XPO, Inc.

For the period ended May 19, 2026. Filed Apr 7, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 19, 2026 · Filed Apr 7, 2026

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XPO$176.95+0.3%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT SUMMARY

PROXY STATEMENT

SUMMARY

This Proxy Statement Summary highlights information contained in our Proxy Statement, which sets forth information relating to the solicitation of proxies by the Board of Directors of XPO, Inc. (the “Board of Directors” or the “Board”) in connection with our 2026 Annual Meeting of Stockholders. The summary does not reflect all information you should consider, and you are urged to read the proxy materials carefully in full before voting.

2026 ANNUAL MEETING OF STOCKHOLDERS

Our Notice of Internet Availability of Proxy Materials (the “Notice”) is first being distributed on or about April 7, 2026 to stockholders of record of our common stock as of the close of business on March 27, 2026 (the “Record Date”). The Notice provides instructions on how to access our proxy materials and vote online.

Date and Time			Place			Record Date
			Tuesday, May 19, 2026 at 10:00 a.m. Eastern Time						Virtual Meeting Site: meetnow.global/M6W4LLV					You can vote if you were an XPO stockholder of record as of the close of business on March 27, 2026

Admission Using Your Control Number: The Annual Meeting will be conducted exclusively as a live webcast that you can access with the control number you receive on your proxy card. At the time of the Annual Meeting, go tomeetnow.global/M6W4LLV and enter your control number. If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you will have to register in advance in order to participate and vote at the Annual Meeting and submit questions during the live webcast. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares, giving you the right to vote the shares. Requests for registration should be directed to our transfer agent, Computershare Trust Company, N.A. (“Computershare”), by email atlegalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Thursday, May 14, 2026. You will receive confirmation of your registration and your control number in an email from Computershare. Enter your control number atmeetnow.global/M6W4LLV to access the Annual Meeting.

VOTING MATTERS AND BOARD RECOMMENDATIONS

The Board is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.

	Board Vote Recommendation	Page Reference (for more detail)
PROPOSAL 1: Election of Directors 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.	FOR each Director Nominee	8-21, 60
PROPOSAL 2: Ratification of the Appointment of KPMG LLP as our Registered Independent Public Accounting Firm for Fiscal Year 2026 To ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026.	FOR	54-55, 61
PROPOSAL 3: Advisory Vote to Approve Executive Compensation To conduct an advisory vote to approve the executive compensation of the company’s named executive officers.	FOR	62

ABOUT XPO

XPO, Inc. is a leading provider of freight transportation services, with company-specific avenues for value creation. We use our proprietary technology to move goods efficiently through supply chains for approximately 55,000 customers in North America and Europe. As of December 31, 2025, we had approximately 37,000 employees and 592 locations in 17 countries.

Our North American Less-Than-Truckload (“LTL”) segment is the largest component of our business, with an expansive network of professional drivers and owned trucks and service centers. Shippers value our premium service and network coverage, which extends to 99% of all U.S. postal codes and all 50 states, as well as Canada, Mexico and the Caribbean.

Our culture ensures a superior customer service experience by prioritizing the attributes that LTL customers value most, such as on-time performance and damage-free shipping. In addition, we are committed to continuously improving our network efficiency and labor productivity, while optimizing freight flows at all levels of demand. For the full year 2025, our customer-focused

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organization of truck drivers, service center teams and sales professionals worked together to move approximately 16 billion pounds of freight through our LTL network.

2025 COMPANY PERFORMANCE HIGHLIGHTS

In 2025, our named executive officers (“NEOs”) were instrumental in driving XPO’s achievement of numerous strategic, financial and operational goals through the execution of our strategy and our LTL growth plan. Despite a soft freight market environment, the strong leadership of our NEOs delivered financial results that outpaced expectations, enhanced service quality, realized record levels of customer satisfaction and employee engagement, and positioned the business to generate sustainable long-term stockholder value:

		Generated robust 2025 financial results company-wide:
		Revenue $8.16B				Operating Income $656M				Adjusted EBITDA(1) $1.27B				Adjusted Diluted Earnings Per Share(1) $3.73

