XPO, Inc. SEC Filings

XPO, Inc. reported a routine insider transaction by its Chief Financial Officer on a Form 4. On November 14, 2025, the CFO acquired 626 shares of Common Stock at a price of $0 through the vesting and settlement of previously granted Restricted Stock Units, coded as a transaction type “M.” On the same date, the CFO disposed of 320 shares of Common Stock at $133.75 per share in a transaction coded “F,” typically used for shares withheld or sold to cover taxes. Following these transactions, the CFO directly owned 35,538 shares of XPO Common Stock. The RSUs underlying the acquisition vested in full on November 14, 2025 and no derivative securities remained beneficially owned afterward.

XPO, Inc. reported an insider equity transaction by its Chief Accounting Officer on a Form 4. On November 14, 2025, 1,096 restricted stock units vested and were settled, resulting in the acquisition of 1,096 shares of common stock at an exercise price of $0. On the same date, the officer disposed of 508 shares of common stock at $133.75 per share, typically reflecting shares sold or withheld to cover taxes and related obligations. Following these transactions, the officer directly beneficially owns 30,602 shares of XPO common stock.

Capital World Investors filed Amendment No. 3 to Schedule 13G reporting beneficial ownership of 10,985,317 shares of XPO, Inc. common stock, representing 9.3% of the class as of the reported event date 09/30/2025. The filer reports sole voting power over 10,963,639 shares and sole dispositive power over 10,985,317 shares, with no shared voting or dispositive power.

The percentage is based on 117,762,083 shares believed to be outstanding. The filer certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Invesco Ltd. filed a Schedule 13G reporting beneficial ownership of 6,267,881 shares of XPO Inc. common stock, representing 5.3% of the class as of 09/30/2025. Invesco reports sole voting power over 6,192,272 shares and sole dispositive power over 6,267,881 shares, with no shared voting or dispositive power.

The filing states Invesco, as a parent holding company to its investment advisers, may be deemed to beneficially own these shares, which are held of record by clients. The certification affirms the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of XPO.

XPO, Inc. reported third-quarter results for the period ended September 30, 2025. Revenue was $2,111 million, up 2.8% year over year, while operating income was $164 million and net income was $82 million (diluted EPS $0.68 versus $0.79). A $35 million charge tied to a legacy pre-Con-way environmental matter weighed on results. Interest expense fell to $54 million.

By segment, North American LTL revenue was $1,255 million with adjusted EBITDA of $308 million (up from $284 million). European Transportation revenue was $857 million with adjusted EBITDA of $38 million (down from $44 million). Year-to-date, cash from operations was $760 million and capex payments were $551 million. Cash and cash equivalents were $335 million, total debt principal was $3,443 million, and the company repurchased $50 million of stock in Q3, leaving $690 million under its authorization. As of October 24, 2025, shares outstanding were 117,384,263.

XPO, Inc. furnished an investor slide presentation as part of a Form 8-K dated October 30, 2025. The presentation, expected to be used in future investor meetings, is attached as Exhibit 99.1.

The material was provided under Item 7.01 (Regulation FD Disclosure), is not deemed “filed” for purposes of Section 18 of the Exchange Act, and is not incorporated by reference unless specifically stated. XPO notes the presentation should be read together with its Form 10‑Q for the quarter ended September 30, 2025.

XPO, Inc. furnished an update on its business by issuing a press release with financial results for the fiscal quarter ended September 30, 2025. The company reported these quarterly operating results in a press release dated October 30, 2025, which is attached as an exhibit to this Form 8-K. The disclosure is provided as supplemental information and is treated as "furnished" rather than "filed" under securities laws, which limits how it is incorporated into other regulatory documents.

XPO, Inc. reported it expects to recognize an approximately $35 million charge in the third quarter of 2025 related to an ongoing insurance allocation dispute tied to legacy Con-way businesses. The trial to determine allocation of defense and indemnity costs among insurers concluded in early October 2025, and while no final judgment has been entered, XPO plans to revise its estimated share of liability.

The matter involves environmental and product liability claims arising from truck and parts manufacturing operations sold by a Con-way subsidiary in 1981, years before XPO acquired Con-way in 2015. XPO notes the issue is solely related to legacy Con-way manufacturing and is unrelated to its current Less-than-Truckload operations. The expected charge includes costs already incurred by Allianz and an estimate of future allocated defense and indemnity costs, which may differ from current estimates.

XPO, Inc. (XPO) director Allison Landry reported a sale of 3,250 shares of company common stock on 09/11/2025 at a reported price of $135.0369 per share. After the transaction she beneficially owns 5,875 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/12/2025. No options or derivative transactions were reported.