RXO insider tax withholding reduces holdings to 76,901 shares

Rhea-AI Filing Summary

Jason S. Kerr, Chief Accounting Officer and officer of RXO, Inc. (RXO), reported a disposition of shares on 10/03/2025. The filing shows 9,518 shares were disposed of at a price of $16.64 per share under code F, and the reporting person now beneficially owns 76,901 shares. The filing explains no open‑market sale occurred: the shares were withheld by the issuer to fund tax liability related to the release of restricted shares from lock‑up and clawback conditions. The Form 4 is signed by an attorney‑in‑fact on 10/07/2025.

Positive

• No open‑market sale—shares were withheld by the issuer to cover tax liability, not sold to outside buyers
• Substantive ownership retained: Reporting person still holds 76,901 shares after withholding

Negative

• Beneficial ownership declined by 9,518 shares due to withholding at $16.64 per share
• Transaction reduces liquid equity available to the officer for immediate sale or disposition

Insights

Corporate Insider Reporting Specialist

Insider tax withholding, not an open‑market sale; beneficial ownership retained.

The reported transaction uses code F, which the form and explanation identify as shares withheld by the issuer to satisfy tax withholding when restricted shares were released from lock‑up and clawback conditions. This means 9,518 shares were removed from the reporting person’s beneficial holding for tax purposes rather than sold on the open market.

Key near‑term detail to monitor is the post‑transaction beneficial ownership level of 76,901 shares and any future filings that show additional releases or withholdings related to the same award cycle; those will appear in subsequent Section 16 filings.

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^*

Kerr Jason S.

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		F		9,518(1)	D	$16.64	76,901	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

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 release of certain restricted shares from lock-up restrictions and clawback conditions.

Remarks:

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	10/07/2025
	** 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 Jason S. Kerr report on Form 4 (RXO)?

The filing reports a disposition of 9,518 shares on 10/03/2025 at $16.64 per share, with 76,901 shares owned after the transaction.

Were the 9,518 shares sold on the open market?

No. The filing states the shares were withheld by the issuer to fund tax liability related to released restricted shares, not sold to third parties.

What does transaction code F mean in this Form 4?

In this filing the code F corresponds to shares withheld by the issuer to satisfy tax obligations when restricted shares are released; the explanation confirms this.

When was the Form 4 signed?

The signature block shows the form was signed by an attorney‑in‑fact on 10/07/2025.

How many shares does the reporting person own after the withholding?

The reporting person beneficially owns 76,901 shares following the reported transaction.