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: HARRIS JAMES E (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-01	Restricted Stock Unit	$	A	256517	Acquired		Common Stock (256517)	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 September 26, 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 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 converted into RSUs of the Issuer in connection with the Distribution. 12.5% of the RSUs shall vest on September 26, 2023 and September 26, 2024 each, and 25% of the RSUs shall vest on September 26, 2025, September 26, 2026 and September 26, 2027 each, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.