XPO, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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XPO, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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XPO, INC.

Five American Lane

Greenwich, Connecticut 06831

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 19, 2026

To the Stockholders of XPO:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of XPO, Inc. (“XPO” or the “company”) will be held on Tuesday, May 19, 2026, at 10:00 a.m. Eastern Time. The Annual Meeting will be conducted exclusively as a live webcast. You can access the Annual Meeting atmeetnow.global/M6W4LLV with the unique control number that will be sent to you.

The Annual Meeting shall be held for the purposes summarized below and more fully described in the Proxy Statement accompanying this notice:

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To elect seven members of our Board of Directors for a term to expire at the 2027 Annual Meeting of Stockholders or until their successors are duly qualified and elected;

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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2026;

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To conduct an advisory vote to approve the executive compensation of our named executive officers, as disclosed in the Proxy Statement; and

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To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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Please note that we are furnishing proxy materials and access to our Proxy Statement to our stockholders electronically, and will only mail printed copies upon request. Beginning on or about April 7, 2026, we will distribute to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials and vote online, as well as instructions on how to request a printed copy of our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Stockholders who have communicated a preference for printed documents prior to the distribution of the Notice will not receive the Notice, and instead will receive printed documents by mail.

Only stockholders of record of XPO common stock as of the close of business on March 27, 2026, are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. A complete list of registered stockholders will be available under the “Documents” tab on your screen during the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. We ask that you vote your shares as soon as possible.

By order of the Board of Directors,

Mario Harik

Chairman and Chief Executive Officer

Greenwich, Connecticut

April 7, 2026

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to Be Held on May 19, 2026:

The Proxy Statement and our 2025 Form 10-K are available atinvestors.xpo.com.