HARRIS JAMES E 4

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.