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

Financial Analyst

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.

Corporate Governance Expert

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.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARRIS JAMES E

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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	09/26/2025		M		64,130	A	$0	131,416	D
Common Stock	09/26/2025		F(1)		28,025	D(1)	$14.94	103,391	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)	09/26/2025		M			64,130	(3)	(3)	Common Stock	64,130	$0	233,598(4)	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 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.

4. Includes 18,446 RSUs previously reported separately in Table II in the Reporting Person's Form 4 filed on March 4, 2025.

Remarks:

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	09/30/2025
	** 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 CFO Harris James E report on Form 4 (RXO)?

The CFO reported RSU vesting on 09/26/2025 resulting in 64,130 shares issued and 28,025 shares withheld for tax withholding at $14.94 per share.

Were any open-market sales reported by the insider in this Form 4?

No. The filing states there were no related discretionary transactions or open market sales; withheld shares were used to fund tax liability.

How many shares does the reporting person beneficially own after the transactions?

Following the reported transactions the filing shows 131,416 shares beneficially owned directly and 233,598 shares when including underlying RSUs.

What is the vesting schedule referenced in the Form 4?

The RSUs "vest in installments on the first five anniversaries of the grant date," subject to continued employment through each vesting date.

Does the Form 4 show any shares sold to the market to cover taxes?

No. The Form 4 explains shares were withheld by the issuer to fund tax liability, not sold in the open market.