Jason S. Kerr - Feb 23, 2024 Form 4 Insider Report for RXO, Inc. (RXO)

Role: Chief Accounting Officer
Signature: /s/ Jeffrey D. Firestone, Attorney-in-Fact
Stock symbol: RXO
Transactions as of: Feb 23, 2024
Transactions value $: -$38,928
Form type: 4
Date filed: 2/27/2024, 04:47 PM
Previous filing: Oct 5, 2023
Next filing: Mar 26, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RXO	Common Stock	Options Exercise	$0	+5.26K	+6.39%	$0.00	87.6K	Feb 23, 2024	Direct
transaction	RXO	Common Stock	Tax liability	-$38.9K	-1.81K	-2.07%	$21.46	85.7K	Feb 23, 2024	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	-5.26K	-33.34%	$0.00	10.5K	Feb 23, 2024	Common Stock	5.26K		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 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.