RXO, Inc. — Director's Dealing 2026

Feb 25, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RXO, Inc. (RXO)
CIK: 0001929561
Period of Report: 2026-02-23

Reporting Person: HARRIS JAMES E (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-02-23	Common Stock	M	21834	—	Acquired	125225	Direct
2026-02-23	Common Stock	F	9808	$14.66	Disposed	115417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2026-02-23	Restricted Stock Unit	$	M	21834	Disposed		Common Stock (21834)	Direct
2026-02-24	Restricted Stock Unit	$	A	53908	Acquired		Common Stock (53908)	Direct

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: 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 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.

F4: The Reporting Person was also awarded 53,908 Performance Based Restricted Stock Units 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.