RXO, Inc. — Director's Dealing 2024

Aug 14, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2024-08-12

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-08-12	Common Stock	P	10266810	$20.21	Acquired	27577666	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-08-12	Warrant to Purchase Common Stock	$0.01	P	2558753	Acquired		Common Stock (2558753)	Direct

Footnotes

F1: 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.

F2: This Warrant can only be exercised to the extent that following such exercise the Partnership's beneficial ownership of the Issuer, together with any attribution parties, does not exceed 19.9%. The Warrant has no expiration date. This does not include an additional warrant for 2,018,574 shares of Common Stock with an exercise price of $0.01 and no expiration date, which becomes exercisable immediately upon the stockholders of the Issuer approving the issuance of the shares underlying that warrant pursuant to the applicable rules and regulations of the New York Stock Exchange. Upon such approval, that warrant can only be exercised to the extent that following such exercise the Partnership's beneficial ownership of the Issuer, together with any attribution parties, does not exceed 19.9%.