Cassity Wendy 4

What Happened

• Wendy Cassity, Chief Legal Officer of XPO, had restricted stock units (RSUs) convert into 10,734 shares on March 15, 2026 (reported on Form 4 filed March 17, 2026). To satisfy tax withholding, 5,192 shares were surrendered/disposed at $181.71 per share, totaling $943,438. The RSU conversions are reported as derivative exercises (code M) and the tax withholding as a payment of tax liability (code F).

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely within the two-business-day window).
• Conversion: 10,734 shares acquired via RSU settlement (exercise/conversion, $0 exercise price).
• Tax withholding/disposition: 5,192 shares disposed at $181.71 each for $943,438 (code F).
• Additional derivative entries show conversions in three tranches (8,791; 968; 975 shares) that together equal the 10,734 shares converted.
• Shares owned after the transactions are not specified in the provided excerpt of the filing.
• Footnotes: F1–F4 explain that these were RSUs (contingent rights to receive shares or cash) with different vesting schedules—some vested in full on March 15, 2026, while others vested as the first installment of multi-year schedules.

Context

• This was an RSU vesting/settlement event, not an open-market purchase or voluntary sale for investment reasons. The conversion of RSUs to shares commonly results in share withholding or surrender to cover tax liabilities (a routine, administrative action). The material cash amount reported ($943K) represents the tax withholding value, not a market sale for investment purposes.