XPO (NYSE: XPO) director converts RSUs and gets new 1,357-unit award

Rhea-AI Filing Summary

XPO, Inc. reported equity activity by one of its directors. On 01/02/2026, the director converted 1,374 restricted stock units (RSUs) into the same number of XPO common shares at a reported price of $138.79 per share, bringing the director’s directly owned common stock to 13,974 shares.

On the same date, the director received a new grant of 1,357 RSUs, which represents the right to receive either one share of common stock or a cash payment equal to the share’s fair market value upon settlement. These 1,357 RSUs are scheduled to vest in full on January 4, 2027, subject to the director’s continued service on XPO’s board.

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

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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^*

Taylor Johnny Clayton Jr.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		M		1,374	A	$138.79	13,974	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 Units	(1)	01/02/2026		M			1,374	(2)	(2)	Common Stock	1,374	$0	0	D
Restricted Stock Unit	(1)	01/02/2026		A		1,357		(3)	(3)	Common Stock	1,357	$0	1,357	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. The RSUs vested in full on January 2, 2026.

3. The RSUs shall vest in full on January 4, 2027, subject to the Reporting Person's continued service as a director of the Issuer.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	01/05/2026
	** 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) disclose for January 2, 2026?

An XPO, Inc. director converted 1,374 restricted stock units into 1,374 shares of common stock on 01/02/2026 and reported owning 13,974 shares directly after the transaction.

What new equity award did the XPO (XPO) director receive?

The director received a grant of 1,357 restricted stock units (RSUs) on 01/02/2026. Each RSU represents a right to receive one share of common stock or a cash payment equal to its fair market value upon settlement.

When do the newly granted XPO (XPO) RSUs vest?

The 1,357 newly granted RSUs are scheduled to vest in full on January 4, 2027, subject to the director’s continued service as a director of XPO, Inc.

What happened to the previously outstanding RSUs for the XPO (XPO) director?

RSUs underlying 1,374 shares of XPO common stock vested in full on January 2, 2026 and were settled into common shares, leaving zero derivative securities from that grant outstanding.

How many XPO (XPO) common shares does the director own after these transactions?

Following the reported transactions on 01/02/2026, the director directly owns 13,974 shares of XPO, Inc. common stock and holds 1,357 RSUs that remain unvested.

How are XPO (XPO) restricted stock units settled for this director?

Each restricted stock unit represents a contingent right to receive either one share of XPO common stock or a cash payment equal to the fair market value of one share upon settlement.