Cautionary Statement Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q and other written reports and oral statements we make from time to time contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual future results, levels of activity, performance or achievements to be materially different from our expected future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include those discussed below and the risks discussed in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements set forth in this Quarterly Report on Form 10-Q are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The following discussion should be read in conjunction with the Company’s unaudited Condensed Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and with the audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Forward-looking statements set forth in this Quarterly Report on Form 10-Q speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law. Executive Summary XPO, Inc., together with its subsidiaries (“XPO,” “we” or the “Company”), is a leading provider of freight transportation services, with company-specific avenues for value creation. We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe. As of June 30, 2026, we had approximately 38,000 employees serving approximately 55,000 customers through 586 owned and leased locations in 17 countries. Our company has two reportable segments: North American Less-Than-Truckload (“LTL”), the largest component of our business, and European Transportation. Our North American LTL segment includes the results of our trailer manufacturing operation. Within the tables presented, certain amounts may not add due to the use of rounded numbers. Unless otherwise indicated, percentages presented are calculated from the underlying numbers in millions. North American LTL Segment LTL in North America is a bedrock industry providing a critical service to the economy, with secular growth drivers, a favorable pricing environment and an established competitive landscape. XPO operates one of the largest LTL networks in North America, with approximately 9% share of the U.S. market, estimated to be $52 billion in 2025. 20 Table of Contents Our network serves approximately 38,000 shippers with critical geographic density and day-definite domestic services to approximately 99% of U.S. ZIP codes, as well as cross-border services to Mexico, Canada and the Caribbean. We operate the business to high service standards for on-time delivery and damage-free transport, while balancing our network to leverage our fixed costs. In 2025, we developed new linehaul models that use artificial intelligence (AI) to improve the efficiency of our freight flows, piloted routing innovations for pickup-and-delivery operations and continued to improve productivity with real-time labor analytics at the service center level. Our proprietary developments in intelligent automation and AI-enabled decision-making are directly enhancing profitability. Our LTL business historically has generated a high return on invested capital and robust free cash flow, funding our ongoing investments in people, capacity and technology. For example, since implementing our growth plan in the fourth quarter of 2021, we have added more than 2,000 net new doors to our network, expanding our presence in high-growth markets while improving our operating ratio. We have created a strategic growth opportunity by building more than 30% excess door capacity into our network. Additionally, we invest in advancing a host of XPO-specific initiatives that are largely independent of the macroeconomic environment. Our trailer manufacturing facility and commercial truck driver schools are self-reliant competitive advantages for our company, particularly when industry conditions make it difficult to source equipment or drivers. This positions us to capture profitable market share gains and drive higher incremental margins as market conditions improve. LTL industry capacity is currently constrained below pre-pandemic levels in North America, and we believe that our combination of capacity and technology puts us in a unique position to respond quickly to rebounds in demand as the freight recession eases. We expect our proprietary, AI-driven capabilities to become increasingly essential to how we operate, compete and create value in all these areas. For more information, see “Technology” below. European Transportation Segment XPO has a unique pan-European transportation platform with leading positions in key geographies and deep expertise in consumer, trade and industrial markets. We are the #1 full truckload