XPO (NYSE: XPO) CEO settles RSUs, withholds shares to cover taxes

Rhea-AI Filing Summary

XPO, Inc. Chief Executive Officer Mario A. Harik reported compensation-related equity activity. On March 15, 2026, he exercised vested Restricted Stock Units, acquiring 24,781 shares of Common Stock at a conversion price of $0.00 per share through RSU settlement.

On the same date, 11,983 shares of Common Stock were disposed of at $181.71 per share to satisfy tax obligations associated with this equity award. Following these transactions, Harik directly owns 502,805 shares of XPO Common Stock. No open‑market purchases or sales were reported.

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 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		24,781	A	$0	514,788	D
Common Stock	03/15/2026		F		11,983	D	$181.71	502,805	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)	03/15/2026		M			13,789	(2)	(2)	Common Stock	13,789	$0	0	D
Restricted Stock Unit	(1)	03/15/2026		M			5,418	(3)	(3)	Common Stock	5,418	$0	5,417	D
Restricted Stock Unit	(1)	03/15/2026		M			5,574	(4)	(4)	Common Stock	5,574	$0	11,147	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 vested in full on March 15, 2026.

3. These RSUs vest in two equal annual installments on March 15, 2026 and March 15, 2027, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

4. These RSUs vest in three equal annual installments on March 15, 2026, March 15, 2027 and March 15, 2028, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	03/17/2026
	** 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) CEO Mario Harik report?

Mario Harik reported RSU settlements and related tax withholding. On March 15, 2026, he acquired 24,781 XPO Common shares via vested Restricted Stock Units and had 11,983 shares withheld at $181.71 per share to cover associated tax obligations.

How many XPO (XPO) shares does the CEO hold after this Form 4?

After these transactions, Mario Harik directly holds 502,805 XPO shares. This figure reflects his Common Stock position following the RSU settlement and the share disposition used to satisfy tax-related obligations on March 15, 2026.

Did the XPO (XPO) CEO buy or sell shares on the open market?

The Form 4 does not show any open‑market trades. The reported activity consists of RSU exercises that delivered 24,781 Common shares and an 11,983‑share disposition at $181.71 per share to satisfy tax liabilities tied to that equity compensation.

What Restricted Stock Unit activity did XPO (XPO) disclose for its CEO?

Vested RSUs converted into Common Stock for the CEO. On March 15, 2026, multiple RSU grants vested, resulting in delivery of 24,781 XPO Common shares at a $0.00 conversion price, consistent with equity compensation rather than cash purchases.

At what price were XPO (XPO) shares withheld for the CEO’s taxes?

Shares were withheld at a price of $181.71 per share. A total of 11,983 XPO Common shares were disposed of at that price to cover tax obligations arising from the March 15, 2026 Restricted Stock Unit settlement reported on the Form 4.