XPO (XPO) COO vests 39,515 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

XPO, Inc. Chief Operating Officer David J. Bates reported equity compensation activity tied to performance-based restricted stock units. On March 10, 2026, 39,515 RSUs vested after the company’s compensation committee certified that required performance criteria were met, and these RSUs were exercised into 39,515 shares of common stock.

To cover tax obligations, 17,166 of the newly delivered common shares were withheld at a price of $194.68 per share. After these transactions, Bates holds 63,455 shares of XPO common stock directly. The filing reflects compensation vesting and related tax withholding, not open-market buying or selling.

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)
03/10/2026

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	03/10/2026		M		39,515	A	$0	80,621	D
Common Stock	03/10/2026		F		17,166	D	$194.68	63,455	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)	03/10/2026		A		39,515		(2)	(2)	Common Stock	39,515	$0	39,515	D
Restricted Stock Unit	(1)	03/10/2026		M			39,515	(2)	(2)	Common Stock	39,515	$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. On April 21, 2023, the Reporting Person was granted unvested RSUs, subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On March 10, 2026, the Compensation and Human Capital Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such RSUs had been satisfied, resulting in the vesting of 100% such RSUs effective March 6, 2026.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	03/12/2026
	** 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 transactions did XPO (XPO) COO David J. Bates report?

David J. Bates reported vesting and settlement of performance-based restricted stock units into 39,515 XPO common shares, followed by the withholding of 17,166 shares to satisfy tax obligations. These actions reflect equity compensation and tax payments rather than open-market stock purchases or sales.

How many XPO (XPO) restricted stock units vested for COO David J. Bates?

A total of 39,515 restricted stock units vested for David J. Bates after XPO’s compensation committee certified that predetermined performance criteria were satisfied. Each RSU represents the right to receive either one share of common stock or a cash amount equal to its fair market value upon settlement.

How many XPO (XPO) shares were withheld for taxes in this Form 4?

XPO withheld 17,166 shares of common stock from David J. Bates at a price of $194.68 per share to cover tax liabilities on the RSU vesting. This tax-withholding disposition is not an open-market sale and does not reflect an independent trading decision.

What are David J. Bates’ XPO (XPO) share holdings after these transactions?

Following the vesting, exercise, and tax withholding related to the restricted stock units, David J. Bates directly holds 63,455 shares of XPO common stock. This total reflects the net position after converting 39,515 RSUs and withholding 17,166 shares to satisfy associated tax obligations.

Were the XPO (XPO) insider transactions open-market trades?

No, the reported transactions involve RSU vesting, conversion into common stock, and share withholding for taxes, not open-market purchases or sales. The Form 4 shows compensation-related equity delivery and tax settlement for XPO’s Chief Operating Officer, rather than discretionary trading in the market.