RXO, Inc. (RXO) insider reports 14,517 new RSUs and 41,844 total

Rhea-AI Filing Summary

RXO, Inc. reported an insider equity award for one of its directors. On January 2, 2026, the director received 14,517 restricted stock units (RSUs), each representing the right to receive either one share of common stock or a cash payment equal to its fair market value upon settlement.

The RSUs vest in full on January 2, 2027, as long as the director continues serving on the board, and the award is subject to a deferral election that can delay share delivery. After this grant, the director beneficially owns 41,844 RSUs tied to common stock, including 7,745 RSUs that vested on January 2, 2026 but are deferred under a similar 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

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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^*

Szlosek Thomas A

(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	41,844(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 insider transaction did RXO (RXO) report in this Form 4?

RXO, Inc. reported that a director received an award of 14,517 restricted stock units (RSUs) on January 2, 2026. These RSUs are tied to RXO common stock and were reported as a derivative security transaction.

How many RSUs did the RXO director receive and at what price?

The director received 14,517 RSUs. The filing shows the price of the derivative security as $0, consistent with a typical equity grant rather than a market purchase.

When do the newly granted RXO RSUs vest for the director?

The RSUs granted on January 2, 2026 are scheduled to vest in full on January 2, 2027, provided the reporting person continues to serve as a director of RXO, Inc. through that date.

What does each RXO restricted stock unit (RSU) represent in this filing?

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 common stock, as stated in the explanation of responses.

How many RSUs does the RXO director beneficially own after this transaction?

Following the reported transaction, the director beneficially owns 41,844 RSUs linked to RXO common stock. This total includes 7,745 RSUs that vested on January 2, 2026 but are subject to a deferral election.

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

The filing notes that certain RSUs, including those vesting on January 2, 2027 and 7,745 RSUs that vested on January 2, 2026, became subject to a deferral election. Under this election, delivery of common shares is deferred and will occur according to the terms of the deferral arrangement.