RXO (RXO) CFO logs RSU conversion and tax withholding, no open-market sales

Rhea-AI Filing Summary

RXO, Inc.'s Chief Financial Officer James E. Harris reported equity compensation activity involving restricted stock units (RSUs). On February 28, 2026, 13,028 RSUs were exercised or converted into 13,028 shares of common stock at a price of $0.0000 per share, increasing his directly held common stock before withholding.

On the same date, 5,660 shares of common stock were disposed of at $15.9600 per share to cover tax liabilities tied to the RSU vesting and settlement. The footnotes clarify that no shares were sold by Harris in the open market; the issuer withheld these shares to fund tax obligations, and the RSUs vested and settled as originally scheduled with no discretionary transactions.

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^*

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)
02/28/2026

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		13,028	A	$0	128,445	D
Common Stock	02/28/2026		F(1)		5,660	D(1)	$15.96	122,785	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			13,028	(3)	(3)	Common Stock	13,028	$0	252,644	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 insider transactions did RXO (RXO) CFO James E. Harris report?

James E. Harris reported the vesting and settlement of 13,028 restricted stock units into common stock, plus a related share disposition of 5,660 shares withheld by RXO to cover tax liabilities arising from that RSU vesting and settlement.

Did RXO (RXO) CFO James E. Harris sell shares in the open market?

No, the filing states that no shares were sold by James E. Harris. Instead, 5,660 shares of common stock were withheld by RXO to fund tax liabilities connected to the vesting and settlement of restricted stock units.

How many RXO (RXO) restricted stock units vested and settled for the CFO?

The filing shows that 13,028 restricted stock units vested and were settled into 13,028 shares of RXO common stock. These RSUs vested and were settled as originally scheduled, subject to continued employment conditions described in the award’s vesting terms.

What was the purpose of the 5,660 RXO (RXO) shares disposed of by the CFO?

The 5,660 RXO common shares were withheld by the company to fund tax liabilities tied to the RSU vesting. The filing notes this tax-withholding disposition was not a discretionary transaction and did not involve any open market sales.

How do the RXO (RXO) restricted stock units reported for the CFO work?

Each restricted stock unit represents a contingent right to receive either one RXO common share or a cash amount equal to its fair market value upon settlement. The RSUs vest in three equal annual installments, generally requiring continued employment through each vesting date.

What was James E. Harris’s RXO (RXO) direct common stock holding after these transactions?

After the reported transactions, James E. Harris directly held 122,785 shares of RXO common stock. This figure reflects the RSU conversion into common shares and the subsequent share withholding to satisfy tax liabilities associated with the vesting event.