[SCHEDULE 13G/A] XPO, Inc. Amended Passive Investment Disclosure
Capital Research discloses 9.5% XPO stake
Capital Research Global Investors reports beneficial ownership of 11,157,329 shares of XPO, Inc. common stock, representing 9.5% of the 117,384,263 shares believed outstanding as of 12/31/2025.
Capital Research Global Investors reports beneficial ownership of 11,157,329 shares of XPO, Inc. common stock, representing 9.5% of the 117,384,263 shares believed outstanding as of 12/31/2025. It holds sole voting power over 11,134,473 shares and sole dispositive power over 11,157,329 shares.
The position is held through Capital Research and Management Company and related investment management entities under the Capital Research Global Investors division. The filing notes that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of XPO. AMCAP Fund is identified as having rights to receive dividends or sale proceeds related to more than 5% of the class.
Positive
None.
Negative
None.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake does Capital Research Global Investors report in XPO (XPO)?
Capital Research Global Investors reports beneficial ownership of 11,157,329 XPO common shares, equal to 9.5% of the 117,384,263 shares believed outstanding. The position reflects a significant institutional holding in XPO’s equity, disclosed in an amended Schedule 13G filing.
How much voting and dispositive power does Capital Research have over XPO (XPO) shares?
Capital Research Global Investors reports sole voting power over 11,134,473 XPO shares and sole dispositive power over 11,157,329 shares. It reports no shared voting or shared dispositive power, indicating control over how these shares are voted and whether they are sold or retained.
Is Capital Research’s 9.5% XPO (XPO) position filed as a passive investment?
Yes. The certification states the XPO securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. This aligns with a passive institutional investment reported on Schedule 13G rather than an activist or control-seeking position.
On what date is Capital Research’s XPO (XPO) ownership measured in this filing?
The reported ownership of 11,157,329 XPO shares, or 9.5% of the class, is tied to an event date of December 31, 2025. That date anchors the share count and percentage as presented in this Schedule 13G/A amendment.
Which entities are associated with Capital Research’s XPO (XPO) holdings?
The filing explains that Capital Research Global Investors is a division of Capital Research and Management Company and several affiliated investment management entities. It also identifies AMCAP Fund as a person with rights to receive dividends or sale proceeds relating to more than 5% of the XPO shares.
Does any other person have rights to income from Capital Research’s XPO (XPO) stake?
Yes. The filing notes that AMCAP Fund has the right to receive, or direct the receipt of, dividends or proceeds from the sale of XPO securities. This interest relates to more than 5% of the outstanding XPO common stock class disclosed in the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
XPO, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
983793100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
983793100
1
Names of Reporting Persons
Capital Research Global Investors
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
11,134,473.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
11,157,329.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,157,329.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
XPO, Inc.
(b)
Address of issuer's principal executive offices:
5 American Lane, Greenwich, CT 06831, United States of America
Item 2.
(a)
Name of person filing:
Capital Research Global Investors
(b)
Address or principal business office or, if none, residence:
333 South Hope Street, 55th Fl, Los Angeles, CA 90071
(c)
Citizenship:
N/A
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
983793100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
11,157,329 **
**Capital Research Global Investors ("CRGI") is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the "investment management entities"). CRGI's divisions of each of the investment management entities collectively provide investment management services under the name "Capital Research Global Investors." CRGI is deemed to be the beneficial owner of 11,157,329 shares or 9.5% of the 117,384,263 shares believed to be outstanding.
(b)
Percent of class:
9.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
11,134,473
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
11,157,329
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
AMCAP Fund
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Capital Research Global Investors
Signature:
Jae Won Chung
Name/Title:
Vice President and Senior Counsel II, Capital Research and Management Company
