Harik Mario A 4

What Happened
XPO CEO Mario A. Harik had 295,202 restricted stock units (RSUs vest) that converted into common shares. Of those shares, 142,731 were withheld/disposed to cover taxes (payment of tax liability) at a per‑share price of $194.68, for a total tax withholding value of $27,786,871. The RSUs were certified as having met performance criteria and vested (see footnotes).

Key Details

• Transaction dates: vesting certified March 10, 2026 (vesting effective March 6, 2026); Form 4 filed March 12, 2026. Filing appears timely.
• Actions reported: A = award of RSUs (295,202); M = conversion/exercise of derivative to shares (295,202); F = tax withholding/disposition of 142,731 shares at $194.68 each ($27,786,871).
• Net shares retained from this event: 295,202 vested − 142,731 withheld = 152,471 shares delivered to Harik.
• Footnotes: Each RSU represents a contingent right to one share (or cash) and the RSUs granted March 6, 2023 vested after performance criteria were certified. The disposition was a tax withholding (not an open‑market sale).

Context
This was not a market sale for investment reasons but a standard sell‑to‑cover/tax withholding following RSU vesting. For retail investors, such withholding transactions are routine administrative events and do not by themselves signal a change in insider sentiment.