S. Jacobs Bradley - Dec 31, 2024 Form 4 Insider Report for XPO, Inc. (XPO)

Role
Executive Chairman, Director
Signature
/s/ Wendy Cassity, Attorney-in-Fact
Stock symbol
XPO
Transactions as of
Dec 31, 2024
Transactions value $
-$71,379,830
Form type
4
Date filed
12/31/2024, 06:20 PM
Previous filing
Aug 1, 2024
Next filing
Jan 6, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XPO Common Stock Options Exercise $0 +1.17M +282.68% $0.00 1.59M Dec 31, 2024 Direct
transaction XPO Common Stock Tax liability -$71.4M -544K -34.23% $131.15 1.05M Dec 31, 2024 Direct
holding XPO Common Stock 1.3M Dec 31, 2024 See footnote F1

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 -1.17M -100% $0.00 0 Dec 31, 2024 Common Stock 1.17M Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Brad Jacobs is the Managing Member of Jacobs Private Equity, LLC.
F2 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.
F3 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.