RXO / RXO, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC.

RXO, Inc. Condensed Consolidated Statements of Operations

Exhibit 99.1 RXO Announces Second-Quarter Results •Brokerage volume growth of 1% year over year driven by less-than-truckload volume growth of 45% •Beginning to realize benefits from unified carrier coverage operations; Brokerage gross margin of 14.4% in the quarter •Last Mile achieved 17% year-over-year stop growth, the fourth consecutive quarter of double-digit growth •Strong quarterly cash perf

Second Quarter 2025 Results August 7, 2025 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comp

earningspresentation-q22 Second Quarter 2025 Results August 7, 2025 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 RXO, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 RXO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2025 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (IR

RXO, Inc. Condensed Consolidated Statements of Operations

Exhibit 99.1 RXO Announces First-Quarter Results, Successful Migration of Coyote Coverage Operations to the RXO Connect® Platform •Carrier and coverage operations now occurring in one unified system, enabling future cost-of-purchased-transportation synergies. •Raising synergy estimate; now expect greater than $70 million of cash synergies. •Less-than-truckload brokerage volume increased by 26% yea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 RXO, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Form of RXO, Inc.

Exhibit 10.1 Form of RXO Inc. Annual Incentive Plan RXO Annual Incentive Plan The RXO Annual Incentive Plan furthers our “Pay for Performance” philosophy on compensation and aligns short-term compensation plans of the business units/lines of business into one annual incentive plan. This document will cover the eligibility, metrics, and funding mechanism, as well as how individual performance influ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC.

First Quarter 2025 Results May 7, 2025 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparab

earningspresentation-q12 First Quarter 2025 Results May 7, 2025 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

XO, Inc. Securities Trading Polic

Exhibit 19 RXO, INC. SECURITIES TRADING POLICY I.Purpose To describe the standards concerning the handling of non-public information relating to RXO, Inc. and its subsidiaries (collectively, the “Company”) and the buying and selling of securities of the Company. II.Persons Affected and Prohibited Transactions The general prohibitions of this Policy apply to all directors, officers and employees of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC. (Exa

Subsidiaries of the registrant.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT RXO, Inc. maintains 38 subsidiaries. Set forth below are the names of wholly owned subsidiaries of RXO, Inc., as of December 31, 2024, that provide freight transportation services. Name Jurisdiction of Incorporation RXO, Inc. Delaware RXO Corporate Solutions, LLC Delaware RXO Managed Transport, LLC Delaware RXO Corporate Services Canada Inc. Ontario Jacobs

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

RXO, Inc. Consolidated Statements of Operations

Exhibit 99.1 RXO Reports Fourth-Quarter Results •Coyote acquisition remains ahead of schedule. Raising annualized cost synergy estimate to be at least $50 million •Brokerage volume increased by 10% sequentially from the third quarter •Managed Transportation sales pipeline now nearly $2 billion in freight under management •Last Mile stop growth continued to accelerate and grew 15% year-over-year CH

Fourth Quarter 2024 Results February 5, 2025 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly co

Fourth Quarter 2024 Results February 5, 2025 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

RXO / RXO, Inc. / MFN Partners, LP - SC 13G/A Passive Investment

SC 13G/A CUSIP No. 74982T103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* RXO, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 74982T103 (CUSIP Number) September 30, 2024 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate

RXO, Inc. Condensed Consolidated Statements of Operations

Exhibit 99.1 RXO Reports Third-Quarter Results with Coyote Integration Ahead of Schedule and Complementary Services Momentum •Coyote acquisition completed September 16; integration well underway and progressing smoothly. Raising annualized cost synergy estimate to at least $40 million. •Strengthened balance sheet while financing Coyote acquisition; combined company leverage ratio decreased by more

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO,

Third Quarter 2024 Results November 7, 2024 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly com

Third Quarter 2024 Results November 7, 2024 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party Other Than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

28,514,952 Shares of Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-282002 PROSPECTUS SUPPLEMENT (To Prospectus dated September 9, 2024)   28,514,952 Shares of Common Stock This prospectus supplement relates to the resale by the selling stockholders identified in this prospectus supplement (the “selling stockholders”) of 22,255,481 shares of common stock and 6,259,471 shares of common stock is

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 RXO, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41514 (Commission File Number) 88-2183384

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party Other Than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Numbe

Second Amended and Restated Bylaws of RXO, Inc., effective as of September 23, 2024.

