XPO, Inc. (XPO) COO reports RSU vesting and tax withholding on shares

Rhea-AI Filing Summary

XPO, Inc. Chief Operating Officer David J. Bates reported the vesting and settlement of restricted stock units into common shares, along with related tax withholding. On March 15, 2026, RSU awards converted into a total of 6,889 shares of common stock. To satisfy tax obligations, 2,994 common shares were withheld at a price of $181.71 per share. After these transactions, Bates directly owned 67,350 shares of XPO common stock. The RSU footnotes indicate some awards vested in full on March 15, 2026, while others continue to vest in annual installments through March 15, 2028, subject to 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^*

Bates David J.

(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 Operating 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		6,889	A	$0	70,344	D
Common Stock	03/15/2026		F		2,994	D	$181.71	67,350	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			3,975	(2)	(2)	Common Stock	3,975	$0	0	D
Restricted Stock Unit	(1)	03/15/2026		M			1,451	(3)	(3)	Common Stock	1,451	$0	1,451	D
Restricted Stock Unit	(1)	03/15/2026		M			1,463	(4)	(4)	Common Stock	1,463	$0	2,926	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).
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FAQ

What did XPO (XPO) COO David J. Bates report in this Form 4?

David J. Bates reported RSU vesting that converted into 6,889 XPO common shares and a related tax withholding transaction. These equity awards are part of his compensation and changed his direct common stock holdings to 67,350 shares after settlement and withholding.

How many XPO common shares did David J. Bates receive from RSU vesting?

The Form 4 shows RSU awards converting into 6,889 XPO common shares on March 15, 2026. These shares came from three separate restricted stock unit grants that settled into common stock as they vested according to their original award schedules.

How many XPO shares were withheld for taxes from Bates’s RSU settlement?

The filing reports 2,994 XPO common shares withheld at $181.71 per share to cover tax obligations. This disposition is coded as a tax-withholding transaction, not an open-market sale, and is a routine mechanism tied to equity compensation vesting.

What is David J. Bates’s XPO common stock ownership after these transactions?

After the RSU conversions and tax withholding, David J. Bates directly owned 67,350 XPO common shares. This balance reflects the net position following the delivery of vested shares and the share-based payment of taxes on March 15, 2026.

How do the reported RSU awards for XPO’s COO vest over time?

One RSU grant vested in full on March 15, 2026, while others vest in two or three equal annual installments. Those installment schedules run on March 15, 2026, March 15, 2027, and March 15, 2028, generally conditioned on his continued employment with XPO.