XPO CEO Mario Harik Sells Shares to Cover Taxes After RSU Vest

What Happened

• Mario Harik, CEO of XPO Inc. (XPO), had 345,742 restricted stock units (RSUs vest) converted/settled on Aug 7, 2026. To satisfy tax withholding, 167,167 shares were disposed at $202.58 each, resulting in proceeds of $33,864,691. The filing shows the RSUs vested (award/settlement) and the corresponding shares were issued and partially withheld/sold for taxes.

Key Details

• Transaction date: 2026-08-07 (reported same day)
• Vesting/settlement: 345,742 RSUs certified vested (granted Aug 5, 2022; performance criteria met Aug 7, 2026, effective Aug 5, 2026) — see footnote F2
• Tax withholding/sale: 167,167 shares disposed at $202.58 for $33,864,691 (code F = payment of exercise price or tax liability)
• Net newly issued shares retained after withholding: 345,742 − 167,167 = 178,575 shares (calculated from the filing)
• Shares owned after transaction: not disclosed in this Form 4
• Footnote F1: RSUs may settle in shares or cash; this filing reflects share settlement and withholding
• Filing timeliness: reported on 2026-08-07 (not indicated as late)

Context

• This was a routine RSU vesting and tax-withholding transaction, not an open-market directional purchase or sale for investment purposes. The IRS/withholding sale (code F) is commonly used to satisfy tax obligations when equity awards vest. The filing also includes derivative/settlement reporting lines reflecting conversion of RSUs into shares.