RXO, Inc. (RXO) CEO nets shares after RSU vesting and tax withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. He exercised RSUs covering 92,931 shares of Common Stock, increasing his direct share ownership. To cover associated tax liability, 40,370 shares were withheld by the company at $19.59 per share, and footnotes state that no shares were sold in the market or through any discretionary transaction.
Following these transactions, Wilkerson directly held 162,558 shares of Common Stock. He also had indirect holdings of 271,767 shares through a limited liability company he controls and 7,775 shares held by a trust. After this vesting event, he continued to hold 545,481 RSUs, which vest in installments on the first five anniversaries of the grant date, generally conditioned on his continued employment.
Positive
- None.
Negative
- None.
Insider Trade Summary
92,931 shares exercised/converted
Mixed
5 txns
Insider
Wilkerson Andrew M.
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 92,931 | $0.00 | -- |
| Exercise | Common Stock | 92,931 | $0.00 | -- |
| Tax Withholding | Common Stock | 40,370 | $19.59 | $791K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Unit — 545,481 shares (Direct, null);
Common Stock — 202,928 shares (Direct, null);
Common Stock — 7,775 shares (Indirect, By Trust)
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. The shares are held by a limited liability company that is controlled by the Reporting Person. 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 installments on the first five anniversaries of the grant date, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.
Key Figures
RSUs exercised: 92,931 shares
Shares withheld for taxes: 40,370 shares at $19.59
Direct holdings after transaction: 162,558 shares
+3 more
6 metrics
RSUs exercised
92,931 shares
Common Stock received from RSU conversion on 2026-05-02
Shares withheld for taxes
40,370 shares at $19.59
Withheld by issuer to fund tax liability on vesting
Direct holdings after transaction
162,558 shares
Common Stock directly owned following Form 4 transactions
Indirect LLC holdings
271,767 shares
Held by a limited liability company controlled by the CEO
Indirect trust holdings
7,775 shares
Common Stock held by a trust
RSUs outstanding
545,481 RSUs
Restricted Stock Units remaining after reported vesting event
Key Terms
Restricted Stock Unit, tax liability, vesting and settlement, limited liability company, +1 more
5 terms
Restricted Stock Unit financial
"The security title is listed as "Restricted Stock Unit" with underlying Common Stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax liability financial
"shares were withheld by the Issuer to fund tax liability attributable to the vesting"
vesting and settlement financial
"tax liability attributable to the vesting and settlement of the Restricted Stock Units"
limited liability company financial
"The shares are held by a limited liability company that is controlled by the Reporting Person."
A limited liability company (LLC) is a business structure that separates the owners’ personal assets from the company’s debts and legal obligations, like a protective shield that keeps personal savings and property distinct from business risk. For investors, that protection reduces personal financial exposure and often brings flexible rules for profit sharing and taxes, but it can also affect how easily interests are bought or sold and how decisions are made.
contingent right financial
"Each RSU represents a contingent right to receive, upon settlement, either one share or cash."
FAQ
What did RXO (RXO) CEO Andrew Wilkerson report in this Form 4 filing?
Andrew Wilkerson reported routine equity compensation activity involving restricted stock units. He exercised RSUs into 92,931 RXO common shares and had 40,370 shares withheld by the company to cover tax obligations related to the vesting, with no open-market sales disclosed.
How many RXO (RXO) restricted stock units does the CEO still hold?
Following this vesting event, Andrew Wilkerson retained 545,481 RXO restricted stock units. Each RSU represents a contingent right to receive one RXO share or a cash amount equal to its fair market value upon settlement, subject to the stated vesting conditions.
How do the RXO (RXO) CEO’s RSUs vest over time?
The RSUs vest in installments on the first five anniversaries of the grant date. Vesting generally requires Andrew Wilkerson’s continued employment with RXO through each vesting date, aligning his long-term compensation with ongoing service and company performance over several years.