Form 4: RXO CEO Wilkerson's RSU Vesting and Tax Withholding

RXO, Inc. CEO Andrew M. Wilkerson reported the vesting of 52,768 Restricted Stock Units, with 22,923 shares withheld for tax obligations.

Summary

• Andrew M. Wilkerson, CEO and Director of RXO, Inc., reported changes in beneficial ownership.
• On March 22, 2026, 52,768 Restricted Stock Units (RSUs) vested and settled.
• No shares were sold by Mr. Wilkerson; 22,923 shares were withheld by RXO, Inc. to cover tax liabilities associated with the RSU vesting.
• The shares withheld for tax purposes were valued at $13.23 per share.
• Following these transactions, Mr. Wilkerson directly owns 109,997 shares of Common Stock and indirectly owns 7,775 shares via a Trust and 271,767 shares via a controlled LLC.
• He also beneficially owns 638,412 unvested Restricted Stock Units directly.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting routine executive compensation vesting without any discretionary sales, which is generally a positive sign for management alignment.

Positives

• The vesting of 52,768 Restricted Stock Units for CEO Andrew M. Wilkerson indicates a scheduled compensation event.
• The transaction was a routine vesting and settlement, with no discretionary sales by the reporting person.

Negatives

• 22,923 shares were withheld by the Issuer to cover tax liabilities, reducing the net shares received by the CEO.

Future Outlook

The Restricted Stock Units 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.

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 ("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.

Industry Context

StockSavvy.ai notes that routine executive compensation events, such as RSU vesting, are standard practice across industries and reflect the agreed-upon incentive structures for senior leadership. This filing does not indicate any unusual activity compared to broader industry trends.

Comparison to Industry Standards

• Executive compensation through Restricted Stock Units (RSUs) is a common practice in publicly traded companies, aligning executive incentives with shareholder value over time.
• The withholding of shares for tax purposes upon vesting is a standard and non-discretionary procedure, consistent with practices observed at comparable companies like C.H. Robinson Worldwide (CHRW) or Expeditors International (EXPD) for their executive compensation plans.
• The vesting schedule (three equal annual installments) is typical for long-term incentive plans designed to retain executives and encourage sustained performance.

Stakeholder Impact

• Shareholders: The vesting represents a scheduled compensation expense for the company, but the lack of discretionary sales by the CEO can be viewed positively as it indicates continued holding of company stock.
• Employees: This filing pertains to executive compensation and does not directly impact general employees.

Next Steps

• Future vesting of remaining 638,412 Restricted Stock Units in scheduled annual installments, subject to continued employment.

Key Dates

Keywords

RXO, Andrew Wilkerson, Form 4, SEC Filing, Restricted Stock Units, RSU Vesting, Executive Compensation, Insider Transaction, Stock Ownership