RXO, Inc. — Director's Dealing 2023

Nov 16, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2023-11-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-14	Common Stock	M	3131	—	Acquired	65804	Direct
2023-11-14	Common Stock	F	1384	$20.02	Disposed	64420	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-11-14	Restricted Stock Unit	$	M	3131	Disposed		Common Stock (3131)	Direct

Footnotes

F1: 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.

F2: 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.

F3: The RSUs vested at 50% on the second anniversary of the grant date and the remaining award will vest in two equal installments on the third and fourth anniversaries of the grant date, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.