XPO / XPO, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

XPO, Inc.
US ˙ NYSE ˙ US9837931008

Grundläggande statistik
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)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
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

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

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

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

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 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-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 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-10.5

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 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 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-10.4

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-10.2

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 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 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

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 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

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

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 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 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 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)

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

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. / 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 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

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 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 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 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)

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

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

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

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) (

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 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

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-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 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.

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 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

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.

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 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-10.3

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 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

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 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 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 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-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-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

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 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 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

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

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. / 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 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-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-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 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 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-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 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)

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 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

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 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 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 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 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 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

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 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)

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

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

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-10.8

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 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 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 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-10.9

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 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 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-10.3

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-10.6

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

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

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

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 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

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-10.4

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 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

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

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,

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

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

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.

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-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 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-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 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 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 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-10.1

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 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 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-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 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-10.4

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-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-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-10.3

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-10.5

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

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 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 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 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 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 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

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) (

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

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

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 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-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 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-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-10.34

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-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-10.18

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 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 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

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 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 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

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 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 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 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 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 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-10.7

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-10.5

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-10.3

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 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 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-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

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 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 1, 2022 EX-10.3

by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Interpretation 6 ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES 7 Section 2.01. General Principles 7 Section 2.02. Service Credit Recognized by SpinCo and SpinCo Benefit Plans 9 Se

November 1, 2022 EX-10.2

by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.2 TAX MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022 TABLE OF CONTENTS Page SECTION 1. DEFINITION OF TERMS 2 SECTION 2. ALLOCATION OF TAX LIABILITIES 11 Section 2.01 General Rule 11 Section 2.02 Allocation of Federal Income Tax and Federal Other Tax 12 Section 2.03 Allocation of State Income and State Other Taxes 12 Section 2.04 Allocatio

November 1, 2022 EX-99.1

XPO Completes Spin-Off of RXO

Exhibit 99.1 XPO Completes Spin-Off of RXO GREENWICH, Conn. ? November 1, 2022 ? XPO (NYSE: XPO) today announced that it has completed the previously announced spin-off of RXO, Inc., creating two independent, publicly traded companies. XPO is a leading provider of less-than-truckload transportation in North America, and RXO is the fourth largest US truckload broker. XPO shares will continue to tra

November 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 31, 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 1, 2022 EX-2.1

Separation and Distribution Agreement, dated October 31, 2022, by and between the registrant and RXO, Inc. (incorporated herein by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 15 2.1 Transfer of Assets and Assumption of Liabilities 15 2.2 SpinCo Assets; Parent Assets 17 2.3 SpinCo Liabilities; Parent Liabilities 20 2.4 Approvals and Notifications 21 2.5 Novation of Liabilities

November 1, 2022 EX-10.1

by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.1 TRANSITION SERVICES AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II SERVICES 6 Section 2.01 Services 6 Section 2.02 Performance of Services 8 Section 2.03 Charges for Services 9 Section 2.04 Reimbursement for Out-of-Pocket Costs and Expenses 9 Section 2.05 Chang

November 1, 2022 EX-99.2

XPO Logistics, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.2 XPO Logistics, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements On November 1, 2022, XPO Logistics, Inc. (?XPO?) completed the previously announced separation of its asset-light, tech-enabled brokered transportation platform (the ?RXO Separation?), which was accomplished by the distribution of 100% of the outstanding common stock of RXO, Inc. (?RXO?) to XPO shareho

October 31, 2022 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 31, 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

October 31, 2022 EX-99.1

XPO Announces Third Quarter 2022 Results Delivered third quarter record operating income, up 65% year-over-year Improved tonnage in North American LTL each month through third quarter; tonnage inflected positive year-over-year in September Grew North

Exhibit 99.1 XPO Announces Third Quarter 2022 Results Delivered third quarter record operating income, up 65% year-over-year Improved tonnage in North American LTL each month through third quarter; tonnage inflected positive year-over-year in September Grew North American truck brokerage volume year-over-year by 9% GREENWICH, Conn. ? October 31, 2022 ? XPO (NYSE: XPO) today announced its financial

October 25, 2022 EX-10.1

Intellectual Property License Agreement dated as of October 24, 2022, between XPO NAT Solutions, LLC and XPO Logistics, Inc.

