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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): September 3, 2025
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 September 3, 2025, XPO, Inc. (the “Company”)
issued a press release providing preliminary operating metrics for its North American Less-Than-Truckload segment for August 2025.
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 July 2025. In the month of July 2025 weight per day decreased 8.7%, as compared
with July 2024, attributable to a year-over-year decrease of 5.6% in shipments per day and a decrease of 3.3% 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 September 3, 2025, 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:
September 3, 2025 |
XPO, INC. |
| |
|
|
| |
By: |
/s/
Kyle Wismans |
| |
|
Kyle
Wismans |
| |
|
Chief
Financial Officer |
