XPO, Inc. — fact timeline

XPO, Inc. entered into Senior Secured Term Loan A Credit Agreement with Wells Fargo Bank, National Association valued at senior secured term loan A facility in an initial aggregate amount of $500 million (effective 2026-05-29).

“On the Closing Date, the Company entered into a Senior Secured Term Loan A Credit Agreement, by and among the Company, certain of its subsidiaries, as guarantors, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders (the “ Term Loan A Credit Agreement ”). The Term Loan A Credit Agreement provides for, among other things, a senior secured term loan A facility in an initial aggregate amount of $500 million”

XPO, Inc. entered into Amendment No. 11 to Credit Agreement with Morgan Stanley Senior Funding, Inc. valued at initial aggregate principal amount of $385 million under the 2026 Term Loan B Facility (effective 2026-05-29).

“On May 29, 2026 (the “ Closing Date ”), XPO, Inc. (the “ Company ”) entered into that certain Amendment No. 11 to Credit Agreement (the “ Amendment ”), by and among the Company, certain of its subsidiaries, as guarantors, the lenders party thereto (the “ Lenders ”) and Morgan Stanley Senior Funding, Inc., in its capacity as administrative agent and collateral agent (the “ Administrative Agent ”), amending that certain Senior Secured Term Loan Credit Agreement”

XPO, Inc. incurred term loan of $500 million with Wells Fargo Bank, National Association maturing May 29, 2029 (may spring to 91 days prior to maturity of 2028 Notes).

“a senior secured term loan A facility in an initial aggregate amount of $500 million”

Wendy Cassity resigned as chief legal officer and corporate secretary at XPO, Inc..

“On May 20, 2026, Wendy Cassity notified XPO, Inc. (the “Company”) of her intention to resign as chief legal officer and corporate secretary of the Company effective on or about June 18, 2026.”

XPO, Inc. shareholders approved Advisory vote to approve executive compensation at the 2026-05-19 meeting.

“Advisory vote to approve executive compensation: Votes For 105,514,627 Votes Against 1,094,492 Abstentions 95,069 Broker Non-Votes 4,266,348”

XPO, Inc. shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026 at the 2026-05-19 meeting.

“Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026: Votes For 110,661,351 Votes Against 252,095 Abstentions 57,090 Broker Non-Votes 0”

XPO, Inc. shareholders approved Election of directors at the 2026-05-19 meeting.

“Nominee Votes For Votes Against Abstentions Broker Non-Votes Mario Harik 105,394,515 1,268,198 41,475 4,266,348 Bella Allaire 105,579,915 1,093,228 31,045 4,266,348 J. Wes Frye 105,911,942 761,635 30,611 4,266,348 Michael G. Jesselson 105,326,752 1,335,993 41,443 4,266,348 Allison Landry 106,563,698 109,533 30,957 4,266,348 Irene Moshouris 106,423,904 232,068 48,216 4,266,348 Johnny C. Taylor, Jr. 105,806,915 865,806 31,467 4,266,348”

XPO, Inc. reported financial results for first quarter 2026.

“On April 30, 2026, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2026.”

XPO, Inc. incurred revolving credit of $600 million revolving credit facility, with $200 million available for letters of credit with Wells Fargo Bank, National Association and other lenders at Not provided maturing April 30, 2030.

“the lenders (the “ Revolving Credit Agreement ”). The Revolving Credit Agreement provides for, among other things, revolving credit commitments in an initial aggregate amount of $600 million (the “ Revolving Credit Facility ”), of which $200 million shall be available for issuances of letters of credit. Subject to the terms contained in the Revolving Credit”

Jason Aiken resigned as Director at XPO, Inc..

“Jason Aiken notified XPO, Inc. (the “Company”) of his resignation from the Board of Directors (the “Board”) of the Company effective as of June 6, 2024.”

