RXO, Inc. Form 4 Filings

RXO, Inc. reported that Chief Legal Officer Jeffrey D. Firestone settled vested Restricted Stock Units (RSUs) into common stock. On 2026-08-22, 25,716 RSUs were exercised into 25,716 shares of RXO common stock. In connection with this vesting and settlement, 11,172 shares of common stock were withheld by RXO at $22.54 per share to fund the related tax liability; no shares were sold in the market and there were no discretionary transactions or open-market sales. Following the RSU conversion, Firestone directly holds 109,178 RSUs representing additional contingent rights to common stock or cash.

RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported estate-planning share transfers and gifts of common stock. On May 15, 2026, entities associated with him made bona fide gifts totaling 337,886 shares of RXO common stock, recorded as non-market dispositions.

One gift of 168,943 shares involved indirectly held shares "by" an entity noted in the footnotes, leaving 430,475 shares reported as indirectly owned afterward. A second 168,943‑share gift came from direct holdings, with 7,775 shares directly owned afterward. A separate trust-related entry shows 3,850 shares held indirectly, and a footnote explains that direct versus indirect ownership classifications were corrected without changing total beneficial ownership.

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.

RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. He exercised RSUs covering 92,931 shares of Common Stock, increasing his direct share ownership. To cover associated tax liability, 40,370 shares were withheld by the company at $19.59 per share, and footnotes state that no shares were sold in the market or through any discretionary transaction.

Following these transactions, Wilkerson directly held 162,558 shares of Common Stock. He also had indirect holdings of 271,767 shares through a limited liability company he controls and 7,775 shares held by a trust. After this vesting event, he continued to hold 545,481 RSUs, which vest in installments on the first five anniversaries of the grant date, generally conditioned on his continued employment.

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.

RXO, Inc. Chief Accounting Officer Jason S. Kerr reported routine equity compensation activity. On March 22, 2026, 2,030 Restricted Stock Units were exercised and settled into 2,030 shares of common stock, increasing his direct common stock holdings to 49,325 shares before tax withholding.

To cover tax obligations from this vesting, 882 shares of common stock were withheld by RXO at a price of $13.23 per share, reducing Kerr’s direct holdings to 48,443 shares. Footnotes clarify that no shares were sold by Kerr in the market and there were no discretionary or open‑market transactions. After these transactions, he also holds 8,982 RSUs, which vest in three equal annual installments subject to continued employment.

RXO, Inc. Chief Financial Officer James E. Harris reported routine equity compensation activity involving restricted stock units that vested and settled as originally scheduled. On this date, 12,989 RSUs converted into 12,989 shares of common stock, increasing his direct common stock holdings.

To cover tax liabilities from this vesting, 5,643 shares of common stock were withheld by the company at a price of $13.23 per share, and no shares were sold in the market. Following these transactions, Harris directly held 130,131 shares of RXO common stock.

RXO, Inc. Chief Legal Officer Jeffrey D. Firestone exercised restricted stock units and had shares withheld for taxes. On 2026-03-22, 11,771 Restricted Stock Units converted into 11,771 shares of Common Stock at an exercise price of $0.00 per share. To cover tax liabilities from this vesting, 5,114 shares of Common Stock were withheld by the company at $13.23 per share, with no open-market sales or discretionary trades. Following these transactions, Firestone directly owned 102,732 shares of Common Stock, and his RSU holdings after settlement totaled 134,894 units.

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.

RXO, Inc. Chief Accounting Officer Jason S. Kerr reported equity award activity involving restricted stock units and common shares. On the reported date, 2,036 Restricted Stock Units were exercised or converted, resulting in 2,036 shares of common stock acquired at a stated price of $0.00 per share.

To cover tax withholding tied to this RSU vesting and settlement, 993 common shares were withheld by RXO at a price of $15.96 per share, with no shares sold by Kerr in the market and no discretionary or open-market trades. After these transactions, Kerr directly held 47,295 shares of common stock and 11,012 restricted stock units.

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.

RXO, Inc. Chief Legal Officer Jeffrey D. Firestone reported equity award activity involving Restricted Stock Units and common stock. On February 28, 2026, he exercised or converted 8,957 Restricted Stock Units, receiving an equivalent 8,957 shares of common stock.

To cover tax liabilities from this vesting and settlement, 3,891 common shares were withheld by RXO at a price of $15.96 per share. The filing states that no shares were sold by Firestone, and there were no discretionary or open‑market transactions. After these events, he directly held 96,075 common shares and 146,665 Restricted Stock Units.

RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported equity compensation activity and related tax withholding. He received a grant of 219,003 Restricted Stock Units (RSUs), each representing a right to one share of common stock or cash equal to its fair market value. These RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally contingent on his continued employment.

Wilkerson also exercised 80,867 RSUs, which converted into the same number of common shares. Of those shares, 35,379 were withheld by RXO at $14.66 per share to cover tax liabilities tied to the vesting, and the filing states no shares were sold in the market or through discretionary transactions. The filing notes an additional 219,003 performance-based RSUs at target that may vest depending on RXO’s total shareholder return versus the S&P Transportation Select Industry Index, to be reported when the earned amount is determined.

