XPO, Inc. (XPO) awards 813 RSUs to Chief Accounting Officer

Rhea-AI Filing Summary

Brown Christopher Michael reported acquisition or exercise transactions in this Form 4 filing.

XPO, Inc. Chief Accounting Officer Christopher Michael Brown received a grant of 813 Restricted Stock Units on March 2, 2026, at no cash cost. Each RSU represents the right to receive one share of common stock or an equivalent cash amount and vests in three equal annual installments on March 15, 2027, 2028, and 2029, subject to his 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)
03/02/2026

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

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)	03/02/2026		A		813		(2)	(2)	Common Stock	813	$0	813	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 vest in three equal annual installments on March 15, 2027, March 15, 2028 and March 15, 2029, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	03/03/2026
	** 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 for Christopher Michael Brown?

XPO reported that Chief Accounting Officer Christopher Michael Brown received a grant of 813 Restricted Stock Units. These units were awarded at no cash cost and represent contingent rights to common stock or equivalent cash value upon future settlement.

How many Restricted Stock Units were granted to XPO’s Chief Accounting Officer?

Christopher Michael Brown received 813 Restricted Stock Units from XPO. This entire amount remained held after the transaction and represents a contingent right to receive common stock or cash equal to the fair market value of that stock at settlement.

When do Christopher Michael Brown’s XPO RSUs vest?

The 813 RSUs vest in three equal annual installments. Vesting dates are March 15, 2027, March 15, 2028, and March 15, 2029, and each installment generally requires Brown to remain employed with XPO through the relevant vesting date.

What does each XPO Restricted Stock Unit granted to Christopher Michael Brown represent?

Each RSU 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. The actual delivery occurs upon settlement after the applicable vesting conditions are satisfied.

Is Christopher Michael Brown’s RSU grant an open-market purchase of XPO shares?

No, the RSU grant is an equity award, not an open-market share purchase. Brown acquired 813 Restricted Stock Units at no stated price, which may later settle in stock or cash if vesting and other conditions are met.