Andrew M. Wilkerson - May 2, 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: May 2, 2023
Transactions value $: -$378,721
Form type: 4
Date filed: 5/4/2023, 05:00 PM
Previous filing: Mar 17, 2023
Next filing: Jul 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RXO	Common Stock	Options Exercise	$0	+46.5K	+216.95%	$0.00	67.9K	May 2, 2023	Direct
transaction	RXO	Common Stock	Tax liability	-$379K	-20.5K	-30.25%	$18.44	47.3K	May 2, 2023	Direct	F1

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	-46.5K	-7.21%	$0.00	598K	May 2, 2023	Common Stock	46.5K		Direct	F2, F3

* 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	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.
F3	The RSUs vest in installments on the first five anniversaries of the grant date, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.