Kerr Jason S. 4

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.