JAMES E. HARRIS - 28 Feb 2025 Form 4 Insider Report for RXO, Inc. (RXO)

Signature
/s/ Jeffrey D. Firestone, Attorney-in-Fact
Issuer symbol
RXO
Transactions as of
28 Feb 2025
Net transactions value
$0
Form type
4
Filing time
04 Mar 2025, 18:18:41 UTC
Previous filing
25 Feb 2025
Next filing
25 Mar 2025

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 +18,446 $0.000000 18,446 28 Feb 2025 Common Stock 18,446 Direct F1, F2, F3
transaction RXO Restricted Stock Unit Award $0 +39,082 +15% $0.000000 292,271 28 Feb 2025 Common Stock 39,082 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 2024 Grant of Performance Based Restricted Stock Units (PSUs)
F2 Each Restricted Stock Unit (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 PSUs granted in March 2024 are comprised of three separate one-year performance periods for each of the calendar years 2024, 2025 and 2026. All PSUs will vest following 2026, to the extent earned and subject to the reporting person's continued employment. This reflects the PSUs that were earned over the first one-year performance period (January 1, 2024 - December 31, 2024) based on the level of achievement of pre-determined performance goals related to Total Shareholder Return compared to the S&P Transportation Select Industry Index.
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. The Reporting Person was also awarded 39,082 PSUs 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.