RXO, Inc. (RXO) director discloses RSU grant and 7,745-share acquisition

Rhea-AI Filing Summary

RXO, Inc. reported that one of its directors completed several equity transactions on January 2, 2026. The director acquired 7,745 shares of common stock at a stated price of $0 through the exercise of derivative awards and, after this transaction, directly held 283,161 common shares.

On the same date, the director was granted 14,517 restricted stock units (RSUs), each representing a right to receive either one share of common stock or a cash amount equal to its fair market value. These RSUs are scheduled to vest in full on January 2, 2027, subject to continued service as a director. A prior RSU award covering 7,745 units vested on January 2, 2026, resulting in the corresponding common shares being issued.

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

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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^*

Cooper Troy A.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		M		7,745	A	$0	283,161	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	(1)	01/02/2026		A		14,517		(2)	(2)	Common Stock	14,517	$0	22,262	D
Restricted Stock Unit	(1)	01/02/2026		M			7,745	(3)	(3)	Common Stock	7,745	$0	14,517	D

Explanation of Responses:

1. 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.

2. The RSUs shall vest in full on January 2, 2027, subject to the Reporting Person's continued service as a director of the Issuer.

3. The RSUs vested on January 2, 2026.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	01/06/2026
	** 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).
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FAQ

What insider transaction did RXO (RXO) report on January 2, 2026?

A director of RXO, Inc. reported acquiring 7,745 shares of common stock at a stated price of $0 through the exercise of derivative awards and updated their holdings accordingly.

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

Following the reported transaction, the director directly beneficially owns 283,161 shares of RXO common stock, as disclosed in the filing.

What new RSU grant did the RXO director receive?

The director received a grant of 14,517 restricted stock units (RSUs). Each RSU represents a right to receive either one share of RXO common stock or a cash payment equal to its fair market value upon settlement.

When do the newly granted RXO RSUs vest?

The 14,517 RSUs granted to the director are scheduled to vest in full on January 2, 2027, subject to the director’s continued service on RXO’s board.

What happened to the RXO RSUs that vested on January 2, 2026?

A prior award of 7,745 RSUs vested on January 2, 2026. Upon vesting, these RSUs were settled into 7,745 shares of RXO common stock at a stated price of $0.

What does each RXO RSU represent for the reporting director?

Each RSU represents a contingent right to receive, upon settlement, either one share of RXO common stock or a cash payment equal to the fair market value of one share.