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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): June 3, 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 ¨ |
| |
| If
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 7.01. Regulation FD Disclosure
On June 3, 2026, XPO, Inc. (the “Company”) issued
a press release providing preliminary operating metrics for its North American Less-Than-Truckload segment for May 2026. A copy of
the press release is attached as Exhibit 99.1.
The Company is providing final operating metrics for its North American
Less-Than-Truckload segment for the month of April 2026. In the month of April 2026 tonnage per day decreased 1.5%, as compared
with April 2025, attributable to a year-over-year increase of 0.2% in shipments per day and a decrease of 1.7% in weight per shipment.
The information furnished in this Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any
filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically
incorporates any such information by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press
Release, dated June 3, 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: June 3, 2026 |
XPO, INC. |
| |
|
|
| |
By: |
/s/ Kyle Wismans |
| |
|
Kyle Wismans |
| |
|
Chief Financial Officer |
Exhibit 99.1
XPO Provides North American LTL Operating Data
for May 2026
GREENWICH, Conn. – June 3, 2026 – XPO (NYSE: XPO),
a leading provider of freight transportation in North America, today reported certain preliminary
LTL segment operating metrics for May 2026. LTL tonnage per day increased 0.5%, as compared with May 2025, attributable to a year-over-year
increase of 3.3% in shipments per day and a decrease of 2.7% in weight per shipment. Actual results for May 2026 may vary from the
preliminary results reported above.
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.
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.
We caution that our operating results for May 2026 are not necessarily indicative of the results that may be expected for future periods.
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