Andrew M. Wilkerson - 14 Nov 2025 Form 4 Insider Report for RXO, Inc. (RXO)

Role
Chief Executive Officer, Director
Signature
/s/ Jeffrey D. Firestone, Attorney-in-Fact
Issuer symbol
RXO
Transactions as of
14 Nov 2025
Net transactions value
-$7,428
Form type
4
Filing time
17 Nov 2025, 16:16:50 UTC
Previous filing
10 Nov 2025
Next filing
25 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Wilkerson Andrew M. Chief Executive Officer, Director C/O RXO, INC., 11215 N. COMMUNITY HOUSE ROAD, CHARLOTTE /s/ Jeffrey D. Firestone, Attorney-in-Fact 17 Nov 2025 0001949694

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RXO Common Stock Options Exercise $0 +1,565 +41% $0.000000 5,415 14 Nov 2025 Direct
transaction RXO Common Stock Tax liability $7,428 -684 -13% $10.86 4,731 14 Nov 2025 Direct F1
holding RXO Common Stock 7,775 14 Nov 2025 By Trust
holding RXO Common Stock 271,767 14 Nov 2025 See footnote F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RXO Restricted Stock Unit Options Exercise $0 -1,565 -0.26% $0.000000 605,967 14 Nov 2025 Common Stock 1,565 Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 vested at 50% on the second anniversary of the grant date and the remaining award vested in two equal installments on the third and fourth anniversaries of the grant date.
F5 Includes 74,932 RSUs previously reported separately in Table II in the Reporting Person's Form 4 filed on March 4, 2025.