Achieved significant progress by executing all four levers of our LTL growth plan in 2025:
PROVIDE BEST-IN-CLASS SERVICE	INVEST IN NETWORK GROWTH FOR THE LONG TERM	ACCELERATE YIELD GROWTH	DRIVE COST EFFICIENCIES
■ Damage claims ratio of 0.3%, compared with 1.2% at year-end 2021 ■ Improved on-time performance from 2024 • Q4 2025 was the fifteenth consecutive quarter of year-over-year improvement	■ Added more than 1,200 tractors and 3,600 trailers • Reduced average tractor age to 3.7 years at year-end 2025, compared with 5.9 years at year-end 2022	■ Grew yield ex-fuel by 6.0% from 2024 • Driven by enhanced service quality, expansion of accessorial services and revenue growth from local customers	■ Leveraged AI-based proprietary technology to capture productivity gains ■ Reduced purchased transportation expense by more than 50% from 2024 ■ Exited the year with 5.1% of Q4 linehaul miles outsourced to third parties the most favorable level in company history
Delivered above-market LTL growth and profitability:
■ Grew adjusted operating income(1) to $775 million, up 4% year-over-year ■ Improved adjusted operating ratio(1) by 80 basis points year-over-year to 84% ■ Grew adjusted EBITDA(1)(2) to $1.13 billion, up 4% year-over-year
(1) See Annex A for reconciliations of non-GAAP measures.
(2) Excluding gains on real estate transactions.

		Delivered a 533% increase in total shareholder return (TSR) since becoming a standalone LTL company in 2022(1)
		■ XPO’s stock price has significantly outperformed the transportation sector and the broader market, generating over $19 billion in stockholder value creation since becoming a standalone company ■ Over the same period, XPO was the top-performing transportation stock in the S&P Transportation Select Industry Index ■ TSR was driven by a robust combination of financial results and operational improvements
		(1) Through Q1 2026

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		Maintained focus on employee engagement:
		■ Global employee satisfaction was 7.9 among the company’s total “wired” employee population in 2025 ■ Most recent North American Dockworker, Driver and Manufacturing Survey response rate was 84%, with over 13,000 LTL employees participating ■ Reduced voluntary turnover in three key LTL employee groups by year-end 2025: 6.2% decrease with dockworkers; 4.9% decrease with freight operations supervisors; and 2.2% decrease with driver sales representatives, reinforcing employee satisfaction

		Enhanced brand reputation with external recognitions
		■ Fortune named XPO one of the World’s Most Admired Companies for 2026 ■ Forbes named XPO one of America’s Best Large Employers for 2026 ■ Newsweek named XPO one of America’s Most Reliable Companies for 2026 ■ FreightWaves named XPO to the 2026 FreightTech 25 for innovation in freight technology ■ Viqtory designated XPO as a Military Friendly® Gold Employer for 2026 ■ VETS Indexes recognized XPO as a 2025 4-Star Employer for hiring and supporting veterans ■ TIME magazine named XPO one of the World’s Best Companies for 2025 ■ Women in Trucking Association named XPO one of the Top Companies For Women to Work For in Transportation for the fifth year in a row

The chart below illustrates XPO’s Total Shareholder Return (TSR), as compared to the S&P 500 and the S&P Transportation Select Industry Index since we became a standalone LTL carrier in North America:

Our NEOs are moving XPO forward from a position of strength as one of the largest LTL networks in North America, with approximately 9% share of the $52 billion LTL market, based on 2025 industry revenue. We are making significant progress in executing our plan for profitable growth and margin expansion, and we see a long runway ahead to continue to deliver outsized stockholder value.

2026 BOARD OF DIRECTORS NOMINEES

Our Board aims to create a highly skilled team of directors who provide our company with valuable oversight, and engages in a purposeful process of regular refreshment. When selecting new directors, our Board considers, among other things, the nominee’s breadth of experience, financial expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment, skills in areas relevant to our growth drivers, and willingness to devote adequate time to Board duties — all in the

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context of the needs of the Board at that point in time, and with the objective of ensuring a diversity of backgrounds, expertise and viewpoints. The composition of our Board as of the Record Date was as follows:

The following table provides summary information about each director nominee and their committee memberships as of the date of this Proxy Statement. Each director is elected annually by a majority of the votes cast.


