HARRIS JAMES E 4

4 · RXO, Inc. · Filed Mar 24, 2026

AI-generated summary of this filing

Updated Mar 24, 2026

RXO CFO James E. Harris Receives RSU Settlement; Taxes Withheld

What Happened

James E. Harris, Chief Financial Officer of RXO, had 12,989 restricted stock units (RSUs) convert/settle into common shares on 2026-03-22. The issuer withheld 5,643 of those shares to cover tax withholding at $13.23 per share (withheld value $74,657). Net shares delivered to Harris were 7,346.
This was an equity compensation settlement (not a market sale or open-market purchase). No shares were sold on the open market as part of this transaction.

Key Details

Transaction date: 2026-03-22; Form 4 filed: 2026-03-24 (timely filing).
Converted/settled: 12,989 RSUs (reported as derivative exercise/conversion, code M).
Tax withholding: 5,643 shares withheld at $13.23/share for $74,657 (code F). Footnote clarifies shares were withheld by the issuer to satisfy tax liability; no open-market sale.
Net shares issued to insider: 7,346.
Shares owned after transaction: not specified in the provided excerpt of the filing.
Relevant footnotes: F1 (withholding to fund tax liability; no open-market sales), F2 (each RSU = right to one share or cash equal to market value), F3 (RSUs vest in three equal annual installments, subject to continued employment).

Context

This is a routine RSU vesting/settlement and common form of executive compensation; the withheld shares simply covered tax obligations and do not indicate a discretionary sale.
For retail investors: such settlements are typical and do not necessarily signal the insider’s market view. M indicates conversion/exercise of a derivative (RSU settlement); F indicates shares withheld for taxes.

Form 4

Period: 2026-03-22

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
2026-03-22+12,989→ 135,774 total
Tax Payment
Common Stock
[F1]
2026-03-22$13.23/sh−5,643$74,657→ 130,131 total
Exercise/Conversion
Restricted Stock Unit
[F2][F3]
2026-03-22−12,989→ 239,655 total
→ Common Stock (12,989 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|2026-03-24

1 file