Form 8-K

8-K — XPO, Inc.

Accession: 0001104659-26-088438

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001166003

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2616097d5_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2616097d5_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2616097d5_8k.htm · Sequence: 1

false

0001166003

2026-07-30

iso4217:USD

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

release announcing its results of operations for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit

99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit

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

or otherwise 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 July 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: July 30, 2026

XPO, INC.

By:

/s/ Kyle Wismans

Kyle Wismans

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2616097d5_ex99-1.htm · Sequence: 2

Exhibit 99.1

XPO Reports Second Quarter 2026 Results

GREENWICH, Conn. – July 30,

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

diluted earnings per share of $1.36, compared with $0.89 for the same period in 2025, and adjusted diluted earnings per share of $1.70,

compared with $1.05 for the same period in 2025.

Second Quarter 2026 Summary Results

Three Months Ended June 30,

Revenue

Operating Income (Loss) (1)

(in millions)

2026

2025

Change %

2026

2025

Change %

North American Less-Than-Truckload Segment

$ 1,428

$ 1,240

15.2 %

$ 285

$ 199

43.2 %

European Transportation Segment

927

841

10.2 %

(6 )

Corporate

0.0 %

(9 )

(11 )

-18.2 %

Total

$ 2,355

$ 2,080

13.2 %

$ 271

$ 198

36.9 %

Adjusted Operating Income (2)

Adjusted EBITDA (1)(2)

(in millions)

2026

2025

Change %

2026

2025

Change %

North American Less-Than-Truckload Segment

$ 287

$ 211

36.0 %

$ 390

$ 300

30.0 %

European Transportation Segment

40.0 %

9.1 %

Corporate

(4 )

0.0 %

Total

$ NA

$ 434

$ 340

27.6 %

Net Income (1)

Diluted EPS (1)

(in millions, except for per-share data)

2026

2025

Change %

2026

2025

Change %

Total

$ 162

$ 106

52.8 %

$ 1.36

$ 0.89

52.8 %

Diluted Weighted-Average

Common Shares Outstanding

Adjusted Diluted EPS (1)(2)

(in millions, except for per-share data)

2026

2025

2026

2025

Change %

Total

118

119

$ 1.70

$ 1.05

61.9 %

Amounts

may not add due to rounding.

NM - Not meaningful

NA - Not applicable

(1) Includes gains from sales of real estate of $7 million ($9 million pre-tax) or $0.06 per diluted share in the second quarter of 2026. There were no gains from sales of real estate in the second quarter of 2025.

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

Mario Harik, chairman and chief executive officer of XPO, said, “We

accelerated our performance significantly in the second quarter, delivering 56% year-over-year growth in adjusted diluted EPS and 25%

growth in adjusted EBITDA, excluding real estate gains.

“In North American LTL, we increased adjusted operating income

by 36% year-over-year and expanded our adjusted operating ratio by 300 basis points to a record 79.9%, strongly outperforming seasonality.

Both yield and revenue per shipment, excluding fuel, improved sequentially and year-over-year, while our profitable market share gains

ramped volume growth through the quarter. Underpinning these achievements is our service quality for customers, as we delivered a company-best

damage claims ratio below 0.2%. On the cost side, we continued to improve labor productivity above target by implementing new AI capabilities

across the network, enhancing efficiency.”

Harik continued, “A consistently superior customer experience

remains our foundation for value creation as we continue to grow the business and expand our margins. Our world-class service, combined

with the investments we’ve made in our network, fleet and people are driving outperformance and accelerating free cash flow generation

as freight demand strengthens.”

Second Quarter Highlights

For the second quarter 2026, the company generated revenue of $2.36

billion, compared with $2.08 billion for the same period in 2025.

Operating income was $271 million for the second quarter, compared

with $198 million for the same period in 2025. Net income was $162 million for the second quarter, compared with $106 million for the

same period in 2025. Diluted earnings per share was $1.36 for the second quarter, compared with $0.89 for the same period in 2025.

Adjusted net income, a non-GAAP financial measure, was $201 million

for the second quarter, compared with $125 million for the same period in 2025. Adjusted diluted EPS, a non-GAAP financial measure, was

$1.70 for the second quarter, compared with $1.05 for the same period in 2025.

Adjusted earnings before interest, taxes, depreciation and amortization

(“adjusted EBITDA”), a non-GAAP financial measure, was $434 million for the second quarter, compared with $340 million for

the same period in 2025.

The company generated $308 million of cash flow from operating activities

in the second quarter and ended the quarter with $298 million of cash and cash equivalents on hand, after completing $101 million of

net capital expenditures, $70 million of common stock repurchases and $70 million of term loan repayments.

