Results of Operations and Financial Condition. On July 30, 2026, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise sub…

Director — Mr. Michael Kneeland: Appointment of a new director to the Board.

but not previously defined herein have the meaning ascribed to such terms in the Term Loan A Credit Agreement. The maturity date of the Term Loan A Credit Facility is May 29, 2029; which maturity date may spring to the date that is 91 days prior to the maturity date of the Company’s 6.250% Senior Secured Notes due 2028 issued on May 24, 2023 in an initial aggregate principal amount of $830 million (the “ 2028 Notes ”) unless (x) the aggregate principal amount of 2028 Notes outstanding on such…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Chief Legal Officer and Corporate Secretary — Wendy Cassity: Resigned for personal reasons.

Results of Operations and Financial Condition. On April 30, 2026, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise s…

Results of Operations and Financial Condition. On February 5, 2026, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”)…

Executive Chairman — Bradley S. Jacobs: The Executive Chairman is stepping down from the Board and role but transitioning to a paid Special Advisor position, with a named successor (CEO Mario Harik) appointed as Chairman, indicating an orderly succession rather than a sudden loss.

Results of Operations and Financial Condition. On October 30, 2025, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or other…

Other Events. As previously disclosed, XPO, Inc. (“XPO” or “the Company”) has been engaged in litigation in the matter of Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. Co., et al., Multnomah County Circuit Court (Case No. 1204-04552) since XPO’s acquisition of Con-way in 2015. The litigation was initiated by Allianz in 2012. In early October 2025, the trial to determine the allocation of defense and indemnity costs among the applicable insurance policies took place. While t…

Results of Operations and Financial Condition. On July 31, 2025, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise sub…

Results of Operations and Financial Condition. On April 30, 2025, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise s…

Other Events On March 26, 2025, the Board of Directors (the “Board”) of XPO, Inc. (the “Company”) authorized the repurchase by the Company of up to $750 million (the “Repurchase Plan”) of our common stock, $0.001 per share (the “Common Stock”). The Repurchase Plan replaces the Company’s previous share repurchase plan, authorized by the Board in February 2019, which had $503 million remaining as of March 26, 2025. The Repurchase Plan permits shares of Common Stock to be repurchased from time t…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

but not previously defined herein have the meaning ascribed to such terms in the Revolving Credit Agreement. The maturity date of the Revolving Credit Facility is April 30, 2030. The Revolving Credit Facility is guaranteed, subject to customary exceptions, by all of the Guarantors, and is secured by a lien on substantially all of the Company’s assets and the assets of the Guarantors, in each case, subject to customary exceptions. The liens securing the Revolving Credit Facility are pari passu…

Termination of a Material Definitive Agreement. On the Closing Date, the Revolving Credit Agreement replaced the Company’s former revolving ABL credit facility and the related credit agreement, dated as of October 30, 2015 (as previously amended, amended and restated, supplemented or otherwise modified, the “ Former ABL Credit Agreement ”), by and among the XPO, Inc., certain subsidiaries signatory thereto, the other credit parties from time to time thereto, the lenders party thereto and Morg…

Results of Operations and Financial Condition. On February 6, 2025, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”)…

Results of Operations and Financial Condition. On October 30, 2024, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or other…

Results of Operations and Financial Condition. On August 1, 2024, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise su…

Director — Jason Aiken: A director resigned and the board size was reduced, which is a standard governance change with low materiality compared to C-suite executive departures.

Results of Operations and Financial Condition. On May 3, 2024, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subj…