Exhibit 10.1 INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN XPO Logistics, INC. AND XPO NAT SOLUTIONS, LLC Dated as of October 24, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION Section 1.1 Certain Definitions 2 Section 1.2 Other Defined Terms 5 Article II ASSIGNED INTELLECTUAL PROPERTY Section 2.1 Assignment of the SpinCo Software 5 Article III INTELLECTUAL PROPERTY

October 25, 2022 EX-4.2

First Supplemental Indenture, dated as of October 25, 2022, between XPO Escrow Sub, LLC and U.S. Bank, National Association, as Trustee

Exhibit 4.2 Execution Version XPO ESCROW SUB, LLC to be merged with and into RXO, Inc., as the Company and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as the Trustee 7.500% Notes due 2027 First Supplemental Indenture Dated as of October 25, 2022 to Indenture dated as of October 25, 2022 TABLE OF CONTENTS Page Article 1 Definitions and Other Provisions of General Application Section 1.01. Defini

October 25, 2022 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): October 24, 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

October 25, 2022 EX-4.1

Indenture, dated as of October 25, 2022, between XPO Escrow Sub, LLC and U.S. Bank Trust Company, National Association, as Trustee

Exhibit 4.1 Execution Version XPO ESCROW SUB, LLC to be merged with and into RXO, Inc., as the Company and the GUARANTORS party hereto from time to time DEBT SECURITIES INDENTURE Dated as of October 25, 2022 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page This Table of Contents is not a part of the Indenture Article 1 Definitions and Incorporation by Reference Sect

October 20, 2022 EX-99.1

INFORMATION STATEMENT RXO, INC.

October 17, 2022 Dear XPO Logistics Stockholder: In March, we announced our plan to separate XPO Logistics into two independent transportation companies with vast potential.

October 20, 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): October 17, 2022 XPO LOGISTICS, I

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 17, 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

October 19, 2022 EX-99.1

Aggregate Principal Amount Outstanding

Exhibit 99.1 XPO Announces Cash Tender Offer and Consent Solicitation GREENWICH, Conn. ? October 19, 2022 ? XPO Logistics, Inc. (NYSE: XPO) today announced that it has commenced a tender offer (the ?Tender Offer?) to purchase for cash any and all of its outstanding 6.250% Senior Notes due 2025 (the ?Notes?). In connection with the Tender Offer, the company is also soliciting consents (the ?Consent

October 19, 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): October 19, 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

October 18, 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): October 18, 2022 XPO LOGISTICS, I

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 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 Fi

October 18, 2022 EX-99.1

Investor Day Presentation October 2022

EXHIBIT 99.1 Investor Day Presentation October 2022 Non - GAAP financial m easures As required by the rules of the Securities and Exchange Commission (?SEC?), we provide reconciliations of the non - GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this document. This document contains

October 18, 2022 EX-10.1

Revolving Credit Agreement, dated as of October 18, 2022, by and among RXO, the guarantors from time to time party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent and an Issuing Lender.

EXHIBIT 10.1 STRICTLY CONFIDENTIAL EXECUTION VERSION CREDIT AGREEMENT DATED AS OF October 18, 2022 AMONG RXO, Inc. as the Borrower, THE OTHER SUBSIDIARIES SIGNATORY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and CITIBANK, N.A., as Administrative Agent and an Issuing Lender CITIBANK, N.A. and BofA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners and BANK OF

October 18, 2022 EX-10.2

Term Loan Credit Agreement, dated as of October 18, 2022, by and among RXO, the guarantors from time to time party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent

EXHIBIT 10.2 STRICTLY CONFIDENTIAL EXECUTION VERSION TERM LOAN CREDIT AGREEMENT DATED AS OF October 18, 2022 AMONG RXO, INC. as the Borrower, THE OTHER SUBSIDIARIES SIGNATORY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and CITIBANK, N.A., as Administrative Agent and CITIBANK, N.A. and BofA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners and BANK OF AMERICA,

