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XPO 8-K Report, Regulation FD Disclosure (Oct 30, 2025)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed October 30, 2025
Period End
October 30, 2025
Security
XPO
In the record · 2016–202610-K1110-Q338-K243

XPO filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 243 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Feb ’18Feb ’18
  2. Leadership change8-K · May ’20May ’20
  3. Deal closed8-K · Nov ’22Nov ’22
  4. Leadership change8-K · Jun ’24Jun ’24

01—Abstract

Summary

Summary of the 8-K filed October 30, 2025. Cited figures are marked; the original filing is the authoritative source.

On October 30, 2025, XPO, Inc. furnished an investor presentation as Exhibit 99.1 to this Form 8-K under Regulation FD.

The presentation is for use in future investor meetings and is not deemed filed under the Exchange Act. It should be read with XPO's SEC filings, including its Form 10-Q for the quarter ended September 30, 2025. For the third quarter of 2025, XPO reported revenue of $2.11 billiona, operating income of $164 million, net income of $82 million, and diluted EPS of $0.68.

Adjusted EBITDA was $342 millionb, up 6% year over year, and adjusted diluted EPS was $1.07, up 11%. Results include a $35 million charge ($27 million after tax, or $0.23 per share) tied to environmental and product liability claims involving a former Con-way subsidiary. North American LTL delivered revenue of $1.26 billion, adjusted EBITDA of $308 million, and an adjusted operating ratio of 82.7%, improved 150 bps year over year.

European Transportation generated revenue of $857 millionc and adjusted EBITDA of $38 million. The presentation reiterates long-term North American LTL targets for 2021 through 2027: revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 bps. It also updates full-year 2025 planning assumptions, including total gross capex of $600 million to $700 million, interest expense of $220 million to $230 million, an adjusted effective tax rate of 24% to 25%, and a diluted share count of 120 million.

02—Key points

Key Highlights

  1. Q3 2025 adjusted EBITDA of $342 million, up 6% YoY; adjusted diluted EPS of $1.07, up 11% YoY
  2. North American LTL adjusted operating ratio of 82.7%, improved 150 bps YoY and 350 bps over two years; adjusted operating income of $217 million, up 10% YoY
  3. LTL yield, excluding fuel, up 5.9% YoY and increased sequentially; revenue per shipment excluding fuel increased sequentially for the 11th consecutive quarter
  4. Linehaul miles outsourced to third-party carriers reduced by 770 bps YoY, supporting insourcing and efficiency
  5. Q3 2025 includes a $35 million ($0.23 per share after tax) charge for environmental and product liability claims tied to a former Con-way subsidiary
  6. Full-year 2025 outlook: gross capex of $600 million to $700 million, interest expense of $220 million to $230 million, and adjusted effective tax rate of 24% to 25%
  7. Long-term LTL targets for 2021 to 2027 include adjusted EBITDA CAGR of 11% to 13% and adjusted operating ratio improvement of at least 600 bps

03—Questions

Frequently Asked Questions

  1. What is the purpose of this 8-K filing?

    The filing furnishes an investor presentation dated October 30, 2025 (Exhibit 99.1) that XPO expects to use in future investor presentations. The information is furnished under Regulation FD and is not deemed filed for Exchange Act Section 18 purposes.

  2. How did North American LTL perform in Q3 2025?

    North American LTL reported revenue of $1.26 billion, adjusted EBITDA of $308 million, adjusted operating income of $217 million, and an adjusted operating ratio of 82.7%. The adjusted operating ratio improved 150 bps year over year and 350 bps over the past two years.

  3. Were there any one-time items affecting Q3 2025 results?

    Yes. Q3 2025 includes a $35 million charge ($27 million after tax, or $0.23 per share) related to environmental and product liability claims involving a former Con-way subsidiary sold before XPO acquired Con-way in 2015. Adjusted measures exclude this charge.

  4. What full-year 2025 guidance did XPO provide?

    XPO expects total company gross capex of $600 million to $700 million, interest expense of $220 million to $230 million, pension income of approximately $6 million, an adjusted effective tax rate of 24% to 25%, and a diluted share count of 120 million.

  5. What long-term targets does XPO present for North American LTL?

    For 2021 through 2027, XPO targets LTL revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 bps. The company also targets capex of 8% to 12% of revenue on average through 2027.

04—Continue

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