Harik Mario A 4

What Happened

• Mario A. Harik, CEO of XPO, had restricted stock units (RSUs) convert into 24,781 shares on March 15, 2026. The RSUs converted at no exercise price (reported $0.00).
• To satisfy tax withholding, 11,983 of those shares were surrendered/withheld at a per-share withholding value of $181.71, totaling $2,177,431.
• Net shares delivered to Harik after the withholding appear to be 12,798 shares (24,781 converted − 11,983 withheld). Several additional line items in the filing reflect the conversion/settlement of RSU tranches (reported as derivative exercises/dispositions at $0.00).

Key Details

• Transaction date: March 15, 2026. Form 4 filed March 17, 2026 (filed timely).
• Withholding/sale price used for tax: $181.71 per share; total tax withholding value $2,177,431.
• Shares acquired via conversion: 24,781; shares withheld for taxes: 11,983; net issued to insider: ~12,798.
• Footnotes: F1–F4 indicate these were RSUs (convertible to one share or cash), with some RSUs vesting in full on March 15, 2026 (F2) and others scheduled to vest in equal annual installments in 2026–2028 (F3, F4).
• Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = payment of exercise price/tax liability (shares withheld).

Context

• This appears to be a routine RSU vesting and tax-withholding settlement (not an open-market sale for investment purposes). RSU conversions have no exercise cost (reported $0.00) and are commonly subject to share withholding to cover taxes.
• Such withholding/surrender transactions are administrative and do not necessarily signal the insider’s view on the company’s stock.