What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2025-10-30 · 78 added, 188 removed, 390 unchanged (41% of the section changed)

1 unchanged sentence

Condensed Consolidated Balance Sheets

September 30, December 31,

March 31, December 31,

(In millions, except per share data) 2026 2025

8 unchanged sentences

Goodwill 1,532 1,547

Identifiable intangible assets, net of $ 565 and $ 499 in accumulated amortization,

Identifiable intangible assets, net of $ 590 and $ 580 in accumulated amortization, respectively

Other long-term assets 270 265

20 unchanged sentences

117 shares issued and

outstanding as of September 30, 2025 and December 31, 2024, respectively

outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,055 1,160

6 unchanged sentences

Condensed Consolidated Statements of Income

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions, except per share data) 2026 2025

5 unchanged sentences

Insurance and claims 34 35

(Gains) losses on sales of property and equipment 1 — ( 2 ) ( 5 )

Gains on sales of property and equipment ( 1 ) ( 2 )

Depreciation and amortization expense 131 123

Pre-Con-way acquisition environmental matter 35 — 35 —

Legal matter — — ( 13 ) —

Legal matters — ( 11 )

Transaction and integration costs 2 3

16 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2026 2025

1 unchanged sentence

Other comprehensive income (loss), net of tax

Foreign currency translation gain (loss), net of tax effect of

$( 1 ), $ 8 , $ 19 and $ 1

$ ( 9 ) $ 30 $ 39 $ 20

Unrealized gain (loss) on financial assets/liabilities

designated as hedging instruments, net of tax effect of $ 0 , $ 1 , $ 0 and $ 0

Foreign currency translation gain (loss), net of tax effect of $( 3 ) and $ 6

Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments,

net of tax effect of $ — and $ —

Other comprehensive income (loss) ( 7 ) 17

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2026 2025

16 unchanged sentences

Proceeds from sale of property and equipment 7 7

Proceeds from sale of investment — 8

Payment for settlement of cross-currency swaps ( 3 ) —

Net cash used in investing activities ( 107 ) ( 191 )

6 unchanged sentences

Payment for tax withholdings for restricted shares ( 88 ) ( 47 )

Other 3 ( 1 )

Net cash used in financing activities ( 147 ) ( 30 )

Effect of exchange rates on cash, cash equivalents and restricted cash ( 2 ) 1

Net increase (decrease) in cash, cash equivalents and restricted cash 42 ( 33 )

Net decrease in cash, cash equivalents and restricted cash ( 72 ) ( 78 )

Cash, cash equivalents and restricted cash, beginning of period 330 298

1 unchanged sentence

Supplemental disclosure of cash flow information

Unsettled repurchase of common stock $ ( 3 ) $ —

Leased assets obtained in exchange for new operating lease liabilities $ 37 $ 34

7 unchanged sentences

Comprehensive Loss Total Equity

Balance as of June 30, 2025 117,745 $ — $ 1,233 $ 747 $ ( 199 ) $ 1,781

Net income — — — 82 — 82

Other comprehensive loss — — — — ( 9 ) ( 9 )

Exercise and vesting of stock compensation awards

Tax withholdings related to vesting of stock compensation awards

— — ( 2 ) — — ( 2 )

Retirement of common stock ( 388 ) — ( 50 ) — — ( 50 )

Stock compensation expense

— — 16 — — 16

Balance as of September 30, 2025 117,384 $ — $ 1,196 $ 829 $ ( 208 ) $ 1,817

(Shares in thousands, dollars in millions) Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other

Comprehensive Loss Total Equity

Balance as of December 31, 2025 116,954 $ — $ 1,160 $ 888 $ ( 187 ) $ 1,861

Net income — — — 101 — 101

Other comprehensive income — — — — 38 38

Other comprehensive income (loss) — — — — ( 7 ) ( 7 )

