--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-22-027576" form_type: "8-K" ticker: "XPO" cik: "0001166003" company_name: "XPO, Inc." filed_at: "2022-11-01T23:59:59+00:00" generated_at: "2026-06-22T17:06:40.463652+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # XPO completes spin-off of RXO; pro forma revenue drops to $7.2B (2021) from $12.8B ## Summary - Spin-off effective Nov 1, 2022; XPO stockholders received one RXO share per XPO share held on Oct 20, 2022. - Pro forma 2021 revenue $7.2B, diluted EPS $0.80 (vs. historical $2.82), reflecting discontinuation of RXO and Intermodal. - Pro forma 2020 revenue $6.2B, diluted EPS $(1.54) (vs. historical $(0.45)). - XPO received $554M cash from RXO and repaid $545M debt; pro forma long-term debt $2.3B. - Mario Harik appointed CEO, Brad Jacobs named executive chairman; three new directors appointed. ## SEC filing metadata - accession: 0001628280-22-027576 - form_type: 8-K - ticker: XPO - cik: 0001166003 - company_name: XPO, Inc. - filed_at: 2022-11-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/xpo-20221031.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-22-027576 - JSON: https://secwatch.observer/filing/0001628280-22-027576.json - Plain text: https://secwatch.observer/filing/0001628280-22-027576.txt ## Key facts - Executive change Mary Kissel resigned as Director at XPO, Inc.. - Action: resigned - Role: Director source text: AnnaMaria DeSalva, Adrian Kingshott and Mary Kissel resigned from the company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Executive change Brad Jacobs was appointed as Executive Chairman at XPO, Inc.. - Action: appointed - Role: Executive Chairman source text: Brad Jacobs was appointed executive chairman of the company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Executive change Mario Harik was appointed as Chief Executive Officer at XPO, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Mario Harik was appointed chief executive officer of the company evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Executive change AnnaMaria DeSalva resigned as Director at XPO, Inc.. - Action: resigned - Role: Director source text: AnnaMaria DeSalva, Adrian Kingshott and Mary Kissel resigned from the company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Executive change Irene Moshouris was appointed as Director at XPO, Inc.. - Action: appointed - Role: Director source text: Bella Allaire, Mario Harik and Irene Moshouris were each appointed as a director of the company evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Executive change Bella Allaire was appointed as Director at XPO, Inc.. - Action: appointed - Role: Director source text: Bella Allaire, Mario Harik and Irene Moshouris were each appointed as a director of the company evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Executive change Mario Harik was appointed as Director at XPO, Inc.. - Action: appointed - Role: Director source text: Bella Allaire, Mario Harik and Irene Moshouris were each appointed as a director of the company evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Executive change Adrian Kingshott resigned as Director at XPO, Inc.. - Action: resigned - Role: Director source text: AnnaMaria DeSalva, Adrian Kingshott and Mary Kissel resigned from the company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - M&A Transactions XPO, Inc. completed a disposition involving RXO, Inc. for One share of RXO common stock for every one share of the company's common stock held as of October 20, 2022 (the Record Date) (closed 2022-11-01). - Action: disposition - Counterparty: RXO, Inc. - Consideration: One share of RXO common stock for every one share of the company's common stock held as of October 20, 2022 (the Record Date) - Closing: 2022-11-01 source text: This Current Report on Form 8-K is being filed in connection with the closing on November 1, 2022 at 12:01 a.m. Eastern Time of the previously announced separation (the “Separation”) of the tech-enabled brokered transportation platform of XPO Logistics, Inc. (“XPO” or the “company”) from the company’s less-than-truckload transportation segment and European transportation business. The Separation was effected by the transfer of the company’s North American truck brokerage business, as well as its services for managed transportation, last mile and freight forwarding, from the company to RXO, Inc. (“RXO”) and the distribution of all of the outstanding shares of RXO common stock to the company’s stockholders (the “Distribution”). evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Material Agreements XPO, Inc. entered into Separation and Distribution Agreement with RXO (effective 2022-10-31). - Action: entry - Agreement: supply - Counterparty: RXO - Effective: 2022-10-31 source text: the company entered into several agreements with RXO that govern the relationship of the parties following the Distribution, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022), and an Intellectual Property License Agreement (entered into on October 24, 2022, as disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022). evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Material Agreements XPO, Inc. entered into Employee Matters Agreement with RXO (effective 2022-10-31). - Action: entry - Agreement: license - Counterparty: RXO - Effective: 2022-10-31 source text: the company entered into several agreements with RXO that govern the relationship of the parties following the Distribution, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022), and an Intellectual Property License Agreement (entered into on October 24, 2022, as disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022). evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Material Agreements XPO, Inc. entered into Tax Matters Agreement with RXO (effective 2022-10-31). - Action: entry - Agreement: license - Counterparty: RXO - Effective: 2022-10-31 source text: the company entered into several agreements with RXO that govern the relationship of the parties following the Distribution, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022), and an Intellectual Property License Agreement (entered into on October 24, 2022, as disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022). evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm - Material Agreements XPO, Inc. entered into Transition Services Agreement with RXO (effective 2022-10-31). - Action: entry - Agreement: license - Counterparty: RXO - Effective: 2022-10-31 source text: the company entered into several agreements with RXO that govern the relationship of the parties following the Distribution, including a Separation and Distribution Agreement, a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022), and an Intellectual Property License Agreement (entered into on October 24, 2022, as disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022). evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000162828022027576/0001628280-22-027576-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.