Form 8-K

8-K — XPO, Inc.

Accession: 0001104659-26-119828

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001166003

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2628363d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628363d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2628363d1_8k.htm · Sequence: 1

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0001166003

2026-10-29

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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 29, 2026

XPO,

INC.

(Exact name of registrant

as specified in its charter)

Delaware

001-32172

03-0450326

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

Five

American Lane, Greenwich,

Connecticut 06831

(Address of principal executive offices)

(855)

976-6951

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title

of each class

Trading symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.001 per share

XPO

New

York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405

of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2026, XPO, Inc. (the “Company”) issued

a press release announcing its results of operations for the fiscal quarter ended September 30, 2026. A copy of the press release is

furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit

99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange

Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any

filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference

in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Exhibit

Description

99.1

Press

Release, dated October 29, 2026, issued by XPO, Inc.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

October 29, 2026

XPO,

INC.

By:

/s/

Kyle Wismans

Kyle

Wismans

Chief

Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628363d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

XPO Reports Third

Quarter 2026 Results

GREENWICH, Conn. – October

29, 2026 – XPO (NYSE: XPO) today announced its financial results for the third quarter 2026. The company reported diluted

earnings per share of $1.53, compared with $0.68 for the same period in 2025, and adjusted diluted earnings per share of $1.70, compared

with $1.07 for the same period in 2025.

Third Quarter 2026 Summary Results

Three Months Ended September 30,

Revenue

Operating Income (Loss) (1)

(in millions)

2026

2025

Change %

2026

2025

Change %

North American Less-Than-Truckload Segment

$ 1,473

$ 1,255

17.4 %

$ 284

$ 208

36.5 %

European Transportation Segment

900

857

5.0 %

(2 )

Corporate

0.0 %

(8 )

(42 )

-81.0 %

Total

$ 2,373

$ 2,111

12.4 %

$ 288

$ 164

75.6 %

Adjusted Operating Income (2)

Adjusted EBITDA (2)

(in millions)

2026

2025

Change %

2026

2025

Change %

North American Less-Than-Truckload Segment

$ 293

$ 217

35.0 %

$ 389

$ 308

26.3 %

European Transportation Segment

144.4 %

26.3 %

Corporate

(4 )

0.0 %

Total

$ NA

$ 433

$ 342

26.6 %

Net Income (1)

Diluted EPS (1)

(in millions, except for per-share data)

2026

2025

Change %

2026

2025

Change %

Total

$ 181

$ 82

120.7 %

$ 1.53

$ 0.68

125.0 %

Diluted Weighted-Average

Common Shares Outstanding

Adjusted Diluted EPS (2)

(in millions, except for per-share data)

2026

2025

2026

2025

Change %

Total

118

120

$ 1.70

$ 1.07

58.9 %

Amounts may not add due to rounding.

NM - Not meaningful

NA - Not applicable

(1) Third quarter 2025 includes a $35 million charge ($27 million after-tax or -$0.23 per share) related to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015.

(2) See the “Non-GAAP Financial Measures” section of the press release.

Mario Harik, chairman and chief executive

officer of XPO, said, “We delivered another quarter of outstanding performance, accelerating growth in adjusted EBITDA to 27% and

adjusted diluted EPS to 59% year-over-year. Our results show how effectively we’re converting more business into higher earnings

through a combination of revenue growth and margin expansion.

“In North American LTL, we grew

adjusted operating income by 35% year-over-year and improved our adjusted operating ratio by 260 basis points, significantly outperforming

seasonality. This reflects sequential improvements in both yield and revenue per shipment, excluding fuel, alongside stronger volume

growth from profitable share gains. Increasingly, we’re improving revenue quality with higher-margin freight as customers value

our world-class service, including a damage claims ratio below 0.2%. And on the cost side, we’re operating more efficiently by

expanding the use of AI across our network.”

Harik continued, “Our strong performance

across North America and Europe underscores the substantial opportunities we have to continue compounding our earnings growth, with further

upside as freight demand recovers. Additionally, we’re accelerating our free cash flow and capital return to shareholders, enhancing

long-term value.”

Third Quarter Highlights

For the third quarter 2026, the company

generated revenue of $2.37 billion, compared with $2.11 billion for the same period in 2025.

