What changed in this filing

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Item 1. Business

2026-02-05 compared with 2025-02-07 · 91 added, 116 removed, 221 unchanged (48% of the section changed)

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XPO, Inc., together with its subsidiaries, is a leading provider of freight transportation services, with company-specific avenues for value creation.

We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe.

As of December 31, 2024, we had approximately 38,000 employees serving approximately 55,000 customers through 614 locations in 17 countries.

We use our proprietary technology to move goods efficiently through supply chains for approximately 55,000 customers in North America and Europe.

As of December 31, 2025, we had approximately 37,000 employees and 592 locations in 17 countries.

Our company has two reportable segments:

North American Less-Than-Truckload (“LTL”), the largest component of our business, and European Transportation.

North American Less-Than-Truckload (“LTL”), the largest component of our business;

and European Transportation.

North American LTL Segment

LTL in North America is a bedrock industry providing a critical service to the economy, with secular growth drivers, a favorable pricing environment and an established competitive landscape.

XPO is one of the largest LTL networks in North America, with approximately 9% share of the U.S.

XPO has one of the largest LTL networks in North America, with approximately 9% share of the U.S.

market, estimated to be $53 billion in 2024.

We provide approximately 36,000 shippers with critical geographic density and day-definite domestic services to approximately 99% of U.S.

For the full year 2025, we moved approximately 16 billion pounds of freight through our network with a customer-focused organization of truck drivers, service center teams and sales professionals, facilitated by our proprietary technology.

Our network serves approximately 37,000 shippers with critical geographic density and day-definite domestic services to approximately 99% of U.S.

zip codes, as well as cross-border services to Mexico, Canada and the Caribbean.

Our capacity and reach give us the ability to manage large freight volumes efficiently and balance our network to leverage fixed costs.

For the full year 2024, our customer-focused organization of truck drivers, service center teams and sales professionals worked together to move approximately 18 billion pounds of freight through our network.

Importantly, our LTL business historically has generated a high return on invested capital and robust free cash flow.

This supports our ongoing investments in people, network capacity and proprietary technology.

We manage the business to specific objectives, such as on-time delivery and damage-free transport of customer freight, the optimal sourcing of linehaul transportation, and the strategic expansion of our footprint in markets with long-term demand.

Since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,000 net new doors to our network — this includes the acquisition of 28 service centers previously operated by Yellow Corporation (the “Yellow Asset Acquisition”), completed in December 2023.

As of December 31, 2024, we had opened 23 of these acquired locations.

Additionally, we have continued to advance a host of initiatives that are specific to XPO and largely independent of the macroeconomic environment.

Our in-house trailer manufacturing facility and truck driver schools are self-reliant capabilities that are competitively advantageous for us, particularly when industry conditions make it difficult to source equipment or drivers.

In 2024, we produced over 4,400 trailers and continued to invest in training commercial drivers at our 130 XPO driver schools.

Specific to our technology, we believe that we have a large opportunity to drive further growth and profitability in our LTL network through innovation.

We operate the business to high service standards for on-time delivery and damage-free transport, while

balancing our network to leverage our fixed costs.

In 2025, we developed new linehaul models that use artificial intelligence (AI) to improve the efficiency of our freight flows, piloted routing innovations for pickup-and-delivery operations and continued to improve productivity with real-time labor analytics at the service center level.

Our proprietary developments in intelligent automation and AI-enabled decision-making are directly enhancing profitability.

Our LTL business historically has generated a high return on invested capital and robust free cash flow, funding our ongoing investments in people, capacity and technology.

For example, since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,000 net new doors to our network, expanding our presence in high-growth markets while improving our operating ratio.

We have created a strategic growth opportunity by building more than 30% excess door capacity into our network.

Additionally, we invest in advancing a host of XPO-specific initiatives that are largely independent of the macroeconomic environment.

Our trailer manufacturing facility and commercial truck driver schools are self-reliant competitive advantages for our company, particularly when industry conditions make it difficult to source equipment or drivers.