XPO, Inc. shareholders approved Advisory vote on the frequency of future advisory votes to approve executive compensation at the 2024-05-16 meeting.

“4. Advisory vote on the frequency of future advisory votes to approve executive compensation: 1 Year 101,335,792 2 Years 31,448 3 Years 1,725,650 Abstentions 63,747”

XPO, Inc. shareholders approved Advisory vote to approve executive compensation at the 2024-05-16 meeting.

“3. Advisory vote to approve executive compensation: Votes For 100,287,232 Votes Against 2,755,246 Abstentions 114,159 Broker Non-Votes 6,342,704”

XPO, Inc. shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024 at the 2024-05-16 meeting.

“2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024: Votes For 109,006,625 Votes Against 405,225 Abstentions 87,491 Broker Non-Votes 0”

XPO, Inc. shareholders approved Election of directors at the 2024-05-16 meeting.

“1. Election of directors: Nominee Votes For Votes Against Abstentions Broker Non-Votes Brad Jacobs 100,370,533 2,739,854 46,250 6,342,704 Jason Aiken 102,948,872 156,053 51,712 6,342,704 Bella Allaire 102,153,179 950,642 52,816 6,342,704 J. Wes Frye 102,852,530 254,306 49,801 6,342,704 Mario Harik 102,950,132 157,900 48,605 6,342,704 Michael Jesselson 102,203,817 899,843 52,977 6,342,704 Allison Landry 101,861,552 1,244,385 50,700 6,342,704 Irene Moshouris 102,052,429 1,053,376 50,832 6,342,704 Johnny C. Taylor, Jr. 102,569,499 536,064 51,074 6,342,704”

XPO, Inc. reported financial results for fiscal quarter ended March 31, 2024.

“On May 3, 2024, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2024.”

XPO, Inc. reported fourth quarter 2023 results: revenue $1.94 billion, net income $58 million, EPS $0.49.

“For the fourth quarter 2023, revenue was $1.94 billion, compared to $1.83 billion for the same period in 2022. The year-over-year increase in revenue was due primarily to higher yield, excluding fuel, and an increase in tonnage per day in the North American LTL segment, partially offset by lower fuel surcharge revenue. Net income from continuing operations was $58 million for the fourth quarter, compared with a net loss of $36 million for the same period in 2022. Operating income was $119 million for the fourth quarter, compared with $4 million for the same period in 2022. Diluted earnings from continuing operations per share was $0.49 for the fourth quarter, compared with a loss per share of $0.31 for the same period in 2022.”

XPO, Inc. completed an acquisition involving Yellow Corporation for $870 million in cash (closed 2023-12-20).

“On December 20, 2023, the Company consummated the acquisition of 28 service centers (the “ Acquired Assets ”) of Yellow Corporation and certain of its subsidiaries (collectively, “ Yellow ”) for an aggregate purchase price of $870 million in cash (the “ Yellow Asset Acquisition ”).”

XPO, Inc. terminated Indenture dated April 28, 2020 with Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association valued at Redemption of all approximately $112 million in aggregate principal amount of 6.250% Senior Notes du (effective 2023-12-20).

“As previously disclosed in its Current Report on Form 8-K filed on December 13, 2023, on December 5, 2023, XPO, Inc. (the “ Company ”) provided notice to Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (in such capacity, the “ Trustee ”), under that certain Indenture, dated as of April 28, 2020 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), by and among the Company, the guarantors party thereto and the Trustee, that on December 20, 2023 (the “ Redemption Date ”), the Company intended to redeem all of the approximately $112 million in aggregate principal amount of its outstanding 6.250% Senior Notes due 2025 (the “ Notes ”) at a redemption price of 101.563% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date, in accordance with the terms of the Indenture.”

XPO, Inc. amended Amendment with Morgan Stanley Senior Funding, Inc. valued at $400 million in aggregate principal amount of incremental term loans (effective 2023-12-13).

