XPO (NYSE: XPO) CLO exercises RSUs; 5,192 shares withheld for tax

Rhea-AI Filing Summary

XPO, Inc. Chief Legal Officer Wendy Cassity reported compensation-related stock activity. On March 15, 2026, she exercised restricted stock units, converting them into 10,734 shares of Common Stock. These RSUs represent rights to receive either one share or an equivalent cash amount upon settlement.

To cover tax obligations, 5,192 Common Stock shares were withheld at a reported price of $181.71 per share, a non-market disposition classified as tax withholding. After these transactions, Cassity directly owned 29,953 Common Stock shares.

Footnotes indicate one RSU grant vested in full on March 15, 2026, while other grants vest in two or three equal annual installments on March 15, 2026, 2027 and 2028, generally conditioned on continued employment with XPO.

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^*

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)
03/15/2026

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		10,734	A	$0	35,145	D
Common Stock	03/15/2026		F		5,192	D	$181.71	29,953	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			8,791	(2)	(2)	Common Stock	8,791	$0	0	D
Restricted Stock Unit	(1)	03/15/2026		M			968	(3)	(3)	Common Stock	968	$0	967	D
Restricted Stock Unit	(1)	03/15/2026		M			975	(4)	(4)	Common Stock	975	$0	1,951	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	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) report for Wendy Cassity?

XPO reported that Chief Legal Officer Wendy Cassity exercised restricted stock units into 10,734 Common Stock shares on March 15, 2026. This represents routine equity compensation rather than an open-market purchase or sale, with part of the shares used to satisfy tax obligations.

How many XPO shares does Wendy Cassity hold after the March 2026 Form 4?

After the March 15, 2026 transactions, Wendy Cassity directly holds 29,953 shares of XPO Common Stock. This figure reflects RSU exercises into common shares and the withholding of 5,192 shares to cover tax liabilities associated with the vesting and settlement.

Were any of Wendy Cassity’s XPO transactions open-market sales or purchases?

No open-market sales or purchases were reported. The filing shows RSU exercises classified as derivative conversions and a disposition coded as tax withholding, where 5,192 shares were withheld at $181.71 per share to satisfy tax obligations tied to the equity awards.

What do the RSU footnotes in XPO’s Form 4 for Wendy Cassity explain?

The footnotes explain that each RSU is a right to receive one XPO Common Stock share or cash equal to its value. They also outline vesting: some RSUs fully vested on March 15, 2026, while others vest in two or three annual installments through 2028, subject to continued employment.

How many restricted stock units did Wendy Cassity convert into XPO common shares?

On March 15, 2026, Wendy Cassity converted RSUs representing 10,734 underlying XPO Common Stock shares. These conversions are reflected as derivative exercises, moving value from restricted stock units into directly held common shares as part of her equity compensation package.

What was the price used for the XPO shares withheld for Wendy Cassity’s taxes?

The Form 4 shows 5,192 Common Stock shares withheld at a price of $181.71 per share to cover tax liabilities. This withholding is coded as a tax-withholding disposition, meaning it is a mechanical step tied to vesting, not a discretionary market sale.