XPO (XPO) COO David Bates awarded 2,440 RSUs vesting 2027-2029

Rhea-AI Filing Summary

Bates David J. reported acquisition or exercise transactions in this Form 4 filing.

XPO, Inc. reported that Chief Operating Officer David J. Bates received a grant of 2,440 Restricted Stock Units on March 2, 2026. Each RSU represents a contingent right to one share of common stock or an equivalent cash payment. The RSUs vest in three equal annual installments on March 15, 2027, March 15, 2028, and March 15, 2029, generally conditioned on his continued employment.

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^*

Bates David J.

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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)	03/02/2026		A		2,440		(2)	(2)	Common Stock	2,440	$0	2,440	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 vest in three equal annual installments on March 15, 2027, March 15, 2028 and March 15, 2029, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	03/03/2026
	** 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 David J. Bates?

XPO reported that Chief Operating Officer David J. Bates received a grant of 2,440 Restricted Stock Units on March 2, 2026. These units are a form of equity compensation that may convert into XPO common shares or an equivalent cash amount at future vesting dates.

How many Restricted Stock Units did XPO’s COO receive in this Form 4?

David J. Bates received 2,440 Restricted Stock Units as reported. This entire amount was acquired in a single award, leaving him with 2,440 derivative securities following the transaction, representing a new equity-based incentive aligned with XPO’s common stock performance over time.

What is the vesting schedule for David Bates’s 2,440 XPO RSUs?

The 2,440 Restricted Stock Units vest in three equal annual installments on March 15, 2027, March 15, 2028, and March 15, 2029. Vesting generally requires David Bates to remain employed by XPO through each respective vesting date to receive the underlying value.

What does each XPO Restricted Stock Unit granted to David Bates represent?

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. Settlement form—stock or cash—is determined upon vesting and settlement, according to the plan’s terms.

Is David J. Bates’s ownership of these XPO RSUs direct or indirect?

The Form 4 classifies David J. Bates’s ownership of the 2,440 Restricted Stock Units as direct. There is no indication that the award is held through a trust, LLC, or other related entity, so the equity-based compensation is attributed directly to him as the reporting person.

Did David Bates pay cash for the 2,440 XPO Restricted Stock Units?

The transaction shows a per-unit price of $0.0000, indicating the 2,440 Restricted Stock Units were granted as compensation rather than purchased on the open market. This aligns with typical equity awards provided to senior executives under company incentive plans.