James E. Harris - 23 Feb 2026 Form 4 Insider Report for RXO, Inc. (RXO)

Reporting relationship: Chief Financial Officer
Issuer ticker: RXO
Reported as of: 23 Feb 2026
Net transaction value: -$143,785
SEC form: 4
Accepted by SEC: 25 Feb 2026, 17:01:53 UTC
Prior SEC filing: 30 Sep 2025
Next SEC filing: 03 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Jeffrey D. Firestone, Attorney-in-Fact

Key filing fact

James E. Harris filed Form 4 for RXO, Inc. (RXO) on 25 Feb 2026.

Key facts

This page summarizes James E. Harris's Form 4 filing for RXO, Inc. (RXO).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 25 Feb 2026, 17:01.

Change

Previous filing in this sequence was filed on 30 Sep 2025.
Current net transaction value: -$143,785.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001192813 Primary reporting owner

HARRIS JAMES E

Relationship: Chief Financial Officer
Address: C/O RXO, INC., 11215 NORTH COMMUNITY HOUSE ROAD, CHARLOTTE
Signature: /s/ Jeffrey D. Firestone, Attorney-in-Fact
Signature date: 25 Feb 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RXO transaction

Common Stock

Options Exercise

Transaction value: $0
Shares: +21,834
Change %: +21%
Price: $0.000000
Shares after: 125,225
Date: 23 Feb 2026
Ownership: Direct

RXO transaction

Common Stock

Tax liability

Transaction value: $143,785
Shares: -9,808
Change %: -7.8%
Price: $14.66
Shares after: 115,417
Date: 23 Feb 2026
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RXO transaction Derivative

Restricted Stock Unit

Options Exercise

Transaction value: $0
Shares: -21,834
Change %: -9.3%
Price: $0.000000
Shares after: 211,764
Date: 23 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 21,834
Exercise price
Footnotes: F2, F3

RXO transaction Derivative

Restricted Stock Unit

Award

Transaction value: $0
Shares: +53,908
Change %: +25%
Price: $0.000000
Shares after: 265,672
Date: 24 Feb 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 53,908
Exercise price
Footnotes: F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote F2

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.

Footnote F3

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.

Footnote F4

The Reporting Person was also awarded 53,908 Performance Based Restricted Stock Units at target level, which will be eligible to vest depending on the achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index and will be reported when the number of shares earned is determined.