broker and the #1 pallet network (LTL) provider in France; the #1 full truckload broker and the #1 LTL provider in Iberia (Spain and Portugal); and, in the U.K., we are a market leader in warehousing, a top-tier dedicated truckload provider and have the largest single-owner LTL network. Our extensive customer base includes many sector leaders that have long-tenured relationships with us. Our full range of freight services in Europe encompasses dedicated truckload, LTL, full truckload brokerage, warehousing, managed transportation, last mile delivery, freight forwarding and, increasingly, multimodal solutions designed for specific customer needs. We use our proprietary technology to manage these services efficiently within our digital ecosystem in Europe. The previously announced authorization by our Board of Directors to divest the European business remains in effect. There can be no assurance that the divestiture will occur, or of the terms or timing of a transaction. Technology One of the ways in which we deliver superior service to our customers is by empowering our employees with technology. Our industry is evolving, and customers want to de-risk their supply chains by forming relationships with reliable service providers that have invested in innovation. We have built a highly scalable ecosystem on the cloud that deploys our software consistently across our operating footprint. In our North American LTL business, the caliber of our technology is mission-critical to our success; it optimizes pricing, linehaul, pickup-and-delivery and dock operations — the main components of the service we provide. We have been investing in proprietary AI technology and are implementing these initiatives across a number of high-impact applications where intelligent automation and better decision making are directly enhancing profitability. We see AI playing a major role in how we operate, price our services, compete, and create value over the long term. 21 Table of Contents An LTL network of our scale has hundreds of thousands of activities underway at any given time, all managed on our technology. For the trailing 12 months ended June 30, 2026, we moved approximately 16 billion pounds of freight 784 million miles, including moving linehaul freight an average of 2.5 million miles a day. With intelligent route-building, we can reduce empty miles in our linehaul network and improve load factor. Our proprietary optimization models analyze massive amounts of data including volume, capacity, and dimensions and generate instructions to maximize trailer utilization, reduce cost, and enhance service. We use our real-time visualization tools to drive efficiencies with pickups and deliveries and a robust pricing platform for contractual account management. Consolidated Summary Financial Table Three Months Ended June 30, Percent of Revenue Change Six Months Ended June 30, Percent of Revenue Change (Dollars in millions) 2026 2025 2026 2025 2026 vs. 2025 2026 2025 2026 2025 2026 vs. 2025 Revenue $ 2,355 $ 2,080 100.0 % 100.0 % 13.2 % $ 4,451 $ 4,034 100.0 % 100.0 % 10.3 % Salaries, wages and employee benefits 929 871 39.4 % 41.9 % 6.7 % 1,809 1,703 40.6 % 42.2 % 6.2 % Purchased transportation 464 426 19.7 % 20.5 % 8.9 % 887 826 19.9 % 20.5 % 7.4 % Fuel, operating expenses and supplies 476 384 20.2 % 18.5 % 24.0 % 899 777 20.2 % 19.3 % 15.7 % Operating taxes and licenses 22 21 0.9 % 1.0 % 4.8 % 43 40 1.0 % 1.0 % 7.5 % Insurance and claims 40 40 1.7 % 1.9 % — % 75 75 1.7 % 1.9 % — % Gains on sales of property and equipment (7) (1) (0.3) % — % 600.0 % (8) (3) (0.2) % (0.1) % 166.7 % Depreciation and amortization expense 134 131 5.7 % 6.3 % 2.3 % 265 254 5.9 % 6.3 % 4.3 % Pre-Con-way acquisition environmental matter 1 — 0.1 % — % NM 1 — — % — % NM Legal matters — (2) — % (0.1) % (100.0) % — (13) — % (0.3) % (100.0) % Transaction and integration costs 2 3 0.1 % 0.1 % (33.3) % 4 6 0.1 % 0.1 % (33.3) % Restructuring costs 22 8 0.9 % 0.4 % 175.0 % 31 20 0.7 % 0.5 % 55.0 % Operating income 271 198 11.5 % 9.5 % 36.9 % 445 349 10.0 % 8.7 % 27.5 % Other income (4) (2) (0.2) % (0.1) % 100.0 % (7) (3) (0.2) % (0.1) % 133.3 % Debt extinguishment loss 5 — 0.2 % — % NM 5 5 0.1 % 0.1 % — % Interest expense 51 56 2.2 % 2.7 % (8.9) % 104 112 2.3 % 2.8 % (7.1) % Income before income tax provision 218 143 9.2 % 6.9 % 52.4 % 342 234 7.7 % 5.8 % 46.2 % Income tax provision 56 37 2.4 % 1.8 % 51.4 % 79 59 1.8 % 1.5 % 33.9 % Net income $ 162 $ 106 6.9 % 5.1 % 52.8 % $ 263 $ 175 5.9 % 4.3 % 50.3 % NM - Not meaningful. Three and Six Months Ended June 30, 2026 Compared with Three and Six Months Ended June 