EXHIBIT 3.1 SECOND AMENDED AND RESTATED BYLAWS OF RXO, INC. Incorporated under the Laws of the State of Delaware Effective as of September 23, 2024 TABLE OF CONTENTS Page Article I OFFICES AND RECORDS 1 Article II STOCKHOLDERS 1 Article III BOARD OF DIRECTORS 23 Article IV OFFICERS 25 Article V STOCK CERTIFICATES AND TRANSFERS 27 Article VI INDEMNIFICATION 29 Article VII MISCELLANEOUS PROVISIONS 3

First Amendment to Purchase Agreement, dated as of September 15, 2024, by and among

EXHIBIT 2.2 Execution Version FIRST AMENDMENT TO PURCHASE AGREEMENT This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of September 15, 2024, by and among UNITED PARCEL SERVICE OF AMERICA, INC., a Delaware corporation (“UPS”), UPS CORPORATE FINANCE S.À R.L., a limited liability company (société à responsabilité limitée) organized under the laws of the Grand D

RXO Completes Acquisition of Coyote Logistics

EXHIBIT 99.1 RXO Completes Acquisition of Coyote Logistics RXO is now the third-largest provider of brokered transportation in North America CHARLOTTE, N.C. — September 16, 2024 — RXO (NYSE: RXO), a leading provider of asset-light transportation solutions, today announced it has completed its acquisition of Coyote Logistics from UPS for a purchase price of $1.025 billion. The company is now the th

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Numbe

Financial Statements and Exhibits, Other Events, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number

***

Exhibit 99.1 RXO Announces Upsizing and Pricing of Common Stock Offering Associated with Financing Acquisition of Coyote Logistics from UPS CHARLOTTE, N.C. — September 9, 2024 — RXO (NYSE: RXO), a leading provider of asset-light transportation solutions, today announced that is has upsized its previously announced public offering of common stock to $500 million in total gross proceeds, pricing 19,

Underwriting Agreement, dated September 9, 2024, by and among RXO, Inc., Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto.

Exhibit 1.1 RXO, Inc. Common Stock Underwriting Agreement September 9, 2024 Goldman Sachs & Co. LLC BofA Securities, Inc. Citigroup Global Markets Inc. Morgan Stanley & Co. LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 c/o BofA Securities, Inc. One Bryant Park New York, Ne

$500,000,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-282002 PROSPECTUS SUPPLEMENT (To Prospectus dated September 9, 2024) $500,000,000 Common Stock RXO, Inc. is offering 19,230,770 shares of its common stock, par value $0.01 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus. On June 21, 2024, we entered into a Purchase Agreement

RXO / RXO, Inc. / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* RXO, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 74982T103 (CUSIP Number) August 31, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 RXO, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee

As filed with the Securities and Exchange Commission on September 9, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 9, 2024 Registration No.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On June 21, 2024, RXO, Inc. (“RXO” or the “Company”) entered into a Purchase Agreement (the “Agreement”) with United Parcel Service of America, Inc. (“UPS”), UPS Corporate Finance S.À R.L. (“UPS Lux”) and UPS SCS (UK) LTD. (“UPS SCS” and, together with UPS and UPS Lux, the “Sellers”), pursuant to which RXO agreed to purchase

Coyote Logistics Unaudited Combined Financial Statements For the six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 TABLE OF CONTENTS

