RXO CEO reports 337,886-share gift transfer

RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported estate-planning share transfers and gifts of common stock.

Rhea-AI Filing Summary

RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported estate-planning share transfers and gifts of common stock. On May 15, 2026, entities associated with him made bona fide gifts totaling 337,886 shares of RXO common stock, recorded as non-market dispositions.

One gift of 168,943 shares involved indirectly held shares "by" an entity noted in the footnotes, leaving 430,475 shares reported as indirectly owned afterward. A second 168,943‑share gift came from direct holdings, with 7,775 shares directly owned afterward. A separate trust-related entry shows 3,850 shares held indirectly, and a footnote explains that direct versus indirect ownership classifications were corrected without changing total beneficial ownership.

Insider Trade Summary

337,886 shares gifted

Gift 3 txns

Insider Wilkerson Andrew M.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Gift	Common Stock	168,943	$0.00	$0.00
Gift	Common Stock	168,943	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 7,775 shares (Direct); Common Stock — 430,475 shares (Indirect, See footnote); Common Stock — 3,850 shares (Indirect, By Trust)

Footnotes (3)

1. F1. On May 15, 2026, for estate planning purposes, the Reporting Person transferred shares to a limited lability company that is controlled by the Reporting Person.
2. F2. The shares reported in Column 5 of Table I have been adjusted to correct a prior classification error with respect to direct and indirect ownership, and this adjustment did not impact the total number of shares reported as beneficially owned by the Reporting Person.
3. F3. The shares are held by a limited liability company that is controlled by the Reporting Person.

Key Figures

Total shares gifted: 337,886 shares Indirect gift: 168,943 shares Direct gift: 168,943 shares +4 more

7 metrics

Total shares gifted 337,886 shares Bona fide gifts on May 15, 2026

Indirect gift 168,943 shares Non-derivative bona fide gift, indirect ownership

Direct gift 168,943 shares Non-derivative bona fide gift, direct ownership

Indirect holdings after gift 430,475 shares Total shares following indirect gift transaction

Direct holdings after gift 7,775 shares Total shares following direct gift transaction

Trust holdings 3,850 shares Indirect ownership by trust as of May 15, 2026

Gift price per share $0.0000 per share Reported price for both bona fide gift transactions

Key Terms

bona fide gift, limited liability company, indirect ownership, beneficially owned, +1 more

5 terms

bona fide gift financial

"Each 168,943-share non-derivative transaction is coded as a bona fide gift."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

limited liability company financial

"Shares were transferred to a limited liability company 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.

indirect ownership financial

"Some common stock is reported as indirectly owned, including by trust and LLC."

beneficially owned financial

"A footnote states the adjustment did not change shares beneficially owned."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

estate planning purposes financial

"A footnote notes the May 15, 2026 transfer was for estate planning purposes."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did RXO (RXO) report for Andrew M. Wilkerson?

RXO reported that Chief Executive Officer Andrew M. Wilkerson was associated with bona fide gifts of 337,886 shares of common stock on May 15, 2026. These were non-market transfers recorded as gifts rather than open-market sales or purchases.

How many RXO shares were gifted in total in this Form 4 filing?

The filing reports bona fide gifts totaling 337,886 shares of RXO common stock. This came from two equal gifts of 168,943 shares each, one from indirectly held shares and one from directly held shares, both dated May 15, 2026.

What are Andrew M. Wilkerson’s RXO holdings after the reported gifts?

After the reported gifts, the filing shows 430,475 RXO common shares indirectly owned and 7,775 shares directly owned. An additional 3,850 shares are shown as indirectly held by a trust, reflecting corrected direct versus indirect classifications.

Were the RXO share transfers by Andrew M. Wilkerson open-market sales?

No, the transactions are coded as “G” for bona fide gift, meaning they are non-market transfers. The filing reports gift dispositions at a per-share price of 0.0000, indicating no sale proceeds or market trading were involved.

What estate planning action is described in the RXO Form 4 footnotes?

A footnote explains that on May 15, 2026, the reporting person transferred shares to a limited liability company controlled by him for estate planning purposes. Another footnote states these shares are held by that limited liability company.

Did the RXO Form 4 change the total beneficial ownership reported for Andrew M. Wilkerson?

One footnote states that shares reported in Column 5 were adjusted to correct a prior direct versus indirect ownership classification. It clarifies this adjustment did not change the total number of shares reported as beneficially owned by the reporting person.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:30 PM EDT Learn about SEC filing dates

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^*

Wilkerson Andrew M.

(Last) (First) (Middle)

C/O RXO, INC.

11215 N. COMMUNITY HOUSE ROAD

(Street)

CHARLOTTE NORTH CAROLINA 28277

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/15/2026		G(1)		168,943	D	$0	7,775(2)	D
Common Stock	05/15/2026		G(1)		168,943	A	$0	430,475(2)	I	See footnote(3)
Common Stock								3,850(2)	I	By Trust

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 May 15, 2026, for estate planning purposes, the Reporting Person transferred shares to a limited lability company that is controlled by the Reporting Person.

2. The shares reported in Column 5 of Table I have been adjusted to correct a prior classification error with respect to direct and indirect ownership, and this adjustment did not impact the total number of shares reported as beneficially owned by the Reporting Person.

3. The shares are held by a limited liability company that is controlled by the Reporting Person.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)