Andrew M. Wilkerson - 28 Feb 2026 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: 28 Feb 2026
Net transactions value: -$366,920
Form type: 4
Filing time: 03 Mar 2026, 16:34:25 UTC
Previous 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	03 Mar 2026	0001949694

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RXO	Common Stock	Options Exercise	$0	+52,923	+105%	$0.000000	103,142	28 Feb 2026	Direct
transaction	RXO	Common Stock	Tax liability	$366,920	-22,990	-22%	$15.96	80,152	28 Feb 2026	Direct	F1
holding	RXO	Common Stock						7,775	28 Feb 2026	By Trust
holding	RXO	Common Stock						271,767	28 Feb 2026	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	-52,923	-7.1%	$0.000000	691,180	28 Feb 2026	Common Stock	52,923		Direct	F3, F4

* 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 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.