Exercise and vesting of stock compensation awards

5 unchanged sentences

— — 13 — — 13

Balance as of September 30, 2025 117,384 $ — $ 1,196 $ 829 $ ( 208 ) $ 1,817

(Shares in thousands, dollars in millions) Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other

Comprehensive Loss Total Equity

Balance as of June 30, 2024 116,344 $ — $ 1,322 $ 402 $ ( 225 ) $ 1,499

Net income — — — 95 — 95

Other comprehensive income — — — — 29 29

Exercise and vesting of stock compensation awards

Tax withholdings related to vesting of stock compensation awards

— — ( 4 ) — — ( 4 )

Stock compensation expense

— — 22 — — 22

Balance as of September 30, 2024 116,401 $ — $ 1,340 $ 496 $ ( 195 ) $ 1,641

Balance as of March 31, 2026 117,408 $ — $ 1,055 $ 989 $ ( 194 ) $ 1,851

(Shares in thousands, dollars in millions) Shares Amount Additional Paid-In Capital Retained Earnings Accumulated Other

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Net income — — — 69 — 69

Other comprehensive income — — — — 21 21

Other comprehensive income (loss) — — — — 17 17

Exercise and vesting of stock compensation awards

4 unchanged sentences

— — 15 — — 15

Balance as of September 30, 2024 116,401 $ — $ 1,340 $ 496 $ ( 195 ) $ 1,641

Balance as of March 31, 2025 117,788 $ — $ 1,227 $ 641 $ ( 228 ) $ 1,640

Amounts may not add due to rounding.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

Organization, Description of Business and Basis of Presentation

Description of Business and Basis of Presentation

Nature of Operations

XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), is a leading provider of freight transportation services.

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See Note 2—Segment Reporting for additional information on our operations.

Strategic Developments

In December 2023, we completed the acquisition of 28 service centers previously operated by Yellow Corporation, purchasing 26 less-than-truckload (“LTL”) service centers and assuming existing leases for two additional locations.

This targeted expansion of our network aligns with our commitment to invest in growth capacity in key markets and operate the network more efficiently.

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

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

Basis of Presentation

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The Condensed Consolidated Financial Statements are not audited but reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of the financial condition, operating results and cash flows for the interim periods presented.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Within our Condensed Consolidated Financial Statements and the accompanying notes, certain amounts may not add due to the use of rounded numbers.

1 unchanged sentence

Restricted Cash

As of September 30, 2025 and December 31, 2024, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $ 5 million and $ 53 million, respectively.

Our restricted cash balance as of December 31, 2024 included approximately $ 47 million of proceeds received from the sale of a service center in our North American LTL segment in December 2024.

In January 2025, the proceeds from this sale were used to purchase four new service centers that were previously leased.

As of March 31, 2026 and December 31, 2025, our restricted cash included in Other long-term assets on our Condensed Consolidated Balance Sheets was $ 21 million and $ 20 million, respectively.

Trade Receivables Securitization and Factoring Programs

We sell certain of our trade accounts receivable on a non-recourse basis to third-party financial institutions under factoring agreements.

We also sell trade accounts receivable under a securitization program for our European transportation business.

In our European Transportation business, we sell certain of our trade accounts receivable under securitization and factoring programs.

We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is € 200 million (approximately $ 235 million as of September 30, 2025).

As of September 30, 2025, € 1 million (approximately $ 1 million) was available under the program.

The weighted average interest rate was 3.95 % as of September 30, 2025.

The program expires in July 2026.

The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is € 200 million (approximately $ 231 million as of March 31, 2026).

As of March 31, 2026, less than € 1 million (less than $ 1 million) was available under the program.

The weighted average interest rate was 3.70 % as of March 31, 2026.

In January 2026, the program was amended to extend the maturity date through March 2029.

