RXO, Inc. — Director's Dealing 2024

Mar 27, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2024-03-22

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-22	Restricted Stock Unit	$	A	158305	Acquired		Common Stock (158305)	Direct

Footnotes

F1: 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.

F2: The RSUs 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.

F3: The Reporting Person was also awarded 158,305 Performance Share Units (PSUs) at target level, which will be eligible to vest depending on achievement of total shareholder return relative to a subset of companies in the S&P Transportation Select Industry Index and EBITDA performance targets over a three-year time period and will be reported when the number of earned shares is determined.