“On December 13, 2023, XPO entered into that certain Incremental Amendment (Amendment No. 9 to Credit Agreement) (the “ Amendment ”), by and among XPO, its subsidiaries signatory thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., in its capacity as administrative agent (the “ Administrative Agent ”), amending that certain Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Term Loan Credit Agreement ”), by and among XPO, its subsidiaries from time to time party thereto, as guarantors, the lenders from time to time party thereto and the Administrative Agent. Pursuant to the Amendment, XPO obtained $400 million in aggregate principal amount of incremental term loans under the Term Loan Credit Agreement (the “ Incremental Term Loans ””

XPO, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $585 million aggregate principal amount of 7.125% senior notes due 2032 (effective 2023-12-13).

“On December 13, 2023, XPO, Inc. (“ XPO ”) completed the private placement of $585 million aggregate principal amount of 7.125% senior notes due 2032 (the “ Notes ”). The Notes were issued pursuant to an indenture dated as of December 13, 2023 (the “ Indenture ”) among XPO, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.”

XPO, Inc. reported third quarter 2023 results: revenue $1.98 billion, net income $86 million, EPS $0.72.

“progress, and I’m confident that we’re still in the early innings of realizing XPO’s full potential.” 1 Third Quarter Highlights For the third quarter 2023, revenue was $1.98 billion, compared to $1.95 billion for the same period in 2022. The year-over-year increase in revenue was due primarily to higher tonnage per day and yield, excluding fuel, in the North”

XPO, Inc. reported second quarter 2023 results: revenue $1.92 billion, net income $31 million, EPS $0.27.

“XPO Reports Second Quarter 2023 Results GREENWICH, Conn. – August 4, 2023 – XPO (NYSE: XPO ) today announced its financial results for the second quarter 2023, reflecting a solid performance in a soft industry environment for freight transportation. The company reported revenue of $1.92 billion and diluted earnings from continuing operations per share of $0.27.”

Kyle Wismans was appointed as Chief Financial Officer at XPO, Inc..

“Kyle Wismans will assume the role of chief financial officer of XPO, Inc. (the “Company”) on August 11, 2023.”

XPO, Inc. incurred term loan of $700 million of new term loans with Morgan Stanley Senior Funding, Inc. at Term SOFR rate (subject to a 0.00% floor) or a base rate, plus an applicable mar maturing May 24, 2028.

“Pursuant to the Amendment, XPO obtained $700 million of new term loans under the Term Loan Credit Agreement (the “ New Term Loans ”) having substantially similar terms as the existing term loans thereunder (the “ Existing Term Loans ”), except with respect to maturity date, issue price, interest rate, prepayment premiums in connection with certain voluntary prepayments and certain other provisions. The New Term Loans will bear interest at a rate per annum equal to, at XPO’s option, either (a) a Term SOFR rate (subject to a 0.00% floor) or (b) a base rate, in each case, plus an applicable margin of 2.00% for Term SOFR loans or 1.00% for base rate loans. The New Term Loans were issued at an issue price of 99.5% of the face amount thereof. The New Term Loans will mature on May 24, 2028.”

XPO, Inc. incurred senior notes of $450 million aggregate principal amount of 7.125% Senior Notes due 2031 with U.S. Bank Trust Company, National Association at 7.125% per annum, payable semiannually in cash in arrears on June 1 and December maturing June 1, 2031.

“The Unsecured Notes will bear interest at a rate of 7.125% per annum, payable semiannually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2023. The Unsecured Notes will mature on June 1, 2031.”

XPO, Inc. incurred senior notes of $830 million aggregate principal amount of 6.250% senior secured notes due 2028 with U.S. Bank Trust Company, National Association at 6.250% per annum, payable semiannually in cash in arrears on June 1 and December maturing June 1, 2028.

“The Secured Notes will bear interest at a rate of 6.250% per annum, payable semiannually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2023. The Secured Notes will mature on June 1, 2028.”

