Form 8-K

8-K — XPO, Inc.

Accession: 0001104659-26-052072

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001166003

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2612963d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2612963d1_ex99-1.htm)

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8-K (Primary)

Filename: tm2612963d1_8k.htm · Sequence: 1

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0001166003

2026-04-30

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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): April 30, 2026

XPO,

INC.

(Exact name of registrant

as specified in its charter)

Delaware

001-32172

03-0450326

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(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 April 30, 2026, XPO, Inc. (the “Company”) issued a press

release announcing its results of operations for the fiscal quarter ended March 31, 2026. A copy of the press release is furnished as

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

The information furnished pursuant to this Item 2.02, including Exhibit

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

or otherwise 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 April 30, 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: April 30, 2026

XPO, INC.

By:

/s/ Kyle Wismans

Kyle Wismans

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612963d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

XPO Reports First

Quarter 2026 Results

GREENWICH, Conn. – April 30,

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

earnings per share of $0.85, compared with $0.58 for the same period in 2025, and adjusted diluted earnings per share of $1.01, compared

with $0.73 for the same period in 2025.

First

Quarter 2026 Summary Results

Three Months Ended March 31,

Revenue

Operating Income (Loss)

(in millions)

2026

2025

Change %

2026

2025

Change %

North American Less-Than-Truckload Segment

$ 1,229

$ 1,172

4.9 %

$ 189

$ 158

19.6 %

European Transportation Segment

868

782

11.0 %

(6 )

Corporate

0.0 %

(9 )

0.0 %

Total

$ 2,096

$ 1,954

7.3 %

$ 174

$ 151

15.2 %

Adjusted Operating Income (1)

Adjusted EBITDA (1)

(in millions)

2026

2025

Change %

2026

2025

Change %

North American Less-Than-Truckload Segment

$ 198

$ 165

20.0 %

$ 290

$ 250

16.0 %

European Transportation Segment

0.0 %

3.1 %

Corporate

(4 )

0.0 %

Total

$ NA

$ 319

$ 278

14.7 %

Net Income

Diluted EPS

(in millions, except for per-share data)

2026

2025

Change %

2026

2025

Change %

Total

$ 101

$ 69

46.4 %

$ 0.85

$ 0.58

46.6 %

Diluted Weighted-Average

Common Shares Outstanding

Adjusted Diluted EPS (1)

(in millions, except for per-share data)

2026

2025

2026

2025

Change %

Total

119

120

$ 1.01

$ 0.73

38.4 %

Amounts may not add due to rounding.

NM - Not meaningful

NA - Not applicable

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

Mario Harik, chairman and chief executive

officer of XPO, said, “We reported a strong start to 2026, with 38% growth in adjusted diluted EPS and 15% growth in adjusted EBITDA,

year-over-year. These results mark an acceleration in our performance and the momentum we’re building across the business.

“In North American LTL, we increased

adjusted operating income by 20% year-over-year and improved our adjusted operating ratio by 200 basis points to 83.9%, significantly

outperforming seasonality. This was supported by profitable market share gains and above-market pricing growth earned through continuous

service improvements. We reduced our damage claims ratio to less than 0.2%, with damages at a record low. And we surpassed our productivity

targets by leveraging AI to operate our network more efficiently.”

Harik concluded, “We’re

continuing to deliver robust incremental margins and industry-leading operating ratio improvement, with the greatest upside still ahead.

We have a clear path to compounding earnings growth and accelerating free cash flow generation, with returns amplified as freight demand

recovers."

First Quarter Highlights

For the first quarter 2026, the company

generated revenue of $2.10 billion, compared with $1.95 billion for the same period in 2025.

Operating income was $174 million

for the first quarter, compared with $151 million for the same period in 2025. Net income was $101 million for the first quarter,

compared with $69 million for the same period in 2025. Diluted earnings per share was $0.85 for the first quarter, compared with

$0.58 for the same period in 2025.

