Harik Mario A 4

4 · XPO, Inc. · Filed Mar 17, 2026

AI-generated summary of this filing

Updated Mar 17, 2026

XPO CEO Mario Harik Exercises RSUs, Sells Shares to Cover Taxes

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.

Form 4

Period: 2026-03-15

DirectorChief Executive Officer

Transactions

Exercise/Conversion
Common Stock
2026-03-15+24,781→ 514,788 total
Tax Payment
Common Stock
2026-03-15$181.71/sh−11,983$2,177,431→ 502,805 total
Exercise/Conversion
Restricted Stock Unit
[F1][F2]
2026-03-15−13,789→ 0 total
→ Common Stock (13,789 underlying)
Exercise/Conversion
Restricted Stock Unit
[F1][F3]
2026-03-15−5,418→ 5,417 total
→ Common Stock (5,418 underlying)
Exercise/Conversion
Restricted Stock Unit
[F1][F4]
2026-03-15−5,574→ 11,147 total
→ Common Stock (5,574 underlying)

Footnotes (4)

[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]These RSUs vested in full on March 15, 2026.
[F3]These RSUs vest in two equal annual installments on March 15, 2026 and March 15, 2027, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.
[F4]These RSUs vest in three equal annual installments on March 15, 2026, March 15, 2027 and March 15, 2028, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Signature

/s/ Wendy Cassity, Attorney-in-Fact|2026-03-17

1 file