer

May 24, 2023 EX-1.01

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

EX-1.01 2 tm2316874d1ex1-01.htm EXHIBIT 1.01 Exhibit 1.01 XPO, Inc. Conflict Minerals Report For the reporting period from January 1, 2022 to December 31, 2022 Introduction and Company Overview XPO, Inc. (“XPO”, “we”, “our”, “us”, or the “Company”) presents this Conflict Minerals Report (the “Report”) for the reporting period January 1, 2022 to December 31, 2022, pursuant to Rule 13p-1 promulgated

May 19, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 18, 2023 EX-99.1

XPO Announces Pricing of Refinancing Transactions

Exhibit 99.1 XPO Announces Pricing of Refinancing Transactions GREENWICH, Conn. - May 17, 2023 - XPO, Inc. (“XPO” or the “company”) (NYSE: XPO) today announced the pricing of its $700 million secured term loan facility (the “Term Loan Facility”), $830 million of Senior Secured Notes due 2028 (the “Secured Notes”) and $450 million of Senior Unsecured Notes due 2031 (the “Unsecured Notes,” and toget

May 18, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 17, 2023 EX-99.1

XPO Announces Proposed Private Offering of Senior Secured and Unsecured Notes

Exhibit 99.1 XPO Announces Proposed Private Offering of Senior Secured and Unsecured Notes GREENWICH, Conn. - May 17, 2023 - XPO, Inc. (“XPO” or the “company”) (NYSE: XPO) announced today that, subject to market and other conditions, it intends to offer through one or more private placements $830 million in aggregate principal amount of senior secured notes due 2028 (the “Secured Notes”) and $450

May 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 15, 2023 EX-99.1

XPO Announces Proposed Term Loan Refinancing Transaction

Exhibit 99.1 XPO Announces Proposed Term Loan Refinancing Transaction GREENWICH, Conn. – May 15, 2023 – XPO, Inc. (“XPO” or the “company”) (NYSE: XPO) today announced that it intends to refinance a portion of its existing senior secured term loan facility due February 2025 with approximately $700 million of new senior secured term loans maturing in 2028 (the “Term Loan Refinancing”). In connection

May 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 XPO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 8, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant         x Filed by a Party other than the Registrant         ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

May 4, 2023 EX-10.4

CEO (2016 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.4

Exhibit 10.4 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT### This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an awa

May 4, 2023 EX-10.3

Form of Time-Based Restricted Stock Unit Award Agreement for executive chairman and CEO (2016 Omnibus Incentive Compensation Plan) (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023).

Exhibit 10.3 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT### This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of performance-based restricted s

May 4, 2023 EX-10.6

Offer Letter, dated April 17, 2023, between the registrant and David Bates (incorporated herein by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023).

Exhibit 10.6 4/17/2023 David Bates Delivered via email to [redacted] Hello David, On behalf of XPO, Inc., I’m happy to offer you the position of Chief Operating Officer. I know I speak for the rest of our team when I say how pleased we are to make you this offer. In this role, you’ll report directly to Mario Harik, Chief Executive Officer, and you’ll be based out of our Charlotte, NC office, begin

May 4, 2023 EX-99.1

XPO Reports First Quarter 2023 Results Revenue growth to $1.9 billion, and diluted EPS of $0.15 Adjusted diluted EPS of $0.56, up 22% year-over-year Highest first quarter LTL service quality in over a decade

Exhibit 99.1 XPO Reports First Quarter 2023 Results Revenue growth to $1.9 billion, and diluted EPS of $0.15 Adjusted diluted EPS of $0.56, up 22% year-over-year Highest first quarter LTL service quality in over a decade GREENWICH, Conn. – May 4, 2023 – XPO (NYSE: XPO) today announced its financial results for the first quarter 2023. Revenue increased to $1.91 billion for the quarter, compared wit

May 4, 2023 EX-10.2

Change in Control and Severance Agreement, dated February 14, 2023, between the registrant and Wendy Cassity.