Exhibit 99.2 Coyote Logistics Unaudited Combined Financial Statements For the six months ended June 30, 2024 and 2023 and as of June 30, 2024 and December 31, 2023 TABLE OF CONTENTS Financial Statements Combined Balance Sheets 1 Statements of Combined Income (Loss) 2 Statements of Combined Comprehensive Income (Loss) 2 Statements of Combined Cash Flows 3 Notes to Unaudited Combined Financial State

***

Exhibit 99.1 RXO Announces Common Stock Offering Associated with Financing Acquisition of Coyote Logistics from UPS CHARLOTTE, N.C. — September 9, 2024 — RXO (NYSE: RXO), a leading provider of asset-light transportation solutions, today announced it intends to make an offering of $350,000,000 of shares of its common stock. RXO’s common stock is listed on the New York Stock Exchange under the symbo

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number

Subject to Completion, Dated September 9, 2024

TABLE OF CONTENTS This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number

Filing Fee Table.

Calculation of Filing Fee Tables S-3 RXO, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee

Coyote Logistics Combined Financial Statements As of and for the years ended December 31, 2023 and 2022 and Independent Auditor’s Report. TABLE OF CONTENTS

Exhibit 99.1 Coyote Logistics Combined Financial Statements As of and for the years ended December 31, 2023 and 2022 and Independent Auditor’s Report. TABLE OF CONTENTS Independent Auditor’s Report Financial Statements Combined Balance Sheets 1 Statements of Combined Income (Loss) 2 Statements of Combined Comprehensive Income (Loss) 2 Statements of Combined Cash Flows 3 Notes to Combined Financial

Form of Indenture.

  Exhibit 4.8   [Form of Indenture]     RXO, INC. Company       INDENTURE   Dated as of [ ],   Providing for Issuance of Senior Securities in Series       [   ], Trustee           Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended   Trust Indenture Act Section Indenture Section 310(a)(1) 7.09; 7.10 (a)(2) 7.10 (a)(3) 7.10 (a)(4) 7.10 (a)(5) 7.10

RXO, INC. 11215 North Community House Road Charlotte, North Carolina

RXO, INC. 11215 North Community House Road Charlotte, North Carolina August 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, DC 20549 Attn: Lily Dang and Karl Hiller RE: RXO, Inc. Form 10-K for the Fiscal Year ended December 31, 2023 Filed February 13, 2024 File No. 001-41514 Dear Ms. Dang and

RXO / RXO, Inc. / MFN Partners, LP - SC 13G/A Passive Investment

SC 13G/A CUSIP No. 74982T103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RXO, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 74982T103 (CUSIP Number) August 12, 2024 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the

Form of Pre-Funded Warrant.

Exhibit 4.1 The securities represented by this instrument and the securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended, or securities laws of any state and may not be transferred, sold or otherwise disposed of except pursuant to a registration statement relating thereto in effect under such act and applicable state securities laws or pursu

Agreement, dated as of August 12, 2024, by and among the Company and t

Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Purchase Agreement”) is entered into on August 12, 2024, by and between RXO, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”). WHEREAS, the Company entered into that certain Purchase Agreement, dated as of June 21, 2024 (the “UPS Purchase Agreement”), among the Company, United Parcel Services

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

RXO Announces $550 Million Private Financing

Exhibit 99.1 RXO Announces $550 Million Private Financing · Company intends to use the proceeds for the planned acquisition of Coyote Logistics · Coyote acquisition expected to close in the first half of the fourth quarter Charlotte, N.C. — August 12, 2024 — RXO (NYSE: RXO), a leading provider of asset-light transportation solutions, today announced that it has entered into purchase agreements wit

Amendment No. 4 to the Revolving Credit Agreement, dated as of August 8, 2024, among RXO, Inc., the guarantors party thereto, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.

