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XPO 8-K Report, Regulation FD Disclosure (Feb 5, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed February 5, 2026
Period End
February 5, 2026
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. Leadership change8-K · Jun ’19Jun ’19
  2. Deal closed8-K · Aug ’21Aug ’21
  3. Leadership change8-K · Mar ’23Mar ’23
  4. Material agreement8-K · Feb ’25Feb ’25

01—Abstract

Summary

Summary of the 8-K filed February 5, 2026. Cited figures are marked; the original filing is the authoritative source.

On February 5, 2026, XPO, Inc. furnished under Item 7.01 (Regulation FD Disclosure) an Investor Overview slide presentation for Q4 2025, dated February 2026, which it expects to use in future investor presentations.

The filing states the materials are to be read together with the Company's Form 10-K for the fiscal year ended December 31, 2025, and the information is furnished rather than filed for Exchange Act Section 18 purposes. The presentation reports fourth-quarter 2025 revenue of $2.01 billiona, operating income of $143 million, net income of $59 million, diluted EPS of $0.50, adjusted net income of $105 million, adjusted diluted EPS of $0.88, adjusted EBITDA of $312 million, and cash flow from operating activities of $226 million. The presentation emphasizes North American LTL performance.

For Q4 2025, the LTL segment reported $1.17 billionb in revenue, $285 million in adjusted EBITDA, and an adjusted operating ratio of 84.4%, which the filing says improved by 180 bps year over year. LTL yield excluding fuel rose 5.2% year over year, and the company reports that its outsourced linehaul miles declined by 560 bps year over year. The company restates its 2021–2027 LTL targets of revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and an adjusted operating ratio improvement of at least 600 bps.

For full-year 2026, the presentation provides planning assumptions: total gross capex of $500 million to $600 millionc, interest expense of $205 million to $215 million, pension income of approximately $14 million, an adjusted effective tax rate of 24% to 25%, and a diluted share count of approximately 118 million. The European Transportation segment reported Q4 2025 revenue of $846 million and adjusted EBITDA of $32 million.

02—Key points

Key Highlights

  1. Q4 2025 consolidated revenue of $2.01 billion, operating income of $143 million, and net income of $59 million (diluted EPS of $0.50).
  2. Adjusted diluted EPS of $0.88 and adjusted EBITDA of $312 million; the filing notes adjusted EPS excluding real estate gains is $0.80.
  3. North American LTL: revenue of $1.17 billion, adjusted EBITDA of $285 million, and an adjusted operating ratio of 84.4%, improved by 180 bps year over year.
  4. LTL yield excluding fuel up 5.2% year over year, with revenue per shipment excluding fuel up sequentially for the 12th consecutive quarter.
  5. LTL damages at a record low level; on-time performance improved year over year for the 15th consecutive quarter.
  6. Long-term LTL targets for 2021–2027: revenue CAGR of 6% to 8%, adjusted EBITDA CAGR of 11% to 13%, and adjusted operating ratio improvement of at least 600 bps.
  7. 2026 planning assumptions: gross capex of $500 million to $600 million, interest expense of $205 million to $215 million, and diluted share count of approximately 118 million.

03—Questions

Frequently Asked Questions

  1. Why did XPO file this 8-K and is the presentation legally filed?

    The company filed the 8-K under Item 7.01 (Regulation FD Disclosure) to furnish an investor presentation released February 5, 2026, which it expects to use in future investor meetings. The filing states that the information is furnished, not filed, for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into other filings unless specifically stated.

  2. How did North American LTL perform in Q4 2025?

    The LTL segment reported revenue of $1.17 billion and adjusted EBITDA of $285 million, with an adjusted operating ratio of 84.4%, which the filing says improved by 180 bps year over year. Adjusted operating income was $181 million, and LTL yield excluding fuel rose 5.2% year over year.

  3. What does XPO expect for full-year 2026?

    The company expects total gross capex of $500 million to $600 million, interest expense of $205 million to $215 million, pension income of approximately $14 million, an adjusted effective tax rate of 24% to 25%, and a diluted share count of approximately 118 million.

  4. What long-term targets does XPO set for its North American LTL business?

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

  5. How did the European Transportation segment perform in Q4 2025?

    The European Transportation segment reported fourth-quarter 2025 revenue of $846 million and adjusted EBITDA of $32 million, according to the presentation's segment summary.

04—Continue

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