[Form 4] RXO, Inc. Insider Trading Activity

Rhea-AI Filing Summary

RXO, Inc. — Form 4 insider transaction

A company director reported transactions on November 7, 2025. The filing shows a purchase of 20,308 shares of common stock at $12.37 per share, held indirectly by a trust. The director also reported transfers coded “G” for no consideration, moving 36,508 shares from the trust and 13,034 shares from direct ownership.

Per the explanation, the director transferred an aggregate of 49,542 shares to a grantor retained annuity trust (GRAT), where the director is trustee and sole beneficiary. Following these transactions, 49,542 shares were listed as indirectly owned by the GRAT.

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^*

Szlosek Thomas 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)
11/07/2025

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	11/07/2025		P		20,308	A	$12.37	36,508	I	By Trust
Common Stock	11/07/2025		G		36,508	D	$0	0	I(1)	By Trust
Common Stock	11/07/2025		G		13,034	D	$0	0	D(1)
Common Stock								49,542	I(1)	By GRAT

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 November 7, 2025, the Reporting Person transferred an aggregate of 49,542 shares of the Issuer's common stock to a grantor retained annuity trust (the "GRAT") for no consideration. The Reporting Person is trustee and the sole beneficiary of the GRAT.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	11/12/2025
	** 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 on this Form 4?

A director purchased 20,308 shares at $12.37 and transferred an aggregate of 49,542 shares to a GRAT on November 7, 2025.

How many RXO shares did the director buy and at what price?

The director bought 20,308 shares of common stock at $12.37 per share.

How many RXO shares were transferred and to whom?

An aggregate of 49,542 shares were transferred for no consideration to a grantor retained annuity trust (GRAT).

What is the director’s post-transaction RXO ownership?

Post-transaction, 49,542 shares are listed as indirectly owned by the GRAT.

Were any of the RXO transfers made for consideration?

No. The filing shows code G transactions and states the transfers were for no consideration.

What roles does the director have in the GRAT?

According to the filing, the director is the trustee and the sole beneficiary of the GRAT.