Form 4 for RXO RXO, Inc.
Accepted 2025-01-03 00:00:00 ET · period of report 2024-12-31 · accession 0001929561-25-000005 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-01-03 | 2024-12-31 | RXO | BRADLEY S JACOBS | Dir | M - OptEx | $0.00 | +1.17M | 1.60M | +277% | $0 |
| D | 2025-01-03 | 2024-12-31 | RXO | BRADLEY S JACOBS | Dir | F - Tax | $23.84 | -544.3K | 1.05M | -34% | -$12.98M |
| D | 2025-01-03 | 2024-12-31 | RXO | BRADLEY S JACOBS | Dir | M - OptEx | $0.00 | -1.17M | 8,045 | -99% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-12-31 | M | A | 1,174,495 | $0.00 | 1,598,436 | D | — | — | (F1) In 2018 and 2019, the Reporting Person was granted performance-based restricted stock unit ("PSU") awards by XPO Logistics, Inc. ("XPO"). On November 1, 2022, XPO completed a distribution of all of the outstanding shares of common stock of RXO Inc. to XPO stockholders (the "Distribution"). Contingent upon and effective upon the completion of the Distribution, the PSU awards were converted into a single time-based vesting RSU award that vested on December 31, 2024. The after-tax shares received upon settlement of the RSU award are subject to a lock up which prohibits transfers of such shares through December 31, 2025. |
| 2 | Common | Common Stock | 2024-12-31 | F | D | 544,261 | $23.84 | 1,054,175 | D | — | — | (F2) 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 Performance 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. |
| 3 | Derivative | Restricted Stock Unit | 2024-12-31 | M | D | 1,174,495 | $0.00 | 8,045 | D | — · — to — | 1,174,495 Common Stock | (F4) 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. (F1) In 2018 and 2019, the Reporting Person was granted performance-based restricted stock unit ("PSU") awards by XPO Logistics, Inc. ("XPO"). On November 1, 2022, XPO completed a distribution of all of the outstanding shares of common stock of RXO Inc. to XPO stockholders (the "Distribution"). Contingent upon and effective upon the completion of the Distribution, the PSU awards were converted into a single time-based vesting RSU award that vested on December 31, 2024. The after-tax shares received upon settlement of the RSU award are subject to a lock up which prohibits transfers of such shares through December 31, 2025. |