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: DeSalva AnnaMaria (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-03	Common Stock	M	6890	—	Acquired	9771	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-03	Restricted Stock Unit	$	M	6890	Disposed		Common Stock (6890.0)	Direct
2023-01-03	Restricted Stock Unit	$	A	11537	Acquired		Common Stock (11537.0)	Direct

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 "Distribution"). The Reporting Person received a distribution from XPO of 2,881 shares of the Issuer's Common Stock.

F2: 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.

F3: The RSUs vested in full on January 3, 2023.

F4: On November 1, 2022, XPO completed the Distribution. This column includes all outstanding RSUs (including vested deferred and unvested RSUs) issued by the Issuer to the Reporting Person 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.

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.