[Form 4/A] RXO, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

RXO, Inc. director reported an open-market purchase of 9,350 shares of common stock on 11/17/2025 at a weighted average price of $10.75, bringing direct ownership to 91,137 shares.

The filing also shows beneficial ownership of restricted stock units (RSUs), including 7,745 RSUs that vest in full on January 2, 2026, and 126,260 RSUs that have vested and are subject to a deferral election. Each RSU represents the right to receive either one share of RXO common stock or a cash amount equal to its fair market value upon settlement.

The amendment was made solely to voluntarily include the director’s beneficial ownership of RSUs reported in Table II.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Kingshott Adrian

(Last) (First) (Middle)

C/O RXO, INC.

11215 NORTH COMMUNITY HOUSE ROAD

(Street)

CHARLOTTE NC 28277

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/19/2025

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/17/2025		P		9,350	A	$10.75(1)	91,137	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)							(3)	(3)	Common Stock	7,745		7,745	D
Restricted Stock Unit	(2)							(4)	(4)	Common Stock	126,260		126,260(4)	D

Explanation of Responses:

1. The purchase price ranged from $10.74 to $10.76, with a weighted average purchase price of $10.75. Upon request, the Reporting Person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

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 shall vest in full on January 2, 2026, subject to the Reporting Person's continued service as a director of the Issuer.

4. The RSUs vested in full 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.

Remarks:

This Form 4 was amended solely to voluntarily include the Reporting Person's beneficial ownership of securities reported in Table II.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	11/19/2025
	** 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.

FAQ

What insider transaction did RXO (RXO) report in this Form 4/A?

The director reported buying 9,350 shares of RXO common stock on 11/17/2025 in an open-market transaction at a weighted average price of $10.75 per share.

How many RXO shares does the reporting person own after the transaction?

After the reported purchase, the director beneficially owns 91,137 shares of RXO common stock in direct form.

What RSU awards are disclosed for the RXO director in this filing?

The filing shows 7,745 restricted stock units (RSUs) and an additional 126,260 RSUs, each representing a right to receive either one RXO share or cash equal to its fair market value upon settlement.

When do the RXO restricted stock units reported here vest?

The 7,745 RSUs are scheduled to vest in full on January 2, 2026, subject to the director’s continued service. The 126,260 RSUs have already vested and are subject to a deferral election.

What does it mean that some RXO RSUs are subject to a deferral election?

For the 126,260 vested RSUs, delivery of RXO common stock is deferred. The shares will be delivered to the director according to the terms of the deferral election described in the award documents.

Why was this RXO Form 4/A amended?

The amendment was made solely to voluntarily include the director’s beneficial ownership of the derivative securities (RSUs) reported in Table II.