RXO, Inc. — Director's Dealing 2024

Dec 9, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2024-12-05

Reporting Person: MFN Partners, LP (N/A)
Reporting Person: MFN Partners GP, LLC (N/A)
Reporting Person: MFN Partners Management, LP (N/A)
Reporting Person: MFN Partners Management, LLC (N/A)
Reporting Person: DeMichele Michael (N/A)
Reporting Person: NANJI FARHAD (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-05	Warrant to Purchase Common Stock	$0.01	J	2018574	Acquired		Common Stock (2018574)	Direct

Footnotes

F1: The Warrant reported herein was purchased on August 12, 2024. Exercise of the Warrant was subject to the approval by the stockholders of the Issuer of the issuance of the underlying shares of Common Stock, pursuant to the applicable rules and regulations of the New York Stock Exchange. Such approval was obtained on December 5, 2024.

F2: The Warrant is immediately exercisable but can only be exercised to the extent that following such exercise the Reporting Persons' beneficial ownership of the Issuer, together with any attribution parties, does not exceed 19.9%. The Warrant has no expiration date.

F3: MFN Partners, LP (the "Partnership") is the holder of the securities reported herein. MFN Partners GP, LLC ("MFN GP") is the general partner of the Partnership. MFN Partners Management, LP ("MFN Management") is the investment adviser to the Partnership. MFN Partners Management, LLC ("MFN LLC") is the general partner of MFN Management. Farhad Nanji and Michael F. DeMichele are managing members of MFN GP and MFN LLC. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest, if any, therein.