Wilkerson Andrew M. 4
4 · RXO, Inc. · Filed Mar 24, 2026
Research Summary
AI-generated summary of this filing
RXO CEO Andrew Wilkerson Receives RSUs; Shares Withheld for Taxes
What Happened
Andrew M. Wilkerson, CEO of RXO, had 52,768 restricted stock units (RSUs vest and settle) on March 22, 2026. All 52,768 RSUs were converted into shares; the issuer withheld 22,923 shares to cover tax withholding (reported value ~$303,271). The remaining shares were issued and are held by a limited liability company controlled by Wilkerson.
Key Details
- Transaction date: March 22, 2026; Form 4 filed March 24, 2026 (appears timely).
- Primary actions reported:
- Exercise/conversion of derivative (RSU settlement): 52,768 shares acquired at $0.00 (code M).
- Tax withholding (issuer withheld shares): 22,923 shares withheld/disposed at $13.23 each for ~$303,271 (code F).
- An additional derivative disposition line reflects the conversion/settlement of the 52,768 RSUs.
- Shares held after transaction: not specified in the provided excerpt; remaining shares from the settlement are held by an LLC controlled by Wilkerson (footnote F2).
- Footnotes of note:
- F1: No open-market sale — shares were withheld by the issuer to satisfy tax withholding, not sold by Wilkerson.
- F3–F4: Each RSU converts on settlement into either one share or cash equal to fair market value; RSUs vest in three equal annual installments subject to continued employment.
Context
This was an RSU vesting/settlement event, not an open-market purchase or sale. The withholding of shares to cover taxes is a common administrative step and does not necessarily signal buying or selling sentiment by the insider. The filing does not indicate a discretionary sale or a 10b5-1 plan.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-03-22+52,768→ 132,920 total - Tax Payment
Common Stock
[F1]2026-03-22$13.23/sh−22,923$303,271→ 109,997 total - Exercise/Conversion
Restricted Stock Unit
[F3][F4]2026-03-22−52,768→ 638,412 total→ Common Stock (52,768 underlying)
- 7,775(indirect: By Trust)
Common Stock
- 271,767(indirect: See footnote)
Common Stock
[F2]
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.