XPO (XPO) CFO boosts holdings as RSUs vest and shares withheld for taxes

Rhea-AI Filing Summary

XPO, Inc. Chief Financial Officer Kyle Wismans reported routine equity compensation activity involving restricted stock units. On March 15, 2026, RSUs covering 9,783 shares of Common Stock were exercised/settled, converting into an equivalent number of common shares at no cash exercise price.

To satisfy tax obligations, 4,996 common shares were automatically withheld at a reference price of $181.71 per share, rather than sold in the open market. After these transactions, Wismans directly holds 49,466 shares of XPO common stock, reflecting a net increase in his equity position from RSU vesting.

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

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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^*

Wismans Kyle

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		9,783	A	$0	54,462	D
Common Stock	03/15/2026		F		4,996	D	$181.71	49,466	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)	03/15/2026		M			2,988	(2)	(2)	Common Stock	2,988	$0	0	D
Restricted Stock Unit	(1)	03/15/2026		M			3,869	(3)	(3)	Common Stock	3,869	$0	3,870	D
Restricted Stock Unit	(1)	03/15/2026		M			2,926	(4)	(4)	Common Stock	2,926	$0	5,853	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. These RSUs vested in full on March 15, 2026.

3. These RSUs vest in two equal annual installments on March 15, 2026 and March 15, 2027, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

4. These RSUs vest in three equal annual installments on March 15, 2026, March 15, 2027 and March 15, 2028, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	03/17/2026
	** 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).
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FAQ

What insider transaction did XPO (XPO) disclose for CFO Kyle Wismans?

XPO disclosed that CFO Kyle Wismans settled restricted stock units into 9,783 shares of common stock on March 15, 2026. These transactions reflect equity compensation vesting rather than open-market buying or selling activity.

How many XPO shares were withheld for taxes in the latest Form 4?

The filing shows 4,996 shares of XPO common stock were withheld to cover tax liabilities at $181.71 per share. This tax-withholding disposition is coded "F" and is not an open-market sale by the CFO.

How many XPO shares does CFO Kyle Wismans own after these transactions?

Following the RSU settlements and tax withholding, CFO Kyle Wismans directly owns 49,466 shares of XPO common stock. This reflects a net increase in his holdings as a result of equity compensation vesting on March 15, 2026.

What type of securities were involved in the XPO CFO’s Form 4 filing?

The filing involves Restricted Stock Units (RSUs) that convert into XPO common stock upon vesting. On March 15, 2026, RSUs representing 9,783 shares of common stock vested and were settled into actual shares for the CFO.

Were the XPO CFO’s reported transactions open-market stock purchases or sales?

No, the transactions were RSU vesting and tax withholding, not open-market trades. Shares were acquired through equity compensation settlement, and a portion was withheld at $181.71 per share to satisfy tax obligations.