Brown Christopher Michael 4

4 · XPO, Inc. · Filed Mar 12, 2026

AI-generated summary of this filing

Updated Mar 12, 2026

XPO Chief Accounting Officer Christopher Brown RSU Vesting, Tax Withholding

What Happened

Christopher Michael Brown, XPO's Chief Accounting Officer, had 5,904 restricted stock units (RSUs vest) that converted into common shares on March 10, 2026. Of those, 2,736 shares were surrendered/withheld to cover tax liabilities at $194.68 per share (total $532,644), resulting in a net issuance of 3,168 shares to Brown.
The filing shows the RSU grant/award (code A), conversion/exercise of the derivative (code M), and tax withholding (code F). No open‑market purchase or discretionary sale beyond the tax withholding was reported.

Key Details

Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (timely filing).
Gross RSUs vested: 5,904 shares; tax withholding: 2,736 shares at $194.68/share = $532,644; net shares issued: 3,168.
Footnotes: Each RSU is a contingent right to one share or cash. These RSUs were granted March 6, 2023 and vested after the Compensation & Human Capital Committee certified performance on March 10, 2026 (vesting effective March 6, 2026).
Shares owned after the transaction are not shown in the provided filing excerpt.

Context

This was a standard RSU vesting with net‑share settlement to satisfy taxes (common practice), not an open‑market sale or purchase that signals new intent. The F code indicates shares were withheld to cover the tax withholding obligation.

Form 4

Period: 2026-03-10

Chief Accounting Officer

Transactions

Exercise/Conversion
Common Stock
2026-03-10+5,904→ 37,363 total
Tax Payment
Common Stock
2026-03-10$194.68/sh−2,736$532,644→ 34,627 total
Award
Restricted Stock Unit
[F1][F2]
2026-03-10+5,904→ 5,904 total
→ Common Stock (5,904 underlying)
Exercise/Conversion
Restricted Stock Unit
[F1][F2]
2026-03-10−5,904→ 0 total
→ Common Stock (5,904 underlying)

Footnotes (2)

[F1]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.
[F2]On March 6, 2023, the Reporting Person was granted unvested RSUs, subject to the Issuer's satisfaction of certain predetermined performance criteria and the Reporting Person's continued employment with the Issuer. On March 10, 2026, the Compensation and Human Capital Committee of the Board of Directors of the Issuer certified that the performance criteria applicable to such RSUs had been satisfied, resulting in the vesting of 100% such RSUs effective March 6, 2026.

Signature

/s/ Wendy Cassity, Attorney-in-Fact|2026-03-12

1 file