Form 4: RXO CEO's Stock Holdings Update Post-RSU Vesting

RXO's CEO, Andrew M. Wilkerson, reported changes in his beneficial ownership of company stock following the vesting and settlement of Restricted Stock Units.

Summary

• Andrew M. Wilkerson, Chief Executive Officer and Director of RXO, Inc., reported changes in his beneficial ownership of company securities.
• On November 14, 2025, 1,565 shares of common stock were acquired upon the vesting and settlement of Restricted Stock Units (RSUs).
• Concurrently, 684 shares of common stock were disposed of at a price of $10.86 per share to satisfy tax liabilities attributable to the RSU vesting.
• No shares were sold by the Reporting Person in the open market; the disposition was solely for tax withholding purposes.
• Following these transactions, Wilkerson directly owns 4,731 shares of common stock.
• Indirect ownership includes 7,775 shares held by a Trust and 271,767 shares held by a limited liability company controlled by Wilkerson.
• Wilkerson also beneficially owns 605,967 Restricted Stock Units, which includes 74,932 RSUs previously reported.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The filing is a routine insider transaction report. The vesting of RSUs is a positive for the executive, and the absence of open market sales by the CEO can be seen as a minor positive signal of confidence in the company's future, but it does not provide new fundamental information.

Positives

• Restricted Stock Units (RSUs) vested as originally scheduled, indicating the fulfillment of performance or time-based conditions.
• No open market sales were conducted by the CEO, with the disposition of shares solely for tax withholding, which can be interpreted as a neutral to slightly positive signal regarding management's confidence in the company.

Future Outlook

N/A. This Form 4 reports historical insider transactions and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• 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.
• These RSUs vested and were settled as originally scheduled, and there were no related discretionary transactions or open market sales.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, common across all publicly traded companies. It reflects the standard compensation structure for executives, often involving equity awards like RSUs, and the process of tax withholding upon vesting. It does not provide broader industry trends or specific competitive insights.

Comparison to Industry Standards

• N/A. This filing details a standard insider transaction (RSU vesting and tax withholding) and does not provide performance metrics for comparison against industry benchmarks or competitors.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and stock ownership, which is a standard disclosure for corporate governance.
• Employees: Reflects standard executive compensation practices, which may align with broader company compensation strategies.

Next Steps

• N/A. This filing reports completed transactions. Future RSU vesting events would be reported in subsequent Form 4 filings as they occur.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the vesting of Restricted Stock Units and subsequent tax withholding. It does not provide new financial performance data, strategic updates, or significant changes in company outlook that would warrant a change in investment recommendation. The absence of open market sales by the CEO upon vesting is a neutral to slightly positive signal, but not enough to alter a fundamental investment thesis. Therefore, a 'hold' recommendation is appropriate as the filing does not present new information to change an existing position.

Keywords

RXO, Andrew M. Wilkerson, CEO, Director, Form 4, Insider Transaction, Beneficial Ownership, Restricted Stock Units, RSU Vesting, Tax Withholding