[Form 4] RXO, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey D. Firestone, Chief Legal Officer of RXO, Inc., reported vesting and settlement of restricted stock units on 08/22/2025. A total of 25,716 shares were issued on settlement of RSUs and 11,238 shares were withheld by the company to satisfy tax withholding at an effective price of $16.97 per share for the withheld portion. The filing states no open-market sales were made; the withheld shares were retained by the issuer solely to fund tax liabilities. Following these transactions the reporting person beneficially owned 135,279 shares on a direct basis. The Form 4 is signed by Mr. Firestone on 08/25/2025 and notes the RSUs vest in installments on the first five anniversaries of the grant date, subject to continued employment.

Positive

• Routine compensation settlement via RSU vesting indicates no extraordinary insider action
• No open-market sales reported; withheld shares were used only for tax obligations
• Clear disclosure of number of shares vested (25,716) and shares withheld for taxes (11,238)

Negative

• None.

Insights

Securities/Compensation Analyst

TL;DR: Routine executive compensation vesting; tax-withholding funded in-kind, no open-market sale.

This Form 4 documents scheduled settlement of RSUs for a senior executive rather than an opportunistic sale or trade. The issuance of 25,716 shares on vesting with 11,238 shares withheld for taxes at an effective withholding price of $16.97 is consistent with common payroll tax withholding practices. The filing reports no discretionary market sales, which means the economic change reflects compensation realization, not a change in insider view of the company. For investors, this is a routine, largely administrative disclosure with limited informational content about company fundamentals.

Corporate Governance Expert

TL;DR: Governance signals are neutral; vesting follows standard schedule and filing is timely and complete.

The Form 4 shows the reporting person is an officer and that RSU vesting follows the stated multi-year schedule tied to continued employment. The fact that shares were withheld to cover taxes rather than sold on the open market suggests adherence to standard compensation administration and avoids automatic signaling from open-market insider sales. The disclosure appears complete, including explanation of RSU mechanics and the absence of discretionary transactions, which aligns with transparent governance practices.

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).

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)
08/22/2025

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	08/22/2025	08/22/2025	M		25,716	A	$0	83,739	D
Common Stock	08/22/2025	08/22/2025	F(1)		11,238	D(1)	$16.97	72,501	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)	08/22/2025		M			25,716	(3)	(3)	Common Stock	25,716	$0	135,279	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.

Remarks:

	/s/ Jeffrey D. Firestone	08/25/2025
	** 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 transactions did RXO insider Jeffrey D. Firestone report on Form 4?

The filing reports the vesting and settlement of 25,716 RSUs on 08/22/2025 and the withholding of 11,238 shares to cover tax liabilities.

Did Jeffrey D. Firestone sell any RXO (RXO) shares in this filing?

No. The filing explicitly states no shares were sold; withheld shares were used only to fund tax withholding on the vested RSUs.

How many RXO shares does Jeffrey D. Firestone beneficially own after the transactions?

The Form 4 reports a direct beneficial ownership of 135,279 shares following the reported transactions.

At what price were the tax-withheld shares accounted in the Form 4?

The withheld shares are reported with an effective price of $16.97 per share.

When did the reported RSUs vest and what is the vesting schedule?

The RSUs vested and settled on 08/22/2025. The filing states RSUs vest on the first five anniversaries of the grant date, subject to continued employment.