JAMES E. HARRIS - 23 Feb 2026 Form 4 Insider Report for RXO, Inc. (RXO)

Role: Chief Financial Officer
Signature: /s/ Jeffrey D. Firestone, Attorney-in-Fact
Issuer symbol: RXO
Transactions as of: 23 Feb 2026
Net transactions value: -$143,785
Form type: 4
Filing time: 25 Feb 2026, 17:01:53 UTC
Previous filing: 30 Sep 2025
Next filing: 03 Mar 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
HARRIS JAMES E	Chief Financial Officer	C/O RXO, INC., 11215 NORTH COMMUNITY HOUSE ROAD, CHARLOTTE	/s/ Jeffrey D. Firestone, Attorney-in-Fact	25 Feb 2026	0001192813

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RXO	Common Stock	Options Exercise	$0	+21,834	+21%	$0.000000	125,225	23 Feb 2026	Direct
transaction	RXO	Common Stock	Tax liability	$143,785	-9,808	-7.8%	$14.66	115,417	23 Feb 2026	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	-21,834	-9.3%	$0.000000	211,764	23 Feb 2026	Common Stock	21,834		Direct	F2, F3
transaction	RXO	Restricted Stock Unit	Award	$0	+53,908	+25%	$0.000000	265,672	24 Feb 2026	Common Stock	53,908		Direct	F2, F3, F4

* 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.
F4	The Reporting Person was also awarded 53,908 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.