RXO insider updates indirect ownership to 271,767 shares after transfer

Rhea-AI Filing Summary

RXO, Inc. (RXO) reported an insider ownership update. The Chief Executive Officer and director filed a Form 4 for an estate-planning transfer dated 10/15/2025, reflecting a movement of indirect interests via a limited liability company to family trusts. The entry shows a transaction code “G” and a $0 price.

Following the reported activity, the reporting person shows 271,767 shares of RXO common stock beneficially owned indirectly. According to the footnotes, the shares are held by a limited liability company controlled by the reporting person, and prior transfers were made in accordance with Rule 16a-13.

Insider Trade Summary

0 shares gifted

Mixed 1 txn

Insider Wilkerson Andrew M.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Gift	Common Stock	0	$0.00	--

Holdings After Transaction: Common Stock — 271,767 shares (Indirect, See footnote.)

Footnotes (1)

1. On October 15, 2025, for estate planning purposes, the Reporting Person transferred indirect interests in a limited liability company that is controlled by the Reporting Person to family trusts for which the Reporting Person serves as investment advisor. Reflects the prior transfer of the shares by the Reporting Person to a limited liability company that is controlled by the Reporting Person in accordance with the exemption under Rule 16a-13. The shares are held by a limited liability company that is controlled by the Reporting Person.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Wilkerson Andrew M.

(Last) (First) (Middle)

C/O RXO, INC.

11215 N. 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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2025

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

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	10/15/2025		G(1)		0	D	$0	271,767	I(2)	See footnote.(3)

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

Explanation of Responses:

1. On October 15, 2025, for estate planning purposes, the Reporting Person transferred indirect interests in a limited liability company that is controlled by the Reporting Person to family trusts for which the Reporting Person serves as investment advisor.

2. Reflects the prior transfer of the shares by the Reporting Person to a limited liability company that is controlled by the Reporting Person in accordance with the exemption under Rule 16a-13.

3. The shares are held by a limited liability company that is controlled by the Reporting Person.

Remarks:

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	10/17/2025
	** 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 did RXO (RXO) disclose in this Form 4?

An insider reported an estate-planning transfer on 10/15/2025 involving indirect interests moved to family trusts via an LLC.

Who is the reporting person in RXO’s Form 4?

The reporting person is RXO’s Chief Executive Officer and a director.

How many RXO shares are beneficially owned after the transaction?

The filing shows 271,767 shares beneficially owned indirectly following the reported transaction.

What does the filing say about how the shares are held?

The shares are held by a limited liability company controlled by the reporting person.

What is the transaction code noted in the Form 4?

The transaction is reported with code G (Instr. 8) and a $0 price entry.

Was this transfer part of estate planning?

Yes. The footnotes state it was for estate planning purposes and involved transfers to family trusts.