Form 8-K

8-K — XPO, Inc.

Accession: 0001104659-26-086807

Filed: 2026-07-27

Period: 2026-07-24

CIK: 0001166003

SIC: 4700 (TRANSPORTATION SERVICES)

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2616097d3_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2616097d3_ex99-1.htm)

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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): July 24, 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)(Zip Code)

(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 5.02. Departure of Directors or Certain Officers;

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 24, 2026, the Board of Directors (the

“Board”) of XPO, Inc. (the “Company”) appointed Mr. Michael Kneeland as a member of the Board, effective

July 27, 2026.

Mr. Kneeland is non-executive chairman of United Rentals, the

world’s largest equipment rental company. He joined United Rentals in 1998 and subsequently led the company as chief executive

officer from 2007 to 2019, including 10 concurrent years as president. He became chairman upon his retirement in 2019. He has also

served as a director of GXO Logistics, Inc. since 2025, and non-executive chair of the board of directors of Gildan Activewear Inc.

since 2024.

Pursuant to the Company’s bylaws, Mr. Kneeland will serve as

a director for an initial term until the Company’s 2027 annual meeting of stockholders or until his successor shall have been duly

elected and qualified or until his earlier resignation, retirement, death, disqualification or removal from office.

As a non-employee director, Mr. Kneeland will be entitled to

receive an annual cash retainer (currently $80,000) and an annual restricted stock unit (“RSU”) grant (currently

$190,000 in value), which is granted on the first business day of each calendar year and vests on the first business day of the next

calendar year. The number of RSUs granted is determined by dividing $190,000 by the average of the closing price of the

Company’s common stock on the ten trading days immediately preceding the grant date. On July 27, 2026, Mr. Kneeland received a

prorated grant of 388 RSUs that will vest on January 4, 2027, subject to his continued service as a director of the Company.

Since

the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Kneeland that would be

reportable under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Kneeland and any other

persons pursuant to which Mr. Kneeland was selected as a director, and Mr. Kneeland has no family relationships

with any of the Company’s directors or executive officers.

Item 8.01. Other Events.

On July 27, 2026, the Company issued a press release announcing the

appointment of Mr. Kneeland to the Board. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Exhibit

Description

99.1

Press Release, dated

July 27, 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: July 27, 2026

XPO, INC.

By:

/s/ Kyle Wismans

Kyle Wismans

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2616097d3_ex99-1.htm · Sequence: 2

Exhibit 99.1

XPO

Appoints Michael Kneeland to Board of Directors

GREENWICH,

Conn., July 27, 2026 – XPO (NYSE: XPO), a leading provider

of freight transportation in North America, today announced that Michael Kneeland has joined the company’s board of directors,

effectively immediately. The appointment expands XPO’s board to eight members, seven of whom are independent.

Mario Harik, chairman and chief executive officer of XPO, said, “Michael is an outstanding addition to our

board. Throughout his career, he and his teams have created more than $60 billion in shareholder value through operational excellence,

disciplined capital allocation and strategic governance. His expertise is strongly aligned with XPO’s commitment to delivering

outsized returns for our shareholders.”

Kneeland

is non-executive chairman of United Rentals, the world’s largest equipment rental company. He additionally serves as chairman of

Gildan Activewear, and as a director of XPO spin-off GXO Logistics. Kneeland joined United Rentals in 1998 and subsequently led the company

as chief executive officer from 2007 to 2019, including 10 concurrent years as president. He became chairman upon his retirement in 2019.

For additional

information on XPO’s board of directors and senior management team, visit the Leadership section of the company’s

website.

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.

Investor

Contact

Brian Scasserra

+1 617-607-6429

brian.scasserra@xpo.com

Media

Contact

Cole Horton

+1 203-609-6004

cole.horton@xpo.com

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