Kerr Jason S. 4

What Happened
Jason S. Kerr, Chief Accounting Officer of RXO, had 2,030 restricted stock units (RSUs vest and settle) on March 22, 2026. The RSUs converted into shares, 882 of those shares were withheld by the issuer to cover tax withholding at an implied price of $13.23/share (value withheld = $11,669), leaving a net delivery of 1,148 shares to Kerr. There were no open-market sales by Kerr; the withholding was a company-administered tax payment.

Key Details

• Transaction date: March 22, 2026; Form 4 filed March 24, 2026 (timely).
• Transactions reported: conversion/settlement of RSUs (derivative code M) for 2,030 shares and withholding of 882 shares for taxes (code F).
• Withholding price/value: $13.23 per share; 882 shares withheld = $11,669.
• Net shares received by insider: 2,030 − 882 = 1,148 shares.
• Shares owned after transaction: not specified in the excerpt provided.
• Footnotes: withholding was done by the issuer to satisfy tax liability (F1); each RSU entitles the holder to one share or cash equal to one share’s fair market value upon settlement (F2); RSUs vest in three equal annual installments subject to continued employment (F3).
• No 10b5-1 plan or open-market sale noted; this was a routine vesting/settlement and tax withholding event, not a discretionary sale.

Context
This was a routine RSU vesting and company tax-withholding event rather than a purchase or an open-market sale. For retail investors, these vesting-withholding filings typically reflect compensation mechanics (tax payments and delivery of net shares) and do not by themselves indicate insider sentiment about the company’s prospects.