RXO, Inc. — Director's Dealing 2022

Nov 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2022-11-01

Reporting Person: Kerr Jason S. (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-01	Common Stock	A	87116	—	Acquired	87116	Direct

Footnotes

F1: On October 3, 2022, the Reporting Person was granted unvested Restricted Stock Units ("RSUs") by XPO Logistics, Inc. ("XPO"), subject to the satisfaction of certain predetermined performance criteria. On November 1, 2022, as a result of the completion of a pro rata distribution (the "Distribution") of all of the shares of the Issuer's Common Stock by XPO, the performance criteria applicable to such RSUs was satisfied and the RSUs were settled in the form of restricted shares of XPO that were converted into shares of Issuer Common Stock in connection with the Distribution. A percentage of the shares of Common Stock are subject to lock-up restrictions and clawback conditions through the following applicable dates: (CONT'D in FN 2)

F2: (CONT'D from FN 1) 100% from November 1, 2022 up to and including October 3, 2023; 87.5% from October 3, 2023 up to and including October 3, 2024; 75% from October 3, 2024 up to and including October 3, 2025; 50% from October 3, 2025 up to and including October 3, 2026; and 25% from October 3, 2026 up to and including October 3, 2027.