Adjusted net income, a non-GAAP financial

measure, was $121 million for the first quarter, compared with $87 million for the same period in 2025. Adjusted diluted EPS, a non-GAAP

financial measure, was $1.01 for the first quarter, compared with $0.73 for the same period in 2025.

Adjusted earnings before interest, taxes,

depreciation and amortization (“adjusted EBITDA”), a non-GAAP financial measure, was $319 million for the first quarter,

compared with $278 million for the same period in 2025.

The company generated $183 million of

cash flow from operating activities in the first quarter and ended the quarter with $237 million of cash and cash equivalents on hand,

after completing $104 million of net capital expenditures, $30 million of common stock repurchases, and $30 million of term loan repayments.

Results by Business Segment

· North

American Less-Than-Truckload (LTL): The segment grew revenue to $1.23 billion for

the first quarter 2026, compared with $1.17 billion for the same period in 2025. On a year-over-year basis, yield, excluding fuel, increased

4.0%, shipments per day increased 3.0%, and tonnage per day increased 0.1%.

Operating income increased

to $189 million for the first quarter, compared with $158 million for the same period in 2025. Adjusted operating income, a non-GAAP

financial measure, increased to $198 million for the first quarter, compared with $165 million for the same period in 2025. Adjusted

operating ratio, a non-GAAP financial measure, was 83.9%, reflecting a year-over-year improvement of 200 basis points.

Adjusted EBITDA for the first

quarter was $290 million, compared with $250 million for the same period in 2025. The increase in adjusted EBITDA was due primarily to

yield growth, higher fuel surcharge revenue and productivity improvements, partially offset by wage inflation and higher fuel costs.

· European

Transportation: The segment grew revenue to $868 million for the first quarter 2026,

compared with $782 million for the same period in 2025. Operating income was a loss of $6

million for the first quarter, compared with income of $1 million for the same period in

2025.

Adjusted EBITDA was $33 million

for the first quarter, compared with $32 million for the same period in 2025.

· Corporate:

The segment generated an operating loss of $9 million for the first quarter 2026, consistent

with the same period in 2025.

Adjusted EBITDA was a loss

of $4 million for the first quarter 2026, consistent with the same period in 2025.

Conference Call

The company will hold a conference call

on Thursday, April 30, 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 May 30, 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 13759585.

About XPO

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

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

efficiently moves 16 billion pounds of freight per year, enabled by its proprietary technology. XPO serves 55,000 customers with 594 locations

and 37,000 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 measure 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 net income; adjusted diluted earnings

per share (“adjusted diluted EPS”); 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 net income, adjusted diluted EPS, 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 and

adjusted EBITDA margin 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 and adjusted diluted EPS 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 realize 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, and improve margins during an upcycle; 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 cost and productivity 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

March 31,

2026

2025

Change %

Revenue

$ 2,096

$ 1,954

7.3 %

Salaries, wages and employee benefits

880

832

5.8 %

Purchased transportation

423

399

6.0 %

Fuel, operating expenses and supplies

423

393

7.6 %

Operating taxes and licenses

10.5 %

Insurance and claims

-2.9 %

Gains on sales of property and equipment

(1 )

(2 )

-50.0 %

Depreciation and amortization expense

131

123

6.5 %

Legal matters (1)

(11 )

-100.0 %

Transaction and integration costs

-33.3 %

Restructuring costs

-25.0 %

Operating income

174

151

15.2 %

Other income

(3 )

(1 )

200.0 %

Debt extinguishment loss

-100.0 %

Interest expense

-5.4 %

Income before income tax provision

124

36.3 %

Income tax provision

4.5 %

Net income

$ 101

$ 69

46.4 %

Earnings per share data

Basic earnings per share

$ 0.87

$ 0.59

Diluted earnings per share

$ 0.85

$ 0.58

Weighted-average common shares outstanding

Basic weighted-average common shares outstanding

117

Diluted weighted-average common shares outstanding

119

120

Amounts

may not add due to rounding.

