RXO, Inc. — Director's Dealing 2023

Mar 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2023-03-06

Reporting Person: BRADLEY S JACOBS (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-06	Restricted Stock Unit	$	A	43125	Acquired		Common Stock (43125.0)	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: In connection with XPO, Inc.'s pro rata distribution (the "Distribution") of all of its shares of the Issuer's Common Stock on November 1, 2022 to the holders of record of XPO common stock on October 20, 2022, the reporting person received unvested restricted stock units ("RSUs"), subject to the satisfaction of certain predetermined performance criteria, 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. On March 6, 2023, the performance criteria applicable to such RSUs was satisfied.

F3: The RSUs will vest on December 31, 2023.