This positions us to capture profitable market share gains and drive higher incremental margins when market conditions improve.

LTL industry capacity is currently constrained below pre-pandemic levels in North America, and we believe that our combination of capacity and technology puts us in a unique position to respond quickly to rebounds in demand when the freight recession eases.

We expect our proprietary, AI-driven capabilities to become increasingly essential to how we operate, compete and create value in all these areas.

For more information, see “Proprietary Technology and Intellectual Property” below.

European Transportation Segment

XPO has a unique pan-European transportation platform with leading positions in key geographies:

XPO has a unique pan-European transportation platform with leading positions in key geographies and deep expertise in consumer, trade and industrial markets.

We are the #1 full truckload broker and the #1 pallet network (LTL) provider in France;

the #1 full truckload broker and the #1 LTL provider in Iberia (Spain and Portugal);

and a top-tier dedicated truckload provider in the U.K., where we also have the largest single-owner LTL network.

We serve an extensive base of customers in the consumer, trade and industrial markets, including many sector leaders that have long-tenured relationships with us.

Our range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, managed transportation, last mile, freight forwarding, warehousing and, increasingly, multimodal solutions customized for our customers, such as road-rail and road-short sea combinations.

Our operators use our proprietary technology to manage these services within our digital ecosystem in Europe.

Strategic Developments

XPO has operated solely as an asset-based LTL service provider in North America since November 2022, when we completed the spin-off of RXO, Inc.

This followed our completion of two additional components of our strategic plan:

the spin-off of GXO Logistics, Inc.

(“GXO”) in August 2021, and the sale of our North American intermodal operation in March 2022.

In December 2023, we completed the Yellow Asset Acquisition, in line with our commitment to expand capacity in key freight markets and operate the network more efficiently.

In connection with this transaction, we purchased 26 LTL service centers previously operated by Yellow Corporation and assumed existing leases for two additional locations.

The previously announced authorization by our Board of Directors to divest our European business remains in effect.

and, in the U.K., we are a market leader in warehousing, a top-tier dedicated truckload provider and have the largest single-owner LTL network.

Our extensive customer base includes many sector leaders that have long-tenured relationships with us.

Our full range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile delivery, freight forwarding and, increasingly, multimodal solutions designed for specific customer needs.

We use our proprietary technology to manage these services efficiently within our digital ecosystem in Europe.

The previously announced authorization by our Board of Directors to divest the European business remains in effect.

There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction.

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it optimizes pricing, linehaul, pickup-and-delivery and dock operations — the main components of the service we provide.

An LTL network of our scale has hundreds of thousands of activities underway at any given time, all

managed on our technology.

We have been investing in proprietary AI technology and are implementing these initiatives across a number of high-impact applications where intelligent automation and better decision making are directly enhancing profitability.

We see AI playing a major role in how we operate, price our services, compete, and create value over the long term.

An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology.

In 2025, we moved approximately 16 billion pounds of freight 772 million miles, including moving linehaul freight an average of 2.5 million miles a day.

With intelligent route-building, we can reduce empty miles in our linehaul network, improve load factor and mitigate cargo damage.

Our proprietary bypass models make recommendations to enhance trailer utilization, assimilating massive amounts of data and taking volume, density, and freight dimensions into account.

We use our real-time visualization tools to reduce costs with pickups and deliveries and developed a robust pricing platform for contractual account management and automated, dynamic pricing for local accounts.

With intelligent route-building, we can reduce empty miles in our linehaul network and improve load factor.

Our proprietary optimization models analyze massive amounts of data including volume, capacity, and dimensions and generate instructions to maximize trailer utilization, reduce cost, and enhance service.

We use our real-time visualization tools to drive efficiencies with pickups and deliveries and developed a robust pricing platform for contractual account management.

XPO Smart® is our proprietary suite of intelligent tools and analytics that self-adjusts site by site to drive productivity across our LTL service center operations.