Name	Director Since	Age	Occupation	Independent	AC	CHCC	NCGSC	OEC
Mario Harik	2022	45	Chairman and Chief Executive Officer, XPO, Inc.					C
Bella Allaire	2022	72	Chief Administrative Officer, Raymond James Financial, Inc.	Y			C
J. Wes Frye	2023	78	Former Senior Vice President and Chief Financial Officer, Old Dominion Freight Line, Inc.	Y			✓	✓
Michael G. Jesselson	2011	74	President and Chief Executive Officer, Jesselson Capital Corporation	Y	✓
Allison Landry	2021	47	Former Senior Transportation Research Analyst, Credit Suisse	Y	✓	✓		✓
Irene Moshouris*	2022	65	Former Senior Vice President-Treasurer, United Rentals, Inc.	Y	C	✓	✓
Johnny C. Taylor, Jr.	2021	57	President and Chief Executive Officer, Society of Human Resources Management	Y		C

	AC = Audit Committee CHCC = Compensation and Human Capital Committee			NCGSC = Nominating, Corporate Governance and Sustainability Committee OEC = Operational Excellence Committee			C = Committee Chair ✓ = Committee Member * = Audit Committee Financial Expert

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SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES

	Mario Harik	Bella Allaire	J. Wes Frye	Michael G. Jesselson	Allison Landry	Irene Moshouris	Johnny C. Taylor, Jr.
BUSINESS OPERATIONS experience provides a practical understanding of developing, implementing and assessing our operating plan and business strategy.
CORPORATE GOVERNANCE experience bolsters Board and management accountability, transparency and a focus on stockholder interests.
ENVIRONMENTAL SUSTAINABILITY AND CORPORATE RESPONSIBILITY experience enables our Board’s oversight to guide long-term value creation for our stockholders in sustainable ways.
EFFECTIVE CAPITAL ALLOCATION experience is crucial to our Board’s evaluation of our financial statements and capital structure.
CRITICAL ANALYSIS OF CORPORATE FINANCIAL STATEMENTS AND CAPITAL STRUCTURES experience assists our Board in overseeing our financial reporting and internal controls.
HUMAN RESOURCES MANAGEMENT experience enables our Board to further our goals of making XPO an inclusive workplace and aligning human resources objectives with our strategic and operational priorities.
MULTINATIONAL CORPORATE MANAGEMENT experience informs the Board’s strategic thinking, given the global nature of our business.
RISK MANAGEMENT experience is critical to our Board’s role in overseeing the risks facing our company, including mitigation measures.
TALENT MANAGEMENT AND ENGAGEMENT experience helps our company attract, motivate and retain top candidates for leadership roles and innovation teams.
CUSTOMER SERVICE experience brings important perspectives to our Board, given the essential role of customer retention in our business model.
SALES AND MARKETING experience enables our Board to assist with our growth strategy, including the development of new services and customer sectors.
M&A, INTEGRATION AND OPTIMIZATION experience helps our company identify the optimal strategic opportunities for profitable growth and meaningful synergies.
TRANSPORTATION AND LOGISTICS INDUSTRY experience is important in understanding our competitive environment and market position from various industry perspectives.
TECHNOLOGY AND INFORMATION SYSTEMS experience provides our Board with valuable insights and best practices relevant to enhancing customer outcomes, internal efficiencies and cybersecurity.