Information related to the trade receivables sold was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2026 2025

1 unchanged sentence

Receivables sold in period

$ 487 $ 440 $ 1,407 $ 1,339

Cash consideration

487 440 1,407 1,339

Factoring programs

10 unchanged sentences

We base our fair value estimates on market assumptions and available information.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of September 30, 2025 and December 31, 2024 due to their short-term nature and/or being receivable or payable on demand.

The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and a cash deposit for the securitization program.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and current maturities of long-term debt approximated their fair values as of March 31, 2026 and December 31, 2025 due to their short-term nature and/or being receivable or payable on demand.

The Level 1 cash equivalents include money market funds valued using quoted prices in active markets and cash deposited for the securitization program.

The fair value hierarchy of cash equivalents was as follows:

(In millions) Carrying Value Fair Value Level 1

September 30, 2025 $ 304 $ 304 $ 304

March 31, 2026 $ 179 $ 179 $ 179

December 31, 2025 285 285 285

We measure Level 1 equity investments at fair value on a recurring basis using quoted prices in active markets.

We have no equity investments as of September 30, 2025 and, as of December 31, 2024, the value of our equity investment, reflected within Other current assets on our Condensed Consolidated Balance Sheets, was not material.

During the three and nine months ended September 30, 2024, we recognized a gain on equity investments of $ 9 million and $ 13 million, respectively, in Other income on our Condensed Consolidated Statements of Income.

There was no material gain on equity investments in 2025.

For information on the fair value hierarchy of our derivative instruments and financial liabilities, see Note 5—Derivative Instruments and Note 6—Debt, respectively.

Accounting Pronouncements Issued but Not Yet Effective

In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).” The ASU updates the guidance on accounting for internal-use software costs by (i) removing all references to software development stages, and (ii) requiring that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

This ASU is effective for annual and interim periods beginning in 2028.

In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-10, “Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities.” This ASU provides recognition, measurement and presentation guidance for government grants received by business entities and is effective for annual and interim periods beginning in 2029.

Early adoption is permitted.

We are currently evaluating the impact of the new standard.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326).” In developing forecasts as part of estimating expected credit losses, the ASU allows entities to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40).” The ASU updates the guidance on accounting for internal-use software costs by (i) removing all references to software development stages, and (ii) requiring that an entity capitalize software costs when both management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

This ASU is effective for annual and interim periods beginning in 2028.

Early adoption is permitted.

We do not expect the new standard to have a material impact on our financial statements.

We are currently evaluating the impact of the new standard.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The ASU requires new tabular disclosures disaggregating prescribed expense categories within relevant income statement captions.

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We are currently evaluating the impact of the new standard, which is limited to financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” The ASU modifies income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliations and (ii) the disclosure of income taxes paid disaggregated by jurisdiction, among other requirements.

This ASU is effective for annual periods beginning in 2025, and should be applied on a prospective basis, with the option to apply retrospectively.

Early adoption is permitted.

We plan to update our income tax financial statement disclosures to comply with the new standard as of the effective date.

Segment Reporting

4 unchanged sentences

In our European Transportation segment, we serve an extensive base of customers within the consumer, trade and industrial markets.

We offer dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile, freight forwarding and multimodal solutions, such as road-rail and road-short sea combinations.

We offer dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile, freight forwarding, and multimodal solutions.

Corporate includes corporate headquarters costs for executive officers and certain legal and financial functions, and other costs and credits not attributed to our reportable segments.

Our chief operating decision maker (“CODM”) is our chief executive officer.

Our chief operating decision maker (“CODM”) is our chairman and chief executive officer.

Our CODM regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance.

