HARRIS JAMES E 4

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.