HARRIS JAMES E 4

4 · RXO, Inc. · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

RXO CFO James Harris Receives 13,028 Shares (RSU Vesting)

What Happened

James E. Harris, Chief Financial Officer of RXO, had 13,028 restricted stock units (RSUs) vest and settle on Feb 28, 2026. The RSUs converted to 13,028 shares of RXO common stock (reported as derivative exercise/conversion at $0.00 per share).
To satisfy tax withholding on the settlement, 5,660 of those shares were withheld by the issuer at $15.96 per share, totaling $90,334. No open-market sale was reported; the withholding was used solely to cover tax obligations. Net shares received by Harris = 13,028 − 5,660 = 7,368 shares.

Key Details

Transaction date: February 28, 2026 (settlement/vesting); Form 4 filed March 3, 2026.
Shares acquired: 13,028 shares (RSU settlement) reported at $0.00 acquisition price.
Shares withheld for taxes: 5,660 shares at $15.96/share = $90,334.
Net shares delivered to insider: 7,368 shares.
Shares owned after transaction: not stated in the provided excerpt of the filing.
Footnotes: F1–F3 indicate these were scheduled RSU vesting and settlement; shares were withheld by the issuer to fund tax liability (no discretionary sale or open-market transaction).
No late-filing flag is indicated in the provided summary; check the full Form 4 for any timeliness notation.

Context

This transaction is a routine RSU vesting and tax-withholding event (an award settlement), not a purchase or an open-market sale. Withholding of shares to cover taxes is common and does not necessarily signal a change in insider sentiment.

Form 4

Period: 2026-02-28

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-28+13,028→ 128,445 total
Tax Payment
Common Stock
[F1]
2026-02-28$15.96/sh−5,660$90,334→ 122,785 total
Exercise/Conversion
Restricted Stock Unit
[F2][F3]
2026-02-28−13,028→ 252,644 total
→ Common Stock (13,028 underlying)

Footnotes (3)

[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]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.
[F3]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.

Signature

/s/ Jeffrey D. Firestone, Attorney-in-Fact|2026-03-03

1 file