XPO (XPO) CEO Harik exercises 295,202 RSUs and withholds 142,731 shares for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

XPO, Inc. Chief Executive Officer Mario A. Harik reported equity compensation activity involving restricted stock units that converted into common stock. On March 10, 2026, 295,202 restricted stock units vested and were exercised into 295,202 shares of common stock at a conversion price of $0.00 per share. A total of 142,731 common shares were then withheld at $194.68 per share to cover tax obligations, leaving Harik with 490,007 shares of common stock held directly after these transactions. The vested units had been granted on March 6, 2023 and became fully vested effective March 6, 2026 after the board committee certified that the performance criteria were satisfied.

Insider Trade Summary

295,202 shares exercised/converted

Mixed 4 txns

Insider Harik Mario A

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	295,202	$0.00	--
Exercise	Restricted Stock Unit	295,202	$0.00	--
Exercise	Common Stock	295,202	$0.00	--
Tax Withholding	Common Stock	142,731	$194.68	$27.79M

Holdings After Transaction: Restricted Stock Unit — 295,202 shares (Direct); Common Stock — 632,738 shares (Direct)

Footnotes (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. On March 6, 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.

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Form 4 Insider Transactions: What Each Field Means →

03/12/2026 - 05:00 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Harik Mario A

(Last)

(First)

(Middle)

C/O XPO, INC.

FIVE AMERICAN LANE

(Street)

GREENWICH

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
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2026		M		295,202	A	$0	632,738	D
Common Stock	03/10/2026		F		142,731	D	$194.68	490,007	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	03/10/2026		A		295,202		⁽²⁾	⁽²⁾	Common Stock	295,202	$0	295,202	D
Restricted Stock Unit	⁽¹⁾	03/10/2026		M			295,202	⁽²⁾	⁽²⁾	Common Stock	295,202	$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 March 6, 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did XPO (XPO) CEO Mario A. Harik report on this Form 4?

Mario A. Harik reported vesting and exercise of 295,202 restricted stock units into common stock, followed by 142,731 shares withheld to cover tax obligations. After these equity compensation events, he directly held 490,007 shares of XPO common stock.

How many XPO shares did Mario Harik hold after the reported Form 4 transactions?

After the reported transactions, Mario Harik held 490,007 shares of XPO common stock directly. This reflects the net position following the vesting and exercise of 295,202 restricted stock units and the withholding of 142,731 shares for tax liabilities.

Were XPO CEO Mario Harik’s Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect equity compensation events: a grant and vesting of restricted stock units, their exercise into common stock, and a share disposition solely to satisfy tax obligations associated with the vesting.

What performance-based restricted stock units vested for XPO CEO Mario Harik?

Performance-based restricted stock units granted on March 6, 2023 vested for Mario Harik. On March 10, 2026, XPO’s Compensation and Human Capital Committee certified that the performance criteria were met, causing 295,202 units to vest effective March 6, 2026 and convert into common stock.

At what price were XPO shares withheld to cover Mario Harik’s tax obligations?

Shares were withheld at a price of $194.68 per share to cover tax obligations. In total, 142,731 shares of XPO common stock were surrendered at that price in connection with the vesting and exercise of 295,202 restricted stock units.