October 17, 2022 EX-99.1

XPO Releases Preliminary Results for Third Quarter 2022 and Long-Term Targets

EXHIBIT 99.1 XPO Releases Preliminary Results for Third Quarter 2022 and Long-Term Targets GREENWICH, Conn. ? October 17, 2022 ? XPO Logistics, Inc. (NYSE: XPO), a leading provider of freight transportation services, has released the following results in advance of its third quarter 2022 earnings announcement and conference call. For the third quarter 2022, the company expects to report: ? Revenue

October 17, 2022 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 17, 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

October 12, 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): October 12, 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

October 12, 2022 EX-99.1

XPO Logistics Announces Pricing of RXO’s $355 Million Notes Offering in Connection with RXO Spin-Off

Exhibit 99.1 XPO Logistics Announces Pricing of RXO?s $355 Million Notes Offering in Connection with RXO Spin-Off GREENWICH, Conn. ? October 12, 2022 ? XPO Logistics, Inc. (?XPO? or the ?company?) (NYSE: XPO) announced that RXO, Inc. (?RXO?), a wholly owned subsidiary of XPO, has priced an offering of $355 million of notes due 2027 (the ?notes?). The notes will be issued by XPO?s wholly owned subs

October 11, 2022 EX-99.1

XPO Logistics Board of Directors Approves Separation of RXO and Declares the Distribution of RXO Shares Announces New Board of Directors for XPO Post-Spin-Off Record date for the distribution of RXO shares will be October 20, 2022 “When-Issued” tradi

EXHIBIT 99.1 XPO Logistics Board of Directors Approves Separation of RXO and Declares the Distribution of RXO Shares Announces New Board of Directors for XPO Post-Spin-Off Record date for the distribution of RXO shares will be October 20, 2022 ?When-Issued? trading expected to begin on or about October 27, 2022 Distribution expected to be completed on November 1, 2022 GREENWICH, Conn. ? October 10

October 11, 2022 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): October 6, 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 Fil

October 3, 2022 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 3, 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 Fil

October 3, 2022 EX-99.1

Supplemental Financial and Other Information Reconciliation of Net Income to Adjusted EBITDA, Public Company Pro Forma Adjusted EBITDA and Public Company Pro Forma Adjusted EBITDA less Net Capital Expenditures (In millions)

EXHIBIT 99.1 Supplemental Financial and Other Information RXO Reconciliation of Net Income to Adjusted EBITDA, Public Company Pro Forma Adjusted EBITDA and Public Company Pro Forma Adjusted EBITDA less Net Capital Expenditures (Unaudited) (In millions) Twelve Months Ended June 30, Six Months Ended June 30, Years Ended December 31, 2022 2022 2021 2021 2020 2019 Net income $ 158 $ 83 $ 75 $ 150 $ 43

September 28, 2022 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 28, 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

September 28, 2022 EX-99.1

XPO Logistics Files Public Form 10 Registration Statement for Spin-Off of RXO

EXHIBIT 99.1 XPO Logistics Files Public Form 10 Registration Statement for Spin-Off of RXO GREENWICH, Conn. ? Sept. 28, 2022 (GLOBE NEWSWIRE) ? XPO Logistics, Inc. (NYSE: XPO) today announced the filing of a public Form 10 registration statement with the U.S. Securities and Exchange Commission in connection with the planned spin-off of RXO, its tech-enabled brokered transportation platform. The fi

September 28, 2022 EX-99.2

Supplemental Financial Information Relating to RXO

EXHIBIT 99.2 Supplemental Financial Information Relating to RXO Brokerage & Other Services is a reportable segment of XPO and includes the RXO business, the Intermodal business which was sold in March 2022 and the European business. The table below disaggregates that segment to reflect the RXO business. RXO Reconciliation of XPO Segment Reporting to RXO (Unaudited) Six Months Ended June 30, 2022 Y

September 13, 2022 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): September 13, 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

August 12, 2022 SC 13G/A

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

CUSIP No. 983793100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* XPO Logistics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 983793100 (CUSIP Number) August 11, 2022 Date of Event Which Requires Filing of this Statement Check the appropriate box to d

August 12, 2022 SC 13D/A

XPO / XPO Logistics Inc / Jacobs Private Equity, LLC - AMENDMENT NO. 7 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* XPO LOGISTICS, INC. (Name of Issuer) COMMON STOCK, Par Value $0.001 Per Share (Title of Class of Securities) 30217Q 207 (CUSIP Number) Jacobs Private Equity, LLC Bradley S. Jacobs 350 Round Hill Road Greenwich, Connecticut 06831 Telephone: (203) 413-4000

August 8, 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 June 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 Logisti

August 8, 2022 EX-FILING FEES

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) XPO Logistics, Inc.