Results by Business Segment

· North American Less-Than-Truckload (LTL): The segment grew revenue

to $1.43 billion for the second quarter 2026, compared with $1.24 billion for the same period in 2025. On a year-over-year basis,

yield, excluding fuel, increased 4.4%, shipments per day increased 2.8%, and tonnage per day increased 1.0%.

Operating income increased to $285 million for the second

quarter, compared with $199 million for the same period in 2025. Adjusted operating income, a non-GAAP financial measure, increased to

$287 million for the second quarter, compared with $211 million for the same period in 2025. Adjusted operating ratio, a non-GAAP financial

measure, was 79.9%, reflecting a year-over-year improvement of 300 basis points.

Adjusted EBITDA for

the second quarter was $390 million, compared with $300 million for the same period in 2025. The increase in adjusted EBITDA reflects

yield growth, higher tonnage per day, productivity improvements and higher fuel surcharge revenue, partially offset by higher fuel costs

and wage inflation.

· European Transportation: The segment grew revenue to $927 million

for the second quarter 2026, compared with $841 million for the same period in 2025. Operating income was a loss of $6 million for the

second quarter, compared with income of $11 million for the same period in 2025, due primarily to restructuring.

Adjusted EBITDA was $48 million for the second quarter, compared

with $44 million for the same period in 2025.

· Corporate: The segment generated an operating loss of $9 million for

the second quarter 2026, compared with a loss of $11 million for the same period in 2025.

Adjusted EBITDA was a loss

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

Conference Call

The company will hold a conference call

on Thursday, July 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 August 29, 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 13761453.

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 586 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 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, improve free cash flow, 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 financial, operational, competitive 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

Six Months Ended

June 30,

2026

2025

Change %

2026

2025

Change %

Revenue

$ 2,355

$ 2,080

13.2 %

$ 4,451

$ 4,034

10.3 %

Salaries, wages and employee benefits

929

871

6.7 %

1,809

1,703

6.2 %

Purchased transportation

464

426

8.9 %

887

826

7.4 %

Fuel, operating expenses and supplies

476

384

24.0 %

899

777

15.7 %

Operating taxes and licenses

4.8 %

7.5 %

Insurance and claims

0.0 %

Gains on sales of property and equipment

(7 )

(1 )

600.0 %

(8 )

(3 )

166.7 %

Depreciation and amortization expense

134

131

2.3 %

265

254

4.3 %

Pre-Con-way acquisition environmental matter

Legal matters (1)

(2 )

-100.0 %

(13 )

-100.0 %

Transaction and integration costs

-33.3 %

Restructuring costs

175.0 %

55.0 %

Operating income

271

198

36.9 %

445

349

27.5 %

Other income

(4 )

(2 )

100.0 %

(7 )

(3 )

133.3 %

Debt extinguishment loss

0.0 %

Interest expense

-8.9 %

104

112

-7.1 %

Income before income tax provision

218

143

52.4 %

342

234

46.2 %

Income tax provision

51.4 %

33.9 %

Net income

$ 162

$ 106

52.8 %

$ 263

$ 175

50.3 %

Earnings per share data (2)

Basic earnings per share

$ 1.38

$ 0.90

$ 2.24

$ 1.49

Diluted earnings per share

$ 1.36

$ 0.89

$ 2.22

$ 1.47

Weighted-average common shares outstanding

Basic weighted-average common shares outstanding

117

118

117

118

Diluted weighted-average common shares outstanding

118

119

Amounts

may not add due to rounding.

NM - Not meaningful.

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

(2) 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)

June 30,

December 31,

2026

2025

ASSETS

Current assets

Cash and cash equivalents

$ 298

$ 310

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

1,267

1,035

Other current assets

249

285

Total current assets

1,814

1,630

Long-term assets

Property and equipment, net of $2,427 and $2,360 in accumulated depreciation, respectively

3,658

3,664

Operating lease assets

782

777

Goodwill

1,528

1,547

Identifiable intangible assets, net of $604 and $580 in accumulated amortization, respectively

280

311

Other long-term assets

270

265

Total long-term assets

6,518

6,564

Total assets

$ 8,333

$ 8,194

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$ 486

$ 455

Accrued expenses

823

760

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

159

Short-term operating lease liabilities

170

166

Other current liabilities

155

113

Total current liabilities

1,794

1,555

Long-term liabilities

Long-term debt

3,047

3,253

Deferred tax liability

508

482

Employee benefit obligations

Long-term operating lease liabilities

612

611

Other long-term liabilities

328

345

Total long-term liabilities

4,577

4,778

Stockholders’ equity

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

117 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

1,005

1,160

Retained earnings

1,151

888

Accumulated other comprehensive loss

(194 )

(187 )

Total equity

1,962

1,861

Total liabilities and equity

$ 8,333

$ 8,194

Amounts may not add due to rounding.

