On December 13, 2023, XPO, Inc. completed the private placement of $585 million aggregate principal amount of 7.125% senior notes due 2032. 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.

The Notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and, outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The offering of the Notes has not been registered under the Securities Act or any state securities laws and the Notes may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws. The Notes will bear interest at a rate of 7.125% per annum, payable semiannually in cash in arrears on February 1 and August 1 of each year, commencing August 1, 2024.

The Notes were issued at par. The Notes will mature on February 1, 2032. The Notes will be guaranteed by each of XPO?s direct and indirect wholly owned restricted subsidiaries (other than certain excluded subsidiaries) that guarantees or is or becomes a borrower under XPO?s existing secured revolving credit facility, the Term Loan Credit Agreement (as defined below) or XPO?s bilateral letter of credit facility (or certain replacements thereof) or that guarantees certain capital markets indebtedness of XPO or any guarantor of the Notes.

The Notes and the guarantees thereof will be unsecured, unsubordinated indebtedness of XPO and the guarantors. The Indenture contains certain customary covenants and events of default (subject in certain cases to customary grace and cure periods). The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1, and is incorporated into this Item 1.01 by reference.

Term Loan Credit Agreement: 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?, and collectively with the issuance of the Notes, the ? Financing Transactions?). The Incremental Term Loans are a new tranche of loans under the Term Loan Credit Agreement, having substantially similar terms as the existing term loans thereunder, except with respect to maturity date, issue price, prepayment premiums in connection with certain voluntary prepayments and certain other provisions.

The Incremental 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 (subject to a 0.00% floor), in each case, plus an applicable margin of 2.00% for Term SOFR loans or 1.00% for base rate loans. The Incremental Term Loans were issued at par. The Incremental Term Loans will mature on February 1, 2031.