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Our Nominating, Corporate Governance and Sustainability Committee of our Board of Directors provides oversight of, and engagement with, our management team on sustainability strategies and disclosures, ensuring our activities meet the evolving needs and expectations of our shareholders and other stakeholders.

We are proud of our sustainability efforts and initiatives, and note that in 2024, our European business was awarded the prestigious EcoVadis Gold Medal for its Corporate Social Responsibility strategy and performance.

We are proud of our sustainability efforts and initiatives, and note that in 2025, our European business was awarded the prestigious EcoVadis Gold Medal for the second year in a row for Corporate Social Responsibility strategy and performance.

Transportation Fleet

Our ongoing fleet initiatives companywide include modernizing our tractors and trailers;

deploying cleaner fuels where practical, such as natural gas, biodiesel, biogas, hydrotreated vegetable oil and electricity;

deploying cleaner fuels where practical, such as natural gas, biodiesel, renewable diesel, biogas, hydrotreated vegetable oil and electricity;

expanding our use of data and analytics to improve the efficiency of routing, loading and handling freight;

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We continue to invest in tractors with 15-liter engines and automatic transmissions that improve reliability and fuel economy, while lowering emissions and extending engine life.

In 2023, we bolstered our North American fleet with the addition of over 1,400 new tractors, reducing our average tractor age to 5.0 years at year-end from 5.9 years at the end of 2022.

In 2025, we purchased over 1,200 tractors in North America, reducing our average tractor age to approximately 3.7 years.

We continue to calibrate our vehicles to improve fuel efficiency by implementing improvements such as equipping our trucks with aero packages that reduce drag and improve miles per gallon, and utilizing SmartWay-approved low-resistance tires.

In Europe, our diesel road fleet is over 98% compliant with Euro 6 standards, and we have a natural gas-powered fleet of more than 180 trucks serving customers in France, the U.K., Spain and Portugal.

Additionally, we have environmentally-sound fleet initiatives ranging from government-approved mega-trucks in Spain, which can transport more freight with fewer trips, to fully electric vehicles for certain “last mile” and “regional” (220 miles range) deliveries.

In Europe, our diesel road fleet is over 91% compliant with Euro 6 standards, and we have a natural gas-powered fleet of 280 trucks serving customers in France, the U.K., Spain and Portugal.

Additionally, we have environmentally-sound fleet initiatives ranging from government-approved mega-trucks in Spain, which can transport more freight with fewer trips, to fully electric vehicles for “last mile” and “regional” (220 miles range) deliveries.

We are also testing the use of duo-trailer vehicles that have the potential to reduce CO2 emissions, compared with using traditional trucks for the same freight.

Electric vehicles show promise in commercial transport applications as an alternative to diesel, particularly in urban areas.

Electric vehicles show promise in commercial transport applications in Europe as an alternative to diesel, particularly in urban and regional areas.

Our fleet experts are working with manufacturers of larger electric trucks, and we have completed pilot programs to advance our understanding of the commercial viability of these vehicles.

In the U.S., we purchased nine all-electric trucks for use in our operations in California.

In Europe we have more than 75 all-electric trucks currently deployed and have committed to order more than 275 additional all-electric trucks in 2025 supported by the existing and ongoing installation of more than 350 electric charging stations at our facilities.

In Europe, we have more than 150 all-electric trucks currently deployed supported by the existing and ongoing installation of more than 350 electric charging stations at our facilities.

Our expertise in the circular economy helps us to continually improve the efficiency of our facilities.

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We also reduce waste by recycling or reusing materials where feasible, including recycling 86% of the materials in trailers at the end of their life.

Our strategy is to help customers move goods efficiently through their supply chains by using our transportation capacity, organizational strengths and proprietary technology.

We deliver value in the form of network resources, technological innovations, process and cost efficiencies and reliable outcomes.

Our services are both highly responsive to customer goals, such as mitigating environmental impacts over time, and proactive in identifying potential improvements.

We have instilled a culture that defines success as mutually beneficial results for our company and our customers.

