Form 4: RXO Chief Legal Officer's RSU Vesting and New Award

RXO's Chief Legal Officer, Jeffrey D. Firestone, reported the vesting of restricted stock units and the grant of new performance-based awards.

Summary

• Jeffrey D. Firestone, Chief Legal Officer of RXO, Inc., reported transactions related to his equity holdings.
• 16,174 Restricted Stock Units (RSUs) vested and settled on February 23, 2026, resulting in the acquisition of 16,174 shares of Common Stock.
• 7,384 shares of Common Stock were withheld by the Issuer at a price of $14.66 per share to cover tax liabilities associated with the RSU vesting.
• Following these transactions, Firestone beneficially owns 91,009 shares of Common Stock.
• Additionally, Firestone was awarded 37,062 new Performance-Based Restricted Stock Units on February 24, 2026.
• These new RSUs are eligible to vest based on the achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index.
• The RSUs generally vest in three equal annual installments, subject to continued employment.
• Firestone's total beneficial ownership of derivative securities (RSUs) is now 155,622.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive and routine filing, reflecting ongoing executive compensation and alignment with shareholder interests through new performance-based awards.

Positives

• Vesting of 16,174 Restricted Stock Units (RSUs) indicates a portion of the Chief Legal Officer's long-term incentive compensation has been realized.
• The award of 37,062 new Performance-Based Restricted Stock Units aligns the executive's future compensation with shareholder returns and provides ongoing incentive.

Negatives

• 7,384 shares of Common Stock were withheld by the Issuer to cover tax liabilities, which is a standard practice for RSU vesting and not a discretionary sale by the executive.

Risks

• The newly awarded 37,062 Performance-Based Restricted Stock Units are subject to vesting conditions tied to the achievement of total shareholder return relative to the S&P Transportation Select Industry Index, introducing performance risk.
• Continued employment is generally required for RSU vesting, posing a risk to the executive's full realization of awards if employment ceases.

Future Outlook

The vesting of the newly awarded 37,062 Performance-Based Restricted Stock Units is contingent on the achievement of total shareholder return relative to the S&P Transportation Select Industry Index, with the number of shares earned to be determined in the future. The general RSU awards vest in three equal annual installments over the next three years, subject to continued employment.

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."
• "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."
• "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 37,062 Performance Based Restricted Stock Units 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."

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for insider transactions, particularly related to executive compensation. The vesting of RSUs and the grant of new performance-based awards are common practices in executive compensation structures across various industries, aiming to align management incentives with long-term shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a widely adopted practice across industries, including transportation and logistics companies like RXO.
• Tying performance-based RSU vesting to Total Shareholder Return (TSR) relative to an industry index, such as the S&P Transportation Select Industry Index, is a common mechanism to incentivize competitive performance against peers like C.H. Robinson Worldwide (CHRW) or Expeditors International of Washington (EXPD).
• The three-year annual vesting schedule for RSUs is a typical duration designed to promote executive retention and long-term focus, consistent with practices observed at comparable companies.

Related Party Transactions

• The vesting and settlement of Restricted Stock Units (RSUs) and the subsequent withholding of shares for tax purposes represent a transaction between the company (Issuer) and its Chief Legal Officer (Reporting Person).
• The award of new Performance-Based Restricted Stock Units is also a transaction between the company and its executive as part of the compensation plan.

Stakeholder Impact

• Shareholders: The award of performance-based RSUs aligns the Chief Legal Officer's incentives with shareholder returns, potentially benefiting long-term value creation. The withholding of shares for tax purposes has a minor, routine impact on the outstanding share count.
• Employees: The filing details executive compensation, which can influence overall compensation philosophy and morale within the company.

Next Steps

• Future vesting of the 37,062 Performance-Based Restricted Stock Units will depend on the achievement of total shareholder return relative to the S&P Transportation Select Industry Index.
• The general Restricted Stock Units will continue to vest in three equal annual installments on the first, second, and third anniversaries of the grant date, subject to continued employment.

Key Dates

Keywords

RXO, Form 4, RSU, Restricted Stock Units, insider transaction, executive compensation, Jeffrey D. Firestone, Chief Legal Officer, equity award, performance-based compensation