RXO, Inc. — Director's Dealing 2022

Nov 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2022-11-15

Reporting Person: BRADLEY S JACOBS (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-15	Restricted Stock Unit	$	A	1848	Acquired		Common Stock (1848.0)	Direct

Footnotes

F1: 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.

F2: The RSUs shall vest in full on January 3, 2023, subject to the Reporting Person's continued service as a director of the Issuer.

F3: On November 1, 2022, XPO Logistics, Inc. ("XPO") completed a pro rata distribution (the "Distribution") of all of its shares of the Issuer's Common Stock, to the holders of record of XPO common stock, par value $0.001 per share ("XPO Common Stock"), on October 20, 2022. This column includes all RSUs issued by the Issuer to the Reporting Person pursuant to the equitable adjustment of outstanding equity awards relating to XPO Common Stock in accordance with the terms of the Employee Matters Agreement, dated as of October 31, 2022, by and between XPO and the Issuer.