XPO (XPO) director discloses RSU vesting into shares and 2027 RSU award

Rhea-AI Filing Summary

XPO, Inc. director reports routine equity compensation activity. On 01/02/2026, the reporting person acquired 1,374 shares of XPO common stock at $138.79 per share through the settlement of previously granted restricted stock units (RSUs). After this transaction, the director beneficially owned 7,249 shares of XPO common stock held directly.

The same day, the director received a new grant of 1,357 RSUs. These RSUs give the right to receive either one share of XPO common stock or a cash amount equal to its fair market value upon settlement. The new 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

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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^*

Landry Allison

(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	7,249	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).
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FAQ

What insider transaction did the XPO (XPO) director report on this Form 4?

The director reported that on 01/02/2026 previously granted restricted stock units converted into 1,374 shares of XPO common stock at a value of $138.79 per share, increasing the directly held position to 7,249 shares.

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

The director received a new grant of 1,357 restricted stock units (RSUs) on 01/02/2026. Each RSU represents the 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.

When will the newly granted RSUs to the XPO director vest?

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

What happened to the previously outstanding RSUs reported by the XPO director?

The previously outstanding RSUs reported were 1,374 units that vested in full on January 2, 2026. Following this vesting and settlement into common stock, the remaining number of those RSUs was 0.

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

After the vesting and settlement of 1,374 RSUs into common stock on 01/02/2026, the director beneficially owned 7,249 shares of XPO common stock directly.

What does each RSU reported by the XPO director represent?

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