Wilkerson Andrew M. 4

4 · RXO, Inc. · Filed Feb 25, 2026

Form 4

Period: 2026-02-23

DirectorChief Executive Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-23+80,867→ 85,598 total
Tax Payment
Common Stock
[F1]
2026-02-23$14.66/sh−35,379$518,656→ 50,219 total
Exercise/Conversion
Restricted Stock Unit
[F3][F4]
2026-02-23−80,867→ 525,100 total
→ Common Stock (80,867 underlying)
Award
Restricted Stock Unit
[F3][F4][F5]
2026-02-24+219,003→ 744,103 total
→ Common Stock (219,003 underlying)

Holdings

Footnotes (5)

[F1]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.
[F2]The shares are held by a limited liability company that is controlled by the Reporting Person.
[F3]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.
[F4]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.
[F5]The Reporting Person was also awarded 219,003 Performance Based Restricted Stock Units at target level, which will be eligible to vest depending on the achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index and will be reported when the number of shares earned is determined.

Signature

/s/ Jeffrey D. Firestone, Attorney-in-Fact|2026-02-25

Documents

1 file