XPO CLO RSUs Vest; Shares Withheld for Taxes

XPO, Inc. Chief Legal Officer Wendy Cassity reported the vesting and settlement of performance-based restricted stock units.

Rhea-AI Filing Summary

XPO, Inc. Chief Legal Officer Wendy Cassity reported the vesting and settlement of performance-based restricted stock units. On March 10, 2026, 27,037 RSUs tied to Common Stock vested after the board committee certified that predetermined performance criteria had been met, following a grant originally made on March 15, 2023.

The 27,037 RSUs were converted into 27,037 shares of Common Stock, and 12,497 of those shares were withheld at a price of $194.68 per share to cover tax obligations. After these compensation-related transactions, Cassity directly holds 24,411 shares of XPO common stock.

Insider Trade Summary

27,037 shares exercised/converted

Exercise 4 txns

Insider Cassity Wendy

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	27,037	$0.00	$0.00
Exercise	Restricted Stock Unit	27,037	$0.00	$0.00
Exercise	Common Stock	27,037	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	12,497	$194.68	$2.43M

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 24,411 shares (Direct)

Footnotes (2)

1. F1. 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. F2. On March 15, 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did XPO (XPO) report for Wendy Cassity?

XPO reported that Chief Legal Officer Wendy Cassity had 27,037 performance-based RSUs vest and settle into common shares. A portion of the resulting stock was withheld to satisfy tax obligations, and she now directly holds 24,411 XPO common shares after these routine compensation events.

How many XPO (XPO) restricted stock units vested for Wendy Cassity?

A total of 27,037 RSUs tied to XPO common stock vested for Chief Legal Officer Wendy Cassity. These RSUs had been granted on March 15, 2023, subject to predetermined performance criteria and continued employment conditions being satisfied by the company and the executive.

Were any XPO (XPO) shares sold by Wendy Cassity in the open market?

The Form 4 shows no open-market sale by Wendy Cassity. Instead, 12,497 XPO common shares were withheld at $194.68 per share to cover tax liabilities related to the RSU vesting, which is a standard non-market, compensation-related withholding mechanism.

What is Wendy Cassity’s XPO (XPO) shareholding after these transactions?

Following the RSU vesting, conversion, and tax withholding, Wendy Cassity directly holds 24,411 shares of XPO common stock. This balance reflects the net shares remaining after 27,037 RSUs vested and 12,497 shares were withheld to satisfy associated tax obligations.

What performance conditions were tied to Wendy Cassity’s XPO (XPO) RSUs?

The 27,037 RSUs granted on March 15, 2023 were subject to XPO’s predetermined performance criteria and Cassity’s continued employment. On March 10, 2026, the board’s Compensation and Human Capital Committee certified that these performance criteria were satisfied, triggering 100% vesting effective March 6, 2026.

What does the tax withholding transaction mean for XPO (XPO) investors?

The F-code transaction reflects 12,497 XPO shares withheld at $194.68 each to pay taxes on vested RSUs. This is a common, non-open-market mechanism for settling tax liabilities on equity compensation and does not represent a discretionary sale into the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/12/2026 - 05:02 PM Learn about SEC filing dates

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^*

Cassity Wendy

(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 Legal 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		27,037	A	$0	36,908	D
Common Stock	03/10/2026		F		12,497	D	$194.68	24,411	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		27,037		(2)	(2)	Common Stock	27,037	$0	27,037	D
Restricted Stock Unit	(1)	03/10/2026		M			27,037	(2)	(2)	Common Stock	27,037	$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 15, 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	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.