RXO, Inc. — Director's Dealing 2023

Feb 28, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2023-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-23	Common Stock	A	2373	—	Acquired	20036	Direct
2023-02-23	Common Stock	F	1044	$20.61	Disposed	18992	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-23	Restricted Stock Unit	$	A	242601	Acquired		Common Stock (242601.0)	Direct

Footnotes

F1: 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 February 23, 2023, the performance criteria applicable to one third of such RSUs was satisfied and one third of the RSUs vested and settled as Common Stock of the Issuer.

F2: 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 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.

F3: 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.

F4: The RSUs will vest in three equal annual installments on the first, second and third anniversaries of the grant date, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.