RXO (NYSE: RXO) accounting chief settles 2,036 RSUs, 993 shares withheld for taxes

Rhea-AI Filing Summary

RXO, Inc. Chief Accounting Officer Jason S. Kerr reported equity award activity involving restricted stock units and common shares. On the reported date, 2,036 Restricted Stock Units were exercised or converted, resulting in 2,036 shares of common stock acquired at a stated price of $0.00 per share.

To cover tax withholding tied to this RSU vesting and settlement, 993 common shares were withheld by RXO at a price of $15.96 per share, with no shares sold by Kerr in the market and no discretionary or open-market trades. After these transactions, Kerr directly held 47,295 shares of common stock and 11,012 restricted stock units.

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^*

Kerr Jason S.

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		M		2,036	A	$0	48,288	D
Common Stock	02/28/2026		F(1)		993	D(1)	$15.96	47,295	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)	02/28/2026		M			2,036	(3)	(3)	Common Stock	2,036	$0	11,012	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.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did RXO (RXO) Chief Accounting Officer Jason S. Kerr report?

Jason S. Kerr reported the exercise or conversion of 2,036 Restricted Stock Units into 2,036 shares of RXO common stock at a stated price of $0.00 per share. He also reported 993 shares of common stock withheld by RXO to satisfy tax obligations related to this RSU vesting.

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

No shares were sold on the open market. The 993 RXO common shares marked with transaction code “F” were withheld by the company solely to fund tax liabilities from the vesting and settlement of RSUs, with no discretionary or open-market sales by Jason S. Kerr.

How many RXO (RXO) shares and RSUs does Jason S. Kerr hold after these transactions?

Following the reported transactions, Jason S. Kerr directly held 47,295 shares of RXO common stock and 11,012 Restricted Stock Units. These figures reflect his updated equity position after the RSU exercise or conversion and the related share withholding for tax purposes.

What does the RSU exercise or conversion mean in the RXO (RXO) filing?

Each Restricted Stock Unit represents a right to receive, upon settlement, either one RXO common share or cash equal to its fair market value. In this case, 2,036 RSUs were settled into 2,036 common shares as originally scheduled under the equity award’s terms.

How do RXO (RXO) restricted stock units for Jason S. Kerr vest over time?

The Restricted Stock Units vest in three equal annual installments on the first, second, and third anniversaries of the grant date. Vesting generally requires Jason S. Kerr to remain employed with RXO through each applicable vesting date for the corresponding RSUs to settle.

What is the nature of the tax-withholding transaction in the RXO (RXO) Form 4?

The transaction coded “F” reflects shares withheld by RXO to pay tax liabilities from the RSU vesting. 993 common shares were withheld at $15.96 per share, and the filing clarifies there were no related discretionary transactions or open-market sales by Jason S. Kerr.