XPO, Inc. amended Refinancing Amendment (Amendment No. 8 to Credit Agreement) with Morgan Stanley Senior Funding, Inc. valued at $700 million (effective 2023-05-24).

“ay 24, 2023, XPO entered into that certain Refinancing Amendment (Amendment No. 8 to Credit Agreement) (the “ Amendment ”),”

XPO, Inc. entered into Unsecured Notes Indenture with U.S. Bank Trust Company, National Association valued at $450 million (effective 2023-05-24).

“mong XPO, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.”

XPO, Inc. entered into Secured Notes Indenture with U.S. Bank Trust Company, National Association valued at $830 million (effective 2023-05-24).

“he Secured Notes were issued pursuant to an indenture dated as of May 24, 2023 (the “ Secured Notes Indenture ”) among XPO, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.”

XPO, Inc. shareholders rejected Advisory vote on executive compensation at the 2023-05-17 meeting.

“3. Advisory vote on executive compensation: Votes For 47,745,653 Votes Against 49,764,974 Abstentions 94,461 Broker Non-Votes 9,114,824”

XPO, Inc. shareholders approved Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023 at the 2023-05-17 meeting.

“2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023: Votes For 106,298,019 Votes Against 355,358 Abstentions 66,535 Broker Non-Votes 0”

XPO, Inc. shareholders approved Election of directors at the 2023-05-17 meeting.

“1. Election of directors: Nominee Votes For Votes Against Abstentions Broker Non-Votes Brad Jacobs 92,799,679 4,755,320 50,089 9,114,824 Jason Aiken 97,215,559 328,346 61,183 9,114,824 Bella Allaire 97,335,100 213,640 56,348 9,114,824 Wes Frye 97,363,185 181,439 60,464 9,114,824 Mario Harik 97,239,047 308,605 57,436 9,114,824 Michael Jesselson 96,620,846 925,576 58,666 9,114,824 Allison Landry 91,436,074 6,112,398 56,616 9,114,824 Irene Moshouris 94,457,868 3,091,398 55,822 9,114,824 Johnny C. Taylor, Jr. 89,975,628 7,567,122 62,338 9,114,824”

XPO, Inc. reported the fiscal quarter ended March 31, 2023 results: revenue $1.91 billion, net income $17 million, EPS $0.15.

“LTL service quality in over a decade GREENWICH, Conn. – May 4, 2023 – XPO (NYSE: XPO) today announced its financial results for the first quarter 2023. Revenue increased to $1.91 billion for the quarter, compared with $1.89 billion for the same period in 2022. Mario Harik, chief executive officer of XPO, said, “We delivered a solid quarter in a challenging”

David J. Bates was appointed as chief operating officer at XPO, Inc..

“On April 19, 2023, David J. Bates was appointed chief operating officer of XPO, Inc. (the “Company”), effective April 21, 2023.”

John Wesley Frye was appointed as Director at XPO, Inc..

“On March 8, 2023, the Board of Directors (the “Board”) of XPO, Inc. (the “Company”) expanded the size of the Board from eight to nine members with the appointment of John Wesley Frye as a member of the Board, effective immediately.”

XPO, Inc. reported financial results for the fiscal quarter and year ended December 31, 2022.

“On February 8, 2023, XPO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter and year ended December 31, 2022.”

XPO, Inc. reported the fourth quarter 2022 results: revenue $1.83 billion, net income net loss from continuing operations attributable to common shareholders of $36 million, EPS diluted loss from continuing operations per share of $0.31.

“XPO (NYSE: XPO) today announced its financial results for the fourth quarter 2022. Revenue was $1.83 billion for the quarter, compared with $1.77 billion for the same period in 2021. The company reported a net loss from continuing operations attributable to common shareholders of $36 million for the fourth quarter 2022, or a diluted loss from continuing operations per share of $0.31, compared with net income from continuing operations attributable to common shareholders of $47 million, or diluted earnings from continuing operations per share of $0.40, for the same period in 2021.”

