RXO (NYSE: RXO) CFO reports RSU grant, tax share withholding

Rhea-AI Filing Summary

RXO, Inc. Chief Financial Officer James E. Harris reported equity compensation and related share movements. He received a grant of 53,908 Restricted Stock Units (RSUs), each representing the right to receive one share of common stock or a cash equivalent upon settlement. The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, subject to his continued employment.

Harris also exercised 21,834 RSUs, which converted into an equal number of common shares. In connection with this vesting and settlement, 9,808 common shares were withheld by RXO at $14.66 per share to cover tax liabilities. The filing states that no shares were sold by Harris and there were no discretionary or open-market transactions.

Insider Trade Summary

21,834 shares exercised/converted

Mixed 4 txns

Insider HARRIS JAMES E

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	53,908	$0.00	--
Exercise	Restricted Stock Unit	21,834	$0.00	--
Exercise	Common Stock	21,834	$0.00	--
Tax Withholding	Common Stock	9,808	$14.66	$144K

Holdings After Transaction: Restricted Stock Unit — 265,672 shares (Direct); Common Stock — 125,225 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. The Reporting Person was also awarded 53,908 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.

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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
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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^*

HARRIS JAMES E

(Last) (First) (Middle)

C/O RXO, INC.

11215 NORTH 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 Financial 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		21,834	A	$0	125,225	D
Common Stock	02/23/2026		F(1)		9,808	D(1)	$14.66	115,417	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			21,834	(3)	(3)	Common Stock	21,834	$0	211,764	D
Restricted Stock Unit	(2)	02/24/2026		A		53,908		(3)	(3)	Common Stock	53,908	$0	265,672(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. The Reporting Person was also awarded 53,908 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, 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 equity awards did RXO (RXO) CFO James E. Harris receive in this Form 4?

James E. Harris received a grant of 53,908 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, conditioned on his continued employment with RXO, Inc. through each vesting date.

How many RXO (RXO) shares did the CFO acquire through RSU vesting and conversion?

The CFO exercised 21,834 Restricted Stock Units, converting them into 21,834 shares of RXO common stock. This transaction reflects the settlement of previously granted RSUs, moving them from derivative form into directly held common shares in his ownership.

Were any RXO (RXO) shares sold by the CFO in this Form 4 filing?

No shares were sold by the CFO. The filing explains that 9,808 common shares were withheld by RXO to cover tax liabilities from RSU vesting, with no discretionary transactions or open-market sales taking place in connection with these equity events.

What was the purpose of the 9,808 RXO (RXO) shares withheld from the CFO?

The 9,808 RXO common shares were withheld by the company at $14.66 per share to fund the tax liability related to the vesting and settlement of RSUs. This withholding is classified as a tax-liability transaction, not an open-market share sale by the executive.

How do the RXO (RXO) RSUs granted to the CFO vest over time?

The granted RSUs vest in three equal annual installments. Vesting occurs on the first, second, and third anniversaries of the grant date, and each installment generally requires the CFO to remain employed by RXO through the applicable vesting date to receive the underlying settlement.

Did RXO (RXO) grant performance-based RSUs to the CFO and how are they treated?

The CFO was awarded 53,908 performance-based RSUs at target level. These units are eligible to vest based on relative total shareholder return versus S&P Transportation Select Industry Index companies and will be reported when the number of shares actually earned is determined.