XPO, Inc. (XPO) director details RSU vesting and new 2027 grant

Rhea-AI Filing Summary

XPO, Inc. director reported equity transactions involving company stock on January 2, 2026. The filing shows the exercise of 1,374 restricted stock units (RSUs) into the same number of common shares at an exercise price of $138.79 per share, bringing the director’s directly held common stock to 10,981 shares.

On the same date, the director received a new grant of 1,357 RSUs, each representing the right to receive either one share of common stock or a cash payment equal to its fair market value. These RSUs are scheduled to vest in full on January 4, 2027, subject to continued service as a director. The filing also notes that 3,000 of the reported securities are held in the director’s individual retirement account.

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^*

FRYE J WES

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		M		1,374	A	$138.79	10,981	D(1)

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 Units	(2)	01/02/2026		M			1,374	(3)	(3)	Common Stock	1,374	$0	0	D
Restricted Stock Unit	(2)	01/02/2026		A		1,357		(4)	(4)	Common Stock	1,357	$0	1,357	D

Explanation of Responses:

1. 3,000 of these securities are held in the Reporting Person's individual retirement account.

2. 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.

3. The RSUs vested in full on January 2, 2026.

4. The RSUs shall vest in full on January 4, 2027, subject to the Reporting Person's continued service as a director of the Issuer.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	01/05/2026
	** 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 transaction did XPO (XPO) report on January 2, 2026?

A director of XPO, Inc. reported exercising 1,374 restricted stock units into common stock and receiving a new grant of 1,357 RSUs on January 2, 2026.

How many XPO shares does the director hold after the reported Form 4 transaction?

Following the reported transaction, the director beneficially owns 10,981 shares of XPO common stock directly, with an additional 3,000 securities held in an individual retirement account.

What are the terms of the new RSU grant reported by the XPO director?

The director received 1,357 RSUs, each representing a right to receive either one share of XPO common stock or a cash payment equal to its fair market value, vesting in full on January 4, 2027 subject to continued board service.

At what price were the XPO RSUs exercised in this Form 4 filing?

The 1,374 RSUs were exercised into common stock at a price of $138.79 per share, as disclosed in the Form 4 table.

What does each XPO restricted stock unit (RSU) represent in this filing?

Each RSU reported by the director 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.

When did the vested XPO RSUs in this Form 4 fully vest?

The RSUs that were exercised into 1,374 common shares vested in full on January 2, 2026, as noted in the explanation of responses.