RXO, Inc. (RXO) director discloses RSU awards and 7,745-share gain

Rhea-AI Filing Summary

RXO, Inc. director reported equity compensation activity involving company stock. On 01/02/2026, the director acquired 7,745 shares of Common Stock at an exercise price of $0, leaving a total of 35,137 shares of Common Stock beneficially owned directly after the transaction.

The filing also shows derivative awards in the form of restricted stock units (RSUs). On the same date, the director received 14,517 RSUs, each representing a right to one share of Common Stock or its cash value, which are scheduled to vest in full on January 2, 2027, subject to continued board service. An existing RSU award of 7,745 units vested on January 2, 2026, resulting in the corresponding share acquisition.

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^*

Kissel Mary 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		M		7,745	A	$0	35,137	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	(1)	01/02/2026		A		14,517		(2)	(2)	Common Stock	14,517	$0	22,262	D
Restricted Stock Unit	(1)	01/02/2026		M			7,745	(3)	(3)	Common Stock	7,745	$0	14,517	D

Explanation of Responses:

1. 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.

2. The RSUs shall vest in full on January 2, 2027, subject to the Reporting Person's continued service as a director of the Issuer.

3. The RSUs vested on January 2, 2026.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	01/06/2026
	** 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).
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FAQ

What insider transaction did RXO (RXO) disclose in this filing?

The filing reports that a director of RXO, Inc. acquired 7,745 shares of Common Stock on 01/02/2026 at an exercise price of $0, following the vesting and settlement of restricted stock units.

How many RXO shares does the director beneficially own after the reported transaction?

After the transaction on 01/02/2026, the director beneficially owns 35,137 shares of RXO Common Stock, held in direct ownership.

What new restricted stock units (RSUs) were granted to the RXO director?

On 01/02/2026, the director received a grant of 14,517 restricted stock units (RSUs), each representing a right to receive either one share of RXO Common Stock or a cash payment equal to its fair market value upon settlement.

When will the newly granted RXO RSUs vest?

The 14,517 RSUs granted on January 2, 2026 are scheduled to vest in full on January 2, 2027, provided the director continues to serve as a director of RXO through that date.

Which RSUs vested for the RXO director on January 2, 2026?

The filing notes that RSUs covering 7,745 shares vested on January 2, 2026, and were settled into the same number of shares of RXO Common Stock at an exercise price of $0.

Is the RXO insider a director or an officer according to this report?

The report identifies the reporting person as a director of RXO, Inc., with the corresponding relationship box checked, and the form is filed by one reporting person.