30, 2025 Our consolidated revenue for the second quarter of 2026 increased 13.2% to $2.4 billion, compared with the same quarter in 2025. Our consolidated revenue for the first six months of 2026 increased 10.3% to $4.5 billion, compared with the same period in 2025. Foreign currency movement increased revenue by approximately 1.0 percentage point in the second quarter of 2026 and by approximately 2.6 percentage points in the first six months of 2026. The increase in revenue during the second quarter of 2026 and the first six months of 2026 compared to the same periods in 2025, after taking into effect the impact of foreign currency movements, primarily reflects higher revenue in both our North American LTL and European Transportation segments, further explained below, and includes the impact of higher revenue from fuel surcharges. 22 Table of Contents Salaries, wages and employee benefits includes compensation-related costs for our employees, including salaries, wages, incentive compensation, healthcare-related costs and payroll taxes, and covers drivers and dockworkers, operations and facility workers and employees in support roles and other positions. Salaries, wages and employee benefits for the second quarter of 2026 was $929 million, or 39.4% of revenue, compared with $871 million, or 41.9% of revenue, for the same quarter in 2025. Salaries, wages and employee benefits for the first six months of 2026 was $1.8 billion, or 40.6% of revenue, compared with $1.7 billion, or 42.2% of revenue, for the same period in 2025. The year-over-year increase in both periods primarily reflects wage inflation, higher volumes and higher incentive compensation, partially offset by productivity improvements enabled by our AI-driven optimization tools. As a percentage of revenue, the year-over-year decrease reflects leveraging compensation costs across a larger revenue base. Purchased transportation includes costs of procuring third-party freight transportation. Purchased transportation for the second quarter of 2026 was $464 million, or 19.7% of revenue, compared with $426 million, or 20.5% of revenue, for the same quarter in 2025. Purchased transportation for the first six months of 2026 was $887 million, or 19.9% of revenue, compared with $826 million, or 20.5% of revenue, for the same period in 2025. The year-over-year increase in both periods primarily reflects higher prices for purchased transportation, driven in part by higher fuel prices, partially offset by the insourcing of a greater proportion of linehaul from third-party transportation providers in our North American LTL segment. As a percentage of revenue, the year-over-year decrease reflects proportionally higher revenue growth. Fuel, operating expenses and supplies includes the cost of fuel purchased for use in our vehicles as well as related taxes, maintenance and lease costs for our equipment, including tractors and trailers, costs related to operating our owned and leased facilities, bad debt expense, third-party professional fees, information technology expenses and supplies expense. Fuel, operating expenses and supplies for the second quarter of 2026 was $476 million, or 20.2% of revenue, compared with $384 million, or 18.5% of revenue, for the same quarter in 2025. Fuel, operating expenses and supplies for the first six months of 2026 was $899 million, or 20.2% of revenue, compared with $777 million, or 19.3% of revenue, for the same period in 2025. As a percentage of revenue, the year-over-year increase in both periods primarily reflects higher fuel costs. Operating taxes and licenses includes tax expenses related to our vehicles and our owned and leased facilities as well as license expenses to operate our vehicles. Operating taxes and licenses for the second quarter of 2026 was $22 million, compared with $21 million for the same period in 2025. Operating taxes and licenses for the first six months of 2026 was $43 million, compared with $40 million for the same period in 2025. Insurance and claims includes costs related to vehicular and cargo claims for both purchased insurance and self-insurance programs. Insurance and claims for the second quarter of 2026 was $40 million, compared with $40 million for the same quarter in 2025. Insurance and claims for the first six months of 2026 was $75 million, compared with $75 million for the same period in 2025. Gains on sales of property and equipment for the second quarter of 2026 was $7 million, compared with $1 million for the same quarter in 2025. Gains on sales of property and equipment for the first six months of 2026 was $8 million, compared