XPO (XPO) CFO Wismans vests 14,762 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

XPO, Inc. Chief Financial Officer Kyle Wismans reported compensation-related stock activity involving restricted stock units (RSUs). On March 10, 2026, 14,762 RSUs vested after the board’s Compensation and Human Capital Committee certified that predetermined performance criteria had been satisfied.

Each RSU represents a right to receive either one share of common stock or a cash amount equal to its fair market value. The vested RSUs were exercised into 14,762 shares of common stock. Of these, 7,537 shares were withheld at $194.6800 per share to cover tax obligations, leaving Wismans with 44,679 shares of common stock held directly after the transactions.

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^*

Wismans Kyle

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		M		14,762	A	$0	52,216	D
Common Stock	03/10/2026		F		7,537	D	$194.68	44,679	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)	03/10/2026		A		14,762		(2)	(2)	Common Stock	14,762	$0	14,762	D
Restricted Stock Unit	(1)	03/10/2026		M			14,762	(2)	(2)	Common Stock	14,762	$0	0	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. On March 6, 2023, the Reporting Person was granted unvested RSUs, subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On March 10, 2026, the Compensation and Human Capital Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such RSUs had been satisfied, resulting in the vesting of 100% such RSUs effective March 6, 2026.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	03/12/2026
	** 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 transactions did XPO (XPO) CFO Kyle Wismans report?

Kyle Wismans reported the vesting and exercise of 14,762 restricted stock units into common shares. A portion of the resulting shares was withheld to satisfy tax obligations, making this a routine compensation and tax-withholding event rather than an open-market purchase or sale.

How many XPO (XPO) restricted stock units vested for the CFO?

A total of 14,762 restricted stock units vested for XPO’s Chief Financial Officer. These RSUs became earned after the Compensation and Human Capital Committee confirmed that specific performance criteria had been met, triggering 100% vesting effective on March 6, 2026.

Were any of the XPO (XPO) CFO’s shares sold on the open market?

The filing shows 7,537 common shares disposed of under code F, which reflects shares withheld to cover tax liabilities. This is not an open-market sale, but a standard mechanism to satisfy taxes when equity awards vest or are exercised.

What is the XPO (XPO) CFO’s direct common stock holding after these transactions?

Following the RSU vesting, exercise, and tax-withholding transactions, Kyle Wismans directly holds 44,679 shares of XPO common stock. This figure reflects his updated direct ownership after the company withheld shares to cover associated tax obligations.

At what price were XPO (XPO) shares used for the CFO’s tax withholding?

The 7,537 common shares withheld to cover tax obligations were valued at $194.6800 per share. This valuation is used solely for the tax-payment calculation associated with the vesting and exercise of the restricted stock units.

What performance conditions triggered the XPO (XPO) CFO’s RSU vesting?

The RSUs were originally granted on March 6, 2023, subject to predetermined performance criteria and continued employment. On March 10, 2026, the Compensation and Human Capital Committee certified that these performance criteria were satisfied, resulting in 100% vesting effective March 6, 2026.