xpo-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

Form 10-Q

___________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________to____________

Commission File Number: 001-32172

_______________________________________________________

XPO, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________


Delaware		03-0450326
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Five American Lane
Greenwich,	CT	06831
(Address of principal executive offices)		(Zip Code)

(855) 976-6951

(Registrant’s telephone number, including area code)

______________________________________________________________________________________________________________

N/A

______________________________________________________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

XPO

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 24, 2026, there were 117,409,981 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

XPO, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2026

Table of Contents


			Page No.
Part I—Financial Information
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Income			2
Condensed Consolidated Statements of Comprehensive Income			3
Condensed Consolidated Statements of Cash Flows			4
Condensed Consolidated Statements of Changes in Equity			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			24
Item 4. Controls and Procedures			24
Part II—Other Information
Item 1. Legal Proceedings			25
Item 1A. Risk Factors			25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			25
Item 3. Defaults Upon Senior Securities			25
Item 4. Mine Safety Disclosures			25
Item 5. Other Information			25
Item 6. Exhibits			26
Signatures			27

Table of Contents

Part I—Financial Information

Item 1. Financial Statements.

XPO, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31,		December 31,
(In millions, except per share data)	2026		2025
ASSETS
Current assets
Cash and cash equivalents	$	237	$	310
Accounts receivable, net of allowances of $40 and $40, respectively	1,163		1,035
Other current assets	275		285

Total current assets	1,675		1,630
Long-term assets
Property and equipment, net of $2,407 and $2,360 in accumulated depreciation, respectively	3,652		3,664
Operating lease assets	758		777
Goodwill	1,532		1,547
Identifiable intangible assets, net of $590 and $580 in accumulated amortization, respectively	295		311
Other long-term assets	270		265

Total long-term assets	6,508		6,564
Total assets	$	8,183	$	8,194
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	462	$	455
Accrued expenses	800		760
Short-term borrowings and current maturities of long-term debt	104		60
Short-term operating lease liabilities	164		166
Other current liabilities	161		113

Total current liabilities	1,691		1,555
Long-term liabilities
Long-term debt	3,172		3,253
Deferred tax liability	494		482
Employee benefit obligations	84		86
Long-term operating lease liabilities	591		611
Other long-term liabilities	300		345

Total long-term liabilities	4,642		4,778
Stockholders’ equity

Common stock, $0.001 par value; 300 shares authorized; 117 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Additional paid-in capital	1,055		1,160
Retained earnings	989		888
Accumulated other comprehensive loss	(194)		(187)


Total equity	1,851		1,861
Total liabilities and equity	$	8,183	$	8,194

Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

XPO, Inc.

Condensed Consolidated Statements of Income

(Unaudited)


	Three Months Ended March 31,
(In millions, except per share data)		2026		2025
Revenue		$	2,096	$	1,954
Salaries, wages and employee benefits		880		832
Purchased transportation		423		399
Fuel, operating expenses and supplies		423		393
Operating taxes and licenses		21		19
Insurance and claims		34		35
Gains on sales of property and equipment		(1)		(2)
Depreciation and amortization expense		131		123

Legal matters		—		(11)
Transaction and integration costs		2		3
Restructuring costs		9		12
Operating income		174		151
Other income		(3)		(1)
Debt extinguishment loss		—		5
Interest expense		53		56
Income before income tax provision		124		91
Income tax provision		23		22





Net income		$	101	$	69






Earnings per share data


Basic earnings per share		$	0.87	$	0.59


Diluted earnings per share		$	0.85	$	0.58

Weighted-average common shares outstanding
Basic weighted-average common shares outstanding		117		117
Diluted weighted-average common shares outstanding		119		120

Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

XPO, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended March 31,
(In millions)		2026		2025
Net income		$	101	$	69

Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss), net of tax effect of $(3) and $6		$	(8)	$	18
Unrealized gain (loss) on financial assets/liabilities designated as hedging instruments, net of tax effect of $— and $—		1		(1)

Other comprehensive income (loss)		(7)		17


Comprehensive income		$	94	$	86

Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

XPO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(In millions)	2026		2025
Cash flows from operating activities
Net income	$	101	$	69


Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization	131		123
Stock compensation expense	13		15
Accretion of debt	3		3
Deferred tax expense	9		4


Gains on sales of property and equipment	(1)		(2)
Other	7		9
Changes in assets and liabilities
Accounts receivable	(146)		(107)
Other assets	1		1
Accounts payable	16		(7)
Accrued expenses and other liabilities	49		35
Net cash provided by operating activities	183		142
Cash flows from investing activities

Payment for purchases of property and equipment	(111)		(199)
Proceeds from sale of property and equipment	7		7
Payment for settlement of cross-currency swaps	(3)		—


Net cash used in investing activities	(107)		(191)
Cash flows from financing activities


Repurchase of debt	(30)		—


Repayment of debt and finance leases	(20)		(18)
Payment for debt issuance costs	—		(3)

Repurchase of common stock	(30)		—
Change in bank overdrafts	20		38
Payment for tax withholdings for restricted shares	(88)		(47)

Other	1		1
Net cash used in financing activities	(147)		(30)






Effect of exchange rates on cash, cash equivalents and restricted cash	(2)		1
Net decrease in cash, cash equivalents and restricted cash	(72)		(78)
Cash, cash equivalents and restricted cash, beginning of period	330		298
Cash, cash equivalents and restricted cash, end of period	$	257	$	221


Supplemental disclosure of cash flow information


Leased assets obtained in exchange for new operating lease liabilities	$	37	$	34
Leased assets obtained in exchange for new finance lease liabilities	11		16
Cash paid for interest	39		42
Cash paid (received) for income taxes, net of refunds	4		(2)

Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

XPO, Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Common Stock
(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 (loss)		—	—		—		—		(7)		(7)

Exercise and vesting of stock compensation awards		610	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards		—	—		(88)		—		—		(88)
Retirement of common stock		(156)	—		(30)		—		—		(30)




Stock compensation expense		—	—		13		—		—		13

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


	Common Stock
(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, 2024		117,174	$	—	$	1,274	$	572	$	(246)	$	1,601
Net income		—	—		—		69		—		69
Other comprehensive income (loss)		—	—		—		—		17		17

Exercise and vesting of stock compensation awards		614	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards		—	—		(62)		—

SEC Form 10-Q filed by XPO Inc.