Exhibit 10.2 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between XPO, INC., a Delaware corporation (the “Company”), and Wendy Cassity (“Employee”). Certain capitalized terms used in this Agreement are defined in Section 7 below. WHEREAS, Employee and the Company are entering into an offer letter (the “O

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 XPO, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

May 4, 2023 EX-10.1

Offer Letter, dated February 14, 2023, between the registrant and Wendy Cassity (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023).

Exhibit 10.1 2/14/2023 Wendy Cassity Delivered via email to [redacted] Hello Wendy, On behalf of XPO, Inc., I’m happy to offer you the position of Chief Legal Officer and Corporate Secretary. I know I speak for the rest of our team when I say how pleased we are to make you this offer. In this role, you’ll report directly to Mario Harik, Chief Executive Officer, and you’ll be based out of our Bosto

May 4, 2023 EX-10.7

Change in Control and Severance Agreement, dated April 17, 2023, between the registrant and David Bates (incorporated herein by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023).

Exhibit 10.7 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into by and between XPO, INC., a Delaware corporation (the “Company”), and David Bates (“Employee”). Certain capitalized terms used in this Agreement are defined in Section 7 below. WHEREAS, Employee and the Company are entering into an offer letter (the “Off

May 4, 2023 EX-99.1

Non - GAAP financial measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non - GAAP financial measures contained in this document to the most directly comparable measure under GAAP, w

Investor Presentation May 2023 Exhibit 99.1 Non - GAAP financial measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non - GAAP financial measures contained in this document to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this document . This document contains the followin

May 4, 2023 EX-10.5

Compensation Plan) (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly

Exhibit 10.5 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE### (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and ###PARTICIPANT### This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an awa

May 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO, Inc.

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 XPO, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I.R

April 24, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

April 21, 2023 ARS

ARS

Notice of 2023 Annual Meeting Proxy Statement 2022 Annual Report XPO, Inc. Five American Lane Greenwich, CT 06831 USA xpo.com Y our freight first XPO 2022 Annual Report©2023 XPO, Inc. XPO (NYSE: XPO) is one of the largest providers of asset-based less-than-truckload (LTL) transportation in North America, with proprietary technology that moves goods efficiently through its network. Together with it

April 20, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 20, 2023 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 20, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

April 20, 2023 EX-99.1

XPO Appoints Dave Bates as Chief Operating Officer

EX-99.1 2 tm2313349d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 XPO Appoints Dave Bates as Chief Operating Officer GREENWICH, Conn. — April 20, 2023 — XPO (NYSE: XPO), a leading provider of less-than-truckload (LTL) freight transportation, today announced that Dave Bates is joining the company as chief operating officer, North American LTL, effective April 21, 2023. Mario Harik, chief executive officer

April 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 XPO, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (

April 11, 2023 EX-99.1

©2023 XPO, INC. XPO Post - Spin Financial Data Presentation April 2023

Exhibit 99.1 ©2023 XPO, INC. XPO Post - Spin Financial Data Presentation April 2023 ©2023 XPO, INC. On November 1 , 2022 , XPO, Inc . (“XPO” or the “Company”) completed the spin - off of its tech - enabled brokered transportation platform as RXO, Inc . (the "RXO Separation") . Additionally, in March 2022 , XPO sold its North American intermodal operation (“Intermodal Sale”) and recorded a $ 430 mi

March 9, 2023 EX-99.1

XPO Names J. Wes Frye to Board of Directors

Exhibit 99.1 XPO Names J. Wes Frye to Board of Directors GREENWICH, Conn. — March 9, 2023 — XPO (NYSE: XPO), a leading provider of less-than-truckload (LTL) freight transportation in North America, today announced that J. Wes Frye has joined the company’s board of directors, effective immediately. His appointment expands the composition of the board to nine members, of which seven are independent

March 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 XPO, INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number) (I

February 14, 2023 SC 13G/A

XPO / XPO Logistics Inc / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* XPO Logistics, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 983793100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

February 13, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32172 XPO, Inc. (Exa

February 13, 2023 EX-19.1

Insider Trading Policy Effective as of December 19, 2022

EX-19.1 7 xpo202210-kexx191.htm EX-19.1 Exhibit 19.1 Insider Trading Policy Effective as of December 19, 2022 Directors, officers and key employees of XPO, Inc. and its subsidiaries (collectively, the “Company”) are likely from time to time to become aware of material nonpublic information about the Company. In view of the legal prohibitions on trading in securities while in possession of material

February 13, 2023 EX-21

Subsidiaries of the registrant.