Operating income was $288 million for

the third quarter, compared with $164 million for the same period in 2025. Net income was $181 million for the third quarter, compared

with $82 million for the same period in 2025. Diluted earnings per share was $1.53 for the third quarter, compared with $0.68 for the

same period in 2025.

Adjusted net income, a non-GAAP financial

measure, was $200 million for the third quarter, compared with $128 million for the same period in 2025. Adjusted diluted EPS, a non-GAAP

financial measure, was $1.70 for the third quarter, compared with $1.07 for the same period in 2025.

Adjusted earnings before interest, taxes,

depreciation and amortization (“adjusted EBITDA”), a non-GAAP financial measure, was $433 million for the third quarter,

compared with $342 million for the same period in 2025.

The company generated $415 million

of cash flow from operating activities in the third quarter and ended the quarter with $260 million of cash and cash equivalents on

hand, after completing $123 million of net capital expenditures, $150 million of common stock repurchases and $100 million of term

loan repayments.

Results by Business Segment

· North

American Less-Than-Truckload (LTL): The segment grew revenue to $1.47 billion for

the third quarter 2026, compared with $1.26 billion for the same period in 2025. On a year-over-year basis, yield, excluding fuel, increased

3.6%, shipments per day increased 5.8%, and tonnage per day increased 5.0%.

Operating income increased

to $284 million for the third quarter, compared with $208 million for the same period in 2025. Adjusted operating income, a non-GAAP

financial measure, increased to $293 million for the third quarter, compared with $217 million for the same period in 2025. Adjusted

operating ratio, a non-GAAP financial measure, was 80.1%, reflecting a year-over-year improvement of 260 basis points.

Adjusted EBITDA for the third

quarter was $389 million, compared with $308 million for the same period in 2025. The increase in adjusted EBITDA reflects yield growth,

higher tonnage per day, cost efficiencies and higher fuel surcharge revenue, partially offset by higher fuel costs and wage inflation.

· European

Transportation: The segment grew revenue to $900 million for the third quarter 2026,

compared with $857 million for the same period in 2025. Operating income increased to $12

million for the third quarter, compared with a loss of $2 million for the same period in

2025.

Adjusted EBITDA increased

to $48 million for the third quarter, compared with $38 million for the same period in 2025. The increase in adjusted EBITDA reflects

higher revenue and cost efficiencies, partially offset by higher fuel costs.

· Corporate:

The segment generated an operating loss of $8 million for the third quarter 2026, compared

with a loss of $42 million for the same period in 2025.

Adjusted EBITDA was a loss

of $4 million for the third quarter, consistent with the same period in 2025.

Conference Call

The company will hold a conference call

on Thursday, October 29, 2026, at 8:30 a.m. Eastern Time. Participants can call toll-free (from US/Canada) 1-877-269-7756; international

callers dial +1-201-689-7817. A live webcast of the conference will be available on the investor relations area of the company’s

website, xpo.com/investors. The conference will be archived until November 28, 2026. To access the replay by phone, call toll-free

(from US/Canada) 1-877-660-6853; international callers dial +1-201-612-7415. Use participant passcode 13762528.

About XPO

XPO, Inc. (NYSE: XPO) is a leader in

asset-based less-than-truckload (LTL) freight transportation in North America. The company’s customer-focused organization

efficiently moves 17 billion pounds of freight per year, enabled by its proprietary technology. XPO serves 55,000 customers with 575 locations

and 38,000 employees in North America and Europe, and is headquartered in Greenwich, Conn., USA. Visit xpo.com for more

information, and connect with XPO on LinkedIn, Facebook, X, Instagram and YouTube.

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 press release

to the most directly comparable measures under GAAP, which are set forth in the financial tables attached to this press release.

XPO’s non-GAAP financial measures

in this press release include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”)

on a consolidated basis and for corporate; adjusted EBITDA margin on a consolidated basis; adjusted EBITDA, excluding gains on real estate

transactions on a consolidated basis and for our North American Less-Than-Truckload segment; adjusted net income; adjusted diluted earnings

per share (“adjusted diluted EPS”); adjusted diluted EPS, excluding gains on real estate transactions; adjusted operating

income for our North American Less-Than-Truckload and European Transportation segments; and adjusted operating ratio for our North American

Less-Than-Truckload segment.

