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XPO, Inc.

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

XPO$188.03+6.3%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Trading Plans

On August 13, 2026, Christopher Brown, Chief Accounting Officer, entered into a 10b5-1 trading plan. The trading plan for Mr. Brown provides for the potential sale of up to 7,000 shares of Company common stock. Mr. Brown’s trading plan will be in effect until the earlier of (i)November 15, 2027 and (ii) the date upon the completion or expiration of all transactions under the trading plan.

On September 11, 2026, Mario Harik, Chairman and Chief Executive Officer, entered into a 10b5-1 trading plan. The trading plan for Mr. Harik provides for the potential sale of up to 67,200 shares of Company common stock. Mr. Harik’s trading plan will be in effect until the earlier of (i)November 30, 2027 and (ii) the date upon the completion or expiration of all transactions under the trading plan.

Each of the trading plans was entered into during an open insider trading window and intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in Company securities.

Executive Compensation Agreement

On October 29, 2026, the Company entered into a letter agreement and a Change in Control and Severance Agreement (together, the “Agreements”) with Mario Harik, the Company’s Chairman and Chief Executive Officer. The Agreements replace the employment agreement with Mr. Harik that was scheduled to expire on November 1, 2026 and provide for his continued employment as the Company’s Chairman and Chief Executive Officer without a fixed term. The Agreements provide for an annual base salary of $1,150,000, a target annual bonus of 200% of base salary and annual long-term incentive awards, with a 2027 grant date value of $12,000,000. Mr. Harik is further bound by confidentiality, non-competition, non-solicitation and non-disparagement covenants, including a three-year non-compete covenant. The Agreements also provide for severance on a termination without cause or a resignation for good reason. Enhanced severance applies if the termination occurs in connection with a change of control, and all severance is subject to a release of claims. This description is qualified in its entirety by reference to the Agreements, which are filed as Exhibits 10.1 and 10.2 to this Quarterly Report on Form 10-Q.

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