XPO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In millions)

Six Months Ended

June 30,

2026

2025

Cash flows from operating activities

Net income

$ 263

$ 175

Adjustments to reconcile net income to net cash from operating activities

Depreciation and amortization

265

254

Stock compensation expense

Accretion of debt

Deferred tax expense

Gains on sales of property and equipment

(8 )

(3 )

Other

Changes in assets and liabilities

Accounts receivable

(262 )

(124 )

Other assets

Accounts payable

(22 )

Accrued expenses and other liabilities

Net cash provided by operating activities

491

389

Cash flows from investing activities

Payment for purchases of property and equipment

(238 )

(395 )

Proceeds from sale of property and equipment

Payment for settlement of cross-currency swaps

(3 )

Net cash used in investing activities

(208 )

(382 )

Cash flows from financing activities

Proceeds from issuance of debt

885

Repayment of debt

(985 )

Repayment of finance leases and other debt

(39 )

(36 )

Payment for debt issuance costs

(1 )

(3 )

Repurchase of common stock

(100 )

(10 )

Change in bank overdrafts

Payment for tax withholdings for restricted shares

(88 )

(48 )

Other

Net cash used in financing activities

(300 )

(74 )

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

Net decrease in cash, cash equivalents and restricted cash

(16 )

(65 )

Cash, cash equivalents and restricted cash, beginning of period

330

298

Cash, cash equivalents and restricted cash, end of period

$ 314

$ 233

Amounts may not add due to rounding.

North American Less-Than-Truckload Segment

Summary Financial Table

(Unaudited)

(In millions)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

Change %

2026

2025

Change %

Revenue (excluding fuel surcharge revenue)

$ 1,114

1,057

5.4 %

$ 2,142

$ 2,051

4.4 %

Fuel surcharge revenue

314

183

71.6 %

515

361

42.7 %

Revenue

1,428

1,240

15.2 %

2,657

2,412

10.2 %

Salaries, wages and employee benefits

689

643

7.2 %

1,331

1,259

5.7 %

Purchased transportation

25.0 %

1.4 %

Fuel, operating expenses and supplies (1)

275

222

23.9 %

511

454

12.6 %

Operating taxes and licenses

0.0 %

Insurance and claims

0.0 %

-12.2 %

(Gains) losses on sales of property and equipment

(4 )

(3 )

Depreciation and amortization

100

4.2 %

197

185

6.5 %

Restructuring costs

-75.0 %

Operating income

285

199

43.2 %

474

357

32.8 %

Operating ratio (2)

80.0 %

84.0 %

82.2 %

85.2 %

Amortization expense

Restructuring costs

Gains on real estate transactions

(9 )

(2 )

Adjusted operating income (3)

$ 287

211

36.0 %

$ 485

$ 377

28.6 %

Adjusted operating ratio (3) (4)

79.9 %

82.9 %

81.8 %

84.4 %

Depreciation expense

179

167

Pension income

Gains on real estate transactions

Adjusted EBITDA (5)

$ 390

300

30.0 %

$ 680

$ 550

23.6 %

Adjusted EBITDA margin (5)

27.3 %

24.2 %

25.6 %

22.8 %

Gains on real estate transactions

Adjusted EBITDA, excluding gains on real estate transactions (3)

$ 381

300

27.0 %

$ 671

$ 547

22.7 %

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 June 30,

Six Months Ended June 30,

2026

2025

Change %

2026

2025

Change %

Pounds per day (thousands)

68,463

67,813

1.0 %

66,998

66,625

0.6 %

Shipments per day

52,229

50,782

2.8 %

51,041

49,596

2.9 %

Average weight per shipment (in pounds)

1,311

1,335

-1.8 %

1,313

1,343

-2.3 %

Revenue per shipment (including fuel surcharges)

$ 429.98

384.13

11.9 %

$ 412.63

$ 384.20

7.4 %

Revenue per shipment (excluding fuel surcharges)

$ 335.27

327.53

2.4 %

$ 332.60

$ 326.66

1.8 %

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

$ 33.32

29.23

14.0 %

$ 32.00

$ 29.15

9.8 %

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

$ 26.09

24.99

4.4 %

$ 25.91

$ 24.86

4.2 %

Average length of haul (in miles)

853.6

845.5

853.1

845.5

Total average load factor (2)

22,287

22,765

-2.1 %

22,290

22,602

-1.4 %

Average age of tractor fleet (years)