RXO, Inc. Chief Accounting Officer Jason S. Kerr reported routine equity activity tied to restricted stock units (RSUs). On February 23, 2026, 5,257 RSUs were exercised and converted into 5,257 shares of common stock at $0.00 per share as part of a scheduled vesting and settlement. To cover tax liabilities from this vesting, 2,563 common shares were withheld by RXO at $14.66 per share; no shares were sold on the open market and there were no discretionary trades. Following these transactions, Kerr directly holds 46,252 shares of common stock and 13,048 RSUs, which generally vest in three equal annual installments subject to continued employment.

RXO, Inc. Chief Financial Officer James E. Harris reported equity compensation and related share movements. He received a grant of 53,908 Restricted Stock Units (RSUs), each representing the right to receive one share of common stock or a cash equivalent upon settlement. The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, subject to his continued employment.

Harris also exercised 21,834 RSUs, which converted into an equal number of common shares. In connection with this vesting and settlement, 9,808 common shares were withheld by RXO at $14.66 per share to cover tax liabilities. The filing states that no shares were sold by Harris and there were no discretionary or open-market transactions.

RXO, Inc. Chief Legal Officer Jeffrey D. Firestone reported equity awards and related share movements. He received a grant of 37,062 Restricted Stock Units (RSUs), which vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to continued employment.

On the prior day, 16,174 RSUs were exercised into 16,174 shares of common stock at a price of $0.00 per share, increasing his direct common stock holdings. Separately, 7,384 common shares at $14.66 per share were withheld by RXO to cover tax liabilities from RSU vesting; footnotes state no shares were sold and there were no open market transactions. Footnotes also note an additional award of 37,062 performance-based RSUs at target, which will be reported when the number of shares earned is determined.

RXO, Inc. received a Form 4 filing showing a large shareholder group led by MFN Partners, LP buying more stock. On February 12, 2026, MFN Partners LP reported an open-market purchase of 532,276 shares of RXO common stock at $12 per share, increasing its directly held position to 28,109,942 shares.

The filing lists several related reporting entities, including MFN Partners GP, LLC and MFN Partners Management entities, as well as managing members Farhad Nanji and Michael F. DeMichele. Each reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

RXO, Inc. reported an insider equity award for one of its directors. On January 2, 2026, the director received 14,517 restricted stock units (RSUs), each representing the right to receive either one share of common stock or a cash payment equal to its fair market value upon settlement.

The RSUs vest in full on January 2, 2027, as long as the director continues serving on the board, and the award is subject to a deferral election that can delay share delivery. After this grant, the director beneficially owns 41,844 RSUs tied to common stock, including 7,745 RSUs that vested on January 2, 2026 but are deferred under a similar election.

RXO, Inc. director equity activity: A board member reported changes in ownership of RXO common stock tied to restricted stock units (RSUs). On January 2, 2026, 7,745 RSUs vested in full and were settled into 7,745 shares of common stock at a stated price of $0 per share, increasing directly held common shares to 30,875.

The filing also shows a new grant of 14,517 RSUs on January 2, 2026. These RSUs are scheduled to vest in full on January 2, 2027, subject to the director’s continued service on the board and a deferral election. Upon settlement, each RSU will deliver either one share of RXO common stock or a cash amount equal to the fair market value of one share, as provided in the award terms.

RXO, Inc. director received a new equity award in the form of restricted stock units. On January 2, 2026, the reporting person was granted 14,517 restricted stock units (RSUs), each representing the right to receive either one share of RXO common stock or a cash amount equal to the share’s fair market value upon settlement. The RSUs were granted at a price of $0, reflecting that this is a compensation award rather than a market purchase.

The RSUs will vest in full on January 2, 2027, provided the individual continues to serve as a director. Delivery of the underlying common shares is subject to a deferral election, meaning the director chose to receive the shares or cash at a later date under the plan’s terms. After this award, the director beneficially holds 22,262 derivative securities, which include RSUs tied to 7,745 shares that vested on January 2, 2026 and are also subject to a deferral election.

RXO, Inc. director reported equity compensation activity involving company stock. On 01/02/2026, the director acquired 7,745 shares of Common Stock at an exercise price of $0, leaving a total of 35,137 shares of Common Stock beneficially owned directly after the transaction.

The filing also shows derivative awards in the form of restricted stock units (RSUs). On the same date, the director received 14,517 RSUs, each representing a right to one share of Common Stock or its cash value, which are scheduled to vest in full on January 2, 2027, subject to continued board service. An existing RSU award of 7,745 units vested on January 2, 2026, resulting in the corresponding share acquisition.

RXO, Inc. reported that one of its directors received a grant of restricted stock units on January 2, 2026. The grant covers 14,517 restricted stock units (RSUs), each representing a contingent right to receive either one share of RXO common stock or a cash payment equal to the fair market value of one share upon settlement.

