RXO Insider Filing: 64,130 RSUs Vested; 28,025 Withheld for Taxes
Rhea-AI Filing Summary
Harris James E, Chief Financial Officer of RXO, Inc., reported Section 16 transactions dated 09/26/2025. Restricted stock units (RSUs) vested and were settled as scheduled, resulting in 64,130 shares issued to the reporting person at no cash cost and increasing his direct holdings. The issuer withheld 28,025 shares (sold or retained by the company) to satisfy tax withholding obligations at a price of $14.94 per share, not through open market sales.
The filing states there were no discretionary transactions; the RSUs vest over five anniversaries and the reported totals include 18,446 RSUs previously reported on March 4, 2025. Following these transactions the reporting person beneficially owned 131,416 shares of common stock and, counting derivative RSUs, 233,598 shares underlying outstanding RSUs.
Positive
- 64,130 RSUs vested and were settled as scheduled, increasing the reporting person's direct holdings.
- No open-market sales or discretionary transactions occurred; withheld shares were used solely for tax withholding.
- Filing discloses prior reported RSUs (18,446) for clarity on cumulative holdings.
Negative
- 28,025 shares were withheld to satisfy tax withholding, reducing the number of newly issued shares the reporting person retained.
Insights
TL;DR: Scheduled RSU vesting increased insider holdings; withheld shares covered tax obligations, no open-market sales.
The Form 4 discloses routine compensation settlement rather than opportunistic trading. The vesting of 64,130 RSUs materially increased the CFO's direct beneficial stake to 131,416 shares, while 28,025 shares were withheld to satisfy tax withholding at $14.94 per share. These are non-disruptive, expected events tied to executive compensation schedules. The inclusion of 18,446 previously reported RSUs clarifies cumulative derivative holdings. For investors, this indicates retention via equity compensation rather than liquidity-driven selling.
TL;DR: Vesting follows standard compensation terms; withholding for taxes is disclosed and no unusual insider selling is reported.
The filing documents customary RSU vesting provisions: installments over five anniversaries contingent on continued employment. The issuer's share-withholding to cover tax liability is explicitly disclosed and the filer affirms no open-market sales or discretionary transactions. This transparency aligns with good governance practices for executive equity settlements. The overall pattern is consistent with retention incentives rather than signaling a change in insider conviction.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 64,130 | $0.00 | -- |
| Exercise | Common Stock | 64,130 | $0.00 | -- |
| Tax Withholding | Common Stock | 28,025 | $14.94 | $419K |
Footnotes (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. 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. The RSUs vest in installments 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. Includes 18,446 RSUs previously reported separately in Table II in the Reporting Person's Form 4 filed on March 4, 2025.