We believe that the above adjusted financial

measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated

to, XPO and its business segments’ core operating performance, and may assist investors with comparisons to prior periods and assessing

trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures

may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental

measures of our operating performance.

Adjusted EBITDA, adjusted EBITDA margin,

adjusted EBITDA, excluding gains on real estate transactions, adjusted net income, adjusted diluted EPS, adjusted diluted EPS, excluding

gains on real estate transactions, adjusted operating income and adjusted operating ratio include adjustments for transaction and integration

costs, as well as restructuring costs and other adjustments as set forth in the attached tables. Transaction and integration adjustments

are generally incremental costs that result from an actual or planned acquisition, divestiture or spin-off and may include transaction

costs, consulting fees, stock-based compensation, retention awards, internal salaries and wages (to the extent the individuals are assigned

full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Restructuring

costs primarily relate to severance costs associated with business optimization initiatives. Management uses these non-GAAP financial

measures in making financial, operating and planning decisions and evaluating XPO’s and each business segment’s ongoing performance.

We believe that adjusted EBITDA, adjusted

EBITDA margin and adjusted EBITDA, excluding gains on real estate transactions improve comparability from period to period by removing

the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other

adjustments as set out in the attached tables that management has determined are not reflective of core operating activities and thereby

assist investors with assessing trends in our underlying businesses. We believe that adjusted net income, adjusted diluted EPS and adjusted

diluted EPS, excluding gains on real estate transactions improve the comparability of our operating results from period to period by

removing the impact of certain costs and gains that management has determined are not reflective of our core operating activities, including

amortization of acquisition-related intangible assets, transaction and integration costs, restructuring costs and other adjustments as

set out in the attached tables. We believe that adjusted operating income and adjusted operating ratio improve the comparability of our

operating results from period to period by removing the impact of certain transaction and integration costs and restructuring costs,

as well as amortization expense and other adjustments as set out in the attached tables.

Forward-looking Statements

This release includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.

In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,”

“believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”

“predict,” “should,” “will,” “expect,” “objective,” “projection,”

“forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,”

“trajectory” or the negative of these terms or other comparable terms. These forward-looking statements are based on certain

assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected

future developments, as well as other factors we believe are appropriate in the circumstances.

These forward-looking statements

are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance

or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied

by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our

filings with the SEC, and the following: the effects of business, economic, political, legal, and regulatory impacts or conflicts upon

our operations; supply chain disruptions and shortages, strains on production or extraction of raw materials, cost inflation and labor

and equipment shortages; our ability to align our investments in capital assets, including equipment, service centers, and warehouses

to our customers’ demands; our ability to implement our cost and revenue initiatives and accelerate growth and expansion as a result

of those initiatives; our ability to improve pricing growth; the effectiveness of our action plan, and other management actions, to improve

our North American LTL business; our ability to continue insourcing linehaul in ways that enhance our network efficiency and productivity;

the anticipated impact of a freight market recovery on our business; our ability to capture profitable share gains, facilitate yield

growth, accelerate free cash flow, and improve margins to enhance shareholder value; our ability to benefit from a sale, spin-off or

other divestiture of one or more business units or to successfully integrate and realize anticipated synergies, cost savings and profit

opportunities from acquired companies; goodwill impairment; issues related to compliance with data protection laws, competition laws,

and intellectual property laws; fluctuations in currency exchange rates, fuel prices and fuel surcharges; our ability to develop and

implement proprietary technology and suitable information technology systems that contribute to financial, operational, competitive and

productivity efficiencies and improvements; the impact of potential cyber-attacks and information technology or data security breaches

or failures; our ability to repurchase shares on favorable terms; our indebtedness; our ability to raise debt and equity capital; fluctuations

in interest rates; seasonal fluctuations; our ability to maintain positive relationships with our network of third-party transportation

providers; our ability to attract and retain management talent and key employees including qualified drivers; labor matters; litigation;

and competition.

All forward-looking statements set

forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments

anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on

us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not

undertake any obligation to update forward-looking statements except to the extent required by law.

