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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-01	Restricted Stock Unit	$	A	371727	Acquired		Common Stock (371727)	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: On May 2, 2022, the Reporting Person was granted unvested RSUs by XPO Logistics, Inc. ("XPO"), subject to the satisfaction of certain predetermined performance criteria. On November 1, 2022, as a result of the Distribution (as defined below), the performance criteria applicable to such RSUs was satisfied and the RSUs were converted into RSUs of the Issuer in connection with the Distribution. 12.5% of the RSUs shall vest on May 2, 2023 and May 2, 2024 each, and 25% of the RSUs shall vest on May 2, 2025, May 2, 2026 and May 2, 2027 each, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.

F3: On November 1, 2022, 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.