RXO (NYSE: RXO) CAO nets shares after RSU vesting tax withholding

Rhea-AI Filing Summary

RXO, Inc. Chief Accounting Officer Jason S. Kerr reported routine equity activity tied to restricted stock units (RSUs). On February 23, 2026, 5,257 RSUs were exercised and converted into 5,257 shares of common stock at $0.00 per share as part of a scheduled vesting and settlement. To cover tax liabilities from this vesting, 2,563 common shares were withheld by RXO at $14.66 per share; no shares were sold on the open market and there were no discretionary trades. Following these transactions, Kerr directly holds 46,252 shares of common stock and 13,048 RSUs, which generally vest in three equal annual installments subject to continued employment.

Insider Trade Summary

5,257 shares exercised/converted

Mixed 3 txns

Insider Kerr Jason S.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	5,257	$0.00	--
Exercise	Common Stock	5,257	$0.00	--
Tax Withholding	Common Stock	2,563	$14.66	$38K

Holdings After Transaction: Restricted Stock Unit — 13,048 shares (Direct); Common Stock — 48,815 shares (Direct)

Footnotes (1)

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. 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. 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. Includes 2,883 RSUs previously reported separately in Table II in the Reporting Person's Form 4 filed on March 4, 2025.

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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)
02/23/2026

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	02/23/2026		M		5,257	A	$0	48,815	D
Common Stock	02/23/2026		F(1)		2,563	D(1)	$14.66	46,252	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)	02/23/2026		M			5,257	(3)	(3)	Common Stock	5,257	$0	13,048(4)	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.

4. Includes 2,883 RSUs previously reported separately in Table II in the Reporting Person's Form 4 filed on March 4, 2025.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	02/25/2026
	** 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).
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 insider transactions did RXO (RXO) disclose for Jason S. Kerr?

RXO reported that Chief Accounting Officer Jason S. Kerr had 5,257 restricted stock units vest and convert into common shares. To satisfy related tax obligations, 2,563 shares were withheld by RXO, with no discretionary or open-market sales reported in this Form 4 filing.

Did Jason S. Kerr sell any RXO (RXO) shares in this Form 4 filing?

No shares were sold by Jason S. Kerr. RXO withheld 2,563 common shares at $14.66 per share solely to fund tax liabilities from RSU vesting. The filing explicitly states there were no discretionary transactions or open market sales associated with this activity.

How many RXO (RXO) shares does Jason S. Kerr own after these transactions?

After the reported transactions, Jason S. Kerr directly holds 46,252 shares of RXO common stock. He also holds 13,048 restricted stock units, which provide a contingent right to receive either one share of common stock or a cash payment equal to its fair market value upon settlement.

What RSU vesting activity did RXO (RXO) report for Jason S. Kerr?

RXO reported that 5,257 restricted stock units vested and were settled into 5,257 common shares on February 23, 2026. These RSUs vested as originally scheduled, consistent with their terms, and were not part of any discretionary trading or open market sale activity by the officer.

How do Jason S. Kerr’s RXO (RXO) RSUs vest over time?

The restricted stock units generally vest in three equal annual installments on the first, second, and third anniversaries of the grant date. Vesting is typically conditioned on Jason S. Kerr’s continued employment with RXO through each applicable vesting date, as described in the filing footnotes.

What does each RXO (RXO) restricted stock unit represent for Jason S. Kerr?

Each restricted stock unit represents a contingent right to receive either one share of RXO common stock or a cash payment equal to the fair market value of one share. Actual settlement form—shares or cash—occurs upon vesting and is determined under the award’s terms.