RXO (NYSE: RXO) CEO awarded RSUs with tax share withholding

Rhea-AI Filing Summary

RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported equity compensation activity and related tax withholding. He received a grant of 219,003 Restricted Stock Units (RSUs), each representing a right to one share of common stock or cash equal to its fair market value. These RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally contingent on his continued employment.

Wilkerson also exercised 80,867 RSUs, which converted into the same number of common shares. Of those shares, 35,379 were withheld by RXO at $14.66 per share to cover tax liabilities tied to the vesting, and the filing states no shares were sold in the market or through discretionary transactions. The filing notes an additional 219,003 performance-based RSUs at target that may vest depending on RXO’s total shareholder return versus the S&P Transportation Select Industry Index, to be reported when the earned amount is determined.

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

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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^*

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)
02/23/2026

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	02/23/2026		M		80,867	A	$0	85,598	D
Common Stock	02/23/2026		F(1)		35,379	D(1)	$14.66	50,219	D
Common Stock								7,775	I	By Trust
Common Stock								271,767	I	See footnote(2)

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	(3)	02/23/2026		M			80,867	(4)	(4)	Common Stock	80,867	$0	525,100	D
Restricted Stock Unit	(3)	02/24/2026		A		219,003		(4)	(4)	Common Stock	219,003	$0	744,103(5)	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. The shares are held by a limited liability company that is controlled by the Reporting Person.

3. 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.

4. 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.

5. The Reporting Person was also awarded 219,003 Performance Based Restricted Stock Units at target level, which will be eligible to vest depending on the achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index and will be reported when the number of shares earned is determined.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did RXO (RXO) CEO Andrew Wilkerson receive?

Andrew Wilkerson received a grant of 219,003 Restricted Stock Units. Each RSU represents a right to one RXO common share or equivalent cash, vesting in three equal annual installments contingent on his continued employment with the company through each vesting date.

How do Andrew Wilkerson’s new RXO RSUs vest over time?

The 219,003 RSUs awarded to Andrew Wilkerson vest in three equal annual installments. Vesting occurs on the first, second and third anniversaries of the grant date, generally requiring that he remain employed by RXO through each respective vesting date.

What RSU exercises and tax withholdings did RXO’s CEO report?

Andrew Wilkerson exercised 80,867 Restricted Stock Units into the same number of RXO common shares. Of those, 35,379 shares were withheld by the company at $14.66 per share solely to satisfy tax liabilities related to the vesting, with no open-market sales.

Did the RXO CEO sell any shares in this Form 4 filing?

The filing specifically states no shares were sold by Andrew Wilkerson. Shares reported as a disposition were withheld by RXO to cover tax liabilities from RSU vesting, with no discretionary transactions or open‑market sales associated with these reported entries.

What performance-based RSUs were disclosed for RXO CEO Andrew Wilkerson?

Andrew Wilkerson was awarded 219,003 performance-based RSUs at target level. These units may vest depending on RXO’s total shareholder return compared with the S&P Transportation Select Industry Index, and will be reported when the final number of earned shares is determined.

How are Andrew Wilkerson’s RSUs in RXO settled according to the filing?

Each RSU gives Andrew Wilkerson a contingent right to either one RXO common share or a cash payment equal to the fair market value of one share upon settlement, as described in the filing’s footnotes regarding RSU terms.