Exhibit 10.2 Execution Version AMENDMENT No. 4 AMENDMENT NO. 4, dated as of August 8, 2024 (this “Agreement”), by and among RXO, Inc., a Delaware corporation (the “Company”), the guarantors party hereto, the lenders party hereto and Goldman Sachs Bank USA, as administrative agent (the “Agent”) for the Lenders party to the Credit Agreement referred to below. W I T N E S S E T H: WHEREAS, the Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (

Amendment No. 3 to the Revolving Credit Agreement, dated as of July 31, 2024, among RXO, Inc., the guarantors party thereto, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.

Exhibit 10.1 Execution Version AMENDMENT No. 3 AMENDMENT NO. 3, dated as of July 31, 2024 (this “Agreement”), by and among RXO, Inc., a Delaware corporation (the “Company”), the guarantors party hereto, the lenders party hereto and Goldman Sachs Bank USA, as administrative agent (the “Agent”) for the Lenders party to the Credit Agreement referred to below. W I T N E S S E T H: WHEREAS, the Company

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC.

RXO, Inc. Condensed Consolidated Statements of Operations

Exhibit 99.1 RXO Reports Second-Quarter Results Including Brokerage Volume Growth, Increased Last Mile Stops and New Managed Transportation Awards •Companywide gross margin of 19.0%; Brokerage gross margin of 14.7% •Brokerage volume increased by 4%; less-than-truckload volume grew 40% and full truckload volume declined by 2% year-over-year •Last Mile stops grew 7% year-over-year, the fastest rate

Second Quarter 2024 Results August 7, 2024 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comp

Second Quarter 2024 Results August 7, 2024 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (

by reference to Exhibit 2.1 to the registrant

Exhibit 2.1 EXECUTION VERSION PURCHASE AGREEMENT BY AND BETWEEN UNITED PARCEL SERVICE OF AMERICA, INC., UPS CORPORATE FINANCE S.À R.L., UPS SCS (UK) LTD. AND RXO, INC. Dated as of June 21, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitions 20 Section 1.3 Construction 22 ARTICLE II PURCHASE AND SALE 23 Section 2.1 Purchase and Sale of Equity

RXO to Acquire Coyote Logistics June 23, 2024 Transformational deal will create third - largest North American freight broker

Exhibit 99.2 RXO to Acquire Coyote Logistics June 23, 2024 Transformational deal will create third - largest North American freight broker 2 Non - GAAP financial measures and forward - looking statements Non - GAAP financial measures The non - GAAP financial measures in this presentation include: adjusted earnings before interest, taxes, depreciation and amortiz ation (“adjusted EBITDA”); adjusted

RXO To Acquire Coyote Logistics From UPS

Exhibit 99.1 RXO To Acquire Coyote Logistics From UPS • Creates the third-largest provider of brokered transportation in North America – a scaled industry leader • Strategic transaction immediately and significantly accretive to RXO’s adjusted diluted earnings per share and adjusted free cash flow • Expands RXO’s market position with increased capacity for customers and increased access to freight

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (I

RXO Names Troy Cooper to Board of Directors

Exhibit 99.1 RXO Names Troy Cooper to Board of Directors CHARLOTTE, N.C. — June 14, 2024 — RXO (NYSE: RXO), a leading provider of asset-light transportation solutions, announced the appointment of Troy Cooper to its Board of Directors. Brad Jacobs, non-executive chairman of RXO said, "Troy's deep understanding of the truck brokerage industry, coupled with his impressive operational and financial e

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (I

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Form of Performance-Based Restricted Stock Unit Award Agreement under the RXO, Inc. 2022 Omnibus Incentive Compensation Plan.

Exhibit 10.19 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE RXO, INC. 2022 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of ###GRANTDATE###, (the “Grant Date”), between RXO, INC., a Delaware corporation (the “Company” or “RXO”), and ###PARTICIPANTNAME###. This Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

RXO, Inc. Condensed Consolidated Statements of Operations

Exhibit 99.1 RXO Announces First-Quarter Results, Including Double-Digit Brokerage Volume Growth for Fourth-Consecutive Quarter •Brokerage volume increased by 11% year-over-year, with full-truckload volume growth of 8% and less-than-truckload volume growth of 29% year-over-year •Brokerage and companywide gross margin improved every month as the quarter progressed •Companywide gross margin of 17.4%

First Quarter 2024 Results May 2, 2024 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparab

First Quarter 2024 Results May 2, 2024 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation.

