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Item 8.01. Other Events.
As previously disclosed, XPO, Inc. (“XPO” or “the Company”) has been engaged in litigation in the matter of Allianz Global Risks US Ins. Co. v. ACE Property & Casualty Ins. Co., et al., Multnomah County Circuit Court (Case No. 1204-04552) since XPO’s acquisition of Con-way in 2015. The litigation was initiated by Allianz in 2012. In early October 2025, the trial to determine the allocation of defense and indemnity costs among the applicable insurance policies took place. While the court has not entered a final judgment, the Company expects to revise its estimate for its share of the liability associated with this matter and recognize a charge of approximately $35 million in the third quarter of 2025.
The matter relates to environmental and product liability claims involving truck and part manufacturing plants of a subsidiary company of Con-way that Con-way sold to a third party in 1981, long before XPO acquired Con-way in 2015. The matter is solely related to a legacy Con-way truck manufacturing business and is unrelated to the Company’s current Less-than-Truckload operations. In connection with the acquisition of Con-way, XPO became responsible for any potential liability related to this matter.
The additional charge the Company expects to recognize in the third quarter of 2025 includes an allocation of defense and indemnity costs already incurred by Allianz as well as an estimate of future allocated defense and indemnity costs. The actual costs incurred in connection with this matter may differ from our estimates.
SIGNATURE
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: October 23, 2025 | XPO, INC. | |
| By: | /s/ Kyle Wismans | |
| Kyle Wismans | ||
| Chief Financial Officer | ||