RXO (RXO) CEO exercises 52,768 RSUs; 22,923 shares withheld for tax

Rhea-AI Filing Summary

RXO, Inc. Chief Executive Officer Andrew M. Wilkerson exercised restricted stock units into common stock in a compensation-related transaction. On March 22, 2026, 52,768 RSUs converted into 52,768 shares of common stock at an exercise price of $0.00 per share.

To cover tax obligations from this vesting and settlement, 22,923 shares of common stock were withheld by RXO at $13.23 per share. Footnotes state that no shares were sold in the market and there were no discretionary or open-market transactions. After these transactions, Wilkerson holds 109,997 shares directly, plus indirect holdings, and 638,412 RSUs outstanding.

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^*

Wilkerson Andrew M.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2026

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
Common Stock	03/22/2026		M		52,768	A	$0	132,920	D
Common Stock	03/22/2026		F(1)		22,923	D(1)	$13.23	109,997	D
Common Stock								7,775	I	By Trust
Common Stock								271,767	I	See footnote(2)

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	(3)	03/22/2026		M			52,768	(4)	(4)	Common Stock	52,768	$0	638,412	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. The shares are held by a limited liability company that is controlled by the Reporting Person.

3. 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.

4. 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	03/24/2026
	** 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 did RXO (RXO) CEO Andrew Wilkerson report in this Form 4?

Andrew Wilkerson reported the vesting and exercise of 52,768 restricted stock units into common shares. The transaction reflects routine equity compensation rather than an open-market trade, with associated tax withholding handled in shares by RXO, Inc..

How many RXO (RXO) restricted stock units did the CEO exercise?

He exercised 52,768 restricted stock units, each converting into one share of common stock at an exercise price of $0.00. This reflects scheduled vesting under his equity award, as described in the Form 4 transaction details and footnotes.

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

No open-market sales occurred. The filing states no shares were sold; instead, 22,923 shares were withheld by RXO to fund tax liabilities related to the RSU vesting, a standard non-discretionary tax-withholding mechanism.

What price was used for RXO (RXO) tax withholding in the CEO’s transaction?

RXO withheld 22,923 shares of common stock at $13.23 per share to cover tax liabilities arising from the RSU vesting and settlement. Footnotes clarify this was tax withholding, not a discretionary market sale.

How many RXO (RXO) shares does the CEO hold after these transactions?

After the reported transactions, Andrew Wilkerson holds 109,997 common shares directly, plus additional indirect holdings through a trust and a controlled limited liability company, and 638,412 restricted stock units outstanding, according to the Form 4 tables and footnotes.

How do the RXO (RXO) CEO’s RSUs vest according to the Form 4?

The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date. Vesting is generally conditioned on the CEO’s continued employment with RXO through each applicable vesting date, as disclosed in the footnotes.