XPO, Inc. — Capital/Financing Update 2021

Sep 1, 2021

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 1, 2021

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XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-32172	03-0450326
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Five American Lane Greenwich , CT	06831
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 855 ) 976-6951

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: — Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 par value	XPO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed in its Current Report on Form 8-K filed on August 3, 2021, o n August 2, 2021, XPO Logistics, Inc. (the “ Company ”) provided notice to The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “ Trustee ”) under that certain Indenture, dated as of August 25, 2016 (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 September 1, 2021, the Company intended to redeem all $535 million in aggregate principal amount of its outstanding 6.125% Senior Notes due 2023 (the “ Notes ”) at a redemption price of par, in accordance with the terms of the Indenture. On September 1, 2021, the Company completed the redemption of all of the Notes in accordance with the terms of the Indenture.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 1, 2021
By:	/s/ Ravi Tulsyan
	Ravi Tulsyan
	Deputy Chief Financial Officer & Treasurer

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