XPO (XPO) director Michael G. Jesselson reports RSU vesting and new grant

Rhea-AI Filing Summary

XPO, Inc. director Michael G. Jesselson reported equity transactions and updated holdings. On January 2, 2026, he exercised 1,374 restricted stock units (RSUs), receiving the same number of XPO common shares at a reported price of $138.79 per share. Following this, he directly owned 62,873 common shares, with additional indirect holdings through various family trusts, an individual retirement account, and his spouse.

On the same date, Jesselson was also awarded a new grant of 1,357 RSUs at no exercise price. The vested RSUs converted into common stock in full on January 2, 2026, while the new RSUs are scheduled to vest in full on January 4, 2027, subject to his continued service as a director. The filing details how multiple trusts and family accounts beneficially own XPO shares for which he serves as trustee or beneficiary.

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^*

JESSELSON MICHAEL G

(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	62,873	D(1)
Common Stock								21,057	I	See footnote(2)
Common Stock								8,000	I	See footnote(3)
Common Stock								6,000	I	See footnote(4)
Common Stock								8,000	I	See footnote(5)
Common Stock								201,001	I	See footnote(6)
Common Stock								8,000	I	See footnote(7)

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	(8)	01/02/2026		M			1,374	(9)	(9)	Common Stock	1,374	$0	0	D
Restricted Stock Unit	(8)	01/02/2026		A		1,357		(10)	(10)	Common Stock	1,357	$0	1,357	D

Explanation of Responses:

1. 5,000 of these securities are held an individual retirement account of Michael G. Jesselson.

2. The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of the trust.

3. These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.

4. Michael G. Jesselson's spouse is the direct beneficial owner of these securities.

5. These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.

6. The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts.

7. These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee.

8. 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.

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

10. 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).
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FAQ

What insider transaction did XPO (XPO) report for Michael G. Jesselson?

Michael G. Jesselson, a director of XPO, Inc., reported exercising 1,374 restricted stock units on January 2, 2026, which converted into 1,374 shares of XPO common stock at a reported price of $138.79 per share.

How many XPO (XPO) shares does Michael G. Jesselson own directly after this Form 4?

After the reported transactions, Michael G. Jesselson directly owned 62,873 shares of XPO common stock, in addition to various indirect holdings through family trusts, an individual retirement account, and his spouse.

What new equity award did XPO grant to director Michael G. Jesselson?

On January 2, 2026, Michael G. Jesselson received a new grant of 1,357 restricted stock units (RSUs) with an exercise price of $0. These RSUs represent 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 do Michael G. Jesselson’s XPO restricted stock units vest?

The RSUs reported as exercised vested in full on January 2, 2026. The newly granted 1,357 RSUs are scheduled to vest in full on January 4, 2027, subject to his continued service as a director of XPO, Inc.

What indirect XPO (XPO) holdings are associated with Michael G. Jesselson?

Indirect holdings reported include shares held in an individual retirement account of Michael G. Jesselson, multiple family and irrevocable trusts where he serves as trustee or beneficiary, and shares directly owned by his spouse. These accounts collectively hold several blocks of XPO common stock, including a trust position of 201,001 shares.

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

Each XPO restricted stock unit represents a contingent right to receive, upon settlement, either one share of XPO common stock or a cash payment equal to the fair market value of one share of common stock.