{"url_path":"/sec/xpo/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1166003/0001104659-26-068522-index.html","accession_number":"0001104659-26-068522","cik":"0001166003","ticker":"XPO","issuer_name":"XPO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1166003/0001104659-26-068522-index.html","primary_entity_key":"0001166003","primary_entity_name":"XPO, Inc."},"word_count":1530,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\n*Eleventh Amendment to Term Loan Credit Agreement*\n\n \n\nOn May 29, 2026 (the “Closing Date”),\nXPO, Inc. (the “Company”) entered into that certain Amendment No. 11 to Credit Agreement (the “Amendment”),\nby and among the Company, certain of its subsidiaries, as guarantors, the lenders party thereto (the “Lenders”) and\nMorgan Stanley Senior Funding, Inc., in its capacity as administrative agent and collateral agent (the “Administrative Agent”),\namending that certain Senior Secured Term Loan Credit Agreement, dated as of October 30, 2015 (as amended, restated, amended and\nrestated, supplemented or otherwise modified prior to the effectiveness of the Amendment, the “Existing Term Loan B Credit Agreement”\nand, as amended by the Amendment, the “Amended Term Loan B Credit Agreement”), by and among the Company, its subsidiaries\nfrom time to time party thereto, as guarantors, the lenders from time to time party thereto and the Administrative Agent. Capitalized\nterms used in this section of Item 1.01 but not defined herein have the meaning ascribed to such terms in the Amendment or the Amended\nTerm Loan B Credit Agreement, as applicable.\n\n \n\nPursuant to the Amendment, the Company incurred\na new tranche of Term B-4 loans (the “2026 Term Loan B Facility”) in an initial aggregate principal amount of $385\nmillion. The proceeds of the 2026 Term Loan B Facility, together with the proceeds from the Term Loan A Credit Facility (as defined below)\nwill be used to refinance all of the indebtedness under the Existing Term Loan B Credit Agreement.\n\n \n\nThe loans under the 2026 Term Loan B Facility will\nmature on February 1, 2031. The 2026 Term Loan B Facility is guaranteed, subject to customary exceptions, by all of the Company’s\nwholly-owned domestic restricted subsidiaries (such subsidiaries, the “Guarantors”), and are secured by a lien on substantially\nall of the Company’s assets and the assets of the Guarantors, in each case, subject to customary exceptions. The liens securing\nthe 2026 Term Loan B Facility are *pari passu* with the liens securing the Term Loan A Credit Facility and the Company’s existing\nrevolving credit facility.\n\n \n\nThe 2026 Term Loan B Facility is subject to amortization\nof principal, payable in quarterly installments on the last business day of each fiscal quarter, equal to 1% of the original principal\namount of the term loans under the 2026 Term Loan B Facility per annum, which amortization amounts are reduced by prepayments of term\nloans.\n\n \n\nThe 2026 Term Loan B Facility bears interest at\na rate per annum equal to, at the Company’s option, either ABR or Term SOFR plus (i) in the case of ABR Loans, 0.50%\nor, (ii) in the case of Term SOFR Loans, 1.50%, which, in each case of clauses (i) and (ii), after November 29, 2026, shall\nbe reduced by 0.125% upon the achievement of a Consolidated First Lien Net Leverage Ratio (as defined in the Amended Term Loan B Credit\nAgreement) of less than or equal to 1.21 to 1.00.\n\n \n\nThe Amended Term Loan B Credit Agreement contains\ncustomary mandatory prepayment requirements, representations and warranties, events of default, reporting and other affirmative covenants\nand negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset\nsales, in each case subject to a number of important exceptions and qualifications. Failure to comply with these covenants and restrictions\ncould result in an event of default under the Amended Term Loan B Credit Agreement. In such an event, all amounts outstanding under the\nAmended Term Loan B Credit Agreement, together with any accrued interest, could then be declared immediately due and payable.\n\n \n\nThe foregoing description of the Amendment does\nnot purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, a copy of which\nis filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.\n\n \n\n*Term Loan A Credit Agreement*\n\n \n\nOn the Closing Date, the Company entered into a\nSenior Secured Term Loan A Credit Agreement, by and among the Company, certain of its subsidiaries, as guarantors, the lenders party thereto\nfrom time to time and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders (the “Term\nLoan A Credit Agreement”).