Our comprehensive growth plan in North America focuses on four levers of value creation:

provide best-in-class customer service;

invest in adding capacity and enhancing our network for the long term;

accelerate yield growth;

and drive cost efficiencies.

We have made considerable progress in each of these areas since launching our growth plan in the fourth quarter of 2021, and we see significant potential for further improvements:

Our strategy is to help customers move goods efficiently through their supply chains by using our transportation capacity, organizational strengths and proprietary technology to deliver superior outcomes at scale.

We achieve this across the company by providing services that are both highly responsive to customer goals, such as mitigating environmental impacts over time, and proactive in identifying targets for improvement.

In North America, our comprehensive LTL growth plan focuses on four levers of value creation that underpin the interests of our shareholders and customers:

• Provide best-in-class service.

We are committed to building a premium service organization by aligning employee incentives and accountability with tangible quality-of-service results for customers.

In the fourth quarter of 2024, we delivered a damage claims ratio of 0.2%, representing a major improvement from 1.2% in the fourth quarter of 2021, and we improved our 2024 on-time performance from 2023.

We are committed to building a premium customer service organization by aligning employee incentives and accountability with tangible quality-of-service results.

In 2025, we improved on-time performance in every quarter versus 2024 and delivered a damage claims ratio of 0.3%, representing a major improvement from 1.2% in the fourth quarter of 2021.

Our ongoing investments in employee training programs, state-of-the-art equipment and technological enhancements support our team in continuously improving service quality and productivity.

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The targeted investments we make enable us to onboard more freight and position our network for the future, while further enhancing service and fluidity.

In 2024, approximately two-thirds of our capital expenditures were deployed to increase the capacity of our fleet — we added more than 4,400 trailers and 2,300 tractors, including sleeper cab trucks for linehaul insourcing.

In 2025, approximately 60% of our capital expenditures were deployed to acquire more than 3,600 trailers and 1,200 tractors, increasing the capacity of our fleet.

Our average tractor age at year-end 2025 was 3.7 years, compared with 5.9 years at year-end 2022.

Since the launch of our growth plan in late 2021, we have added more than 15,500 trailers and 4,700 tractors to our fleet and added more than 2,000 net new doors to our network.

Since the launch of our growth plan in late 2021, we have added more than 19,100 trailers and 6,000 tractors to our fleet.

• Accelerate yield growth .

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• Drive cost efficiencies.

We aim to improve cost efficiency by optimizing our purchased transportation, variable costs and overhead.

For the full year 2024, we lowered our cost of third-party purchased transportation by over 32% compared with 2023.

These cost savings were driven by reducing the number of outsourced linehaul miles as a percentage of total linehaul miles to 14.7% for the full year 2024, compared with 23.6% in 2021 at the start of our growth plan, and by negotiating lower contract rates for the miles we outsourced.

For the fourth quarter of 2024, we accelerated this initiative, reducing the number of outsourced linehaul miles as a percentage of total linehaul miles to 10.7%.

We expect that the investments we are making in capacity will further enhance our service quality, network fluidity and productivity, thereby accelerating cost efficiencies.

We aim to achieve continuous improvements in cost efficiency by optimizing our variable costs, overhead and use of purchased transportation.

Our progress with labor productivity and linehaul insourcing highlights the important role of artificial intelligence in sustaining a strong cost performance — in 2025, our managers used AI-based labor planning algorithms to improve productivity year-over-year, and we managed our network more fluidly with intelligent linehaul models, enabling us to reduce our reliance on third-party linehaul carriers ahead of plan.

With more linehaul miles managed

internally, we can gain greater control over service quality and protect our cost structure against rising truckload rates when the current freight recession ends.

For the full year 2025, we lowered our cost of third-party purchased transportation by over 50% compared with 2024 and reduced outsourced linehaul miles as a percentage of total linehaul miles to 5.1% in the fourth quarter.

This is one of many ways in which we use our technology to manage our network synergistically and accelerate incremental margin growth over time.

