BRADLEY S JACOBS 4

4 · XPO, Inc. · Filed Feb 7, 2025

Form 4

Period: 2025-02-05

DirectorCHIEF EXECUTIVE OFFICER10% Owner

Transactions

Tax Payment
Common Stock
2025-02-07$148.16/sh−228,646$33,876,191→ 1,312,584 total
Award
Restricted Stock Unit
2025-02-05+396,406→ 495,508 total
→ Common Stock (396,406 underlying)
Exercise/Conversion
Restricted Stock Unit
2025-02-07−495,508→ 0 total
→ Common Stock (495,508 underlying)
Exercise/Conversion
Common Stock
2025-02-07+495,508→ 1,541,230 total

Holdings

Footnotes (4)

[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.

Documents

1 file