EX-21 8 xpo202210-kexx21.htm EX-21 Exhibit 21 SUBSIDIARIES OF THE REGISTRANT XPO, Inc. maintains approximately 95 subsidiaries. Set forth below are the names of certain wholly owned or at least 90% owned subsidiaries of XPO, Inc., as of December 31, 2022, that provide freight transportation services. The names of certain consolidated wholly or at least 90% owned subsidiaries that carry on the same

February 13, 2023 EX-10.17

Restricted Stock Unit Award Agreement, dated November 1, 2022, between the registrant and Mario Harik

Exhibit 10.17 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of November 1, 2022 (the “Grant Date”) between XPO LOGISTICS, INC., a Delaware corporation (the “Company” or “XPO”), and Mario Harik. This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of 221,923 restri

February 13, 2023 EX-10.34

Amendment to Employment Agreement, effective as of November 1, 2022, between the registrant and Bradley S. Jacobs

Exhibit 10.34 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (the “Amendment”) to the Employment Agreement (the “Employment Agreement”), effective as of November 1, 2022, by and between XPO Logistics, Inc. (the “Company”) and Bradley S. Jacobs (the “Employee”), is made and entered into as of November 28, 2022, by and between the Company and the Employee. 1. Section 7(a) of the Employment Agreeme

February 13, 2023 EX-10.19

Performance-Based Restricted Stock Unit Award Agreement, dated February 9, 2023, between the registrant and Mario Harik

Exhibit 10.19 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of February 9, 2023 (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and Mario A. Harik This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an awar

February 13, 2023 EX-10.18

Performance-Based Restricted Stock Unit Award Agreement, dated February 9, 2023, between the registrant and Brad Jacobs

Exhibit 10.18 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of February 9, 2023 (the “Grant Date”) between XPO, INC., a Delaware corporation (the “Company”), and Bradley S. Jacobs. This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an

February 13, 2023 EX-10.16

Restricted Stock Unit Award Agreement, dated November 1, 2022, between the registrant and Brad Jacobs (incorporated herein by reference to Exhibit 10.16 to the registrant’s Annual Report on Form 10-K filed with the SEC on February 13, 2023).

Exhibit 10.16 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of November 1, 2022 (the “Grant Date”) between XPO LOGISTICS, INC., a Delaware corporation (the “Company” or “XPO”), and Brad Jacobs. This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of 1,174,495 rest

February 9, 2023 SC 13G/A

XPO / XPO Logistics Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02284-xpoinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: XPO Inc. Title of Class of Securities: Common Stock CUSIP Number: 983793100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant

February 8, 2023 EX-99.1

XPO Announces Fourth Quarter and Full Year 2022 Results Reports fourth quarter growth in North American LTL year-over-year, including 26% increase in operating income and 20% increase in adjusted EBITDA Achieves fourth quarter tonnage growth year-ove

Exhibit 99.1 XPO Announces Fourth Quarter and Full Year 2022 Results Reports fourth quarter growth in North American LTL year-over-year, including 26% increase in operating income and 20% increase in adjusted EBITDA Achieves fourth quarter tonnage growth year-over-year in North American LTL GREENWICH, Conn. — February 8, 2023 — XPO (NYSE: XPO) today announced its financial results for the fourth q

February 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 XPO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

February 8, 2023 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

February 8, 2023 EX-99.1

Non - GAAP financial measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non - GAAP financial measures contained in this document to the most directly comparable measure under GAAP, w

Exhibit 99.1 Investor Presentation February 2023 Exhibit 99.1 Non - GAAP financial measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non - GAAP financial measures contained in this document to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this document . This document con

February 6, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

February 6, 2023 EX-10.1

Amendment No. 7 to Second Amended and Restated Revolving Loan Credit Agreement, dated as of February 6, 2023, by and among XPO, Inc., certain subsidiaries signatory thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and co-collateral agent and Citibank, N.A., as co-collateral agent.

