XPO (NYSE: XPO) CAO RSUs vest, 2,736 shares withheld for taxes

Rhea-AI Filing Summary

XPO, Inc. Chief Accounting Officer Christopher Michael Brown received a grant of 5,904 restricted stock units that vested after performance goals were certified on March 10, 2026. These RSUs were converted into 5,904 shares of common stock, of which 2,736 shares were withheld at $194.68 per share to cover tax obligations, leaving Brown with 34,627 common shares held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brown Christopher Michael

(Last) (First) (Middle)

C/O XPO, INC.

FIVE AMERICAN LANE

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XPO, Inc. [ XPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/10/2026		M		5,904	A	$0	37,363	D
Common Stock	03/10/2026		F		2,736	D	$194.68	34,627	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	03/10/2026		A		5,904		(2)	(2)	Common Stock	5,904	$0	5,904	D
Restricted Stock Unit	(1)	03/10/2026		M			5,904	(2)	(2)	Common Stock	5,904	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock.

2. On March 6, 2023, the Reporting Person was granted unvested RSUs, subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On March 10, 2026, the Compensation and Human Capital Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such RSUs had been satisfied, resulting in the vesting of 100% such RSUs effective March 6, 2026.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did XPO (XPO) report for Christopher Michael Brown?

XPO reported that Chief Accounting Officer Christopher Michael Brown had 5,904 performance-based restricted stock units vest and convert into common shares. A portion of these shares was withheld to satisfy tax obligations associated with the vesting event.

How many XPO shares did Christopher Michael Brown acquire in this Form 4 filing?

Christopher Michael Brown acquired 5,904 shares of XPO common stock through the vesting and conversion of restricted stock units. These units were originally granted subject to performance criteria and continued employment, which were certified and satisfied before the shares were delivered.

How many XPO shares were withheld for taxes in Brown’s March 2026 transaction?

In the March 10, 2026 transaction, 2,736 shares of XPO common stock were withheld at a price of $194.68 per share. This withholding was used to cover tax liabilities arising from the vesting and settlement of restricted stock units.

What are the performance conditions tied to Brown’s XPO restricted stock units?

The restricted stock units granted to Christopher Michael Brown on March 6, 2023 were subject to predetermined performance criteria and his continued employment. On March 10, 2026, the board’s Compensation and Human Capital Committee certified that these performance conditions were fully satisfied, triggering vesting.

How many XPO common shares does Christopher Michael Brown hold after this Form 4?

Following the March 10, 2026 transactions, Christopher Michael Brown holds 34,627 shares of XPO common stock directly. This figure reflects the conversion of vested restricted stock units and the share withholding to satisfy related tax obligations reported in the filing.

Was the tax-related share withholding in XPO’s Form 4 an open-market sale?

No, the 2,736 shares withheld at $194.68 per share were reported with transaction code F, indicating a tax-withholding disposition. This represents shares delivered to cover tax liabilities, not an open-market sale initiated for discretionary portfolio reasons.