Kerr Jason S. 4

4 · RXO, Inc. · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

RXO Chief Accounting Officer Jason Kerr Receives RSU Shares

What Happened

Jason S. Kerr, RXO’s Chief Accounting Officer, had 2,036 restricted stock units (RSUs vest and convert to common shares) on Feb 28, 2026. The RSUs converted at $0 exercise price, producing 2,036 shares.
To cover tax withholding, 993 shares were retained by the issuer at $15.96 per share for a withholding value of $15,848. That left Kerr with a net increase of 1,043 shares (approx. $16.6K in value at $15.96/share).
This was a routine vesting/settlement of RSUs, not an open-market sale by the reporting person.

Key Details

Transaction date: 2026-02-28; Form 4 filed 2026-03-03 (appears to be filed within the normal reporting window).
Transactions reported: M = exercise/conversion of derivative (2,036 shares acquired); F = shares withheld for tax (993 shares disposed by issuer) valued at $15.96/share ($15,848).
Net shares added to Kerr’s holdings from this vesting: 1,043 shares. The filing excerpt does not state total shares owned after the transaction.
Footnotes: RSUs may settle into shares or cash; these RSUs vested and were settled as scheduled. The 993-share “disposition” reflects issuer withholding to cover tax liability, not a voluntary sale by Kerr.

Context

For retail investors: this is a routine executive compensation event (RSU vesting) and not an insider buy or discretionary sale. The conversion is recorded as a derivative exercise; the withholding is a common cashless mechanism to pay taxes. No implication about the insider’s view of the company should be inferred from this single, scheduled vesting event.

Form 4

Period: 2026-02-28

Chief Accounting Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-28+2,036→ 48,288 total
Tax Payment
Common Stock
[F1]
2026-02-28$15.96/sh−993$15,848→ 47,295 total
Exercise/Conversion
Restricted Stock Unit
[F2][F3]
2026-02-28−2,036→ 11,012 total
→ Common Stock (2,036 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