Brown Christopher Michael 4

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.