\n\n \n\n \n\n \n\n \n\nThe Term Loan A Credit Agreement provides for,\namong other things, a senior secured term loan A facility in an initial aggregate amount of $500 million (the “Term Loan A Credit\nFacility”), which term loans (the “Term A Loans”) will be drawn in full by the Company on the Closing Date.\nThe proceeds of the Term A Loans under the Term Loan A Credit Facility shall be used to repay in part the outstanding loans under the\nExisting Term Loan B Credit Agreement and to pay any transaction costs related to the Amendment and the Term Loan A Credit Agreement.\nCapitalized terms used in this section of Item 1.01 but not previously defined herein have the meaning ascribed to such terms in the Term\nLoan A Credit Agreement.\n\n \n\nThe maturity date of the Term Loan A Credit Facility\nis May 29, 2029; which maturity date may spring to the date that is 91 days prior to the maturity date of the Company’s 6.250%\nSenior Secured Notes due 2028 issued on May 24, 2023 in an initial aggregate principal amount of $830 million (the “2028\nNotes”) unless (x) the aggregate principal amount of 2028 Notes outstanding on such date is less than or equal to $350\nmillion or (y) Liquidity (as defined in the Term Loan A Credit Agreement) on such date is greater than or equal to the aggregate\nprincipal amount of 2028 Notes outstanding on such date. The Term Loan A Credit Facility is guaranteed, subject to customary exceptions,\nby all of the Guarantors, and is secured by a lien on substantially all of the Company’s assets and the assets of the Guarantors,\nin each case, subject to customary exceptions. The liens securing the Term Loan A Credit Facility are *pari passu* with the liens\nsecuring the 2026 Term Loan B Facility and the Company’s existing revolving credit facility. Upon the occurrence of a Fall-Away\nEvent (as defined below), each of the Guarantors shall be automatically released from its guarantee of the Term Loan A Credit Facility\nand all liens securing the Term Loan A Credit Facility will be released.\n\n \n\nThe Term Loan A Credit Facility is subject to amortization\nof principal, payable in quarterly installments on the last business day of each fiscal quarter, commencing with the first fiscal quarter\nending after the date that is two years after the Closing Date, equal to 5% of the original principal amount of the term loans under the\nTerm Loan A Credit Facility per annum, which amortization amounts are reduced by prepayments of term loans.\n\n \n\nThe Term A Loans bear interest at a rate per annum\nequal to, at the Company’s option, either Term SOFR or the Base Rate plus (i) in the case of ABR Loans, 0.25% or, (ii) in\nthe case of Term SOFR Loans, 1.25%, which, in each case of clauses (i) and (ii), on or after September 30, 2026, shall be reduced\nby 0.125% upon the achievement of a Consolidated Total Net Leverage Ratio (as defined in the Term Loan A Credit Agreement) of less than\nor equal to 2.00 to 1.00.\n\n \n\nThe Term Loan A Credit Agreement contains customary\nrepresentations and warranties, events of default, reporting and other affirmative covenants and negative covenants, including limitations\non indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, in each case subject to a number of important\nexceptions and qualifications. Certain covenants under the Term Loan A Credit Agreement and the other Loan Documents will also terminate\nor be amended, on the terms set forth in the Term Loan A Credit Agreement, upon, among other things, the Company’s achievement of\ninvestment grade ratings from at least two rating agencies (a “Fall-Away Event”). In addition, the Term Loan A Credit\nAgreement requires the Company to maintain, (i) (x) prior to the occurrence of a Fall-Away Event, a Consolidated Secured Net\nLeverage Ratio (as defined in the Term Loan A Credit Agreement) of not greater than 3.00 to 1.00 (which may step up to 3.50 to 1.00 for\nfour fiscal quarters in the event of the consummation of certain material acquisitions) or (y) after the occurrence of a Fall-Away\nEvent, a Consolidated Total Net Leverage Ratio of 4.00 to 1.00 and (ii) an Interest Coverage Ratio of not less than 2.00 to 1.00.\nFailure to comply with the applicable covenants and restrictions could result in an event of default under the Term Loan A Credit Agreement.\nIn such an event, amounts outstanding under the Term Loan A Credit Agreement, together with any accrued interest, could then be declared\nimmediately due and payable.\n\n \n\nThe foregoing description of the Term Loan A Credit\nAgreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Term Loan\nA Credit Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated into this Item 1.01 by reference."}