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The following tables present revenue and significant segment expenses that are included within adjusted EBITDA:

Three Months Ended September 30, 2025

(In millions) North American LTL European Transportation Corporate (1)

Revenue $ 1,255 $ 857 $ — $ 2,111

Salaries, wages and employee benefits 648 224 4 876

Purchased transportation 30 394 — 424

Fuel, operating expenses and supplies 225 180 — 406

Operating taxes and licenses 17 4 — 21

Insurance and claims 27 16 — 43

(Gains) losses on sales of property and equipment 2 ( 1 ) — 1

Pension (income) expense ( 2 ) — — ( 1 )

Adjusted EBITDA $ 308 $ 38 $ ( 4 ) $ 342

Three Months Ended September 30, 2024

(In millions) North American LTL European Transportation Corporate (1)

Revenue $ 1,251 $ 803 $ — $ 2,053

Salaries, wages and employee benefits 642 206 4 852

Purchased transportation 58 372 — 430

Fuel, operating expenses and supplies 231 168 — 399

Operating taxes and licenses 17 4 — 21

Insurance and claims 21 12 — 33

(Gains) losses on sales of property and equipment 3 ( 4 ) — —

Pension (income) expense ( 6 ) — — ( 6 )

Other (income) expense — 1 ( 9 ) ( 9 )

Adjusted EBITDA $ 284 $ 44 $ 5 $ 333

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(In millions) North American LTL European Transportation Corporate (1)

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Pension (income) expense ( 4 ) — — ( 4 )

Other (income) expense — 1 ( 1 ) —

Adjusted EBITDA $ 290 $ 33 $ ( 4 ) $ 319

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(In millions) North American LTL European Transportation Corporate (1)

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Pension (income) expense ( 2 ) — — ( 1 )

Other (income) expense — 1 ( 13 ) ( 12 )

Adjusted EBITDA $ 250 $ 32 $ ( 4 ) $ 278

(1) Primarily represents unallocated corporate costs, as well as investment income of approximately $ 9 million and $ 13 million, respectively, within Other (income) expense for the three and nine months ended September 30, 2024.

(1) Primarily represents unallocated corporate costs.

The following table presents adjusted EBITDA by segment and provides a reconciliation to consolidated net income:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2026 2025

8 unchanged sentences

Depreciation and amortization expense 131 123

Pre-Con-way acquisition environmental

Legal matter (2)

Legal matters (1)

Transaction and integration costs 2 3

1 unchanged sentence

Net Income $ 101 $ 69

(1) Relates to environmental and product liability claims involving a former subsidiary of Con-way, which was sold prior to XPO's acquisition of Con-way in 2015.

(1) Reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015.

The following table presents depreciation and amortization expense by segment:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2026 2025

4 unchanged sentences

Total $ 131 $ 123

As of September 30, 2025 and December 31, 2024, we held long-lived tangible assets outside of the U.S., including right of use assets, of $ 793 million and $ 715 million, respectively.

As of March 31, 2026 and December 31, 2025, we held long-lived tangible assets outside of the U.S., including right of use assets, of $ 824 million and $ 844 million, respectively.

Revenue Recognition

Disaggregation of Revenues

Our revenue disaggregated by geographic area based on sales office location was as follows:

Three Months Ended September 30, 2025

(In millions) North American LTL European Transportation Total

United States $ 1,228 $ — $ 1,228

North America (excluding United States) 27 — 27

France — 331 331

United Kingdom — 305 305

Europe (excluding France and United Kingdom) — 220 220

Total $ 1,255 $ 857 $ 2,111

Three Months Ended September 30, 2024

(In millions) North American LTL European Transportation Total

United States $ 1,224 $ — $ 1,224

North America (excluding United States) 27 — 27

France — 320 320

United Kingdom — 269 269

Europe (excluding France and United Kingdom) — 214 214

Total $ 1,251 $ 803 $ 2,053

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(In millions) North American LTL European Transportation Total

5 unchanged sentences

Total $ 1,229 $ 868 $ 2,096

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(In millions) North American LTL European Transportation Total

7 unchanged sentences

We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure.

These actions generally include severance and facility-related costs, including impairment of lease assets, as well as contract termination costs, and are intended to improve our efficiency and profitability.

These actions primarily relate to business optimization initiatives and generally include severance and facility-related costs, including impairment of lease assets, as well as contract termination costs, and are intended to improve our efficiency and profitability.