Investor Contact

Brian Scasserra

+1 617-607-6429

brian.scasserra@xpo.com

Media Contact

Cole Horton

+1 203-609-6004

cole.horton@xpo.com

XPO, Inc.

Condensed Consolidated Statements of Income

(Unaudited)

(In millions, except per share data)

Three Months

Ended

Nine Months

Ended

September

30,

September

30,

2026

2025

Change

2026

2025

Change

Revenue

$ 2,373

$ 2,111

12.4 %

$ 6,823

$ 6,146

11.0 %

Salaries, wages and employee

benefits

949

876

8.3 %

2,759

2,579

7.0 %

Purchased transportation

451

424

6.4 %

1,338

1,250

7.0 %

Fuel, operating expenses and

supplies

488

406

20.2 %

1,387

1,183

17.2 %

Operating taxes and licenses

-4.8 %

3.3 %

Insurance and claims

-25.6 %

107

118

-9.3 %

(Gains) losses on sales of property

and equipment

100.0 %

(6 )

(2 )

200.0 %

Depreciation and amortization

expense

134

0.0 %

398

388

2.6 %

Pre-Con-way

acquisition environmental matter (1)

-100.0 %

-97.1 %

Legal

matters (2)

0.0 %

(13 )

-100.0 %

Transaction and integration costs

200.0 %

0.0 %

Restructuring

costs

-16.7 %

38.5 %

Operating

income

288

164

75.6 %

733

513

42.9 %

Other income

(3 )

(2 )

50.0 %

(10 )

(4 )

150.0 %

Debt extinguishment loss

20.0 %

Interest

expense

-7.4 %

155

166

-6.6 %

Income before income tax

provision

240

112

114.3 %

582

346

68.2 %

Income tax

provision

100.0 %

138

55.1 %

Net

income

$ 181

$ 82

120.7 %

$ 444

$ 257

72.8 %

Earnings

per share data (3)

Basic earnings per share

$ 1.55

$ 0.69

$ 3.79

$ 2.18

Diluted earnings per share

$ 1.53

$ 0.68

$ 3.75

$ 2.15

Weighted-average common

shares outstanding

Basic weighted-average common

shares outstanding

117

118

117

118

Diluted weighted-average common

shares outstanding

118

120

118

120

Amounts may not add due to rounding.

NM - Not meaningful.

(1) Relates to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015, as described in Note 17 to the Company's Annual Report on Form 10-K for the period ended December 31, 2025.

(2) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

(3)

The sum of quarterly earnings per share may not equal year-to-date amounts due to differences in the weighted-average number of shares

outstanding during the respective periods.

XPO, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In millions, except per share data)

September 30,

December 31,

2026

2025

ASSETS

Current assets

Cash and cash equivalents

$ 260

$ 310

Accounts receivable, net of allowances of $41 and $40, respectively

1,250

1,035

Other current assets

249

285

Total current assets

1,759

1,630

Long-term assets

Property and equipment, net of $2,481 and $2,360 in accumulated depreciation, respectively

3,679

3,664

Operating lease assets

798

777

Goodwill

1,524

1,547

Identifiable intangible assets, net of $617 and $580 in accumulated amortization, respectively

266

311

Other long-term assets

282

265

Total long-term assets

6,549

6,564

Total assets

$ 8,308

$ 8,194

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$ 485

$ 455

Accrued expenses

878

760

Short-term borrowings and current maturities of long-term debt

129

Short-term operating lease liabilities

170

166

Other current liabilities

123

113

Total current liabilities

1,785

1,555

Long-term liabilities

Long-term debt

2,995

3,253

Deferred tax liability

524

482

Employee benefit obligations

Long-term operating lease liabilities

627

611

Other long-term liabilities

322

345

Total long-term liabilities

4,550

4,778

Stockholders’ equity

Common stock, $0.001 par value; 300 shares authorized; 117 shares issued and outstanding as of

September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

834

1,160

Retained earnings

1,332

888

Accumulated other comprehensive loss

(192 )

(187 )

Total equity

1,973

1,861

Total liabilities and equity

$ 8,308

$ 8,194

Amounts may not add due to rounding.