We have made considerable progress in each of these areas since launching our growth plan in the fourth quarter of 2021, and we believe we are still in the early stage of realizing our plan’s full potential.

Customers and Markets

We provide freight transportation services to approximately 55,000 customers ranging in size from small, entrepreneurial businesses to Fortune 500 companies.

Our customers span every major industry, giving us a presence in verticals that are fundamental to the economy, such as industrial and manufacturing, retail and e-commerce, food and beverage, and consumer goods.

In 2024, we generated approximately 60% of our revenue in North America, almost entirely in the U.S., 16% in France, 13% in the U.K.

Our customers span every major industry, giving us valuable strongholds in verticals that are fundamental to the economy, such as industrial and manufacturing, retail and e-commerce, food and beverage, and consumer goods.

In 2025, we generated approximately 59% of revenue in North America, derived almost entirely from the U.S., 16% in France, 14% in the U.K.

and 11% in the rest of Europe.

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Globally, in 2025, our top five customers combined accounted for approximately 8% of revenue, with the largest customer accounting for less than 3% of revenue.

In our North American LTL segment, in 2024, our top five customers combined accounted for approximately 10% of revenue, with the largest customer accounting for less than 4% of revenue.

In our North American LTL segment, in 2025, our top five customers combined accounted for less than 11% of revenue, with the largest customer accounting for approximately 4% of revenue.

We operate in highly competitive marketplaces where customers can choose from among many different transportation providers with distinct value propositions.

We compete on quality and reliability of service, scope and scale of operations, technological capabilities, expertise and price.

We compete on quality and reliability of service, scope and scale of operations, expertise, price, and our technological capabilities, which are growing in importance as a differentiator.

Our competitors in North America include local, regional and national LTL carriers that offer the same services we provide, such as Old Dominion Freight Line and Saia.

Our competitors in Europe vary based on the types of services provided;

for example, LTL transportation versus dedicated or brokered full truckload transportation or multimodal solutions.

Our competitors in Europe vary based on type of service;

for example, the competitive landscape for LTL transportation differs from that of dedicated or brokered full truckload transportation or multimodal solutions.

Due to the competitive nature of our marketplaces, we place equal importance on strengthening existing customer relationships and forging new relationships.

Our ability to continually invest in the business is a compelling competitive strength of XPO — it ensures that we deliver what our customers value:

reliable capacity, technological solutions and problem-solving expertise.

Strategically, this positions us to capitalize quickly in an upcycle, with substantial operating leverage built in, and accelerate profitable market share gains.

For example, while a freight recession in North America hampered demand for LTL services throughout 2024, and continues to do so, we believe that we are positioned to onboard significantly more freight when market conditions improve, due to our investments in network expansion.

Furthermore, we believe that we are in a strong position to benefit from secular industrial and retail trends in all parts of the cycle, such as the trend toward shippers increasingly outsourcing freight transportation, the shift toward more frequent LTL shipments versus full truckload freight in some sectors, and an increase in the nearshoring of manufacturing activity to North America.

Our ability to make ongoing investments in the business is one of the most compelling competitive strengths of XPO.

It ensures that we can operate consistently throughout changes in market conditions and deliver what our customers value most — reliable capacity, technology-driven efficiencies and problem-solving expertise.

We believe that we are in a strong position to create value from all levels of demand for LTL services, and to benefit from secular industrial and retail trends in all parts of the cycle, such as the trend toward shippers increasingly outsourcing freight transportation, the shift toward more frequent LTL shipments versus full truckload freight in some sectors, and an increase in the nearshoring of manufacturing activity to North America.

Our operations are regulated by various governmental agencies in the U.S.

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must comply with the safety and operations regulations of the DOT.