Our restructuring-related activity was as follows:

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(In millions) Reserve Balance

December 31, 2025 Charges Incurred Payments Reserve Balance

September 30, 2025

March 31, 2026

North American LTL $ 1 $ — $ — $ —

2 unchanged sentences

Total $ 11 $ 6 $ ( 5 ) $ 11

In addition to the severance charges noted in the table above, we recorded non-cash charges in our European Transportation segment of $ 4 million during the first nine months of 2025.

We expect that the majority of the cash outlays related to the severance charges incurred in the first nine months of 2025 will be completed within 12 months.

In addition to the severance charges noted in the table above, we recorded restructuring-related charges in our European Transportation segment and Corporate of $ 2 million and $ 1 million, respectively, during the first three months of 2026.

We expect that the majority of the cash outlays related to the severance charges incurred in the first three months of 2026 will be completed within 12 months.

Derivative Instruments

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The fair value of our derivative instruments and the related notional amounts were as follows:

September 30, 2025

March 31, 2026

Derivative Assets Derivative Liabilities

3 unchanged sentences

Cross-currency swap agreements 35 Other long-term assets — Other long-term liabilities ( 3 )

Interest rate swaps 550 Other long-term assets — Other long-term liabilities ( 1 )

Interest rate swaps 550 Other current assets — Other current liabilities —

Total $ — $ ( 62 )

3 unchanged sentences

Derivatives designated as hedges

Cross-currency swap agreements $ 284 Other current assets $ — Other current liabilities $ ( 32 )

Cross-currency swap agreements 369 Other long-term assets — Other long-term liabilities ( 44 )

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The effect of derivative and nonderivative instruments designated as hedges on our Condensed Consolidated Statements of Income was as follows:

Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain Reclassified from AOCI into Net Income Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)

Three Months Ended September 30,

(In millions) 2025 2024 2025 2024 2025 2024

Derivatives designated as cash flow hedges

Interest rate swaps — ( 1 ) 1 — — —

Derivatives designated as net investment hedges

Cross-currency swap agreements 5 ( 23 ) — — 3 2

Total $ 4 $ ( 24 ) $ 1 $ — $ 3 $ 2

Amount of Loss Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain Reclassified from AOCI into Net Income Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)

Nine Months Ended September 30,

Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives Amount of Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)

Three Months Ended March 31,

(In millions) 2026 2025 2026 2025

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Cash flows related to the periodic exchange of interest payments for these net investment hedges are included in Cash flows from operating activities on our Condensed Consolidated Statements of Cash Flows.

In March 2026, we paid approximately $ 3 million related to cross-currency swaps that were partially settled during the period.

The fair value adjustments related to these swaps remain in AOCI and partially offset foreign currency translation adjustment losses on our net investments in foreign subsidiaries.

The payments were included in Cash flows from investing activities on our Condensed Consolidated Statements of Cash Flows.

Interest Rate Hedging

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Senior Secured Term Loan Credit Agreement (the “Term Loan Credit Agreement”).

We execute short-term interest rate swaps to mitigate variability in forecasted interest payments on our Refinancing Term Loan Facilities (defined below).

The interest rate swaps convert floating-rate interest payments into fixed rate interest payments.

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Cash flows related to the interest rate swaps are included in Cash flows from operating activities on our Condensed Consolidated Statements of Cash Flows.

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In millions) Principal Balance Carrying Value Principal Balance Carrying Value

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(In millions) Fair Value Level 1 Level 2

September 30, 2025 $ 3,537 $ 2,253 $ 1,284

March 31, 2026 $ 3,423 $ 2,220 $ 1,203

December 31, 2025 3,499 2,254 1,246

We valued Level 1 debt using quoted prices in active markets.

We valued Level 2 debt using bid evaluation pricing models or quoted prices of securities with similar characteristics.

