RXO (RXO) director discloses RSU vesting and 2027 equity award terms

Rhea-AI Filing Summary

RXO, Inc. director equity activity: A board member reported changes in ownership of RXO common stock tied to restricted stock units (RSUs). On January 2, 2026, 7,745 RSUs vested in full and were settled into 7,745 shares of common stock at a stated price of $0 per share, increasing directly held common shares to 30,875.

The filing also shows a new grant of 14,517 RSUs on January 2, 2026. These RSUs are scheduled to vest in full on January 2, 2027, subject to the director’s continued service on the board and a deferral election. Upon settlement, each RSU will deliver either one share of RXO common stock or a cash amount equal to the fair market value of one share, as provided in the award terms.

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^*

Renna Stephen M.

(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	30,875	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		M			7,745	(2)	(2)	Common Stock	7,745	$0	0	D
Restricted Stock Unit	(1)	01/02/2026		A		14,517		(3)	(3)	Common Stock	14,517	$0	14,517	D

Explanation of Responses:

1. Each Restricted Stock Unit ("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 vested in full on January 2, 2026.

3. The RSUs shall vest in full on January 2, 2027, subject to the Reporting Person's continued service as a director of the Issuer, and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election.

	/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.
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FAQ

What insider transaction did RXO (RXO) report on January 2, 2026?

The filing reports that an RXO director had 7,745 restricted stock units (RSUs) vest and convert into 7,745 shares of RXO common stock on January 2, 2026 at a stated price of $0 per share.

How many RXO shares does the reporting director own after this transaction?

After the RSU vesting and share issuance, the director beneficially owns 30,875 shares of RXO common stock in direct ownership.

What new RSU award did the RXO director receive according to this Form 4?

The director received a new grant of 14,517 restricted stock units (RSUs) on January 2, 2026, as shown in the derivative securities table.

When will the newly granted RXO RSUs vest for the director?

The newly granted 14,517 RSUs are scheduled to vest in full on January 2, 2027, provided the reporting person continues to serve as a director and subject to a deferral election.

What does each RXO restricted stock unit (RSU) represent in this filing?

Each RSU represents a contingent right to receive, upon settlement, either one share of RXO common stock or a cash payment equal to the fair market value of one share of common stock.

Is the RXO director’s Form 4 filed for one reporting person or a group?

The document states that the Form 4 is filed by one reporting person, not by more than one reporting person.