RXO (RXO) CEO Wilkerson logs RSU conversion and tax withholding transactions

Rhea-AI Filing Summary

RXO, Inc. chief executive officer Andrew M. Wilkerson reported equity award activity involving restricted stock units and common shares. He exercised or converted 52,923 restricted stock units, receiving an equivalent number of common shares at a stated price of $0.00 per share. To cover tax liabilities from this vesting and settlement, 22,990 common shares were withheld by RXO at $15.96 per share, with no discretionary transactions or open-market sales. After these events, Wilkerson directly held 80,152 common shares, in addition to indirect holdings of 7,775 common shares in a trust and 271,767 common shares held by a limited liability company he controls.

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 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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		52,923	A	$0	103,142	D
Common Stock	02/28/2026		F(1)		22,990	D(1)	$15.96	80,152	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)	02/28/2026		M			52,923	(4)	(4)	Common Stock	52,923	$0	691,180	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	03/03/2026
	** 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 transactions did RXO (RXO) CEO Andrew Wilkerson report?

Andrew Wilkerson reported exercising or converting 52,923 restricted stock units into common shares and a related tax-withholding share disposition. These entries reflect equity compensation vesting and settlement rather than open-market buying or selling activity in RXO, Inc. stock.

Did RXO (RXO) CEO Andrew Wilkerson sell any shares in this Form 4 filing?

No shares were sold by Andrew Wilkerson. RXO withheld 22,990 common shares at $15.96 per share solely to satisfy tax liabilities from RSU vesting, with no discretionary transactions or open-market sales reported in this Form 4.

How many RXO (RXO) shares does Andrew Wilkerson hold directly after these transactions?

Following the reported transactions, Andrew Wilkerson directly holds 80,152 RXO common shares. This figure reflects the RSU conversion and tax-related withholding and represents only his direct ownership position, separate from any indirect holdings through trusts or entities.

What indirect RXO (RXO) shareholdings are associated with Andrew Wilkerson?

Indirectly, 7,775 RXO common shares are held by a trust and 271,767 shares are held by a limited liability company controlled by Andrew Wilkerson. These positions are disclosed as indirect ownership interests in addition to his directly held RXO shares.

How do Andrew Wilkerson’s RXO (RXO) restricted stock units work?

Each RXO restricted stock unit gives Andrew Wilkerson a right to receive either one share of RXO common stock or a cash amount equal to its fair market value upon settlement. These RSUs vest in three equal annual installments on the first three anniversaries of the grant date.

What does the tax-withholding transaction mean for RXO (RXO) CEO equity activity?

The tax-withholding transaction reflects RXO retaining 22,990 shares to pay taxes tied to RSU vesting. It is categorized as a disposition but, per disclosure, involved no open-market sale or discretionary trading by the CEO, focusing solely on satisfying required tax obligations.