Wismans Kyle 4

What Happened
Kyle Wismans, Chief Financial Officer of XPO, Inc., had 14,762 restricted stock units (RSUs vest) effective March 6, 2026 and converted to common shares on March 10, 2026. To satisfy tax withholding, 7,537 of those shares were transferred/sold at $194.68 per share for a total of $1,467,303. The remaining 7,225 shares were delivered to Wismans. The transactions reflect settlement of performance-based RSUs, not an open-market investment decision.

Key Details

• Transaction date(s): March 10, 2026; Form 4 filed March 12, 2026 (timely within the Form 4 filing window).
• Shares vested/converted: 14,762 RSUs converted into shares (reported at $0 acquisition price as RSU settlement).
• Shares withheld/sold for taxes: 7,537 shares at $194.68 each, netting $1,467,303.
• Net shares delivered to insider after withholding: 7,225 shares.
• Footnotes: F1 — each RSU represents a right to one share or cash equal to a share’s FMV; F2 — RSUs were granted March 6, 2023 subject to performance and employment, and the Compensation & Human Capital Committee certified performance satisfaction (vesting) on March 10, 2026 (effective March 6, 2026).
• Transaction codes: A (award/grant), M (exercise/conversion of derivative/RSU), F (tax withholding).
• Filing timeliness: Not marked late.

Context
These entries reflect RSU vesting and settlement with routine tax withholding (often done via share surrender or sale), not an opportunistic open‑market sale. The $1.47M reported is the proceeds from shares withheld/sold for taxes at $194.68 per share; the conversion entries at $0 reflect the non‑cash settlement of RSUs into common stock. Such withholding/sale transactions are common when equity awards vest and do not by themselves indicate the insider’s broader market view.