Note 12 – Equity Compensation

In June 2021, the Parent amended previously issued profit interest units with performance-based vesting conditions that were based on performance targets connected to the value received from change of control of the Parent. The vesting condition, as amended, is based on the average trading price of XPO Inc. common stock exceeding the IPO threshold price, as defined in the

agreement. The amendment of these units is treated as a modification with the compensation cost of the amended units of $18,127 recognized over the new estimated service period through November 2022.

In July and September 2021, the Company granted 821,308 shares underlying restricted stock units, at a weighted average grant-date fair value of $11.98 per share. Restricted stock units are valued at the Company’s closing stock price on the date of grant, and generally vest over a one- to three-year period. Compensation expense for restricted stock units is recognized on a straight-line basis. Total compensation expense, recognized for restricted stock units, was $783 for the three months and nine months ended September 30, 2021. At September 30, 2021, the Company had $9,059 of total unamortized compensation expense related to non-vested restricted stock units. That cost is expected to be recognized over a weighted-average period of 2.05 years.

In June 2021, phantom stock units previously issued by Club Pilates were canceled.