XPO, Inc. — Director's Dealing 2024

Dec 31, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XPO, Inc. (XPO)
CIK: 0001166003
Period of Report: 2024-12-31

Reporting Person: BRADLEY S JACOBS (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-31	Common Stock	M	1174495	—	Acquired	1589983	Direct
2024-12-31	Common Stock	F	544261	$131.15	Disposed	1045722	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-31	Restricted Stock Unit	$	M	1174495	Disposed		Common Stock (1174495)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1300701	Indirect

Footnotes

F1: Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Brad Jacobs is the Managing Member of Jacobs Private Equity, LLC.

F2: 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.

F3: In 2018 and 2019, the Reporting Person was granted performance-based restricted stock unit ("PSU") awards. On November 1, 2022, the Issuer completed a distribution of all of the outstanding shares of common stock of RXO, Inc. ("RXO") to the Issuer's stockholders (the "Distribution"). Contingent upon and effective as of the completion of the Distribution, the PSU awards were converted into a single time-based vesting RSU award. The RSU award vested in full on the transaction date and was initially reported on a Form 4 filed on November 3, 2022. The after-tax shares received upon settlement of the RSU award are subject to a lock up which prohibits transfers of such shares through December 31, 2025.