XPO (XPO) director adds 1,374 shares as RSUs vest and receives new RSU grant

Rhea-AI Filing Summary

XPO, Inc. director reports equity grant and RSU vesting

A director of XPO, Inc. (XPO) reported equity-related transactions dated January 2, 2026. The director acquired 1,374 shares of common stock through the vesting and settlement of previously granted restricted stock units at a reference price of $138.79 per share, bringing direct ownership to 9,916 common shares.

On the same date, the director’s previously outstanding restricted stock units were reduced by 1,374 units as they converted into common stock. The director also received a new grant of 1,357 restricted stock units, which will vest in full on January 4, 2027, subject to continued service as a director. Following these transactions, the director holds 1,357 restricted stock units in addition to the directly owned common shares.

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
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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^*

Moshouris Irene

(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	9,916	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 Units	(1)	01/02/2026		M			1,374	(2)	(2)	Common Stock	1,374	$0	0	D
Restricted Stock Unit	(1)	01/02/2026		A		1,357		(3)	(3)	Common Stock	1,357	$0	1,357	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. The RSUs vested in full on January 2, 2026.

3. 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).
** 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.

FAQ

What insider transaction did XPO (XPO) report on January 2, 2026?

A director of XPO, Inc. reported the vesting and settlement of 1,374 restricted stock units into 1,374 shares of common stock on January 2, 2026.

How many XPO common shares does the director own after the reported transaction?

After the reported transaction, the director beneficially owns 9,916 shares of XPO common stock in direct form.

What happened to the director’s previously granted restricted stock units at XPO?

1,374 restricted stock units vested in full on January 2, 2026 and were settled into 1,374 shares of XPO common stock, reducing that RSU award to zero.

Did the XPO director receive a new restricted stock unit grant?

Yes. On January 2, 2026, the director was granted 1,357 restricted stock units, each representing a right to receive either one share of common stock or a cash amount equal to its fair market value upon settlement.

When will the newly granted XPO restricted stock units vest?

The newly granted 1,357 restricted stock units are scheduled to vest in full on January 4, 2027, subject to the director’s continued service on the board.

What is the exercise or conversion price of the XPO restricted stock units?

The filing reports an exercise or conversion price of $0 for the restricted stock units, meaning no additional price is paid at vesting.

What does each XPO restricted stock unit represent for the director?

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.