RXO (NYSE: RXO) CAO reports RSU vesting and tax withholding, no sales

Rhea-AI Filing Summary

RXO, Inc. Chief Accounting Officer Jason S. Kerr reported routine equity compensation activity. On March 22, 2026, 2,030 Restricted Stock Units were exercised and settled into 2,030 shares of common stock, increasing his direct common stock holdings to 49,325 shares before tax withholding.

To cover tax obligations from this vesting, 882 shares of common stock were withheld by RXO at a price of $13.23 per share, reducing Kerr’s direct holdings to 48,443 shares. Footnotes clarify that no shares were sold by Kerr in the market and there were no discretionary or open‑market transactions. After these transactions, he also holds 8,982 RSUs, which vest in three equal annual installments subject to continued employment.

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^*

Kerr Jason S.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2026

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	03/22/2026		M		2,030	A	$0	49,325	D
Common Stock	03/22/2026		F(1)		882	D(1)	$13.23	48,443	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)	03/22/2026		M			2,030	(3)	(3)	Common Stock	2,030	$0	8,982	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, Attorney-in-Fact	03/24/2026
	** 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)

FAQ

What insider transactions did RXO (RXO) Chief Accounting Officer Jason Kerr report?

Jason Kerr reported the vesting and settlement of 2,030 Restricted Stock Units into common shares and a related tax withholding of 882 shares. These actions reflect routine equity compensation rather than any open-market buying or selling of RXO stock.

Were any RXO (RXO) shares sold on the open market in this Form 4?

No. Footnotes state that no shares were sold by Jason Kerr. The 882 shares shown as an F-code disposition were withheld by RXO solely to fund tax liabilities from RSU vesting, not discretionary or open-market sales.

How many RXO (RXO) shares does Jason Kerr hold after these transactions?

After the RSU settlement and tax withholding, Jason Kerr directly holds 48,443 shares of RXO common stock. In addition, he holds 8,982 Restricted Stock Units, which represent contingent rights to receive stock or cash upon future vesting and settlement.

What happened to the 2,030 Restricted Stock Units reported for RXO (RXO)?

The 2,030 RSUs vested and were settled as originally scheduled into an equal number of RXO common shares. This is recorded as an M-code derivative exercise and reflects planned equity compensation rather than a market purchase of shares.

How are Jason Kerr’s remaining RXO (RXO) RSUs structured after this Form 4?

Kerr has 8,982 RSUs outstanding. Each RSU represents a right to receive either one RXO common share or cash equal to its fair market value. These RSUs vest in three equal annual installments, generally conditioned on his continued employment with RXO.