EX-10.1 2 tm235485d1ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   EXECUTION VERSION   AMENDMENT NO. 7 TO sECOND AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT    February 6, 2023   Amendment No. 7 to the Second Amended and Restated Revolving Loan Credit Agreement, dated as of October 30, 2015 (this “Amendment”), by and among XPO, INC. (f/k/a XPO Logistics, Inc.), a Delaware corporation (“Parent B

January 30, 2023 SC 13G/A

XPO / XPO Logistics Inc / BlackRock Inc. Passive Investment

us9837931008013023.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) XPO LOGISTICS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 983793100 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

January 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 XPO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number)

January 25, 2023 EX-10.1

by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 25, 2023).

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into between XPO Logistics, Inc., together with its existing and future direct and indirect subsidiaries and controlled affiliates (the “Company”), and Ravi Tulsyan (“Employee”) (collectively, the “Parties”). The Parties agree as follows: 1. Separation of Employment. Em

January 24, 2023 SC 13G/A

XPO / XPO Logistics Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us9837931008012423.txt us9837931008012423.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) XPO LOGISTICS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 983793100 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box

December 19, 2022 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the registrant, dated December 15, 2022 (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2022).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XPO LOGISTICS, INC. XPO Logistics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: That “Article I - CORPORATE NAME” of the Amended and Restated Certificate of Incorporat

December 19, 2022 EX-3.2

3rd Amended and Restated Bylaws of the registrant, dated December 19, 2022.

Exhibit 3.2 3rd AMENDED AND RESTATED BYLAWS OF XPO, INC. Effective December 19, 2022 TABLE OF CONTENTS ARTICLE I - OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II - STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meeting 1 Section 3. List of Stockholders 1 Section 4. Special Meetings 1 Section 5. Notice 2 Section 6. Quorum 2 Section 7. Voting 2 Section 8.

December 19, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 XPO, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 XPO, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission File Number

December 2, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2022 XPO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission Fi

December 2, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2022 XPO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission Fi

December 1, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2022 XPO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission Fi

December 1, 2022 EX-99.1

©2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY Pro Forma Financial Data December 2022

Exhibit 99.1 ?2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY Pro Forma Financial Data December 2022 ?2022 XPO LOGISTICS, INC. | CONFIDENTIAL AND PROPRIETARY On November 1 , 2022 , XPO Logistics, Inc . (?XPO? or the ?Company?) completed the previously announced separation of its tech - enabled transportation platform (the "RXO Separation") to XPO stockholders . Additionally, in March 2022

November 18, 2022 EX-99.1

-2-

Exhibit 99.1 XPO Announces Expiration, Results and Settlement of Cash Tender Offer for 6.250% Senior Notes Due 2025 GREENWICH, Conn., Nov. 18, 2022 ? XPO (NYSE: XPO) today announced the expiration, results and settlement of its previously announced tender offer (the ?Tender Offer?) to purchase for cash any and all of its outstanding 6.250% Senior Notes due 2025 (the ?Notes?). $407,624,000 aggregat

November 18, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 XPO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission F

November 2, 2022 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 XPO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation) (Commission Fi

November 2, 2022 EX-10.2

Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.2 PROMOTION PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE] (the ?Grant Date?) between XPO LOGISTICS, INC., a Delaware corporation (the ?Company?), and [NAME] This Promotion Performance-Based Restricted Stock Unit Award Agreement (this ?Award Agreement?) sets forth the terms and conditions

November 2, 2022 EX-10.8

Form of Performance-Based Restricted Stock Unit Award Agreement (2016 Omnibus Incentive Compensation Plan).