with $3 million for the same period in 2025. The year-over-year increase was due to the timing of gains on real estate transactions in our North American LTL segment. Depreciation and amortization expense for the second quarter of 2026 was $134 million, compared with $131 million for the same quarter in 2025. Depreciation and amortization expense for the first six months of 2026 was $265 million, compared with $254 million for the same period in 2025. The year-over-year increase primarily reflects the impact of capital investments in property, tractors and trailers in our North American LTL segment. Legal matters for the second quarter of 2025 and the first six months of 2025 was a gain of $2 million and $13 million, respectively, which reflects the settlement of claims against certain truck manufacturers related to purchases by our European Transportation segment covering periods prior to our acquisition of Norbert Dentressangle SA in 2015. There was no comparable gain or loss in the first six months of 2026. Transaction and integration costs for the second quarter of 2026 were $2 million, compared with $3 million for the same quarter in 2025. Transaction and integration costs for the first six months of 2026 were $4 million, compared with $6 million for the same period in 2025. 23 Table of Contents Restructuring costs for the second quarter of 2026 were $22 million, compared with $8 million for the same quarter in 2025. Restructuring costs for the first six months of 2026 were $31 million, compared with $20 million for the same period in 2025. Restructuring costs in both periods primarily related to restructuring actions in our European Transportation segment. We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. For more information, see Note 4—Restructuring Charges to our Condensed Consolidated Financial Statements. Other income for the second quarter of 2026 was $4 million, compared with $2 million for the same quarter in 2025. Other income for the first six months of 2026 was $7 million, compared with $3 million for the same period in 2025. The year-over-year increase in both periods primarily reflects an increase in net periodic pension income. Debt extinguishment loss for the second quarter of 2026 was $5 million, compared with $0 million for the same period in 2025. Debt extinguishment loss for the first six months of 2026 was $5 million, compared with $5 million for the same period in 2025. Debt extinguishment loss in both years primarily related to refinancings of our term loan facility. Interest expense decreased to $51 million for the second quarter of 2026, compared with $56 million for the same quarter in 2025. Interest expense decreased to $104 million for the first six months of 2026, compared with $112 million for the same period in 2025. The year-over-year decrease is primarily due to the repayment of debt as well as lower interest rates on our variable rate debt. Our effective income tax rates were 25.8% and 25.9% for the second quarters of 2026 and 2025, respectively, and 23.1% and 25.3% for the first six months of 2026 and 2025, respectively. The effective income tax rates for the second quarter and six-month periods of 2026 and 2025 were based on forecasted full-year effective income tax rates, adjusted for discrete items that occurred within the periods presented. The effective tax rate for the second quarter of 2026 was consistent with the second quarter of 2025, remaining essentially flat year over year. The primary items impacting the effective tax rate for the second quarter of 2026 were losses for which no tax benefit can be recognized and forecasted non-deductible executive compensation. The decrease in our effective income tax rate for the first six months of 2026 compared to the same period in 2025 was primarily driven by an increase in a discrete tax benefit from stock-based compensation and a change in estimate related to the discrete benefit associated with a legal entity reorganization in our European Transportation business that occurred in 2024, partially offset by losses for which no tax benefit can be recognized. The primary items impacting the effective tax rate for the first six months of 2026 were losses for which no tax benefit can be recognized and forecasted non-deductible executive compensation partially offset by a discrete tax benefit from stock-based compensation. The remaining cash refund we expect to receive in connection with the legal entity reorganization in our European Transportation business is $6 million. This amount is expected to be received in 2026 or 2027. Segment Financial Results