Amendment No. 2 to the Revolving Credit Agreement, dated as of April 11, 2024, entered into

Execution Version 1 #98230946v6 AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of April 11, 2024 (this “Agreement”), by and among RXO, Inc., a Delaware corporation (the “Company”), the lenders party hereto and Citibank, N.A., as administrative agent (the “Agent”) for the Lenders party to the Credit Agreement referred to below. W I T N E S S E T H: WHEREAS, the Company, each lender from time to time par

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (I

from KPMG LLP

Exhibit 16.1 April 2, 2024 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for RXO, Inc. and subsidiaries (RXO, Inc.), and under the date of February 12, 2024, we reported on the consolidated financial statements of RXO, Inc. as of and for the years ended December 31, 2023, 2022 and 2021 and the effectiveness of internal cont

RXO / RXO, Inc. / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

SC 13G/A 1 rxoa221424.htm ORBIS INVESTMENT MANAGEMENT LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RXO, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 74982T103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check

RXO, Inc. Clawback Policy

Exhibit 97 Approved: September 27, 2023 RXO, INC. CLAWBACK POLICY RXO, Inc. (the “Company”) has adopted this Policy in accordance with New York Stock Exchange listing requirements. A.Application of Policy This Policy applies in the event of any accounting restatement (“Restatement”) due to the Company’s material non-compliance with financial reporting requirements under applicable federal securiti

Subsidiaries of the registrant.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT RXO, Inc. maintains approximately 37 subsidiaries. Set forth below are the names of certain wholly owned or at least 90% owned subsidiaries of RXO, Inc., as of December 31, 2023, that provide freight transportation services. The names of certain consolidated wholly or at least 90% owned subsidiaries that carry on the same line of business have been omitted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC. (Exa

RXO / RXO, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: RXO Inc Title of Class of Securities: Common Stock CUSIP Number: 74982T103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(

RXO / RXO, Inc. / MFN Partners, LP - SC 13G/A Passive Investment

SC 13G/A 1 d737629dsc13ga.htm SC 13G/A CUSIP No. 74982T103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RXO, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 74982T103 (CUSIP Number) February 9, 2024 Date of Event Which Requires Filing of this Statement Check the a

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

Fourth Quarter 2023 Results February 8, 2024 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly co

Fourth Quarter 2023 Results February 8, 2024 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation.

RXO, Inc. Consolidated Statements of Operations

Exhibit 99.1 RXO Announces Results for Fourth-Quarter 2023, Including Double-Digit Brokerage Volume Growth for Third-Consecutive Quarter •Full-truckload brokerage volume increased 11 percent year-over-year and less-than-truckload volume increased 45 percent year-over-year •Continued momentum in RXO's brokerage business with multiple brokerage records in the quarter including total volume and quart

Third Quarter 2023 Results November 7, 2023 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly com

Third Quarter 2023 Results November 7, 2023 2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation.

RXO, Inc. Condensed Consolidated Statements of Operations

Exhibit 99.1 RXO Announces Results for Third-Quarter 2023, Including 18 Percent Brokerage Volume Growth •Full-truckload brokerage volume increased 13 percent year-over-year and less-than-truckload volume increased 55 percent year-over-year •Momentum in RXO's brokerage business accelerated as the quarter progressed; set multiple brokerage records in the quarter including total volume, quarterly loa

Inc. and the incremental lenders party thereto and agreed to and accepted by Citibank, N.A., as Administrative Agent.

