RXO (NYSE: RXO) CFO reports RSU vesting with shares withheld for taxes

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Form Type

Rhea-AI Filing Summary

RXO, Inc. Chief Financial Officer James E. Harris reported routine equity compensation activity involving restricted stock units that vested and settled as originally scheduled. On this date, 12,989 RSUs converted into 12,989 shares of common stock, increasing his direct common stock holdings.

To cover tax liabilities from this vesting, 5,643 shares of common stock were withheld by the company at a price of $13.23 per share, and no shares were sold in the market. Following these transactions, Harris directly held 130,131 shares of RXO common stock.

Insider Trade Summary

12,989 shares exercised/converted

Mixed 3 txns

Insider HARRIS JAMES E

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	12,989	$0.00	--
Exercise	Common Stock	12,989	$0.00	--
Tax Withholding	Common Stock	5,643	$13.23	$75K

Holdings After Transaction: Restricted Stock Unit — 239,655 shares (Direct); Common Stock — 135,774 shares (Direct)

Footnotes (1)

No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled as originally scheduled, and there were no related discretionary transactions or open market sales. Each 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. The RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

03/24/2026 - 04:33 PM

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HARRIS JAMES E

(Last)

(First)

(Middle)

C/O RXO, INC.

11215 NORTH COMMUNITY HOUSE ROAD

(Street)

CHARLOTTE

NORTH CAROLINA

28277

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
RXO, Inc. [ RXO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/22/2026		M		12,989	A	$0	135,774	D
Common Stock	03/22/2026		F⁽¹⁾		5,643	D⁽¹⁾	$13.23	130,131	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	03/22/2026		M			12,989	⁽³⁾	⁽³⁾	Common Stock	12,989	$0	239,655	D

Explanation of Responses:

1. No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled as originally scheduled, and there were no related discretionary transactions or open market sales.

2. Each 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.

3. The RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	03/24/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RXO (RXO) disclose for CFO James E. Harris?

RXO disclosed that CFO James E. Harris had 12,989 restricted stock units vest and convert into common shares. The event reflects scheduled equity compensation vesting, with part of the resulting shares withheld to satisfy tax obligations rather than sold on the open market.

How many RXO (RXO) shares did the CFO receive from RSU vesting?

The CFO received 12,989 RXO common shares from the vesting and settlement of 12,989 restricted stock units. Each RSU represented a right to one share or its cash value, delivered upon vesting under the company’s equity compensation terms.

Were any RXO (RXO) shares sold by the CFO in this Form 4 filing?

No shares were sold by the CFO. Footnotes specify that 5,643 shares were withheld by RXO to fund tax liabilities from the RSU vesting. This tax-withholding disposition is not an open-market sale or discretionary trading decision.

How many RXO (RXO) shares were withheld for taxes in the CFO’s transaction?

RXO withheld 5,643 common shares from the CFO at a price of $13.23 per share to cover tax liabilities. This withholding is a standard mechanism for satisfying taxes on equity awards rather than a voluntary market sale of stock.

What are the CFO’s RXO (RXO) direct common stock holdings after this Form 4?

After the vesting and related tax withholding, the CFO directly holds 130,131 RXO common shares. This figure reflects the net position following conversion of 12,989 restricted stock units and withholding of 5,643 shares to satisfy associated tax obligations.

How do RXO (RXO) restricted stock units work in this CFO transaction?

Each restricted stock unit represents a contingent right to receive either one RXO common share or its cash value upon settlement. In this case, 12,989 RSUs vested as scheduled and were settled in common stock, triggering the related tax-withholding share disposition.