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

XPO, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In

millions, except per share data)

March 31,

December 31,

2026

2025

ASSETS

Current assets

Cash and cash equivalents

$ 237

$ 310

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

1,163

1,035

Other current assets

275

285

Total current assets

1,675

1,630

Long-term assets

Property and equipment, net of $2,407 and $2,360 in accumulated depreciation, respectively

3,652

3,664

Operating lease assets

758

777

Goodwill

1,532

1,547

Identifiable intangible assets, net of $590 and $580 in accumulated amortization, respectively

295

311

Other long-term assets

270

265

Total long-term assets

6,508

6,564

Total assets

$ 8,183

$ 8,194

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$ 462

$ 455

Accrued expenses

800

760

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

104

Short-term operating lease liabilities

164

166

Other current liabilities

161

113

Total current liabilities

1,691

1,555

Long-term liabilities

Long-term debt

3,172

3,253

Deferred tax liability

494

482

Employee benefit obligations

Long-term operating lease liabilities

591

611

Other long-term liabilities

300

345

Total long-term liabilities

4,642

4,778

Stockholders’ equity

Common stock, $0.001 par value; 300 shares authorized;

117 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

1,055

1,160

Retained earnings

989

888

Accumulated other comprehensive loss

(194 )

(187 )

Total equity

1,851

1,861

Total liabilities and equity

$ 8,183

$ 8,194

Amounts may not add due to rounding.

XPO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In

millions)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities

Net income

$ 101

$ 69

Adjustments to reconcile net income to net cash from operating activities

Depreciation and amortization

131

123

Stock compensation expense

Accretion of debt

Deferred tax expense

Gains on sales of property and equipment

(1 )

(2 )

Other

Changes in assets and liabilities

Accounts receivable

(146 )

(107 )

Other assets

Accounts payable

(7 )

Accrued expenses and other liabilities

Net cash provided by operating activities

183

142

Cash flows from investing activities

Payment for purchases of property and equipment

(111 )

(199 )

Proceeds from sale of property and equipment

Payment for settlement of cross-currency swaps

(3 )

Net cash used in investing activities

(107 )

(191 )

Cash flows from financing activities

Repurchase of debt

(30 )

Repayment of debt and finance leases

(20 )

(18 )

Payment for debt issuance costs

(3 )

Repurchase of common stock

(30 )

Change in bank overdrafts

Payment for tax withholdings for restricted shares

(88 )

(47 )

Other

Net cash used in financing activities

(147 )

(30 )

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

(2 )

Net decrease in cash, cash equivalents and restricted cash

(72 )

(78 )

Cash, cash equivalents and restricted cash, beginning of period

330

298

Cash, cash equivalents and restricted cash, end of period

$ 257

$ 221

Amounts may not add due to rounding.

North American Less-Than-Truckload Segment

Summary Financial Table

(Unaudited)

(In

millions)

Three Months Ended March 31,

2026

2025

Change %

Revenue (excluding fuel surcharge revenue)

$ 1,028

$ 994

3.4 %

Fuel surcharge revenue

201

178

12.9 %

Revenue

1,229

1,172

4.9 %

Salaries, wages and employee benefits

642

615

4.4 %

Purchased transportation

-18.9 %

Fuel, operating expenses and supplies (1)

236

232

1.7 %

Operating taxes and licenses

0.0 %

Insurance and claims

-25.0 %

Losses on sales of property and equipment

Depreciation and amortization

7.8 %

Operating income

189

158

19.6 %

Operating ratio (2)

84.6 %

86.5 %

Amortization expense

Gains on real estate transactions

(2 )

Adjusted operating income (3)

$ 198

$ 165

20.0 %

Adjusted operating ratio (3) (4)

83.9 %

85.9 %

Depreciation expense

Pension income

Gains on real estate transactions

Adjusted EBITDA (5)

$ 290

$ 250

16.0 %

Adjusted EBITDA margin (5)

23.6 %

21.3 %

Amounts may not add due to rounding.

