Wilkerson Andrew M. 4

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).