Like all motor carriers, XPO must participate in the FMCSA’s Compliance Safety Accountability (“CSA”) program, which uses a Safety Measurement System (“SMS”) to rank motor carriers on seven categories of safety-related data, known as Behavioral Analysis and Safety Improvement Categories (“BASICs”), including those related to, without limitation, controlled substances and alcohol, hours-of-service compliance, vehicle maintenance, hazardous materials compliance, driver fitness, accidents or crashes, and unsafe driving.

limitation, controlled substances and alcohol, hours-of-service compliance, vehicle maintenance, hazardous materials compliance, driver fitness, accidents or crashes, and unsafe driving.

We are also subject to a variety of vehicle registration and licensing requirements in certain states and local jurisdictions where we operate, as are the third-party transportation providers with which we contract.

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Our revenue and profitability in the first and fourth quarters of the calendar year are typically lower than in the second and third quarters.

The productivity of our transportation fleet historically decreases during the winter season, as it does for the industry in general, because inclement weather impedes operations.

Additionally, we believe that many of our customers experience lower post-holiday demand for their products, contributing to the historical decrease in industry freight shipments in the first quarter.

The productivity of our transportation fleet historically decreases during the winter season, as it does for the industry in general, because inclement weather impedes transport operations.

Additionally, we believe that many of our customers experience a post-holiday decline in demand for their products, contributing to the historical decrease in industry freight shipments in the first quarter.

It is not possible to reliably predict whether our historical revenue and profitability trends will continue to occur in future periods.

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By gender, approximately 15% of our global employees are women — this increases to 33% when excluding drivers, dockworkers and technicians.

In North America, 50% of our professional management positions are held by women, representing a decrease of 2.0% from 2023.

In 2024, 52% of our newly hired U.S.

employees self-identified as ethnically or racially diverse, representing a 4% decrease from 2023, and approximately 43% of our total U.S.

In North America, 50% of our professional management positions are held by women.

In 2025, approximately 60% of our newly hired U.S.

employees self-identified as ethnically or racially diverse and approximately 45% of our total U.S.

employee population was ethnically or racially diverse.

This includes 20% of U.S.

employees who self-identified as Black or African American, which is seven percentage points higher than the U.S.

employees who self-identified as Black or African American, which is over six percentage points higher than the U.S.

population, based on the most recent census data.

In our total workforce, the absolute number of females in managerial positions grew by 28% cumulatively from 2021 to 2024;

In our total workforce, the absolute number of females in managerial positions grew by approximately 5% cumulatively from 2022 to 2025;

the absolute number of ethnically or racially diverse employees in managerial positions grew by 9% cumulatively in the same period.

Ethnically or racially diverse employees earned 35% of managerial promotions in 2024, up from 34% in 2023, and held 20% of executive leadership positions (vice president and above), 28% of professional management roles and 31% of operational management roles.

We have publicly disclosed our 2024 EEO-1 report on our website, and expect to publish our 2025 EEO-1 report in the second quarter of this year.

Ethnically or racially diverse employees earned 32% of managerial promotions in 2025 and held 16% of executive leadership positions (vice president and above), 29% of professional management roles and 33% of operational management roles.

As of December 31, 2025, none of our employees were represented by a union in North America and 85% of our employees in Europe were covered by a collective bargaining or similar agreement, consistent with our December 31, 2024 position.

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The physical and emotional safety of our employees is paramount, and we have numerous protocols in place to ensure a safe work environment.

We developed our Road to Zero program to decrease occupational injuries and illnesses through education, mentoring, communication and on-the-job training that instills awareness and reduces risk.

These same priorities are emphasized when we train new commercial driver candidates at our inhouse, LTL driver training schools nationwide, where veteran XPO driver-instructors reinforce our safety culture.

We developed our Road to Zero program to decrease occupational injuries and illnesses through education, mentoring, communication and on-the-job training that instills awareness and reduces

These same priorities are emphasized when we train new commercial driver candidates at our in-house, LTL driver training schools nationwide, where veteran XPO driver-instructors reinforce our safety culture.

As part of Road to Zero, we track accident-free miles and recognize XPO drivers who have achieved million-mile safety milestones.

