S. Jacobs Bradley - Dec 31, 2024 Form 4 Insider Report for RXO, Inc. (RXO)

Role
Director
Signature
/s/ Jeffrey D. Firestone, Attorney-in-Fact
Stock symbol
RXO
Transactions as of
Dec 31, 2024
Transactions value $
-$12,975,182
Form type
4
Date filed
1/3/2025, 06:03 PM
Previous filing
Aug 1, 2024
Next filing
Jan 6, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RXO Common Stock Options Exercise $0 +1.17M +277.04% $0.00 1.6M Dec 31, 2024 Direct F1
transaction RXO Common Stock Tax liability -$13M -544K -34.05% $23.84 1.05M Dec 31, 2024 Direct F2
holding RXO Common Stock 1.3M Dec 31, 2024 See footnote F3

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 -1.17M -99.32% $0.00 8.05K Dec 31, 2024 Common Stock 1.17M Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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.