Bates David J. 4

What Happened
David J. Bates, Chief Operating Officer of XPO, had 39,515 restricted stock units (RSUs vest) that were converted into shares on March 10, 2026. Of those shares, 17,166 were surrendered/withheld to satisfy tax withholding at $194.68 per share, totaling $3,341,877. The filing shows the RSU grant/settlement (award and conversion) and the tax withholding disposition.

Key Details

• Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (filed within the standard reporting window).
• RSUs vested/converted: 39,515 shares (listed as award A and conversion M).
• Shares withheld for taxes (F): 17,166 shares at $194.68 each = $3,341,877.
• Footnote F1: Each RSU represents a contingent right to one share or cash equal to fair market value.
• Footnote F2: These RSUs were granted April 21, 2023 and vested 100% after the Compensation & Human Capital Committee certified performance goals; vesting effective March 6, 2026.
• Shares owned after the transaction: not specified in the filing.

Context
This was a vesting and settlement of performance-based RSUs, not an open-market purchase. The withholding of 17,166 shares to cover tax liabilities is a common administrative step (similar to a cashless sale) and does not, by itself, indicate a broader buy/sell decision by the executive.