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): ~~September~~October 323, 2025

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 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

OnAs ~~September 3,~~previously ~~2025~~disclosed, XPO, Inc. (~~the~~“XPO” or “the Company”) has been engaged in litigation in the matter of Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. ~~issued~~Co., aet ~~press~~al., ~~release~~Multnomah ~~providing~~County ~~preliminary~~Circuit ~~operating~~Court ~~metrics~~(Case ~~for~~No. 1204-04552) ~~its~~since ~~North~~XPO’s ~~American~~acquisition ~~Less~~of Con-~~Than-Truckload~~way ~~segment~~in ~~for~~2015. ~~August~~The litigation was initiated by Allianz in 2012. In early October 2025, the trial to determine the allocation of defense and indemnity costs among the applicable insurance policies took place. While the court has not entered a final judgment, the Company expects to revise its estimate Afor ~~copy~~its share of the ~~press~~liability ~~release~~associated iswith ~~attached~~this asmatter ~~Exhibit 99~~and recognize a charge of approximately $35 million in the third quarter of 2025.1.

The ~~Company~~matter isrelates ~~providing~~to ~~final~~environmental ~~operating~~and ~~metrics~~product ~~for~~liability ~~its~~claims involving ~~North~~truck ~~American Less-Than-Truckload~~and ~~segment~~part ~~for~~manufacturing ~~the~~plants ~~month~~of a subsidiary company of ~~July 2025.~~Con-way Inthat ~~the~~Con-way ~~month~~sold ofto ~~July 2025~~a ~~weight~~third ~~per~~party ~~day~~in ~~decreased~~1981, 8long before XPO acquired Con-way in 2015.~~7%,~~ asThe ~~compared with~~matter ~~July 2024,~~is ~~attributable~~solely related to a ~~year~~legacy Con-~~over-year~~way ~~decrease~~truck manufacturing ofbusiness ~~5.6%~~and inis ~~shipments~~unrelated ~~per~~to ~~day~~the ~~and~~Company’s acurrent ~~decrease~~Less-than-Truckload operations. In connection with the acquisition of ~~3.3%~~Con-way, inXPO ~~weight~~became ~~per~~responsible ~~shipment~~for any potential liability related to this matter.

The ~~information~~additional ~~furnished~~charge ~~in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Company ~~Exchange~~expects ~~Act~~to ofrecognize ~~1934,~~in ~~as amended (~~the ~~“Exchange~~third ~~Act”),~~quarter orof ~~otherwise~~2025 ~~subject~~includes toan ~~the~~allocation ~~liabilities~~ of ~~that~~defense ~~Section,~~ and ~~shall~~indemnity ~~not~~costs bealready ~~deemed~~incurred toby beAllianz ~~incorporated~~as bywell ~~reference~~as ~~into~~an ~~any filing~~estimate of ~~the~~future ~~Company~~allocated defense ~~under~~and ~~the~~indemnity ~~Exchange~~costs. ~~Act~~The oractual ~~the~~costs ~~Securities~~incurred ~~Act~~in ofconnection ~~1933,~~with asthis ~~amended,~~matter ~~except~~may todiffer ~~the~~from ~~extent~~our ~~that the registrant specifically incorporates any such information by reference~~estimates.

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURE

~~(d) Exhibits~~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.

Exhibit No.		Description
Date: October 23, 2025	XPO, INC.
99.1		Press Release, dated September 3, 2025, issued by XPO, Inc.
	By:	/s/ Kyle Wismans
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
		Kyle Wismans
		Chief Financial Officer

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: September 3, 2025	XPO, INC.
	By:	/s/ Kyle Wismans
		Kyle Wismans
		Chief Financial Officer

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