RXO, Inc. — Director's Dealing 2022

Dec 13, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2022-12-08

Reporting Person: Wilkerson Andrew M. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-08	Common Stock	M	7780	—	Acquired	20453	Direct
2022-12-08	Common Stock	F	3458	$17.89	Disposed	16995	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-08	Common Stock	$	M	7780	Disposed		Common Stock (7780.0)	Direct

Footnotes

F1: On November 1, 2022, XPO Logistics, Inc. ("XPO") completed a pro rata distribution of all of its shares of the Issuer's Common Stock, to the holders of record of XPO common stock on October 20, 2022. The reporting person received a distribution from XPO of 12,673 shares of the Issuer's Common Stock.

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 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: 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.

F4: 7,780 RSUs vested on December 8, 2022 and 7,779 RSUs shall vest on December 8, 2023, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.