XPO, Inc. amended credit facility of $600 million with Morgan Stanley Senior Funding, Inc., as agent at SOFR plus 0.10% credit spread adjustment plus applicable margin of 1.25% to 1.50 maturing April 30, 2026.

“(vi) make certain other changes to the covenants and other provisions therein. The aggregate commitment of all lenders under the Amended ABL Credit Agreement remains equal to $600 million. Loans under the Amended ABL Credit Agreement will bear interest at a rate equal to a secured overnight financing rate plus a credit spread adjustment of 0.10% or base rate, in”

XPO, Inc. amended Amendment No. 7 to Second Amended and Restated Revolving Loan Credit Agreement with Morgan Stanley Senior Funding, Inc., as agent and the lenders party thereto valued at Amendment to extend maturity date to April 30, 2026, replace LIBOR with SOFR, reduce LC sublimit to (effective 2023-02-06).

“On February 6, 2023, XPO, Inc. (the “ Company ”) entered into Amendment No. 7 to Second Amended and Restated Revolving Loan Credit Agreement (the “ Amendment ”), by and among the Company, certain subsidiaries signatory thereto, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as agent (the “ Agent ”) and other parties from time to time party thereto, amending that certain Second Amended and Restated Revolving Loan Credit Agreement, dated as of October 30, 2015 (as previously amended, amended and restated, supplemented or otherwise modified, the “ Existing ABL Credit Agreement ” and, as amended by the Amendment, the “ Amended ABL Credit Agreement ”), by and among the Company, certain subsidiaries signatory thereto, the lenders party thereto, the Agent and other parties from time to time party thereto. The Amendment amends the Existing ABL Credit Agreement to, among other things: (i) extend the maturity date to April 30, 2026 (subject, in certain circumstances, to a spring”

Ravi Tulsyan departed as Senior Advisor – Finance at XPO, Inc..

“On January 23, 2023, XPO, Inc. (the “Company”) and Ravi Tulsyan, the Company’s Senior Advisor – Finance and former Chief Financial Officer, entered into a Separation Agreement and General Release (the “Separation Agreement”), setting forth the terms of Mr. Tulsyan’s separation from employment with the Company, effective as of January 6, 2023 (the “Separation Date”).”

XPO, Inc.: Amended and restated bylaws to reflect name change to XPO, Inc (effective 2022-12-19).

“Additionally, effective as of December 19, 2022, the Company amended and restated its bylaws to reflect the change in its name to “XPO, Inc.””

XPO, Inc.: Amended certificate of incorporation to change company name from XPO Logistics, Inc. to XPO, Inc (effective 2022-12-19).

“On December 15, 2022, XPO, Inc. (previously known as XPO Logistics, Inc.) (the “Company”) filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to change its name from “XPO Logistics, Inc.” to “XPO, Inc.” (the “Amendment”). The Amendment was effective as of December 19, 2022.”

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).

“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”).”

XPO, Inc. entered into Employee Matters Agreement with RXO (effective 2022-10-31).

“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).”

XPO, Inc. entered into Tax Matters Agreement with RXO (effective 2022-10-31).

“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).”

XPO, Inc. entered into Transition Services Agreement with RXO (effective 2022-10-31).

“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).”

XPO, Inc. entered into Separation and Distribution Agreement with RXO (effective 2022-10-31).

“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).”

Brad Jacobs was appointed as Executive Chairman at XPO, Inc..

“Brad Jacobs was appointed executive chairman of the company’s board of directors”

Irene Moshouris was appointed as Director at XPO, Inc..

“Bella Allaire, Mario Harik and Irene Moshouris were each appointed as a director of the company”

Mario Harik was appointed as Chief Executive Officer at XPO, Inc..

“Mario Harik was appointed chief executive officer of the company”