August 8, 2022 S-8

As filed with the Securities and Exchange Commission on August 8, 2022

As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.

August 5, 2022 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): August 4, 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 File

August 4, 2022 EX-99.2

XPO Logistics Announces Leadership Succession Plan to Take Effect in Fourth Quarter 2022 Following Brokerage Spin-Off Mario Harik has been appointed president, North American less-than-truckload, and will succeed Brad Jacobs as XPO’s chief executive

Exhibit 99.2 XPO Logistics Announces Leadership Succession Plan to Take Effect in Fourth Quarter 2022 Following Brokerage Spin-Off Mario Harik has been appointed president, North American less-than-truckload, and will succeed Brad Jacobs as XPO’s chief executive officer once the spin-off is complete Brad Jacobs will remain with XPO as executive chairman GREENWICH, Conn. — August 4, 2022 — XPO Logi

August 4, 2022 EX-99.1

XPO Logistics Announces Second Quarter 2022 Results and Raises Full Year 2022 Financial Outlook Reports second quarter records for revenue, net income from continuing operations and adjusted EBITDA Improves North American LTL operating ratio to 82.5%

Exhibit 99.1 XPO Logistics Announces Second Quarter 2022 Results and Raises Full Year 2022 Financial Outlook Reports second quarter records for revenue, net income from continuing operations and adjusted EBITDA Improves North American LTL operating ratio to 82.5%, and improves adjusted operating ratio by 70 basis points year-over-year to 80.4% Achieves North American truck brokerage year-over-year

August 4, 2022 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, 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 File

August 4, 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): August 4, 2022 XPO LOGISTICS, INC

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, 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 File

August 4, 2022 EX-99.1

August 2022

Exhibit 99.1 August 2022 Presentation Script and Slides The following script should be read in conjunction with the accompanying slide presentation, which contains, among other information, source data for certain information set forth in the script. Thank you for joining us. We?ll start with an overview of XPO Logistics today ? our company operations and our value proposition for shareholders. We

August 4, 2022 EX-99.2

AUGUST 2022 Investor Presen t a t ion

Exhibit 99.2 AUGUST 2022 Investor Presen t a t ion Investor Presentation August 2022 2 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 doc

June 22, 2022 EX-99.1

2 Disclaimer 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 presentation to the most directly comparable meas

JUNE 2022 Sell - Side Brokerage Day Exhibit 99.1 2 Disclaimer 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 presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this document . This document

June 22, 2022 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 22, 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 File

June 13, 2022 8-K

Entry into a Material Definitive Agreement, 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 10, 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 File

June 13, 2022 EX-10.1

Amendment No. 7 to Senior Secured Term Loan Credit Agreement, dated June 10, 2022, by and among the registrant and certain subsidiaries signatory thereto, 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 June 13, 2022).

Exhibit 10.1 AMENDMENT NO. 7 TO CREDIT AGREEMENT Amendment No. 7, dated as of June 10, 2022 (this ?Amendment?), by and among XPO LOGISTICS, INC., a Delaware corporation (the ?Borrower?), certain of the Borrower?s Subsidiaries signatory hereto, the Lenders party hereto and MORGAN STANLEY SENIOR FUNDING, INC., in its capacity as administrative agent and collateral agent for the Lenders (in such capa

May 20, 2022 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report XPO Logistics, 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 Logistics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32172 03-0450326 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) Five American Lane, Greenwich, Connecticut 06831 (Address of pr

May 20, 2022 EX-1.01

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

Exhibit 1.01 XPO Logistics, Inc. Conflict Minerals Report For the reporting period from January 1, 2021 to December 31, 2021 Introduction and Company Overview XPO Logistics, Inc. (?XPO?, ?we?, ?our?, ?us?, or the ?Company?) presents this Conflict Minerals Report (the ?Report?) for the reporting period January 1, 2021 to December 31, 2021, pursuant to Rule 13p-1 promulgated under the Securities Exc

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