Our chief operating decision maker (“CODM”) regularly reviews financial information at the operating segment level to allocate resources to the segments and to assess their performance. For our North American LTL and European Transportation segments, our CODM evaluates segment profit (loss) based on adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), which we define as income before debt extinguishment loss, interest expense, income tax provision, depreciation and amortization expense, legal matters, transaction and integration costs, restructuring costs and other adjustments. Segment adjusted EBITDA includes an allocation of corporate costs. See Note 2—Segment Reporting to our Condensed Consolidated Financial Statements for further information and a reconciliation of adjusted EBITDA to consolidated net income. 24 Table of Contents North American Less-Than-Truckload Segment Three Months Ended June 30, Percent of Revenue Change Six Months Ended June 30, Percent of Revenue Change (Dollars in millions) 2026 2025 2026 2025 2026 vs. 2025 2026 2025 2026 2025 2026 vs. 2025 Revenue $ 1,428 $ 1,240 100.0 % 100.0 % 15.2 % $ 2,657 $ 2,412 100.0 % 100.0 % 10.2 % Adjusted EBITDA (1) 390 300 27.3 % 24.2 % 30.0 % 680 550 25.6 % 22.8 % 23.6 % Depreciation and amortization 100 96 7.0 % 7.7 % 4.2 % 197 185 7.4 % 7.7 % 6.5 % (1) Percent of Revenue is calculated using the underlying unrounded amounts. Revenue in our North American LTL segment increased 15.2% to $1.4 billion for the second quarter of 2026, compared with $1.2 billion for the same quarter in 2025. Revenue in our North American LTL segment increased 10.2% to $2.7 billion for the first six months of 2026, compared with $2.4 billion for the same period in 2025. Revenue included fuel surcharge revenue of $314 million and $183 million, respectively, for the second quarters of 2026 and 2025, and $515 million and $361 million, respectively, for the first six months of 2026 and 2025. The increase in fuel surcharge revenue was primarily driven by higher diesel prices. We evaluate the revenue performance of our LTL business using several commonly used metrics, including tonnage (weight per day in pounds) and yield, which is a commonly used measure of LTL pricing trends. We measure yield using gross revenue per hundredweight, excluding fuel surcharges. Impacts on yield can include weight per shipment and length of haul, among other factors, while impacts on tonnage can include shipments per day and weight per shipment. The following table summarizes our key revenue metrics: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Change % 2026 2025 Change % Pounds per day (thousands) 68,463 67,813 1.0 % 66,998 66,625 0.6 % Shipments per day 52,229 50,782 2.8 % 51,041 49,596 2.9 % Average weight per shipment (in pounds) 1,311 1,335 (1.8) % 1,313 1,343 (2.3) % Gross revenue per hundredweight, excluding fuel surcharges $ 26.09 $ 24.99 4.4 % $ 25.91 $ 24.86 4.2 % Percentages presented are calculated using the underlying unrounded amounts. The year-over-year increase in revenue, excluding fuel surcharge revenue, for both the second quarter and first six months of 2026 reflects higher yield, primarily related to our improvements in service quality and the benefit of numerous pricing initiatives, and higher tonnage. The increase in tonnage for both the second quarter and first six months of 2026 reflects higher shipments per day partially offset by lower average weight per shipment. Adjusted EBITDA was $390 million for the second quarter of 2026, compared with $300 million for the same quarter in 2025. Adjusted EBITDA was $680 million for the first six months of 2026, compared with $550 million for the same period in 2025. The increase in adjusted EBITDA reflects higher yield, shipments per day and fuel surcharge revenue, as well as productivity improvements, partially offset by lower average weight per shipment, higher fuel costs and wage inflation. Depreciation and amortization expense increased to $100 million in the second quarter of 2026 compared with $96 million for the same quarter in 2025. Depreciation and amortization expense increased to $197 million in the first six months of 2026 compared with $185 million for the same period in 2025. The year-over-year increase was primarily due to the impact of capital investments in property, tractors and trailers. 