Sec Form 4 Filing - JESSELSON MICHAEL G @ XPO, Inc. - 2024-01-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JESSELSON MICHAEL G 2. Issuer Name and Ticker or Trading Symbol XPO, Inc. [ XPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O XPO, INC., FIVE AMERICAN LANE 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2024 (Street) GREENWICH, CT06831 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/02/2024 M 5,480 A $ 0 43,451 D ( 1 ) Common Stock 201,001 I See footnote ( 2 ) Common Stock 6,000 I See footnote ( 3 ) Common Stock 8,000 I See footnote ( 4 ) Common Stock 8,000 I See footnote ( 5 ) Common Stock 8,000 I See footnote ( 6 ) Common Stock 21,057 I See footnote ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 8 ) 01/02/2024 M 5,480 ( 9 ) ( 9 ) Common Stock 5,480 $ 0 0 D Restricted Stock Unit ( 8 ) 01/02/2024 A 2,160 ( 10 ) ( 10 ) Common Stock 2,160 $ 0 2,160 D Restricted Stock Unit ( 8 ) ( 11 ) ( 11 ) Common Stock 5,446 5,446 D Restricted Stock Unit ( 8 ) ( 12 ) ( 12 ) Common Stock 10,442 10,442 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JESSELSON MICHAEL G C/O XPO, INC. FIVE AMERICAN LANE GREENWICH, CT06831 X Signatures /s/ Wendy Cassity, Attorney-in-Fact 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )5,000 of these securities are held in an individual retirement account of Michael G. Jesselson. ( 2 )The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts. ( 3 )Michael G. Jesselson's spouse is the direct beneficial owner of these securities. ( 4 )These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. ( 5 )These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. ( 6 )These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. ( 7 )The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of the trust. ( 8 )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. ( 9 )These RSUs vested in full on January 2, 2024. ( 10 )The RSUs shall vest in full on January 2, 2025, subject to the Reporting Person's continued service as a director of the Issuer. ( 11 )The RSUs vested in full on January 2, 2019 and are subject to a deferral election. On March 23, 2023, the Board of Directors of the Issuer terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after April 1, 2024 and not later than March 31, 2025. ( 12 )The RSUs vested in full on January 3, 2018 and are subject to a deferral election. On March 23, 2023, the Board of Directors of the Issuer terminated the deferral and accelerated the payment of the RSUs to as soon as practicable after April 1, 2024 and not later than March 31, 2025.

Remarks: See Exhibit 24, Power of Attorney, attached.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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