| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RXO | Common Stock | Options Exercise | $0 | +1,174,495 | +277% | $0.000000 | 1,598,436 | 31 Dec 2024 | Direct | F1 |
| transaction | RXO | Common Stock | Tax liability | $-12,975,182 | -544,261 | -34% | $23.84 | 1,054,175 | 31 Dec 2024 | Direct | F2 |
| holding | RXO | Common Stock | 1,300,701 | 31 Dec 2024 | See footnote | F3 |
| 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 | -1,174,495 | -99.3% | $0.000000 | 8,045 | 31 Dec 2024 | Common Stock | 1,174,495 | Direct | F1, F4 |
| Id | Content |
|---|---|
| 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. |
| 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. |
| F3 | Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Brad Jacobs is the Managing Member of Jacobs Private Equity, LLC. |
| 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. |