Wilkerson Andrew M. 4

4 · RXO, Inc. · Filed Mar 3, 2026

AI-generated summary of this filing

Updated Mar 3, 2026

RXO CEO Andrew Wilkerson Receives RSUs; Shares Withheld for Taxes

What Happened

Andrew M. Wilkerson, CEO of RXO, had 52,923 restricted stock units (RSUs) vest and be settled into common shares on 2026-02-28. Those 52,923 shares were reported as acquired at $0.00 (conversion of derivative/RSU).
To cover taxes on the vesting, 22,990 shares were withheld by the company at $15.96 per share, totaling $366,920 (reported as disposed for tax withholding). The filing shows no open-market sale by the insider.

Key Details

Transaction date: 2026-02-28; Form 4 filed: 2026-03-03.
Acquired: 52,923 shares via RSU settlement (reported at $0.00).
Withheld for taxes (disposed): 22,990 shares at $15.96, $366,920 total.
Additional reported disposition: 52,923 shares listed as derivative conversion (reflecting settlement of the RSUs).
Shares after transaction: not specified in the filing.
Footnotes: withholding was done by the issuer to satisfy tax liability (no open-market sale); some shares are held in an LLC controlled by Wilkerson; each RSU is a contingent right to receive a share (or cash) and vests in three annual installments per the grant terms.
Filing appears timely (filed within the typical 2-business-day window following the 2/28/26 vesting date).

Context

This was a routine RSU vesting and cashless tax-withholding event, not an open-market sale. When companies withhold shares to pay taxes on vested awards, it does not necessarily indicate insider selling intent. The RSUs were settled as scheduled under the grant's vesting terms (annual installments).

Form 4

Period: 2026-02-28

DirectorChief Executive Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-28+52,923→ 103,142 total
Tax Payment
Common Stock
[F1]
2026-02-28$15.96/sh−22,990$366,920→ 80,152 total
Exercise/Conversion
Restricted Stock Unit
[F3][F4]
2026-02-28−52,923→ 691,180 total
→ Common Stock (52,923 underlying)

Holdings

Footnotes (4)

[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.

Signature

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

1 file