RXO director (NYSE: RXO) granted 14,517 restricted stock units vesting 2027

Rhea-AI Filing Summary

RXO, Inc. reported that one of its directors received a grant of restricted stock units on January 2, 2026. The grant covers 14,517 restricted stock units (RSUs), each representing 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 upon settlement.

The 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. Following this transaction, the director beneficially owns 148,522 derivative securities, including RSUs tied to 7,745 shares of common stock that vested on January 2, 2026 but are subject to a deferral election, with delivery of shares to follow the applicable deferral 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^*

Kingshott Adrian

(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	148,522(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).
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FAQ

What equity award did an RXO (RXO) director receive on January 2, 2026?

On January 2, 2026, an RXO director received 14,517 restricted stock units (RSUs), each representing a contingent right to one share of common stock or an equivalent cash payment upon settlement.

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

The 14,517 RSUs granted to the RXO director are scheduled to vest in full on January 2, 2027, subject to the director’s continued service and a deferral election.

What does each RXO (RXO) restricted stock unit represent?

Each RXO restricted stock unit 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.

How many derivative securities does the RXO (RXO) director beneficially own after this grant?

After the reported transaction, the RXO director beneficially owns 148,522 derivative securities, including restricted stock units linked to RXO common stock.

What is the status of the 7,745 RXO (RXO) RSUs mentioned in the filing?

The total 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, with shares to be delivered according to that election.

How will shares from the RXO (RXO) RSUs be delivered to the director?

Shares of RXO common stock underlying the RSUs will be delivered to the director as per the terms of the applicable deferral election described in the filing.