RXO (RXO) director receives 14,517 restricted stock units vesting in 2027

Rhea-AI Filing Summary

RXO, Inc. director received a new equity award in the form of restricted stock units. On January 2, 2026, the reporting person was granted 14,517 restricted stock units (RSUs), each representing the right to receive either one share of RXO common stock or a cash amount equal to the share’s fair market value upon settlement. The RSUs were granted at a price of $0, reflecting that this is a compensation award rather than a market purchase.

The RSUs will vest in full on January 2, 2027, provided the individual continues to serve as a director. Delivery of the underlying common shares is subject to a deferral election, meaning the director chose to receive the shares or cash at a later date under the plan’s terms. After this award, the director beneficially holds 22,262 derivative securities, which include RSUs tied to 7,745 shares that vested on January 2, 2026 and are also subject to a deferral election.

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^*

Nettles Michelle

(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

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(3)	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 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.

3. Includes RSUs with respect to 7,745 underlying shares of Common Stock that vested in full on January 2, 2026, but became 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.
* 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 transaction did RXO (RXO) disclose for January 2, 2026?

RXO disclosed that a director received 14,517 restricted stock units (RSUs) on January 2, 2026 as part of equity compensation, with each RSU tied to one share of common stock or an equivalent cash amount.

When do the new RXO (RXO) restricted stock units vest?

The newly granted 14,517 RSUs will vest in full on January 2, 2027, as long as the reporting person continues to serve as a director of RXO.

What does each RXO restricted stock unit represent for the reporting person?

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 RXO common stock.

How many RXO derivative securities does the director hold after this Form 4 transaction?

Following the reported transaction, the director beneficially owns 22,262 derivative securities, consisting of RSUs linked to RXO common stock.

What is the deferral election mentioned in the RXO Form 4 filing?

The RSUs granted on January 2, 2026, and 7,745 RSUs that vested on the same date, are subject to a deferral election, meaning the director has elected to receive the underlying shares of common stock or equivalent cash at a later time, according to the plan’s terms.

Was there any cash price paid for the RXO restricted stock units?

No cash price was paid for the award; the RSUs were granted at $0, reflecting that they are a form of equity compensation rather than a market purchase of shares.