Exhibit 10.1 Execution Version INCREMENTAL AMENDMENT AND LENDER JOINDER AGREEMENT INCREMENTAL AMENDMENT AND LENDER JOINDER AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among RXO, Inc., a Delaware corporation (the “Company”), and the incremental lenders party hereto (in such capacity, collectively, the “Incremental Lenders” and each, individually, an “Incremental Lender”) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

RXO, Inc. Condensed Consolidated Statements of Operations

Exhibit 99.1 RXO Announces Results for Second Quarter 2023, Including Double-Digit Brokerage Volume Growth •Brokerage volume increased 10 percent year-over-year; set multiple records in the quarter including total volume, quarterly loads per day and monthly loads per day •Companywide gross margin of 18.6 percent; brokerage gross margin of 15.4 percent CHARLOTTE, N.C. — August 2, 2023 — RXO (NYSE:

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (

Second Quarter 2023 Results August 2, 2023 2 Non-GAAP financial measures and Forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this release to the most directly comparabl

rxoq22023earningspresent Second Quarter 2023 Results August 2, 2023 2 Non-GAAP financial measures and Forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this release.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 RXO, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Form of Restricted Stock Unit Award Agreement under the RXO, Inc. 2022 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.17 to the registrant's Quarterly Report on Form 10-Q filed with the SEC on May 3, 2023).

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE RXO, INC. 2022 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of (l), (the “Grant Date”), between RXO, INC., a Delaware corporation (the “Company” or “RXO”), and (l). This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of (l) restricted stock units (this “Award”) that are subject to the t

RXO, Inc. Condensed Consolidated Statements of Operations

Exhibit 99.1 RXO Reports Solid First-Quarter Performance Driven by Market Share Gains, Strong Profitability and Cash Flow •Brokerage volume increased 6% year-over-year •Brokerage gross margin of 16.3 percent •Operating cash flow of $42 million and adjusted free cash flow of $37 million •Company announces $125 million share repurchase program CHARLOTTE, N.C. — May 3, 2023 — RXO (NYSE: RXO) today an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 RXO, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

First Quarter 2023 Results May 3, 2023 2 Non-GAAP financial measures and Forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this release to the most directly comparable me

earningspresentation-q12 First Quarter 2023 Results May 3, 2023 2 Non-GAAP financial measures and Forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this release.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC. (Exa

Subsidiaries of the registrant.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT RXO, Inc. maintains approximately 37 subsidiaries. Set forth below are the names of certain wholly owned or at least 90% owned subsidiaries of RXO, Inc., as of December 31, 2022, that provide freight transportation services. The names of certain consolidated wholly or at least 90% owned subsidiaries that carry on the same line of business have been omitted

Description of the registrant’s securities registered under Section 12 of the Exchange Act.

Exhibit 4.4 DESCRIPTION OF RXO’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following briefly summarizes the material terms of our capital stock contained in our amended and restated certificate of incorporation and amended and restated bylaws. These summaries do not describe every aspect of these securities and documents and are subject to all the prov

US74982T1034 / RXO Inc / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RXO, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 74982T103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

US74982T1034 / RXO Inc / MFN Partners, LP - SC 13G Passive Investment

SC 13G 1 d793474dsc13g.htm SC 13G CUSIP No. 74982T103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RXO, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 74982T103 (CUSIP Number) December 31, 2022 Date of Event Which Requires Filing of this Statement Check the approp

JOINT FILING AGREEMENT

EX-99.1 2 d793474dex991.htm EX-99.1 CUSIP No. 74982T103 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: February 1

US74982T1034 / RXO Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: RXO Inc. Title of Class of Securities: Common Stock CUSIP Number: 74982T103 Date of Event Which Requires Filing of this Statement: January 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(

US74982T1034 / RXO Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01827-rxoinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: RXO Inc. Title of Class of Securities: Common Stock CUSIP Number: 74982T103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule i

Fourth Quarter 2022 Results February 7, 2023 Exhibit 99.2 2 Forward-looking statements and Non-GAAP financial measures Forward-looking statements This presentation includes forward-looking statements, including statements relating to our continued ye

Fourth Quarter 2022 Results February 7, 2023 Exhibit 99.2 2 Forward-looking statements and Non-GAAP financial measures Forward-looking statements This presentation includes forward-looking statements, including statements relating to our continued year-over-year brokerage volume growth in the first quarter of 2023, our five-year financial targets, and our ability to outperform in any market cycle.

