XPO (XPO) CAO Brown exercises RSUs; 1,193 shares withheld for taxes after vesting

Rhea-AI Filing Summary

XPO, Inc. Chief Accounting Officer Christopher Michael Brown reported routine equity compensation activity. On March 15, 2026, he exercised restricted stock units into 2,571 shares of Common Stock, reflecting vested awards.

To cover tax obligations, 1,193 shares were withheld at $181.71 per share, a non-market disposition. After these transactions, Brown directly holds 36,005 shares of Common Stock. Related RSU grants include awards that vested in full on March 15, 2026 and others that vest in two or three equal annual installments through March 15, 2028, generally contingent on 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^*

Brown Christopher Michael

(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 Accounting 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		2,571	A	$0	37,198	D
Common Stock	03/15/2026		F		1,193	D	$181.71	36,005	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			1,655	(2)	(2)	Common Stock	1,655	$0	0	D
Restricted Stock Unit	(1)	03/15/2026		M			456	(3)	(3)	Common Stock	456	$0	456	D
Restricted Stock Unit	(1)	03/15/2026		M			460	(4)	(4)	Common Stock	460	$0	919	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, Attorney-in-Fact	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did XPO (XPO) executive Christopher Michael Brown report in this Form 4?

Christopher Michael Brown reported routine equity compensation activity involving vested restricted stock units. He converted RSUs into 2,571 shares of XPO common stock and had 1,193 shares withheld to satisfy tax obligations, leaving him with 36,005 directly held shares after the transactions.

How many XPO (XPO) shares does Christopher Michael Brown hold after these transactions?

After the reported transactions, Christopher Michael Brown directly holds 36,005 shares of XPO common stock. This figure reflects the exercise of 2,571 shares from vested restricted stock units and the withholding of 1,193 shares to cover tax liabilities related to the vesting event.

Were any of Christopher Michael Brown’s XPO (XPO) transactions open-market sales or purchases?

No open-market sales or purchases were reported. The filing shows derivative exercises of restricted stock units and a tax-withholding disposition of 1,193 shares at $181.71 per share, which represents shares withheld to pay taxes rather than discretionary selling in the market.

What type of equity awards did XPO (XPO) grant to Christopher Michael Brown?

The filing involves restricted stock units, each representing a right to receive one XPO common share or cash equal to its value. Some RSUs vested fully on March 15, 2026, while others vest in two or three equal annual installments through March 15, 2028, subject to continued employment.

How are Christopher Michael Brown’s XPO (XPO) RSUs scheduled to vest?

One set of RSUs vested in full on March 15, 2026. Additional RSUs vest in two equal installments on March 15, 2026 and March 15, 2027, and another grant vests in three equal installments on March 15, 2026, 2027, and 2028, assuming continued employment at XPO.

What does the tax-withholding transaction in the XPO (XPO) Form 4 represent?

The tax-withholding transaction reflects 1,193 XPO shares used to pay taxes on vested equity awards at $181.71 per share. This F-code disposition is a mechanical withholding by the issuer to satisfy tax liabilities, not a voluntary open-market sale by Christopher Michael Brown.