RXO, Inc. — Director's Dealing 2025

Mar 6, 2025

SEC Form 4/A — Form 4/A

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2025-02-28

Reporting Person: Firestone Jeffrey D. (Chief Legal Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-28	Restricted Stock Unit	$	A	16717	Acquired		Common Stock (16717)	Direct
2025-02-28	Restricted Stock Unit	$	A	26869	Acquired		Common Stock (26869)	Direct

Footnotes

F1: 2024 Grant of Performance Based Restricted Stock Units (PSUs)

F2: 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.

F3: The PSUs granted in March 2024 are comprised of three separate one-year performance periods for each of the calendar years 2024, 2025 and 2026. All PSUs will vest following 2026, to the extent earned and subject to the reporting person's continued employment. This reflects the PSUs that were earned over the first one-year performance period (January 1, 2024 - December 31, 2024) based on the level of achievement of pre-determined performance goals related to Total Shareholder Return compared to the S&P Transportation Select Industry Index.

F4: This Amendment is being filed to correct Column 5 of Table II to move the number 16,717 from column "D" to column "A".

F5: 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. The Reporting Person was also awarded 26,869 PSUs at target level, which will be eligible to vest depending on the achievement of total shareholder return relative to companies in the S&P Transportation Select Industry Index and will be reported when the number of shares earned is determined.