RXO, Inc. — Director's Dealing 2024

Jan 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2023-12-31

Reporting Person: BRADLEY S JACOBS (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-31	Common Stock	M	43125	—	Acquired	432389	Direct
2023-12-31	Common Stock	F	19985	$23.26	Disposed	412404	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-31	Restricted Stock Unit	$	M	43125	Disposed		Common Stock (43125)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1300701	Indirect

Footnotes

F1: No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled as originally scheduled, and there were no related discretionary transactions or open market sales.

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 in Item 5 of Table II vested on December 31, 2023.