We valued Level 1 debt using quoted prices in active markets and Level 2 debt using bid evaluation pricing models.

The fair value of the asset financing arrangements approximates carrying value as the debt is primarily issued at a floating rate, the debt may be prepaid at any time at par without penalty, and the remaining life of the debt is short-term in nature.

Revolving Credit Facility

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The maturity date of the Revolving Credit Facility is April 30, 2030.

As of September 30, 2025, we have approximately $ 600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $ 1 million.

Our borrowings under the Revolving Credit Facility bear interest at a rate equal to:

(a) for loans denominated in U.S.

Dollars, Term Secured Overnight Financing Rate (“SOFR”) or the Base Rate and (b) for loans denominated in Canadian Dollars, Term Canadian Overnight Repo Rate (“CORRA”) or the Canadian base rate plus (i) in the case of base rate loans, an applicable rate ranging from 0.25 % to 1.00 % or, (ii) in the case of Term SOFR or Term CORRA loans, an applicable rate ranging from 1.25 % to 2.00 %, which is determined based on our Consolidated Total Net Leverage Ratio (as defined in the Revolving Credit Agreement).

In addition, we are required to pay an unused commitment fee of between 0.20 % and 0.30 % on the undrawn commitments under the Revolving Credit Facility, determined based on our Consolidated Total Net Leverage Ratio.

The Revolving Credit Facility is secured by a lien on substantially all of our assets and the assets of our guarantors, with certain exceptions, and contains representations and warranties, affirmative and negative covenants, and events of default customary for agreements of this nature.

Security interests and certain covenants under the Revolving Credit Agreement will release, terminate or be amended upon, among other things, the Company’s achievement of investment grade ratings from at least two rating agencies.

As of September 30, 2025, we were in compliance with the Revolving Credit Facility’s financial covenants.

As of March 31, 2026, we have approximately $ 600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $ 1 million.

As of March 31, 2026, we were in compliance with the Revolving Credit Facility’s financial covenants.

Letters of Credit Facility

As of September 30, 2025, we had issued $ 133 million in aggregate face amount of letters of credit under our $ 200 million uncommitted secured evergreen letter of credit facility.

As of March 31, 2026, we have $ 132 million in aggregate face amount of letters of credit outstanding under our $ 200 million uncommitted secured evergreen letter of credit facility.

Term Loan Facility

In February 2025, we amended our Senior Secured Term Loan Credit Agreement.

In February 2025, we amended our Senior Secured Term Loan Credit Agreement (“Amended Term Loan Credit Agreement”).

Pursuant to the amendment, the lenders provided the company (a) a term loan B facility in an aggregate principal amount of $ 700 million, maturing on May 24, 2028 (the “Refinancing Term Loan B-2 Facility”), and (b) a term loan B facility in an aggregate principal amount of $ 400 million, maturing on February 1, 2031 (the “Refinancing Term Loan B-3 Facility” and together with the Refinancing Term Loan B-2 Facility, the “Refinancing Term Loan Facilities”).

1 unchanged sentence

We recorded a debt extinguishment loss of $ 5 million in the first quarter of 2025 due to this refinancing.

In July 2025, we used cash on hand to repay $ 50 million of outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028.

In September 2025, we gave notice to repay an additional $ 65 million of outstanding principal under the Refinancing Term Loan B-2 Facility to occur in October 2025.

As a result, as of September 30, 2025, we classified $ 65 million of the Refinancing Term Loan B-2 Facility within Short-term borrowings and current maturities of long-term debt.

In October 2025, we used cash on hand to repay $ 65 million of outstanding principal under this loan.

The Refinancing Term Loan Facilities bear interest at a rate per annum equal to, at the Company’s option, either alternate base rate (“ABR”) or Term SOFR plus (i) in the case of ABR Loans, 0.75 % or, (ii) in the case of Term SOFR Loans, 1.75 %, which, in each case after September 30, 2025, shall be reduced by 0.25 % upon the achievement of a Consolidated First Lien Net Leverage Ratio (as defined in the Amended Term Loan Credit Agreement) of less than or equal to 1.21 to 1.00.