25 Table of Contents European Transportation Segment Three Months Ended June 30, Percent of Revenue Change Six Months Ended June 30, Percent of Revenue Change (Dollars in millions) 2026 2025 2026 2025 2026 vs. 2025 2026 2025 2026 2025 2026 vs. 2025 Revenue $ 927 $ 841 100.0 % 100.0 % 10.2 % $ 1,794 $ 1,622 100.0 % 100.0 % 10.6 % Adjusted EBITDA (1) 48 44 5.2 % 5.2 % 9.1 % 81 76 4.5 % 4.7 % 6.6 % Depreciation and amortization 33 34 3.6 % 4.0 % (2.9) % 66 67 3.7 % 4.1 % (1.5) % (1) Percent of Revenue is calculated using the underlying unrounded amounts. Revenue in our European Transportation segment increased 10.2% to $927 million for the second quarter of 2026, compared with $841 million for the same quarter in 2025. Revenue increased 10.6% to $1.8 billion for the first six months of 2026, compared with $1.6 billion for the same period in 2025. Foreign currency movement increased revenue by approximately 2.4 percentage points in the second quarter of 2026 and by approximately 6.4 percentage points in the first six months of 2026. The increase in revenue reflects improved pricing, the impact of foreign currency movements and higher fuel revenue. Adjusted EBITDA was $48 million for the second quarter of 2026, compared with $44 million for the same quarter in 2025. Adjusted EBITDA was $81 million for the first six months of 2026, compared with $76 million for the same period in 2025. The increase in adjusted EBITDA in both the second quarter and the first six months of 2026 primarily reflects higher revenue, partially offset by higher fuel costs, operating lease and facility costs, purchased transportation and salaries, wages and employee benefits. Depreciation and amortization expense decreased to $33 million in the second quarter of 2026, compared with $34 million for the same quarter in 2025. Depreciation and amortization expense decreased to $66 million in the first six months of 2026, compared with $67 million for the same period in 2025. Liquidity and Capital Resources Our cash and cash equivalents balance was $298 million as of June 30, 2026, compared to $310 million as of December 31, 2025. Our principal existing sources of cash are: (i) cash generated from operations; (ii) borrowings available under our Revolving Credit Facility (as defined below); and (iii) proceeds from the issuance of other debt. As of June 30, 2026, we have approximately $600 million available to draw under our Revolving Credit Facility, after considering outstanding letters of credit of less than $1 million. Additionally, we have a $200 million uncommitted secured evergreen letter of credit facility, under which we had issued $131 million in aggregate face amount of letters of credit as of June 30, 2026. In February 2025, we terminated our Second Amended and Restated Revolving Credit Agreement, as amended, and entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”). The Revolving Credit Agreement provides for revolving credit commitments in an aggregate amount of $600 million (the “Revolving Credit Facility”). See Note 6—Debt to our Condensed Consolidated Financial Statements for further information. As of June 30, 2026, total liquidity, comprised of cash and cash equivalents and availability under the Revolving Credit Facility, was approximately $898 million. We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives and capital resources. We believe that our existing liquidity and sources of capital are sufficient to support our operations over the next 12 months and for the foreseeable future thereafter. Trade Receivables Securitization and Factoring Programs In our European Transportation business, we sell certain of our trade accounts receivable under securitization and factoring programs. We use trade receivables securitization and factoring programs to help manage our cash flows and offset the impact of extended payment terms for some of our customers. For more information, see Note 1—Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements. 26 Table of Contents The maximum amount of net cash proceeds available at any one time under our securitization program, inclusive of any unsecured borrowings, is €200 million (approximately $228 million as of June 30, 2026). As of June 30, 2026, the maximum amount available under the program was utilized. Under the securitization program, we service the receivables we sell on behalf of the purchasers. In January 2026, the program was amended to extend the maturity date through March 2029. Term Loan A Facility In May 2026, we entered into a Senior Secured Term Loan A Credit Agreement (the “Term Loan A Credit Agreement”). The agreement provides for a senior secured term loan A facility in an initial aggregate amount of $500 million, maturing on May 29, 2029 (the “Term Loan A Facility”). Proceeds from the Term Loan A Facility were drawn in full on the closing date and, together with