RXO (RXO) CLO converts RSUs, 11,172 shares withheld for taxes

Rhea-AI Filing Summary

RXO, Inc. reported that Chief Legal Officer Jeffrey D. Firestone settled vested Restricted Stock Units (RSUs) into common stock. On 2026-08-22, 25,716 RSUs were exercised into 25,716 shares of RXO common stock. In connection with this vesting and settlement, 11,172 shares of common stock were withheld by RXO at $22.54 per share to fund the related tax liability; no shares were sold in the market and there were no discretionary transactions or open-market sales. Following the RSU conversion, Firestone directly holds 109,178 RSUs representing additional contingent rights to common stock or cash.

Insider Trade Summary

Net Buyer: 14,544 shares

Net Buy 3 txns

Insider Firestone Jeffrey D.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F2, F3	25,716	$0.00	$0.00
Exercise	Common Stock	25,716	$0.00	$0.00
Tax Withholding	Common Stock F1	11,172	$22.54	$252K

Holdings After Transaction: Restricted Stock Unit — 109,178 shares (Direct); Common Stock — 117,276 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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. F3. The RSUs vest on the first five anniversaries of the grant date, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

Key Figures

RSUs exercised: 25,716 RSUs Shares withheld for taxes: 11,172 shares Withholding price per share: $22.54 per share +2 more

5 metrics

RSUs exercised 25,716 RSUs RSUs converted into common stock on 2026-08-22

Shares withheld for taxes 11,172 shares Common shares withheld to fund tax liability on 2026-08-22

Withholding price per share $22.54 per share Price used for shares withheld for tax liability

RSUs held after transaction 109,178 RSUs Direct RSU holdings following the reported RSU conversion

RSU vesting schedule First five anniversaries of the grant date RSUs vest annually over five years, subject to continued employment

Key Terms

Restricted Stock Unit, vesting and settlement, tax liability, contingent right

4 terms

Restricted Stock Unit financial

"These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

vesting and settlement financial

"to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units"

tax liability financial

"These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement"

contingent right financial

"Each RSU represents a contingent right to receive, upon settlement, either (i) one share"

FAQ

What insider transaction did RXO (RXO) disclose for Jeffrey D. Firestone?

RXO disclosed that Chief Legal Officer Jeffrey D. Firestone settled 25,716 Restricted Stock Units into 25,716 shares of common stock on 2026-08-22, as part of a scheduled RSU vesting and settlement.

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

No. The filing states that no shares were sold by the reporting person. 11,172 shares were withheld by RXO solely to fund tax liability from the RSU vesting and settlement, with no discretionary or open-market sales.

How many RXO (RXO) shares were withheld for taxes in this transaction?

RXO withheld 11,172 shares of common stock at $22.54 per share to fund the tax liability related to Jeffrey D. Firestone’s RSU vesting and settlement on 2026-08-22.

What RSU position does Jeffrey D. Firestone have after the reported RXO (RXO) transaction?

After the reported transaction, Jeffrey D. Firestone directly holds 109,178 Restricted Stock Units (RSUs), each representing a contingent right to one share of RXO common stock or a cash payment equal to its fair market value.

How do the reported RSUs for RXO (RXO) vest for Jeffrey D. Firestone?

The filing states that the RSUs vest on the first five anniversaries of the grant date, generally subject to Jeffrey D. Firestone’s continued employment with RXO through each applicable vesting date.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 04:31 PM Accepted by SEC EDGAR 08/25/2026 - 04:31 PM 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^*

Firestone Jeffrey D.

(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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2026

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	08/22/2026		M		25,716	A	$0	128,448	D
Common Stock	08/22/2026		F(1)		11,172	D(1)	$22.54	117,276	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)	08/22/2026		M			25,716	(3)	(3)	Common Stock	25,716	$0	109,178	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 on the first five 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	08/25/2026
	** 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)