XPO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In millions)

Nine Months Ended

September 30,

2026

2025

Cash flows from operating activities

Net income

$ 444

$ 257

Adjustments to reconcile net income to net cash from operating activities

Depreciation and amortization

398

388

Stock compensation expense

Accretion of debt

Deferred tax expense

Gains on sales of property and equipment

(6 )

(2 )

Other

Changes in assets and liabilities

Accounts receivable

(256 )

(106 )

Other assets

Accounts payable

(14 )

Accrued expenses and other liabilities

133

Net cash provided by operating activities

906

760

Cash flows from investing activities

Payment for purchases of property and equipment

(369 )

(551 )

Proceeds from sale of property and equipment

Payment for settlement of cross-currency swaps

(3 )

Net cash used in investing activities

(331 )

(532 )

Cash flows from financing activities

Proceeds from issuance of debt

885

Repayment of debt

(1,085 )

(50 )

Repayment of finance leases and other debt

(60 )

(56 )

Payment for debt issuance costs

(1 )

(3 )

Repurchase of common stock

(250 )

(57 )

Change in bank overdrafts

Payment for tax withholdings for restricted shares

(124 )

(47 )

Other

Net cash used in financing activities

(622 )

(185 )

Effect of exchange rates on cash, cash equivalents and restricted cash

(1 )

Net increase (decrease) in cash, cash equivalents and restricted cash

(46 )

Cash, cash equivalents and restricted cash, beginning of period

330

298

Cash, cash equivalents and restricted cash, end of period

$ 284

$ 341

Amounts may not add due to rounding.

North American Less-Than-Truckload Segment

Summary Financial Table

(Unaudited)

(In millions)

Three

Months Ended September 30,

Nine

Months Ended September 30,

2026

2025

Change

2026

2025

Change

Revenue (excluding

fuel surcharge revenue)

$ 1,150

1,060

8.5 %

$ 3,292

$ 3,112

5.8 %

Fuel surcharge

revenue

323

194

66.5 %

838

555

51.0 %

Revenue

1,473

1,255

17.4 %

4,130

3,667

12.6 %

Salaries, wages and employee

benefits

720

648

11.1 %

2,051

1,907

7.6 %

Purchased transportation

33.3 %

109

10.1 %

Fuel,

operating expenses and supplies (1)

291

225

29.3 %

803

679

18.3 %

Operating taxes and licenses

-5.9 %

-2.0 %

Insurance and claims

-33.3 %

-22.1 %

(Gains) losses on sales of property

and equipment

50.0 %

(1 )

Depreciation and amortization

101

3.1 %

298

283

5.3 %

Restructuring

costs

-50.0 %

Operating

income

284

208

36.5 %

758

565

34.2 %

Operating

ratio (2)

80.7 %

83.4 %

81.6 %

84.6 %

Amortization expense

Restructuring costs

Gains on

real estate transactions

(1 )

(10 )

(2 )

Adjusted

operating income (3)

$ 293

217

35.0 %

$ 778

$ 594

31.0 %

Adjusted

operating ratio (3) (4)

80.1 %

82.7 %

81.2 %

83.8 %

Depreciation expense

271

256

Pension income

Gains on

real estate transactions

Adjusted

EBITDA (5)

$ 389

308

26.3 %

$ 1,070

$ 857

24.9 %

Adjusted

EBITDA margin (5)

26.4 %

24.5 %

25.9 %

23.4 %

Gains on

real estate transactions

Adjusted

EBITDA, excluding gains on real estate transactions (3)

$ 389

308

26.3 %

$ 1,060

$ 855

24.0 %

Amounts

may not add due to rounding.

- Not meaningful.

(1)

Fuel, operating expenses and supplies includes fuel-related taxes.

(2)

Operating ratio is calculated as (1 - (Operating income divided by Revenue)) using the underlying unrounded amounts.

(3)

See the “Non-GAAP Financial Measures” section of the press release.

(4)

Adjusted operating ratio is calculated as (1 - (Adjusted operating income divided by Revenue)) using the underlying unrounded amounts;

adjusted operating margin is the inverse of adjusted operating ratio.

(5)

Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280. Adjusted

EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.