the proceeds from the 2026 Term Loan B Facility, defined below, were used to repay borrowings under the existing term loan B credit agreement. The Term Loan A Facility bears interest at a rate per annum equal to, at the Company’s option, either alternate base rate (“ABR”) or Term Secured Overnight Financing Rate (“SOFR”) plus (i) in the case of ABR loans, 0.25% or, (ii) in the case of Term SOFR loans, 1.25%, which, on or after September 30, 2026, shall be reduced by 0.125% upon achievement of a leverage ratio defined in the Term Loan A Credit Agreement. In the third year of the facility, the Term Loan A Facility is subject to amortization of principal, payable in quarterly installments, equal to 5% of the original principal amount per annum, which may be reduced by prepayments. Subject to customary exceptions, the Term Loan A Facility includes customary prepayment requirements, representations and warranties, events of default, reporting and other affirmative and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, and is secured by a lien on substantially all of our assets and the assets of our guarantors. Certain covenants under the Term Loan A Credit Agreement will terminate or be amended, and all guarantees and liens securing the facility will be released, upon the Company’s achievement of investment grade ratings from at least two rating agencies. As of June 30, 2026, we were in compliance with the Term Loan A Facility’s financial covenants. The interest rate on our Term Loan A Facility was approximately 4.87% as of June 30, 2026. Term Loan B Facility In May 2026, we amended our Senior Secured Term Loan Credit Agreement (“Amended Term Loan B Credit Agreement”). Pursuant to the amendment, the lenders provided the Company a new tranche of Term B-4 loans in an initial aggregate principal amount of $385 million, maturing on February 1, 2031 (the “2026 Term Loan B Facility”). The proceeds from the 2026 Term Loan B Facility, together with the proceeds from the Term Loan A Facility, were used to repay $885 million of outstanding principal, representing all outstanding indebtedness under our existing term loan B credit agreement. During the first half of 2026, prior to the refinancing, we used cash on hand to repay $100 million of outstanding principal under the existing term loan B credit agreement. We recorded a debt extinguishment loss of $5 million during the six months ended June 30, 2026, primarily related to the refinancing, and a debt extinguishment loss of $5 million during the six months ended June 30, 2025 related to the refinancing of our term loans in February 2025. The 2026 Term Loan B Facility bears interest at a 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% or, (ii) in the case of Term SOFR loans, 1.50%, which, after November 29, 2026, shall be reduced by 0.125% upon achievement of a leverage ratio defined in the Amended Term Loan B Credit Agreement. The 2026 Term Loan B Facility includes customary prepayment requirements, representations and warranties, events of default, reporting and other affirmative and negative covenants, including limitations on indebtedness, liens, investments, dividends, repayments of junior financings and asset sales, subject to customary exceptions. In July 2026, we used cash on hand to repay $100 million of outstanding principal under the 2026 Term Loan B Facility, which was classified within Short-term borrowings and current maturities of long-term debt as of June 30, 2026. The debt extinguishment loss recorded in connection with the repayment was not material. Including the July repayment, we used cash on hand to repay $200 million of outstanding principal under our term loans on a cumulative basis year to date. 27 Table of Contents The interest rate on our 2026 Term Loan B Facility was approximately 5.12% as of June 30, 2026. Share Repurchases In March 2025, our Board of Directors authorized repurchases of up to $750 million of our common stock. The repurchase authorization permits us to purchase shares in both the open market and in private transactions, with the timing and number of shares dependent on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. We retire common shares that we repurchase upon settlement. The share repurchase program has no expiration date and may be utilized over time, with no obligation to repurchase any specific number of shares. We may suspend or discontinue this program at any time. This plan replaced our previous share repurchase plan, authorized in February 2019. In the second quarter of 2026, we repurchased 341 thousand shares of common stock with an aggregate