RXO, Inc. — Director's Dealing 2023

Jan 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2023-01-03

Reporting Person: BRADLEY S JACOBS (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-03	Common Stock	M	1848	—	Acquired	389264	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-03	Restricted Stock Unit	$	M	1848	Disposed		Common Stock (1848.0)	Direct
2023-01-03	Restricted Stock Unit	$	A	11537	Acquired		Common Stock (11537.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1300701	Indirect

Footnotes

F1: On November 1, 2022, XPO Logistics, Inc. ("XPO") completed a pro rata distribution of all of its shares of the Issuer's Common Stock, to the holders of record of XPO common stock on October 20, 2022. The Reporting Person received a distribution from XPO of 1,688,117 shares of the Issuer's Common Stock in the aggregate.

F2: Jacobs Private Equity, LLC is the direct beneficial owner of these securities. Brad Jacobs is the Managing Member of Jacobs Private Equity, LLC.

F3: 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.

F4: The RSUs vested in full on January 3, 2023.

F5: The RSUs shall vest in full on January 3, 2024, subject to the Reporting Person's continued service as a director of the Issuer.