Andrew M. Wilkerson - Feb 23, 2023 Form 4 Insider Report for RXO, Inc. (RXO)

Role: Chief Executive Officer, Director
Signature: /s/ Jeffrey D. Firestone, Attorney-in-Fact
Stock symbol: RXO
Transactions as of: Feb 23, 2023
Transactions value $: -$21,517
Form type: 4
Date filed: 2/27/2023, 07:47 PM
Previous filing: Jan 18, 2023
Next filing: Mar 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RXO	Common Stock	Award	$0	+2.37K	+13.43%	$0.00	20K	Feb 23, 2023	Direct	F1
transaction	RXO	Common Stock	Tax liability	-$21.5K	-1.04K	-5.21%	$20.61	19K	Feb 23, 2023	Direct	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	Award	$0	+243K	+59.69%	$0.00	649K	Feb 23, 2023	Common Stock	243K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with XPO Inc.'s pro rata distribution (the "Distribution") of all of its shares of the Issuer's Common Stock on November 1, 2022, to the holders of record of XPO common stock on October 20, 2022, the reporting person received unvested restricted stock units ("RSUs"), subject to the satisfaction of certain predetermined performance criteria, pursuant to the equitable adjustment of outstanding equity awards relating to XPO common stock in accordance with the terms of the Employee Matters Agreement, dated as of October 31, 2022, by and between XPO and the Issuer. On February 23, 2023, the performance criteria applicable to one third of such RSUs was satisfied and one third of the RSUs vested and settled as Common Stock of the Issuer.
F2	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 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.
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 will 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.