XPO, Inc.

8-K · tm2616097d2_8k.htm iXBRL

0001166003

 2026-06-03
 2026-06-03

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 UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT
 Pursuant to Section 13
or 15(d) of the
 Securities Exchange Act of 1934

  

 Date of Report (Date
of earliest event reported): June 3, 2026

  

 XPO,
INC.

 (Exact name of registrant
as specified in its charter)  

  

 Delaware  
  
 001-32172  
  
 03-0450326

 (State
 or other jurisdiction of

 incorporation)  
  
 (Commission
 File Number)  
  
 (I.R.S.
 Employer
Identification No.)

  

 Five
American Lane , Greenwich ,
 Connecticut 06831

 (Address of principal executive offices)

  

 ( 855 )
 976-6951

 ( Registrant’s telephone number, including
area code)

  

 Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ¨
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ¨
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ¨
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ¨
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 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 is an emerging growth company as defined in Rule 405
 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
 Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 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. ¨

  

  

  

  

 Item 7.01. Regulation FD Disclosure

  

 On June 3, 2026, XPO, Inc. (the “Company”) issued
a press release providing preliminary operating metrics for its North American Less-Than-Truckload segment for May 2026. A copy of
the press release is attached as Exhibit 99.1.

  

 The Company is providing final operating metrics for its North American
Less-Than-Truckload segment for the month of April 2026. In the month of April 2026 tonnage per day decreased 1.5%, as compared
with April 2025, attributable to a year-over-year increase of 0.2% in shipments per day and a decrease of 1.7% in weight per shipment.

  

 The information furnished in this Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any
filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically
incorporates any such information by reference.

  

 Item 9.01. Financial Statements and Exhibits.

  

 (d) Exhibits

  

 Exhibit No.
  
 Description

 99.1
  
 Press
 Release, dated June 3, 2026, issued by XPO, Inc.

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

  

  

  

 SIGNATURE

  

 Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 Date: June 3, 2026
 XPO, INC.

  
  
  

  
 By:
 /s/ Kyle Wismans

  
  
 Kyle Wismans

  
  
 Chief Financial Officer