RXO, Inc. — Director's Dealing 2025

Nov 17, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2025-11-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-11-14	Common Stock	M	1565	—	Acquired	5415	Direct
2025-11-14	Common Stock	F	684	$10.86	Disposed	4731	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-11-14	Restricted Stock Unit	$	M	1565	Disposed		Common Stock (1565)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7775	Indirect
Common Stock	271767	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: The shares are held by a limited liability company that is controlled by the Reporting Person.

F3: 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.

F4: The RSUs vested at 50% on the second anniversary of the grant date and the remaining award vested in two equal installments on the third and fourth anniversaries of the grant date.

F5: Includes 74,932 RSUs previously reported separately in Table II in the Reporting Person's Form 4 filed on March 4, 2025.