RXO (NYSE: RXO) CAO granted 13,377 RSUs vesting over three years

Rhea-AI Filing Summary

Morris Daniel S. reported acquisition or exercise transactions in this Form 4 filing.

RXO, Inc. reported that Chief Accounting Officer Daniel S. Morris received a grant of 13,377 restricted stock units (RSUs) on May 15, 2026. Each RSU represents a right to receive either one share of RXO common stock or a cash amount equal to its fair market value upon settlement.

The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, generally requiring his continued employment through each vesting date. Following this grant, he holds a total of 23,627 RSUs directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Morris Daniel S.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	13,377	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 23,627 shares (Direct, null)

Footnotes (1)

1. 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.

Key Figures

RSUs granted: 13,377 units Total RSUs held after grant: 23,627 units RSU exercise price: $0.00 per unit +1 more

4 metrics

RSUs granted 13,377 units Award to Chief Accounting Officer on May 15, 2026

Total RSUs held after grant 23,627 units Direct RSU holdings following the transaction

RSU exercise price $0.00 per unit Compensation grant with no purchase price

Underlying common stock 13,377 shares Common shares underlying newly granted RSUs

Key Terms

Restricted Stock Unit, vest, grant date, fair market value

4 terms

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit""

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

vest financial

"The RSUs vest in three equal annual installments"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

grant date financial

"anniversaries of the grant date, generally subject to the Reporting Person's continued employment"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

fair market value financial

"a cash payment equal to the fair market value of one share of Common Stock"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

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^*

Morris Daniel S.

(Last) (First) (Middle)

C/O RXO, INC.

11215 N. COMMUNITY HOUSE ROAD

(Street)

CHARLOTTE NORTH CAROLINA 28277

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	05/15/2026		A		13,377		(2)	(2)	Common Stock	13,377	$0	23,627	D

Explanation of Responses:

1. 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.

2. 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	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did RXO (RXO) disclose for Daniel S. Morris?

RXO disclosed that Chief Accounting Officer Daniel S. Morris received a grant of 13,377 restricted stock units. These RSUs are a form of equity-based compensation that can settle in RXO common shares or an equivalent cash value upon future vesting and settlement.

How do the granted RSOs for RXO (RXO) Chief Accounting Officer vest?

The 13,377 RSUs granted to RXO’s Chief Accounting Officer vest in three equal annual installments. Vesting occurs on the first, second, and third anniversaries of the grant date, generally conditioned on his continued employment with RXO through each applicable vesting date.

What does each RXO (RXO) restricted stock unit granted to Daniel S. Morris represent?

Each RSU granted to Daniel S. Morris represents a contingent right to receive either one RXO common share or a cash payment. The cash payment, if chosen, equals the fair market value of one RXO common share at the time of settlement, according to the disclosure.

How many RXO (RXO) restricted stock units does Daniel S. Morris hold after this grant?

After receiving the new grant, Daniel S. Morris holds 23,627 restricted stock units. This total reflects his direct RSU holdings following the 13,377-unit award, all of which represent potential future RXO common shares or equivalent cash value upon vesting and settlement.

Is the RXO (RXO) RSU grant to the Chief Accounting Officer an open-market share purchase?

No, the 13,377-unit award is a compensation-related RSU grant, not an open-market share purchase. It involves no purchase price, instead providing contingent rights to future shares or cash value, subject to the three-year vesting schedule and continued employment conditions described.