Wilkerson Andrew M. 4

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.