XPO CEO converts RSUs and delivers shares

XPO, Inc. reported that Chief Executive Officer Mario A. Harik had 345,742 performance-based RSUs granted on August 5, 2022 fully vest after the board committee certified required criteria on August 7, 2026, effective August 5, 2026.

Rhea-AI Filing Summary

XPO, Inc. reported that Chief Executive Officer Mario A. Harik had 345,742 performance-based RSUs granted on August 5, 2022 fully vest after the board committee certified required criteria on August 7, 2026, effective August 5, 2026. Those RSUs were converted into 345,742 common shares, and 167,167 shares were delivered or withheld at $202.58 per share to pay the exercise price or tax liability.

Insider Trade Summary

345,742 shares exercised/converted

Exercise 4 txns

Insider Harik Mario A

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit F1, F2	345,742	$0.00	$0.00
Exercise	Restricted Stock Unit F1, F2	345,742	$0.00	$0.00
Exercise	Common Stock	345,742	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	167,167	$202.58	$33.86M

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 681,380 shares (Direct)

Footnotes (2)

1. F1. 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. F2. On August 5, 2022, 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 August 7, 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 full vesting of such RSUs effective August 5, 2026.

Key Figures

Performance-based RSUs vested: 345,742 units Common shares from RSU conversion: 345,742 shares Shares delivered/withheld for obligations: 167,167 shares +1 more

4 metrics

Performance-based RSUs vested 345,742 units RSUs granted on August 5, 2022 fully vested effective August 5, 2026 after performance certification on August 7, 2026

Common shares from RSU conversion 345,742 shares RSUs converted into common stock on August 7, 2026

Shares delivered/withheld for obligations 167,167 shares Common shares delivered or withheld at $202.58 per share for payment of exercise price or tax liability

Per-share value for delivered/withheld shares $202.58 per share Price used for 167,167 shares delivered or withheld on August 7, 2026

Key Terms

Restricted Stock Unit, contingent right, fair market value, performance criteria, +1 more

5 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive..."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

contingent right financial

"represents a contingent right to receive, upon settlement, either (i) one share..."

fair market value financial

"or (ii) a cash payment equal to the fair market value of one share of Common Stock."

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

performance criteria financial

"granted unvested RSUs, subject to the Issuer's satisfaction of certain predetermined performance criteria..."

Compensation and Human Capital Committee financial

"the Compensation and Human Capital Committee of the Board of Directors of the Issuer certified..."

A compensation and human capital committee is a board-level group that sets and oversees executive pay, employee incentive plans, hiring and retention strategies, succession planning, and workplace policies. Think of it as the company’s talent and pay steering team — it shapes who gets hired or promoted, how employees are rewarded, and how workforce risks are managed. Investors care because those choices drive labor costs, company performance, leadership stability and reputation, all of which affect long-term value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did XPO (XPO) CEO Mario A. Harik report?

Mario A. Harik reported vesting and conversion of 345,742 performance-based RSUs into common stock, with 167,167 shares delivered or withheld at $202.58 per share to satisfy related obligations. These entries reflect equity compensation events rather than open-market buying or selling.

How many RSUs vested for XPO (XPO) CEO Mario A. Harik and when were they granted?

A total of 345,742 Restricted Stock Units vested for CEO Mario A. Harik. Footnotes state these RSUs were granted on August 5, 2022 and were subject to predetermined performance criteria and continued employment before fully vesting effective August 5, 2026.

What happened when the XPO (XPO) RSUs vested and were converted?

Upon certification of performance criteria on August 7, 2026, the 345,742 RSUs fully vested effective August 5, 2026 and were converted into 345,742 shares of common stock. This reflects settlement of RSUs into equity under XPO’s compensation arrangements.

How many XPO (XPO) shares were delivered or withheld and at what price?

The filing shows 167,167 common shares were delivered or withheld at $202.58 per share. The transaction is coded as payment of exercise price or tax liability by delivering or withholding securities, without indicating an open-market sale.

Were the XPO (XPO) CEO’s transactions made under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox in the filing is not checked, and no footnote describes a Rule 10b5-1 trading plan. Based on this report, the transactions are not characterized as being executed under a pre-arranged Rule 10b5-1 plan.

What do the RSUs in the XPO (XPO) filing represent for the CEO?

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 upon settlement, according to the filing’s footnote describing the RSU terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 05:39 PM Accepted by SEC EDGAR 08/07/2026 - 05:38 PM Learn about SEC filing dates

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 CONNECTICUT 06831

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/07/2026		M		345,742	A	$0	848,547	D
Common Stock	08/07/2026		F		167,167	D	$202.58	681,380	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)	08/07/2026		A		345,742		(2)	(2)	Common Stock	345,742	$0	345,742	D
Restricted Stock Unit	(1)	08/07/2026		M			345,742	(2)	(2)	Common Stock	345,742	$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 August 5, 2022, 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 August 7, 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 full vesting of such RSUs effective August 5, 2026.

Remarks:

	/s/ Cody Bilgrien, Attorney-in-Fact	08/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)