As of December 31, 2024, more than 2,500 of our LTL drivers have achieved a safety designation of at least one million accident-free miles, with 246 of these drivers meeting this threshold in 2024.

As of December 31, 2025, approximately 2,550 of our LTL drivers have achieved a safety designation of at least one million accident-free miles, with 211 of these drivers meeting this threshold in 2025.

Since the inception of Road to Zero in 2022, we have had four drivers reach four million accident-free miles during their career, which is the highest driver safety record in XPO’s history.

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We are diligent about evaluating new programs as they become available to support the physical and mental health of our employees.

In our open enrollment period for 2025 benefit plans, we introduced new options for virtual physical therapy and “physicals on the go,” and enhanced our employee assistance programs specifically for mental health.

Recently, we introduced new options for virtual physical therapy and virtual primary care and enhanced our employee assistance programs specifically for mental health.

Employee Engagement and Development

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Our goal is to identify candidates who have the skills our customers need, or the desire to learn those skills.

In 2024, for example, we partnered with Partnership for Your Success to attract military veterans, and worked with Women in Trucking to engage more women in transportation industry careers.

Interactive Hiring.

Our integrated approach to talent development begins with our robust digital recruitment platform, which includes online job previews and pre-employment assessments for key positions.

Our platform provides an efficient way for candidates to learn about XPO at their convenience and explore positions that match

their interests and abilities.

Our platform provides an efficient way for candidates to learn about XPO at their convenience and explore positions that match their interests and abilities.

This is a more stress-free entry into the recruitment process for job candidates, and improves both the onboarding experience and retention rates for new hires.

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This program helps retain and promote promising leadership talent by building relevant strategic skills.

XPO Field Management Training .

XPO maintains a strong “ready now” pipeline of future leaders for our operations through a comprehensive, 14-week, blended learning approach.

Our Field Management Training program graduated 68 supervisors in 2024, of which more than 40% were ethnically or racially diverse, or female.

Frontline Leadership Training.

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Trainees attend our driver school tuition-free, receive pay while training and have an opportunity for full-time employment with XPO after earning a CDL-A license.

We also offer employees tuition reimbursement of up to $5,000 for any approved non-XPO driver training school.

We also offer employees tuition reimbursement of up to

$5,000 for any approved non-XPO driver training school.

In 2025, we graduated over 400 students from our LTL driver training locations.

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XPO University .

Our learning and development platform, XPO University, delivers approximately 21,000 online and in-person learning and assessment programs to our employees in North America and Europe in areas such as onboarding, management training, technology, compliance and safety and professional skills development.

In 2024, 420,000 training hours were completed by our employees worldwide.

Our learning and development platform, XPO University, delivers over 22,000 online and in-person learning and assessment programs to our employees in North America and Europe in areas such as onboarding, management training, technology, compliance and safety and professional skills development.

In 2025, over 380,000 training hours were completed by our employees worldwide.

Expansive Total Rewards

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Competitive Wages and Jobs Creation.

In addition to our annual merit and hourly pay increases that broadly cover our employee population in North America, approximately 1,000 eligible LTL employees at over 35 locations received additional wage increases throughout 2024.

Further, across our North American and European operations, our ongoing investments in growth expanded our total permanent workforce by 0.2% year-over-year with a net 95 new permanent employees.

In addition to our annual merit and hourly pay increases that broadly cover our employee population in North America, over 1,000 eligible LTL employees at over 225 locations received additional wage increases throughout 2025.

Comprehensive Benefits.

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• Pregnancy Care Policy:

Guarantees up to 80 hours of paid prenatal leave and certain automatic accommodations, plus consideration of more significant accommodations while preserving existing wage rates.

Guarantees up to 80 hours of paid prenatal medical leave and certain automatic accommodations, plus consideration of more significant accommodations while preserving existing wage rates.

• Family Bonding Policy:

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• Tuition Reimbursement:

Provides for up to $5,250 of annual reimbursement for continuing education, academic discounts in more than 80 fields of online study and tuition-free commercial driver training.