The RSUs are scheduled to vest in full on January 2, 2027, subject to the director’s continued service on the board and a deferral election. Following this transaction, the director beneficially owns 148,522 derivative securities, including RSUs tied to 7,745 shares of common stock that vested on January 2, 2026 but are subject to a deferral election, with delivery of shares to follow the applicable deferral terms.

RXO, Inc. reported that one of its directors completed several equity transactions on January 2, 2026. The director acquired 7,745 shares of common stock at a stated price of $0 through the exercise of derivative awards and, after this transaction, directly held 283,161 common shares.

On the same date, the director was granted 14,517 restricted stock units (RSUs), each representing a right to receive either one share of common stock or a cash amount equal to its fair market value. These RSUs are scheduled to vest in full on January 2, 2027, subject to continued service as a director. A prior RSU award covering 7,745 units vested on January 2, 2026, resulting in the corresponding common shares being issued.

RXO, Inc. reported an insider equity transaction by one of its directors on 01/02/2026. The director acquired 7,745 shares of common stock at a price of $0 through the conversion of previously granted restricted stock units (transaction code M), bringing direct ownership to 34,275 common shares.

On the same date, the director received a new award of 14,517 restricted stock units (RSUs), each representing the right to receive either one share of common stock or a cash payment equal to its fair market value upon settlement. These RSUs are scheduled to vest in full on January 2, 2027, provided the director continues to serve on the board. Previously granted RSUs vested on January 2, 2026, triggering the share acquisition.

RXO, Inc. (RXO) director reported an open-market purchase of company stock. On 11/20/2025, the reporting person bought 8,317 shares of RXO common stock in a transaction coded "P" (purchase), at a weighted average price of $10.61 per share, within a price range of $10.45 to $10.75.

Following this transaction, the director beneficially owns 275,416 shares of RXO common stock directly. The filing notes that detailed trade data by price level is available upon request.

RXO, Inc. director reported an open-market purchase of 9,350 shares of common stock on 11/17/2025 at a weighted average price of $10.75, bringing direct ownership to 91,137 shares.

The filing also shows beneficial ownership of restricted stock units (RSUs), including 7,745 RSUs that vest in full on January 2, 2026, and 126,260 RSUs that have vested and are subject to a deferral election. Each RSU represents the right to receive either one share of RXO common stock or a cash amount equal to its fair market value upon settlement.

The amendment was made solely to voluntarily include the director’s beneficial ownership of RSUs reported in Table II.

RXO, Inc. reported an insider share purchase by a company director. On 11/17/2025, the reporting person bought 9,350 shares of RXO common stock in the open market, coded as a purchase transaction.

The weighted average purchase price was $10.75 per share, with individual trades ranging from $10.74 to $10.76. Following this transaction, the director directly beneficially owns 91,137 shares of RXO common stock.

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.

RXO, Inc. reported an insider transaction on a Form 4: the Chief Accounting Officer sold 33,343 shares of common stock on 11/10/2025 (transaction code S) at a weighted average price of $11.57, with individual sale prices ranging from $11.51 to $11.68. Following the sale, the reporting person directly owned 43,558 shares.

RXO, Inc. — Form 4 insider transaction

A company director reported transactions on November 7, 2025. The filing shows a purchase of 20,308 shares of common stock at $12.37 per share, held indirectly by a trust. The director also reported transfers coded “G” for no consideration, moving 36,508 shares from the trust and 13,034 shares from direct ownership.

Per the explanation, the director transferred an aggregate of 49,542 shares to a grantor retained annuity trust (GRAT), where the director is trustee and sole beneficiary. Following these transactions, 49,542 shares were listed as indirectly owned by the GRAT.

RXO, Inc. reported an insider purchase by its Chief Executive Officer and director on 11/10/2025. The filing lists two open‑market buys: 7,775 shares and 3,850 shares. The purchase price ranged from $12.80–$12.89, with a weighted average purchase price of $12.88.

Following these transactions, beneficial ownership is shown in three lines: 7,775 shares held indirectly by a trust, 3,850 shares held directly, and 271,767 shares held indirectly through a limited liability company controlled by the reporting person.

RXO, Inc. (RXO) reported an insider ownership update. The Chief Executive Officer and director filed a Form 4 for an estate-planning transfer dated 10/15/2025, reflecting a movement of indirect interests via a limited liability company to family trusts. The entry shows a transaction code “G” and a $0 price.

Following the reported activity, the reporting person shows 271,767 shares of RXO common stock beneficially owned indirectly. According to the footnotes, the shares are held by a limited liability company controlled by the reporting person, and prior transfers were made in accordance with Rule 16a-13.

Jason S. Kerr, Chief Accounting Officer and officer of RXO, Inc. (RXO), reported a disposition of shares on 10/03/2025. The filing shows 9,518 shares were disposed of at a price of $16.64 per share under code F, and the reporting person now beneficially owns 76,901 shares. The filing explains no open‑market sale occurred: the shares were withheld by the issuer to fund tax liability related to the release of restricted shares from lock‑up and clawback conditions. The Form 4 is signed by an attorney‑in‑fact on 10/07/2025.