value of $70 million at an average price of $205.22 per share. In the first six months of 2026, we repurchased 497 thousand shares of common stock with an aggregate value of $100 million at an average price of $201.13 per share. The share repurchases were funded by cash on hand. In the second quarter and first six months of 2025, we repurchased 83 thousand shares of common stock with an aggregate value of $10 million at an average price of $120.41 per share. As of June 30, 2026, our remaining share repurchase authorization was $525 million, reflecting $225 million of cumulative repurchases to date under the program. Loan Covenants and Compliance As of June 30, 2026, we were in compliance with the covenants and other provisions of our debt agreements. Any failure to comply with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations. Sources and Uses of Cash Six Months Ended June 30, (In millions) 2026 2025 Net cash provided by operating activities $ 491 $ 389 Net cash used in investing activities (208) (382) Net cash used in financing activities (300) (74) During the six months ended June 30, 2026, we (i) generated cash from operating activities of $491 million and (ii) received proceeds of $885 million from the issuance of the Term Loan A Facility and the 2026 Term Loan B Facility. We used cash during the period primarily to: (i) repay $985 million of outstanding principal under our existing term loan B credit agreement; (ii) purchase property and equipment of $238 million; (iii) repurchase common stock of $100 million; (iv) make net payments of $88 million related to tax withholding obligations in connection with the vesting of stock compensation awards; and (v) repay $39 million of finance leases and other debt. During the six months ended June 30, 2025, we generated cash from operating activities of $389 million. We used cash during this period primarily to: (i) purchase property and equipment of $395 million; (ii) make net payments of $48 million related to tax withholding obligations in connection with the vesting of stock compensation awards; and (iii) repay $36 million of finance leases and other debt. Cash flows from operating activities for the six months ended June 30, 2026 increased by $102 million, compared with the same period in 2025. The increase primarily reflects higher net income of $88 million in the first six months of 2026, compared with the same period in 2025. Investing activities used $208 million of cash in the six months ended June 30, 2026 and $382 million of cash in the six months ended June 30, 2025. During the six months ended June 30, 2026, we used $238 million to purchase property and equipment, as compared to a $395 million usage of cash in the same period in 2025. The decrease is due to planned reductions in capital expenditures in 2026 compared to 2025. 28 Table of Contents Financing activities used $300 million of cash in the six months ended June 30, 2026 and $74 million of cash in the six months ended June 30, 2025. The primary uses of cash from financing activities during the first six months of 2026 were $985 million to repay outstanding principal under our existing term loan B credit agreement, $100 million to repurchase common stock, $88 million to make net payments for tax withholdings on vested stock compensation awards, primarily during the first quarter of 2026, and $39 million to repay finance leases and other debt. The primary uses of cash from financing activities during the first six months of 2025 were $48 million to make net payments for tax withholdings on vested stock compensation awards, primarily during the first quarter of 2025, and $36 million to repay finance leases and other debt. The primary source of cash from financing activities during the first six months of 2026 was $885 million of proceeds from the issuance of the Term Loan A Facility and the 2026 Term Loan B Facility and $26 million of proceeds from bank overdrafts, compared to $22 million of proceeds from bank overdrafts in the same period of 2025. Except as set forth above under Term Loan A Facility and Term Loan B Facility, there were no material changes to our December 31, 2025 contractual obligations during the six months ended June 30, 2026. We anticipate full year gross capital expenditures to be between $500 million and $600 million in 2026, funded by cash on hand, cash generated from operations and available liquidity. New Accounting Standards Information related to new accounting standards is included in Note 1—Description of Business and Basis of Presentation to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.