Provides up to $5,250 of annual reimbursement for continuing education, academic discounts in a wide variety of fields of online study and tuition-free commercial driver training.

• Additional Benefits:

Includes virtual preventive health care, pelvic health management, physical therapy services and diabetes management services at no cost to employees, as well as supplemental insurance, short-term loans and a personalized Total Rewards Statement.

Includes virtual preventive health care, pelvic health management, physical therapy services and diabetes testing supplies at no cost to enrolled employees, as well as supplemental insurance, short-term loans and a personalized Total Rewards Statement.

In Europe, XPO’s benefit programs vary by country and are tailored to the needs of local markets.

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Komen 3-Day Walks to end breast cancer and partnered with Truckers Against Trafficking to educate our employees about human trafficking.

We supported homeless shelters by donating more than 64,000 pairs of socks, donated more than $115,000 worth of schools supplies to local kids across our network, and sponsored Pat’s Run to support the Pat Tillman Foundation.

On the safety front, our employees take pride in XPO being the official transport partner for the Tour de France competition for 44 years.

We supported homeless shelters by donating more than 80,000 pairs of socks, sponsored Pat’s Run to support the Pat Tillman Foundation, and moved 5 loads of wreaths for Wreaths Across America to be placed on graves of U.S.

On the safety front, our employees take pride in XPO being the official transport partner for the Tour de France competition for over 45 years.

Information about our Executive Officers

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Name Age Position

Brad Jacobs 68 Executive Chairman of the Board

Mario Harik 44 Chief Executive Officer

Mario Harik 45 Chairman and Chief Executive Officer

Kyle Wismans 42 Chief Financial Officer

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Wendy Cassity 50 Chief Legal Officer and Corporate Secretary

Brad Jacobs has served as XPO’s executive chairman since November 2022, and served as the Company’s chairman and chief executive officer from September 2011 through October 2022.

Jacobs led the spin-offs of GXO and RXO from XPO as separate public companies and has served as non-executive chairman of GXO and RXO from August 2021 and November 2022, respectively.

Also, since June 2024, Mr.

Jacobs has served as chairman and chief executive officer of QXO, Inc., a publicly traded company.

Additionally, he is the managing member of Jacobs Private Equity, LLC and Jacobs Private Equity II, LLC.

Prior to XPO, Mr.

Jacobs led two other public companies:

United Rentals, Inc., which he founded in 1997, and United Waste Systems, Inc., which he founded in 1989.

He served as chairman of United Rentals from 1997 to 2007, and as chief executive officer from 1997 to 2003.

He served as chairman and chief executive officer of United Waste Systems from 1989 to 1997.

Mario Harik has served as XPO’s chief executive officer and a director since November 2022, after previously leading the Company’s North American LTL segment as president from October 2021 to October 2022.

Mario Harik has served as XPO’s chief executive officer and a director since November 2022 and as chairman of the board since the beginning of January 2026.

He previously led the Company’s North American LTL segment as president from October 2021 to October 2022.

Additionally, he served as XPO’s chief information officer from November 2011 to October 2022 and XPO’s chief customer officer from February 2021 to January 2022.

10 unchanged sentences

Wismans has played a vital role in the implementation of our LTL growth strategy, as well as our spin-offs of GXO and RXO.

Wismans has served as a director of GXO Logistics, Inc.

since May 2025.

He was previously an executive with General Electric Company for over a decade, including most recently as head of global financial planning and analysis for Baker Hughes Oilfield Services, a GE company, from August 2017 to August 2019.

15 unchanged sentences

Prior to joining Thompson Creek Metals Company, Ms.

Cassity was in private practice as a corporate transactional attorney at McDermott Will & Emery, LLP and Cravath Swaine & Moore, LLP in their New York offices.

Cassity was in private practice as a corporate transactional attorney at McDermott Will & Schulte LLP (formerly McDermott Will & Emery LLP) and Cravath Swaine & Moore, LLP in their New York offices.

Cassity holds a B.A.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business