XPO, Inc. (XPO) director logs RSU vesting, new equity award in Form 4

Rhea-AI Filing Summary

XPO, Inc. reported an equity transaction by a director involving restricted stock units (RSUs). On January 2, 2026, 1,374 RSUs vested and were settled into 1,374 shares of XPO common stock, shown at a price of $138.79 per share, leaving the director with 9,916 shares of common stock held directly. RSUs give the holder the right at settlement to receive either one share of common stock or a cash amount equal to the share’s fair market value.

On the same date, the director received a new grant of 1,357 RSUs, which are scheduled to vest in full on January 4, 2027, as long as the director continues to serve on XPO’s board. After these transactions, the director directly holds 1,357 RSUs in addition to the 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

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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^*

Allaire Bella Loykhter

(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) disclose in this Form 4?

XPO reported that a director had 1,374 restricted stock units (RSUs) vest and settle into 1,374 shares of common stock on January 2, 2026, and also received a new grant of 1,357 RSUs on the same date.

How many XPO shares does the director own after this transaction?

Following the reported transaction, the director directly owns 9,916 shares of XPO common stock, plus 1,357 RSUs that remain outstanding as derivative securities.

At what price were the XPO shares from vested RSUs recorded?

The 1,374 shares of XPO common stock received upon RSU settlement are shown at a price of $138.79 per share in the non-derivative securities table.

What are restricted stock units (RSUs) in this XPO Form 4?

Each RSU 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.

When did the reported XPO RSUs vest and when will the new grant vest?

The reported RSUs vested in full on January 2, 2026. The new grant of 1,357 RSUs is scheduled to vest in full on January 4, 2027, subject to the director’s continued service.

Is the director’s XPO RSU award tied to continued board service?

Yes. The filing states that the 1,357 RSUs granted on January 2, 2026 will vest on January 4, 2027, provided the reporting person continues to serve as a director of XPO.