RXO (RXO) legal chief gets 37,062 RSUs, converts awards and withholds shares for taxes

Rhea-AI Filing Summary

RXO, Inc. Chief Legal Officer Jeffrey D. Firestone reported equity awards and related share movements. He received a grant of 37,062 Restricted Stock Units (RSUs), which vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to continued employment.

On the prior day, 16,174 RSUs were exercised into 16,174 shares of common stock at a price of $0.00 per share, increasing his direct common stock holdings. Separately, 7,384 common shares at $14.66 per share were withheld by RXO to cover tax liabilities from RSU vesting; footnotes state no shares were sold and there were no open market transactions. Footnotes also note an additional award of 37,062 performance-based RSUs at target, which will be reported when the number of shares earned is determined.

Insider Trade Summary

16,174 shares exercised/converted

Mixed 4 txns

Insider Firestone Jeffrey D.

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	37,062	$0.00	--
Exercise	Restricted Stock Unit	16,174	$0.00	--
Exercise	Common Stock	16,174	$0.00	--
Tax Withholding	Common Stock	7,384	$14.66	$108K

Holdings After Transaction: Restricted Stock Unit — 155,622 shares (Direct); Common Stock — 98,393 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 16,717 RSUs previously reported separately in Table II in the Reporting Person's Form 4/A filed on March 5, 2025. The Reporting Person was also awarded 37,062 Performance Based Restricted Stock Units at target level, which will be eligible to vest depending on the achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index and will be reported when the number of shares earned is determined.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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^*

Firestone Jeffrey D.

(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 Legal 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		16,174	A	$0	98,393	D
Common Stock	02/23/2026		F(1)		7,384	D(1)	$14.66	91,009	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			16,174	(3)	(3)	Common Stock	16,174	$0	118,560(4)	D
Restricted Stock Unit	(2)	02/24/2026		A		37,062		(3)	(3)	Common Stock	37,062	$0	155,622(5)	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 16,717 RSUs previously reported separately in Table II in the Reporting Person's Form 4/A filed on March 5, 2025.

5. The Reporting Person was also awarded 37,062 Performance Based Restricted Stock Units at target level, which will be eligible to vest depending on the achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index and will be reported when the number of shares earned is determined.

	/s/ Jeffrey D. Firestone	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 did RXO (RXO) Chief Legal Officer Jeffrey D. Firestone report on this Form 4?

Jeffrey D. Firestone reported new equity awards and related share movements. He received 37,062 Restricted Stock Units, exercised 16,174 RSUs into common shares, and had 7,384 shares withheld by RXO solely to satisfy tax liabilities from RSU vesting, with no open market sales.

How many Restricted Stock Units did RXO (RXO) grant to its Chief Legal Officer?

RXO granted Jeffrey D. Firestone 37,062 Restricted Stock Units. These RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally conditioned on his continued employment with the company through each applicable vesting date.

Were any RXO (RXO) shares sold on the open market in this Form 4?

No open market sales occurred. The 7,384 common shares reported with code “F” were withheld by RXO to fund tax liabilities from RSU vesting. Footnotes specify no discretionary transactions or open market sales by Jeffrey D. Firestone took place in connection with these events.

What is the significance of the 16,174-share RXO (RXO) transaction reported with code M?

The 16,174-share transaction with code “M” reflects an exercise or conversion of derivative securities. Specifically, 16,174 RSUs were converted into 16,174 shares of RXO common stock at $0.00 per share, increasing Jeffrey D. Firestone’s directly held common share position reported after the transaction.

How do the newly granted RXO (RXO) RSUs vest for the Chief Legal Officer?

The time-based RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date. Vesting generally requires Jeffrey D. Firestone to remain employed with RXO through each vesting date, aligning the award with ongoing service to the company.

What are the performance-based RSUs mentioned in the RXO (RXO) Form 4 footnotes?

Footnotes state Jeffrey D. Firestone was also awarded 37,062 performance-based RSUs at target. These units may vest depending on RXO’s total shareholder return relative to companies in the S&P Transportation Select Industry Index and will be reported when the earned share amount is determined.