4.0

3.7

Number of working days

63.5

126.0

126.5

(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 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 June 30,

Six Months Ended June 30,

2026

2025

Change %

2026

2025

Change %

Revenue

$ 927

841

10.2 %

$ 1,794

$ 1,622

10.6 %

Salaries, wages and employee benefits

235

224

4.9 %

470

436

7.8 %

Purchased transportation

424

394

7.6 %

817

757

7.9 %

Fuel, operating expenses and supplies (1)

201

163

23.3 %

388

324

19.8 %

Operating taxes and licenses

25.0 %

42.9 %

Insurance and claims

0.0 %

23.1 %

Gains on sales of property and equipment

(2 )

(3 )

-33.3 %

(5 )

0.0 %

Depreciation and amortization

-2.9 %

-1.5 %

Legal matters (2)

(2 )

-100.0 %

(13 )

-100.0 %

Transaction and integration costs

Restructuring costs

2000.0 %

125.0 %

Operating income (loss)

$ (6 )

$ (11 )

$ 12

Amortization expense

Legal matters (2)

(2 )

(13 )

Transaction and integration costs

Restructuring costs

Adjusted operating income (3)

$ 21

40.0 %

$ 27

$ 20

35.0 %

Depreciation expense

Adjusted EBITDA (4)

$ 48

9.1 %

$ 81

$ 76

6.6 %

Adjusted EBITDA margin (4)

5.2 %

4.5 %

4.7 %

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 June 30,

Six Months Ended June 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

Transaction and integration costs

0.0 %

-50.0 %

Restructuring costs

-75.0 %

-20.0 %

Operating loss

$ (9 )

$ (11 )

-18.2 %

$ (18 )

$ (20 )

-10.0 %

Depreciation and amortization

Pre-Con-way acquisition environmental matter

Transaction and integration costs

Restructuring costs

Adjusted EBITDA (1)

$ (4 )

0.0 %

$ (8 )

0.0 %

Amounts may not add due to rounding.

NM - Not meaningful.

(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 June 30,

Six Months Ended June 30,

2026

2025

Change %

2026

2025

Change %

Reconciliation of Net Income to Adjusted EBITDA

Net income

$ 162

$ 106

52.8 %

$ 263

$ 175

50.3 %

Debt extinguishment loss

Interest expense

104

112

Income tax provision

Depreciation and amortization expense

134

131

265

254

Pre-Con-way acquisition environmental matter

Legal matters (1)

(2 )

(13 )

Transaction and integration costs

Restructuring costs

Adjusted EBITDA (2)

$ 434

$ 340

27.6 %

$ 753

$ 618

21.8 %

Revenue

$ 2,355

$ 2,080

13.2 %

$ 4,451

$ 4,034

10.3 %

Adjusted EBITDA margin (2) (3)

18.4 %

16.3 %

16.9 %

15.3 %

Gains on real estate transactions

Adjusted EBITDA, excluding gains on real estate transactions (2)

$ 425

$ 340

25.0 %

$ 744

$ 615

21.0 %

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

Six Months Ended

June 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)

$ 162

$ 106

$ 263

$ 175

Debt extinguishment loss

Amortization of acquisition-related intangible assets

Pre-Con-way acquisition environmental matter

Legal matters (2)

(2 )

(13 )

Transaction and integration costs

Restructuring costs

Income tax associated with the adjustments above (3)

(5 )

(8 )

(10 )

European legal entity reorganization (4)

(3 )

Other tax adjustments

(2 )

Adjusted net income (5)

$ 201

$ 125

$ 322

$ 212

Adjusted diluted earnings per share (1)(5)

$ 1.70

$ 1.05

$ 2.71

$ 1.78

Weighted-average common shares outstanding

Diluted weighted-average common shares outstanding

118

119

Amounts may not add due to rounding.

(1) Includes gains from sales of real estate of $7 million ($9 million pre-tax) or $0.06 per diluted share in the second quarter of 2026. Excluding these gains, adjusted diluted earnings per share is $1.64. There were no gains from sales of real estate in the second quarter of 2025. Includes gains from sales of real estate of $7 million ($9 million pre-tax) or $0.06 per diluted share and $2 million ($2 million pre-tax) or $0.02 per diluted share for the six months ended June 30, 2026 and 2025, respectively. Excluding these gains, adjusted diluted earnings per share is $2.65 and $1.76 for the six months ended June 30, 2026 and 2025, respectively.

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

(3) 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

$ -

$ 1

Amortization of acquisition-related intangible assets

Transaction and integration costs

Restructuring costs

$ 5

$ 8

$ 10

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.

(4) 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.

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

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