North American Less-Than-Truckload

Summary Data Table

(Unaudited)

Three

Months Ended September 30,

Nine

Months Ended September 30,

2026

2025

Change

2026

2025

Change

Pounds per day (thousands)

68,494

65,236

5.0 %

67,502

66,158

2.0 %

Shipments per day

52,988

50,094

5.8 %

51,697

49,763

3.9 %

Average weight per shipment (in pounds)

1,293

1,302

-0.7 %

1,306

1,329

-1.8 %

Revenue per shipment (including

fuel surcharges)

$ 434.37

391.13

11.1 %

$ 420.13

$ 386.54

8.7 %

Revenue per shipment (excluding

fuel surcharges)

$ 339.12

330.48

2.6 %

$ 334.85

$ 327.95

2.1 %

Gross

revenue per hundredweight (including fuel surcharges) (1)

$ 34.06

30.42

12.0 %

$ 32.71

$ 29.57

10.6 %

Gross

revenue per hundredweight (excluding fuel surcharges) (1)

$ 26.70

25.77

3.6 %

$ 26.18

$ 25.16

4.0 %

Average length of haul (in miles)

854.7

866.7

853.6

852.5

Total

average load factor (2)

22,164

22,442

-1.2 %

22,247

22,548

-1.3 %

Average age of tractor fleet

(years)

4.1

3.6

Number of working days

64.0

190.0

190.5

(1) Gross revenue per hundredweight excludes the adjustment required for financial statement purposes in accordance with the company's revenue recognition policy.

(2) Total average load factor equals freight pound miles divided by total linehaul miles.

Note: Table reflects the results of the North American Less-Than-Truckload segment and excludes the European Transportation segment. Percentages presented are calculated using the underlying unrounded amounts.

European Transportation Segment

Summary Financial Table

(Unaudited)

(In millions)

Three

Months Ended September 30,

Nine

Months Ended September 30,

2026

2025

Change

2026

2025

Change

Revenue

$ 900

857

5.0 %

$ 2,694

$ 2,479

8.7 %

Salaries,

wages and employee benefits

225

224

0.4 %

696

660

5.5 %

Purchased

transportation

411

394

4.3 %

1,229

1,151

6.8 %

Fuel,

operating expenses and supplies (1)

196

180

8.9 %

584

505

15.6 %

Operating

taxes and licenses

0.0 %

27.3 %

Insurance

and claims

-6.3 %

9.5 %

Gains

on sales of property and equipment

(1 )

0.0 %

(5 )

(6 )

-16.7 %

Depreciation

and amortization

-8.6 %

101

-3.0 %

Legal

matters (2)

0.0 %

(13 )

-100.0 %

Transaction

and integration costs

Restructuring

costs

-20.0 %

82.4 %

Operating

income (loss)

$ 12

(2 )

$ 1

$ 10

-90.0 %

Other

expense

(1 )

Amortization

expense

Legal

matters (2)

(13 )

Transaction

and integration costs

Restructuring

costs

Adjusted

operating income (3)

$ 22

144.4 %

$ 48

$ 30

60.0 %

Depreciation

expense

Adjusted

EBITDA (4)

$ 48

26.3 %

$ 129

$ 115

12.2 %

Adjusted

EBITDA margin (4)

5.3 %

4.5 %

4.8 %

4.6 %

Amounts may not add due to rounding.

NM - Not meaningful.

(1) Fuel, operating expenses and supplies includes fuel-related taxes.

(2) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

(3) See the “Non-GAAP Financial Measures” section of the press release.

(4) Adjusted EBITDA is used by our chief operating decision maker to evaluate segment profit (loss) in accordance with ASC 280. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.

Corporate

Summary Financial Table

(Unaudited)

(In millions)

Three

Months Ended September 30,

Nine

Months Ended September 30,

2026

2025

Change

2026

2025

Change

Revenue

$ -

0.0 %

$ -

0.0 %

Salaries,

wages and employee benefits

0.0 %

Depreciation

and amortization

0.0 %

Pre-Con-way

acquisition environmental matter (1)

-100.0 %

-97.1 %

Transaction

and integration costs

100.0 %

-28.6 %

Restructuring

costs

0.0 %

-20.0 %

Operating

loss

$ (8 )

$ (42 )

-81.0 %

$ (25 )

$ (63 )

-60.3 %

Other

income (expense)

Depreciation

and amortization

Pre-Con-way

acquisition environmental matter (1)

Transaction

and integration costs

Restructuring

costs

Adjusted

EBITDA (2)

$ (4 )

0.0 %

$ (13 )

$ (12 )

8.3 %

Amounts may not add due to rounding.

