Insider at XPO (XPO) exercises RSUs and covers tax with shares

Rhea-AI Filing Summary

XPO, Inc. Chief Accounting Officer Christopher Michael Brown exercised 1,659 Restricted Stock Units into Common Stock on March 7, 2026. The RSUs vested in full that day. To cover tax liabilities, 802 shares of Common Stock were withheld at $188.65 per share, leaving Brown with 31,459 Common shares held directly.

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)
03/07/2026

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	03/07/2026		M		1,659	A	$0	32,261	D
Common Stock	03/07/2026		F		802	D	$188.65	31,459	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)	03/07/2026		M			1,659	(2)	(2)	Common Stock	1,659	$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. These RSUs vested in full on March 7, 2026.

Remarks:

	/s/ Wendy Cassity, Attorney-in-Fact	03/10/2026
	** 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.
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FAQ

What insider transaction did XPO (XPO) report for Christopher Michael Brown?

XPO reported that Chief Accounting Officer Christopher Michael Brown exercised 1,659 Restricted Stock Units into Common Stock on March 7, 2026. This was a compensation-related conversion of RSUs rather than an open-market stock purchase or sale.

How many XPO shares were used to cover taxes in this Form 4 filing?

The filing shows 802 shares of XPO Common Stock were withheld at $188.65 per share to satisfy tax obligations. This F-code transaction represents payment of tax liability using shares, not an open-market sale by the insider.

What are the key details of the RSUs exercised by XPO’s Chief Accounting Officer?

Each Restricted Stock Unit represented a right to receive either one XPO Common share or equivalent cash. These RSUs vested in full on March 7, 2026, and 1,659 RSUs were exercised into Common Stock on that same date.

How many XPO shares does Christopher Michael Brown hold after this Form 4 event?

After the RSU exercise and tax withholding, Christopher Michael Brown directly holds 31,459 shares of XPO Common Stock. This figure reflects his position immediately following the reported transactions on March 7, 2026.

Was the XPO insider transaction a market buy or sell of Common Stock?

No, the primary action was exercising 1,659 Restricted Stock Units into Common Stock, a compensation-related event. Additionally, 802 shares were withheld to cover taxes, which is recorded as a disposition but not an open-market sale.