Mario A. Harik - Dec 31, 2024 Form 4 Insider Report for XPO, Inc. (XPO)

Role: Chief Executive Officer, Director
Signature: /s/ Wendy Cassity, Attorney-in-Fact
Stock symbol: XPO
Transactions as of: Dec 31, 2024
Transactions value $: -$14,072,395
Form type: 4
Date filed: 12/31/2024, 06:16 PM
Previous filing: Aug 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPO	Common Stock	Options Exercise	$0	+222K	+157.74%	$0.00	363K	Dec 31, 2024	Direct
transaction	XPO	Common Stock	Tax liability	-$14.1M	-107K	-29.59%	$131.15	255K	Dec 31, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	XPO	Restricted Stock Unit	Options Exercise	$0	-222K	-100%	$0.00	0	Dec 31, 2024	Common Stock	222K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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	In 2018 and 2019, the Reporting Person was granted performance-based restricted stock unit ("PSU") awards. On November 1, 2022, the Issuer completed a distribution of all of the outstanding shares of common stock of RXO, Inc. ("RXO") to the Issuer's stockholders (the "Distribution"). Contingent upon and effective as of the completion of the Distribution, the PSU awards were converted into a single time-based vesting RSU award. The RSU award vested in full on the transaction date and was initially reported on a Form 4 filed on November 3, 2022. The after-tax shares received upon settlement of the RSU award are subject to a lock up which prohibits transfers of such shares through December 31, 2025.

Content

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.

In 2018 and 2019, the Reporting Person was granted performance-based restricted stock unit ("PSU") awards. On November 1, 2022, the Issuer completed a distribution of all of the outstanding shares of common stock of RXO, Inc. ("RXO") to the Issuer's stockholders (the "Distribution"). Contingent upon and effective as of the completion of the Distribution, the PSU awards were converted into a single time-based vesting RSU award. The RSU award vested in full on the transaction date and was initially reported on a Form 4 filed on November 3, 2022. The after-tax shares received upon settlement of the RSU award are subject to a lock up which prohibits transfers of such shares through December 31, 2025.