(2) See the “Non-GAAP Financial Measures” section of the press release.

XPO, Inc.

Reconciliation of Non-GAAP Measures

(Unaudited)

(In millions)

Three

Months Ended September 30,

Nine

Months Ended September 30,

2026

2025

Change

2026

2025

Change

Reconciliation of Net Income to Adjusted EBITDA

Net income

$ 181

$ 82

120.7 %

$ 444

$ 257

72.8 %

Debt extinguishment loss

Interest expense

155

166

Income tax provision

138

Depreciation and amortization

expense

134

398

388

Pre-Con-way

acquisition environmental matter (1)

Legal

matters (2)

(13 )

Transaction and integration costs

Restructuring

costs

Adjusted

EBITDA (3)

$ 433

$ 342

26.6 %

$ 1,186

$ 960

23.5 %

Revenue

$ 2,373

$ 2,111

12.4 %

$ 6,823

$ 6,146

11.0 %

Adjusted

EBITDA margin (3) (4)

18.2 %

16.2 %

17.4 %

15.6 %

Gains on

real estate transactions

Adjusted

EBITDA, excluding gains on real estate transactions (3)

$ 432

$ 342

26.3 %

$ 1,176

$ 958

22.8 %

Amounts may not add due to rounding.

(2) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

(3) See the “Non-GAAP Financial Measures” section of the press release.

(4) Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue using the underlying unrounded amounts.

XPO, Inc.

Reconciliation of Non-GAAP Measures (cont.)

(Unaudited)

(In millions, except per share data)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Reconciliation of Net Income and Diluted Earnings Per Share to Adjusted Net Income and Adjusted Earnings Per Share

Net income (1)

$ 181

$ 82

$ 444

$ 257

Debt extinguishment loss

Amortization of acquisition-related intangible assets

Pre-Con-way acquisition environmental matter (2)

Legal matters (3)

(13 )

Transaction and integration costs

Restructuring costs

Income tax associated with the adjustments above (4)

(3 )

(12 )

(11 )

(21 )

European legal entity reorganization (5)

(3 )

Other tax adjustments

(2 )

Adjusted net income (1)(6)

$ 200

$ 128

$ 522

$ 340

Adjusted diluted earnings per share (1)(6)

$ 1.70

$ 1.07

$ 4.41

$ 2.85

Weighted-average common shares outstanding

Diluted weighted-average common shares outstanding

118

120

118

120

Amounts may not add due to rounding.

(1) Includes gains from sales of real estate of $8 million ($10 million pre-tax), or $0.06 per diluted share, and $2 million ($2 million pre-tax), or $0.02 per diluted share, for the nine months ended September 30, 2026 and 2025, respectively. Excluding these gains, adjusted diluted earnings per share is $4.35 and $2.83 for the nine months ended September 30, 2026 and 2025, respectively. The gains from sales of real estate transactions in the third quarters of 2026 and 2025 were not material.

(2) Relates to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015, as described in Note 17 to the Company's Annual Report on Form 10-K for the period ended December 31, 2025.

(3) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to 2015.

(4) This line item reflects the aggregate tax benefit of all non-tax related adjustments reflected in the table above. The detail by line item is as follows:

Debt extinguishment loss

$ -

$ 1

Amortization of acquisition-related intangible assets

Pre-Con-way acquisition environmental matter

Transaction and integration costs

Restructuring costs

$ 3

$ 12

$ 11

$ 21

Amounts may not add due to rounding.

The

income tax rate applied to reconciling items is based on the GAAP annual effective tax rate, excluding discrete items, non-deductible

compensation, losses for which no tax benefit can be recognized, and contribution- and margin-based taxes.

(5) Reflects an adjustment recognized during the first quarters of 2026 and 2025 to the tax benefit recognized in the second quarter of 2024 related to a legal entity reorganization within our European Transportation business.

(6) See the "Non-GAAP Financial Measures" section of the press release.

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