[Form 4] RXO, Inc. Insider Trading Activity

Rhea-AI Filing Summary

RXO, Inc. (RXO) reported an insider equity transaction by its Chief Executive Officer and Director. On 11/14/2025, 1,565 Restricted Stock Units (RSUs) were converted into an equal number of shares of common stock at an exercise price of $0, reflecting scheduled vesting of a prior equity award. To cover related tax obligations, 684 shares of common stock were withheld by the company at a price of $10.86 per share, with no open market sales by the reporting person.

After these transactions, the reporting person directly owned 4,731 shares of RXO common stock and also had indirect holdings of 7,775 shares held by a trust and 271,767 shares held through a controlled limited liability company. The reporting person also beneficially owned 605,967 derivative securities in the form of RSUs, including 74,932 RSUs previously reported, which each represent the right to receive one share of common stock or an equivalent cash amount upon settlement under the award’s vesting schedule.

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)
11/14/2025

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	11/14/2025		M		1,565	A	$0	5,415	D
Common Stock	11/14/2025		F(1)		684	D	$10.86	4,731	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)	11/14/2025		M			1,565	(4)	(4)	Common Stock	1,565	$0	605,967(5)	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 vested at 50% on the second anniversary of the grant date and the remaining award vested in two equal installments on the third and fourth anniversaries of the grant date.

5. Includes 74,932 RSUs previously reported separately in Table II in the Reporting Person's Form 4 filed on March 4, 2025.

	/s/ Jeffrey D. Firestone, Attorney-in-Fact	11/17/2025
	** 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.

FAQ

What insider transaction did RXO (RXO) report for its CEO on November 14, 2025?

RXO reported that its Chief Executive Officer and Director had 1,565 Restricted Stock Units vest and settle into 1,565 shares of common stock on 11/14/2025 at an exercise price of $0, reflecting a scheduled equity award vesting.

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

No shares were sold by the reporting person. According to the disclosure, 684 shares were withheld by the issuer at $10.86 per share solely to fund tax liabilities from the RSU vesting, with no discretionary or open market sales.

How many RXO (RXO) shares does the CEO own directly and indirectly after the transaction?

Following the reported transactions, the CEO directly owned 4,731 shares of RXO common stock. Indirectly, there were 7,775 shares held by a trust and 271,767 shares held by a limited liability company controlled by the reporting person.

What are the key details of the RSUs reported for RXO (RXO) in this filing?

The filing shows RSUs that vested on 11/14/2025 converting into 1,565 shares of common stock at an exercise price of $0. Each RSU represents a right to receive one share of common stock or a cash payment equal to its fair market value upon settlement, based on the award’s vesting schedule.

How many RXO (RXO) RSUs does the CEO beneficially own after this Form 4?

After the reported transaction, the CEO beneficially owned 605,967 RSUs. This amount includes 74,932 RSUs that had been reported previously in an earlier filing.

How did the RXO (RXO) RSU vesting schedule work for this award?

The RSUs in this award vested 50% on the second anniversary of the grant date, with the remaining half vesting in two equal installments on the third and fourth anniversaries of the grant date, as described in the filing.