Exhibit 10.8 SIGN-ON PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of November 8, 2022 (the ?Grant Date?) between XPO LOGISTICS, INC., a Delaware corporation (the ?Company?), and Carl Anderson. This Sign-On Performance-Based Restricted Stock Unit Award Agreement (this ?Award Agreement?) sets forth the terms

November 2, 2022 EX-10.4

Employment Agreement, dated September 13, 2022, between the registrant and Bradley S. Jacobs (incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2022).

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), effective as of the date set forth on Exhibit A (the ?Start Date?), by and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the ?Company?), and the individual named on Exhibit A (?Employee?). WHEREAS, the Company and Employee are currently party to the employment agreement

November 2, 2022 EX-10.5

by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2022).

Exhibit 10.5 October 6, 2022 Carl Anderson By Email or Hand Delivery Dear Carl, On behalf of the leadership team of XPO Logistics, Inc. (the ?Company?), I?m happy to offer you the position of chief financial officer, effective November 08, 2022 (the ?Start Date?). I know I speak for the rest of our team when I say how pleased we are to make you this offer. Reporting and Work Location: In this role

November 2, 2022 EX-10.1

Employment Agreement, dated August 5, 2022, between the registrant and Mario A. Harik (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2022).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), effective as of the date set forth on Exhibit A (the ?Promotion Date?), by and between XPO Logistics, Inc., a Delaware corporation (together with its successors and assigns, the ?Company?), and the individual named on Exhibit A (?Employee?). WHEREAS, Employee currently serves as the Chief Information Officer of the Com

November 2, 2022 EX-10.6

Change in Control and Severance Agreement, dated October 9, 2022, between the registrant and Carl Anderson (incorporated by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2022).

Exhibit 10.6 CHANGE IN CONTROL AND SEVERANCE AGREEMENT This CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this ?Agreement?) is made and entered into by and between XPO LOGISTICS, INC., a Delaware corporation (the ?Company?), and Carl Anderson (?Employee?). Certain capitalized terms used in this Agreement are defined in Section 7 below. WHEREAS, Employee and the Company are entering into an offer lett

November 2, 2022 EX-10.7

by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2022).

Exhibit 10.7 SIGN-ON RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of November 8, 2022 (the ?Grant Date?) between XPO LOGISTICS, INC., a Delaware corporation (the ?Company? or ?XPO?), and Carl Anderson. This Sign On Restricted Stock Unit Award Agreement (this ?Award Agreement?) sets forth the terms and conditions of an award

November 2, 2022 EX-10.9

by reference to Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2022).

Exhibit 10.9 TRANSITION AGREEMENT This TRANSITION AGREEMENT (this ?Agreement?) is made and entered into by and between XPO LOGISTICS, INC., a Delaware corporation (the ?Company?), and Ravi Tulsyan (?Employee?). Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to them in the Severance Agreement (as defined herein). WHEREAS, Employee and the Company pr

November 2, 2022 EX-10.3

Letter of Amendment to Separation Agreement, dated September 1, 2022, between the registrant and Troy A. Cooper.

Exhibit 10.3 September 01, 2022 Troy A. Cooper c/o XPO Logistics, Inc. Five American Lane Greenwich, CT 06831 Dear Troy, This amendment letter (this ?Amendment Letter?) formalizes our discussions regarding the terms and conditions of the extension of the term of your consulting services engagement as provided in your separation agreement dated December 28, 2021 (the ?Separation Agreement?) with XP

November 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-32172 XPO Lo

November 2, 2022 EX-99.1

XPO Announces Amendments to the Offer to Purchase and Removal of the Consent Solicitation in Connection with Previously Announced Cash Tender Offer

Exhibit 99.1 XPO Announces Amendments to the Offer to Purchase and Removal of the Consent Solicitation in Connection with Previously Announced Cash Tender Offer November 2, 2022 GREENWICH, Conn. , Nov. 02, 2022 (GLOBE NEWSWIRE) - XPO Logistics, Inc. (NYSE: XPO) today announced amendments to its previously announced (i) tender offer (as amended hereby, the ?Tender Offer?) to purchase for cash any a

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