The Refinancing Term Loan Facilities are secured by a lien on substantially all of our assets and the assets of our guarantors, with certain exceptions.

The Amended Term Loan Credit Agreement contains customary mandatory prepayment requirements, representations and warranties, events of default, reporting and other affirmative covenants and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, in each case subject to a number of important exceptions and qualifications.

The weighted average interest rate of our term loans was approximately 5.88 % as of September 30, 2025.

Subsequently, in the second half of 2025, we used cash on hand to repay $ 115 million of outstanding principal under the Refinancing Term Loan B-2 Facility, which was scheduled to mature in 2028.

During the quarter ended March 31, 2026, we used cash on hand to repay $ 30 million of outstanding principal under this loan.

In April 2026, we used cash on hand to repay an additional $ 70 million of outstanding principal under this loan, including $ 45 million classified within Short-term borrowings and current maturities of long-term debt as of March 31, 2026.

The debt extinguishment losses recorded in connection with the repayments were not material.

The weighted average interest rate of our term loans was approximately 5.42 % as of March 31, 2026.

Stockholders ’ Equity

3 unchanged sentences

We retire common shares that we repurchase upon settlement.

The new share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares.

The share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares.

We may suspend or discontinue this program at any time.

This plan replaced our previous share repurchase plan, authorized in February 2019.

In the third quarter of 2025, we repurchased 388 thousand shares of common stock with an aggregate value of $ 50 million at an average price of $ 128.86 per share.

In the first nine months of 2025, we repurchased 471 thousand shares of common stock with an aggregate value of $ 60 million at an average price of $ 127.37 per share.

In the first quarter of 2026, we repurchased 156 thousand shares of common stock with an aggregate value of $ 30 million at an average price of $ 192.19 per share.

The share repurchases were funded by cash on hand.

As of September 30, 2025, our remaining share repurchase authorization was $ 690 million.

In July 2025, the One Big Beautiful Bill Act was signed into law.

The legislation includes modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including 100% bonus depreciation for qualified property placed in service after January 19, 2025, immediate expensing of domestic research and experimental costs, and business interest expense limitations.

We recognized the effects of the legislation during the third quarter for the provisions currently enacted, which increased our deferred tax liability.

We anticipate that the legislation will reduce our federal income tax liability and related tax payments for current and future years but will not have a significant impact on our annual effective tax rate.

During the second quarter of 2024, the Company executed a legal entity reorganization in our European Transportation business that resulted in a one-time tax benefit of $ 41 million in the second quarter of 2024 ($ 40 million for the nine months ended September 30, 2024).

In 2024, we made tax payments of $ 7 million related to the legal entity reorganization and, in the third quarter of 2025, we received a cash refund of approximately $ 49 million.

We expect to receive an additional $ 3 million cash refund in the fourth quarter of 2025 or early 2026.

There were no share repurchases during the first quarter of 2025.

As of March 31, 2026, our remaining share repurchase authorization was $ 595 million, reflecting $ 155 million of cumulative repurchases to date under the program.

Earnings per Share

The computations of basic and diluted earnings per share were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In millions, except per share data) 2026 2025

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The trial on the pollution exclusion issue took place in October 2024, where the jury issued a favorable verdict, finding that the pollution exclusion applied to the General policy over several years for which Allianz seeks contribution.

The trial addressing legal and factual issues relating to the allocation of defense and indemnity costs among the applicable insurance policies took place during the first half of 2025 and final hearings on allocation took place in early October 2025.

A hearing on the final judgment is presently scheduled to occur in May 2026.

While the court has not entered a final judgment, we revised our estimate for our share of the liability associated with this matter and recognized a charge of approximately $ 35 million in the third quarter of 2025.

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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-Q

Item 1. Financial Statements