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GOVERNANCE HIGHLIGHTS

	Board and Committee Independence			Six of our seven directors are independent. The Audit Committee, the Compensation and Human Capital Committee, and the Nominating, Corporate Governance and Sustainability Committee each consist entirely of independent directors.
	Chairman and CEO Role			Effective January 1, 2026, Mr. Harik, who has been our chief executive officer (“CEO”) since 2022, also became our chairman. The Board believes that this structure ensures stability for the company after years of transformation as a pure-play LTL provider in North America. This leadership structure, coupled with a strong emphasis on directors’ independence, provides effective independent oversight and key support for management while allowing both the Board and management to benefit from Mr. Harik’s leadership and years of experience driving XPO’s strategic priorities.
	Independent Board Oversight and Leadership Roles			We are committed to independent Board oversight. Our Board leadership structure includes a lead independent director and an independent vice chair. Our lead independent director is responsible for, among other duties, coordinating with the chairman with respect to meeting agendas, and calling and chairing sessions of the independent directors. Our vice chair is responsible for assisting the lead independent director in carrying out his duties and acting on his behalf when he is not present. The Board believes its leadership structure, as well as the leadership structure of the company, serve the best interests of our stockholders by functioning cohesively.
	Board Refreshment			Our Board is committed to ensuring that its composition includes a range of expertise aligned with the company’s business, as well as fresh perspectives on strategy. One of the ways the Board acts on this commitment is through the thoughtful refreshment of directors when appropriate. The Board has seen significant refreshment since the Company became a pure-play LTL provider in North America, including appointments of multiple new independent directors with backgrounds directly relevant to LTL.
	Committee Rotation			As part of its annual review of committee assignments, the Board reconstitutes its committees and committee chairs as needed to support the evolving needs of the company. The committees were most recently reconstituted in June 2024.
	Director Elections			All directors of the Board are elected annually for one-year terms or until their successors are qualified and elected.
	Majority Voting for Director Elections			Our bylaws provide for a majority voting standard in uncontested elections, and further require that a director who fails to receive a majority vote must tender his or her resignation to the Board.
	Board Evaluation			Our Board reviews committee and director performance through an annual process of self-evaluation.
	Risk Oversight and Financial Reporting			Our Board aims to provide robust oversight of current and potential risks facing our company by engaging in regular deliberations and participating in management meetings. Our Audit Committee contributes to strong financial reporting oversight through regular meetings with management and dialogue with our auditors.
	Active Board Participation			Our Board held six meetings during 2025. Each person who served as a director during 2025 attended at least 75% of the aggregate meetings of the Board and any committee(s) on which he or she served while providing Board service.
	Direct Oversight of Sustainability			The Nominating, Corporate Governance and Sustainability Committee is tasked in its charter with supporting the Board in its oversight of the company’s sustainability strategies and external disclosures; this includes engaging with management on material sustainability matters and stakeholder perspectives.
	Political Activity Disclosure and Oversight			In December 2022, the company adopted a Political Activity Policy that gives the Nominating, Corporate Governance and Sustainability Committee final approval over all political contributions by the company. The Policy also includes a commitment to publicly disclose any political contributions by the company via a dedicated webpage that is easily accessible on the company’s website.
	Established Operational Excellence Committee			In April 2023, the Board established the Operational Excellence Committee to review the company’s strategies and objectives with respect to continuous improvement of quality and service, operational efficiency, cost control, occupational safety, environmental compliance and technological innovation. Alongside management, the Committee also reviews reports and key performance indicators relating to the company’s trends in operational excellence and its achievements against strategies and objectives.

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SUSTAINABILITY APPROACH

Our approach to sustainability is guided by our commitment to deliver long-term value to our stockholders. We regularly engage with our stockholders to obtain their input on evolving expectations related to sustainability. The key sustainability issues that we believe can have a meaningful impact on our delivery of stockholder value, and that align with stockholder feedback, include health and safety, employee engagement, talent management, data security and privacy, compliance with applicable laws and regulations related to the environment, fleet management and innovation, network optimization, corporate governance and ethical conduct.

The Nominating, Corporate Governance and Sustainability Committee of the Board oversees the company’s sustainability strategies, performance and disclosures, and engages with management to provide oversight in these areas.

STOCKHOLDER ENGAGEMENT AND RESPONSIVENESS

The Board considers engagement with stockholders on corporate governance, executive compensation and risk oversight to be a critical component of its stewardship responsibilities. We have established a robust, year-round stockholder engagement program to foster dialogue and seek stockholder perspectives on a broad range of topics, informing the Board’s decision-making.

At our 2025 Annual Meeting of Stockholders, our directors received 98% support on average, and our say-on-pay proposal received 99% support. These results reflect strong support for the Board and for XPO’s executive compensation program, which we designed in direct response to stockholder feedback. The Board is appreciative of our stockholders’ support and remains committed to ongoing engagement.

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