RXO (RXO) legal chief converts RSUs as shares withheld to cover taxes

Rhea-AI Filing Summary

RXO, Inc. Chief Legal Officer Jeffrey D. Firestone reported equity award activity involving Restricted Stock Units and common stock. On February 28, 2026, he exercised or converted 8,957 Restricted Stock Units, receiving an equivalent 8,957 shares of common stock.

To cover tax liabilities from this vesting and settlement, 3,891 common shares were withheld by RXO at a price of $15.96 per share. The filing states that no shares were sold by Firestone, and there were no discretionary or open‑market transactions. After these events, he directly held 96,075 common shares and 146,665 Restricted Stock Units.

Insider Trade Summary

8,957 shares exercised/converted

Mixed 3 txns

Insider Firestone Jeffrey D.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	8,957	$0.00	--
Exercise	Common Stock	8,957	$0.00	--
Tax Withholding	Common Stock	3,891	$15.96	$62K

Holdings After Transaction: Restricted Stock Unit — 146,665 shares (Direct); Common Stock — 99,966 shares (Direct)

Footnotes (1)

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.

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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^*

Firestone Jeffrey D.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		M		8,957	A	$0	99,966	D
Common Stock	02/28/2026		F(1)		3,891	D(1)	$15.96	96,075	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)	02/28/2026		M			8,957	(3)	(3)	Common Stock	8,957	$0	146,665	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	03/03/2026
	** 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.

FAQ

What insider transactions did RXO (RXO) report for Jeffrey D. Firestone?

RXO’s Chief Legal Officer Jeffrey D. Firestone exercised 8,957 Restricted Stock Units into 8,957 common shares. To satisfy tax obligations on this vesting, 3,891 common shares were withheld by RXO, with no discretionary or open‑market sales reported in the filing.

Did the RXO (RXO) insider sell any shares in this Form 4 filing?

The filing states that no shares were sold by the insider. Instead, 3,891 common shares were withheld by RXO solely to fund tax liabilities related to the vesting and settlement of Restricted Stock Units, with no discretionary or open‑market transactions reported.

How many RXO (RXO) shares did Jeffrey D. Firestone acquire through RSU conversion?

Jeffrey D. Firestone acquired 8,957 RXO common shares through the exercise or conversion of 8,957 Restricted Stock Units. Each RSU represents a contingent right to receive either one share of common stock or a cash payment equal to its fair market value upon settlement.

What are the vesting terms for RXO (RXO) Restricted Stock Units held by the insider?

RXO Restricted Stock Units vest in three equal annual installments on the first, second, and third anniversaries of the grant date. Vesting generally requires the reporting person to remain employed by RXO through each applicable vesting date, according to the filing footnotes.

What are Jeffrey D. Firestone’s RXO (RXO) holdings after the reported Form 4 transactions?

After the reported transactions, Jeffrey D. Firestone directly held 96,075 RXO common shares and 146,665 Restricted Stock Units. These positions reflect the RSU conversion into shares and the issuer’s share withholding to cover tax liabilities associated with the vesting event.

How were taxes handled for the RXO (RXO) insider’s RSU vesting event?

Taxes were covered by RXO withholding 3,891 common shares from the vested amount at $15.96 per share. The filing clarifies this withholding funded tax liabilities related to the RSU vesting, with no discretionary trading or open‑market sales by the insider.