XPO (XPO) CFO settles 3,972 RSUs and withholds 2,056 shares for taxes

Rhea-AI Filing Summary

XPO, Inc. Chief Financial Officer Kyle Wismans reported equity award activity involving Restricted Stock Units and common shares. On February 15, 2026, 3,972 Restricted Stock Units were converted into 3,972 shares of XPO common stock at an exercise price of $0 per share, reflecting the settlement of previously granted RSUs.

On the same date, 2,056 common shares were disposed of under transaction code "F" at $195.33 per share, indicating shares were withheld to cover tax obligations related to the equity award. After these transactions, Wismans directly owned 37,454 shares of XPO common stock.

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)
02/15/2026

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	02/15/2026		M		3,972	A	$0	39,510	D
Common Stock	02/15/2026		F		2,056	D	$195.33	37,454	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)	02/15/2026		M			3,972	(2)	(2)	Common Stock	3,972	$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. These RSUs vested in full on February 15, 2026.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	02/17/2026
	** 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).
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FAQ

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

XPO reported that CFO Kyle Wismans converted 3,972 Restricted Stock Units into common shares. These equity awards settled at an exercise price of $0 per share, reflecting vesting and settlement of prior grants rather than an open-market stock purchase.

How many XPO (XPO) shares were involved in the RSU conversion?

The RSU conversion involved 3,972 XPO common shares. Each Restricted Stock Unit represented a contingent right to one share or cash equal to its fair market value, and these RSUs fully vested and were settled on February 15, 2026.

Why were 2,056 XPO (XPO) shares disposed of in this Form 4?

The 2,056 XPO shares were disposed of under transaction code "F" at $195.33 per share. This code indicates a tax-withholding disposition, where shares are surrendered to satisfy tax liabilities tied to the RSU vesting event.

What is CFO Kyle Wismans’ XPO (XPO) share ownership after the transactions?

Following the reported transactions, CFO Kyle Wismans directly owned 37,454 shares of XPO common stock. This figure reflects the RSU conversion into shares and the shares disposed of to cover associated tax obligations on February 15, 2026.

What do the Restricted Stock Units reported by XPO (XPO) represent?

The Restricted Stock Units represent a right to receive either one XPO common share or cash equal to its fair market value upon settlement. In this case, 3,972 RSUs vested in full and were settled on February 15, 2026 as common shares.

Did the XPO (XPO) CFO make an open-market stock purchase or sale?

No open-market trade is shown. The Form 4 reports an RSU conversion into 3,972 common shares at $0 and a tax-withholding disposition of 2,056 shares, typical of equity award vesting rather than discretionary market buying or selling.