XPO, Inc. — Director's Dealing 2023

Jan 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO, Inc. (XPO)
CIK: 0001166003
Period of Report: 2023-01-03

Reporting Person: Aiken Jason W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-03	Restricted Stock Unit	$	A	5480	Acquired		Common Stock, par value $0.001 per share (5480.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	920	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock, par value $0.001 per share (4040.0)	4040	Direct

Footnotes

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: The RSUs shall vest in full on January 2, 2024, subject to the Reporting Person's continued service as a director of the Issuer.

F3: The RSUs vested in full on January 3, 2023 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

F4: Reflects previously granted RSUs with adjustments to the number of shares of Common Stock underlying such RSUs to maintain the economic value of the shares of Common Stock underlying the RSUs prior to the Issuer's spin-off of its tech-enabled brokered transportation platform on November 1, 2022 (the "Spin-off"). These previously granted RSUs have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off.