NM - 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 March 31,

2026

2025

Change %

Pounds per day (thousands)

65,510

65,427

0.1 %

Shipments per day

49,834

48,400

3.0 %

Average weight per shipment (in pounds)

1,315

1,352

-2.8 %

Revenue per shipment (including fuel surcharges)

$ 394.14

$ 384.27

2.6 %

Revenue per shipment (excluding fuel surcharges)

$ 329.77

$ 325.74

1.2 %

Gross revenue per hundredweight (including fuel surcharges) (1)

$ 30.61

$ 29.06

5.3 %

Revenue per hundredweight (excluding fuel surcharges) (1)

$ 25.71

$ 24.73

4.0 %

Average length of haul (in miles)

852.6

845.6

Total average load factor (2)

22,294

22,434

-0.6 %

Average age of tractor fleet (years)

3.9

4.0

Number of working days

62.5

63.0

(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 excludes the company's trailer manufacturing operations. Percentages presented are calculated using the underlying unrounded amounts.

European Transportation Segment

Summary Financial Table

(Unaudited)

(In

millions)

Three Months Ended March 31,

2026

2025

Change %

Revenue

$ 868

$ 782

11.0 %

Salaries, wages and employee benefits

235

212

10.8 %

Purchased transportation

394

363

8.5 %

Fuel, operating expenses and supplies (1)

187

162

15.4 %

Operating taxes and licenses

66.7 %

Insurance and claims

60.0 %

Gains on sales of property and equipment

(2 )

(1 )

100.0 %

Depreciation and amortization

3.1 %

Legal matters (2)

(11 )

-100.0 %

Restructuring costs

-45.5 %

Operating income (loss)

$ (6 )

$ 1

Amortization expense

Legal matters (2)

(11 )

Restructuring costs

Adjusted operating income (3)

$ 6

0.0 %

Depreciation expense

Adjusted EBITDA (4)

$ 33

$ 32

3.1 %

Adjusted EBITDA margin (4)

3.8 %

4.1 %

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 March 31,

2026

2025

Change %

Revenue

$ -

0.0 %

Salaries, wages and employee benefits

0.0 %

Depreciation and amortization

0.0 %

Transaction and integration costs

-66.7 %

Restructuring costs

200.0 %

Operating loss

$ (9 )

0.0 %

Depreciation and amortization

Transaction and integration costs

Restructuring costs

Adjusted EBITDA (1)

$ (4 )

0.0 %

Amounts

may not add due to rounding.

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

XPO, Inc.

Reconciliation of Non-GAAP Measures

(Unaudited)

(In

millions)

Three Months Ended March 31,

2026

2025

Change %

Reconciliation of Net Income to Adjusted EBITDA

Net income

$ 101

$ 69

46.4 %

Debt extinguishment loss

Interest expense

Income tax provision

Depreciation and amortization expense

131

123

Legal matters (1)

(11 )

Transaction and integration costs

Restructuring costs

Adjusted EBITDA (2)

$ 319

$ 278

14.7 %

Revenue

$ 2,096

$ 1,954

7.3 %

Adjusted EBITDA margin (2) (3)

15.2 %

14.2 %

Amounts may not add due to rounding.

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

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

(3) 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

March 31,

2026

2025

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

Net income

$ 101

$ 69

Debt extinguishment loss

Amortization of acquisition-related intangible assets

Legal matters (1)

(11 )

Transaction and integration costs

Restructuring costs

Income tax associated with the adjustments above (2)

(3 )

(5 )

European legal entity reorganization (3)

(3 )

Adjusted net income (4)

$ 121

$ 87

Adjusted diluted earnings per share (4)

$ 1.01

$ 0.73

Weighted-average common shares outstanding

Diluted weighted-average common shares outstanding

119

120

Amounts may not add due to rounding.

(1) Reflects

the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods

prior to 2015.

(2) 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

Transaction and integration costs

Restructuring costs

$ 3

$ 5

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.

(3) 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.

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

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