S. Jacobs Bradley - Feb 5, 2025 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: Feb 5, 2025
Transactions value $: -$33,876,191
Form type: 4
Date filed: 2/7/2025, 07:07 PM
Previous filing: Jan 6, 2025
Next filing: Mar 5, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XPO	Common Stock	Options Exercise	$0	+496K	+47.38%	$0.00	1.54M	Feb 7, 2025	Direct
transaction	XPO	Common Stock	Tax liability	-$33.9M	-229K	-14.84%	$148.16	1.31M	Feb 7, 2025	Direct
holding	XPO	Common Stock						1.3M	Feb 5, 2025	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	Award	$0	+396K	+400%	$0.00	496K	Feb 5, 2025	Common Stock	396K		Direct	F2, F3
transaction	XPO	Restricted Stock Unit	Options Exercise	$0	-496K	-100%	$0.00	0	Feb 7, 2025	Common Stock	496K		Direct	F2, F4

* 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	As previously disclosed in our 2023 proxy statement, in February 2023 the Compensation and Human Capital Committee (the "Committee") of the Issuer converted the final tranche of the Reporting Person's outstanding 2020 performance-based Cash LTI Awards into performance-based RSU awards, subject to the Issuer's satisfaction of certain predetermined performance criteria. The Committee certified on February 29, 2024 that the performance criteria applicable to 25% of such RSUs had been satisfied, which was reported on a Form 4 filed on March 4, 2024. The Committee certified on February 5, 2025 that the performance criteria applicable to the remaining 75% of such RSUs had been satisfied.
F4	The RSUs vested in full on February 9, 2025. The after-tax shares received upon settlement of the RSU award are subject to a lock-up which prohibits transfers of such shares through January 15, 2026.