4Filing Date: Mar 12, 2026

Xpo

Statement of Changes in Beneficial Ownership

View SEC Filing
ACC: 0001166003-26-000042
Total Value$3.34M
Trades4
Insiders1

Transaction Details

Bates David J.
Chief Operating Officer·Direct
Exercise · Dispose
Restricted Stock UnitDerivative
Shares-39.52K
Price$0.00
Total Value$0
Shares Owned After0
Transaction DateMar 10, 2026
Footnotes ▸

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. | On April 21, 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. | On April 21, 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.

Bates David J.
Chief Operating Officer·Direct
Tax W/H · Dispose
Common Stock
Shares-17.17K
Price$194.68
Total Value$3.34M
Shares Owned After63.45K
Transaction DateMar 10, 2026
Bates David J.
Chief Operating Officer·Direct
Grant · Acquire
Restricted Stock UnitDerivative
Shares+39.52K
Price$0.00
Total Value$0
Shares Owned After39.52K
Transaction DateMar 10, 2026
Footnotes ▸

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. | On April 21, 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. | On April 21, 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.

Bates David J.
Chief Operating Officer·Direct
Exercise · Acquire
Common Stock
Shares+39.52K
Price$0.00
Total Value$0
Shares Owned After80.62K
Transaction DateMar 10, 2026

Post-Transaction Holdings

Bates David J. · Chief Operating Officer
SecuritySharesChange
Common Stock63.45K+22.35K (54.37%)
Restricted Stock Unit0-
Original SEC Filing Textexpand_more
=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-03-10 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: XPO, Inc. (XPO) CIK: 0001166003 --- Reporting Owner --- Name: Bates David J. CIK: 0001534267 Role: Officer (Chief Operating Officer) --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-03-10 | Code: M (Exercise of derivative) Shares: +39,515 | Price: $0.00 Shares Owned After: 80,621 | Ownership: D (Direct) [Transaction #2] Security: Common Stock Date: 2026-03-10 | Code: F (Payment of exercise/tax) Shares: -17,166 | Price: $194.68 Total Value: $3,341,876.88 Shares Owned After: 63,455 | Ownership: D (Direct) --- Derivative Transactions --- [Transaction #1] Security: Restricted Stock Unit Date: 2026-03-10 | Code: A (Grant or award) Shares: +39,515 | Price: $0.00 Shares Owned After: 39,515 | Ownership: D (Direct) Footnotes: [F1] 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. [F2] On April 21, 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. [F2] On April 21, 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. [Transaction #2] Security: Restricted Stock Unit Date: 2026-03-10 | Code: M (Exercise of derivative) Shares: -39,515 | Price: $0.00 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F1] 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. [F2] On April 21, 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. [F2] On April 21, 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. --- Footnotes (Complete Index) --- F1: 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. F2: On April 21, 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. --- Signature --- /s/ /s/ Wendy Cassity, Attorney-in-Fact (2026-03-12)

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