[Form 4] RXO, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey D. Firestone, Chief Legal Officer of RXO, Inc., reported settlement of 17,262 restricted stock units (RSUs) on 08/31/2025. The Form 4 shows 7,544 shares were withheld by the issuer to satisfy the tax withholding obligation at a reported price of $16.33 per share; the filing states no shares were sold and there were no related discretionary transactions or open market sales. The RSUs were settled as originally scheduled under the issuer's plan.

The filing reports beneficial ownership amounts following the transactions: 82,219 shares of Common Stock reported as directly beneficially owned on the non-derivative line and 118,017 shares reported on the derivative line reflecting the settled RSUs. The RSUs vest in three equal annual installments and were settled upon vesting for this installment.

Positive

• RSUs vested and settled as scheduled, indicating compensation plan operated as intended
• No open-market sales or discretionary transactions were reported by the insider
• Sufficient disclosure provided including tax-withholding details and manual signature

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider reported routine RSU vesting with issuer withholding shares for taxes; no open-market sales or discretionary trades were reported.

The filing documents a standard equity compensation settlement for a senior executive. The withholding of 7,544 shares to satisfy tax liabilities and the statement that vesting and settlement occurred as scheduled indicate the transaction followed the companys established compensation procedures and did not involve opportunistic market sales. For governance oversight, the clear disclosure and manual signature provide required transparency, and the reported vesting schedule remains consistent with multi-year retention incentives.

Securities Analyst

TL;DR: Transaction is routine and non-material to capital structure: scheduled RSU settlement and tax withholding only.

From a securities perspective, the key items are the 17,262 RSUs settled and the 7,544 shares withheld at $16.33 to cover taxes. The filer explicitly states no shares were sold and no discretionary transactions occurred, which reduces immediate market-impact concerns. The filing does not disclose any additional grants, option exercises, or cash purchases that would suggest active trading by the insider.

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
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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).

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 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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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	08/31/2025		M		17,262	A	$0	89,763	D
Common Stock	08/31/2025		F(1)		7,544	D(1)	$16.33	82,219	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)	08/31/2025		M			17,262	(3)	(3)	Common Stock	17,262	$0	118,017	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.

Remarks:

	/s/ Jeffrey D. Firestone	09/03/2025
	** 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 insider Jeffrey Firestone report on Form 4 (RXO)?

The filing reports the vesting and settlement of 17,262 RSUs on 08/31/2025, with 7,544 shares withheld to satisfy tax withholding at a reported price of $16.33 per share.

Did the insider sell any RXO shares in this transaction?

No. The filer explicitly states no shares were sold and that withheld shares were retained by the issuer to fund tax liabilities; there were no open-market sales.

How many shares did the insider report as beneficially owned after the transactions?

The Form 4 reports 82,219 shares of Common Stock as directly beneficially owned on the non-derivative line and 118,017 on the derivative line following the reported transactions.

Why were shares withheld in this filing?

According to the filing, shares were withheld by the issuer to fund the tax liability attributable to the vesting and settlement of the RSUs.

When do the RSUs vest according to the filing?

The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, subject to continued employment.