RXO, Inc. Consolidated Statements of Operations

Exhibit 99.1 RXO Delivers Strong Fourth Quarter Driven by Brokerage Volume Growth •Companywide gross margin was 19.6 percent, up 250 basis points year-over-year; brokerage profitability remained strong with 17.9 percent gross margin in the fourth quarter, up 290 basis points year-over-year •Brokerage volume increased by 4% year-over-year and set a company record for loads per day •Downloads of RXO

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

RXO / RXO Inc / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 RXO, Inc. (Name of Issuer) (Title of Class of Securities) 74982T103 (CUSIP Number) November 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 RXO, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO,

Form of Performance-Based Restricted Stock Unit Award Agreement under the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan.

Exhibit 10.3 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE] (the ?Grant Date?) between XPO LOGISTICS, INC., a Delaware corporation (the ?Company?), and [PARTICIPANT NAME] This Performance-Based Restricted Stock Unit Award Agreement (this ?Award Agreement?) sets forth the terms and conditions of an a

RXO, Inc.

EXHIBIT 99.1 RXO, Inc. Reconciliation of Net Income to Adjusted EBITDA and Public Company Pro Forma Adjusted EBITDA (Unaudited) (in millions) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income $ 13 $ 33 $ 96 $ 108 Interest income (1) — (1) — Income tax provision 2 5 29 28 Depreciation and amortization expense 23 22 65 62 Transaction and integration cost

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

RXO Reconciliation of Net Income to Adjusted EBITDA and Public Company Pro Forma Adjusted EBITDA (In millions)

EX-99.1 2 eh220299528ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 RXO Reconciliation of Net Income to Adjusted EBITDA and Public Company Pro Forma Adjusted EBITDA (Unaudited) (In millions) Three Months Ended March 31, 2020 June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022 Net income (loss) $ (2 ) $ (16 ) $ 23 $

Amended and Restated Bylaws of RXO, Inc. (incorporated herein by reference to Exhibit 3.2 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RXO, INC. Incorporated under the Laws of the State of Delaware Effective as of November 1, 2022 TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 ARTICLE II STOCKHOLDERS 1 ARTICLE III BOARD OF DIRECTORS 21 ARTICLE IV OFFICERS 23 ARTICLE V STOCK CERTIFICATES AND TRANSFERS 25 ARTICLE VI INDEMNIFICATION 26 ARTICLE VII MISCELLANEOUS PROVISIONS 29 ARTICLE

Employee Matters Agreement, dated as of October 31, 2022, by and between XPO Logistics, Inc. and RXO, Inc. (incorporated herein by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Interpretation 6 ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES 7 Section 2.01. General Principles 7 Section 2.02. Service Credit Recognized by SpinCo and SpinCo Benefit Plans 9 Se

Amended and Restated Certificate of Incorporation of RXO, Inc. (incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RXO, INC. RXO, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended and supplemented (the ?DGCL?), hereby certifies as follows: 1.The corporation was originally formed as a limited liability co

Registration Rights Agreement, dated as of October 31, 2022, by and between RXO, Inc. and Jacobs Private Equity, LLC (incorporated herein by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT by and among JACOBS PRIVATE EQUITY, LLC, THE OTHER HOLDERS OF REGISTRABLE SECURITIES AND DESIGNATED SECURED LENDERS FROM TIME TO TIME PARTY HERETO and RXO, INC. Dated as of October 31, 2022 TABLE OF CONTENTS ARTICLE I Definitions 1 ARTICLE II Registration Rights 3 SECTION 2.01. Demand Registration Rights 3 SECTION 2.02. Piggyback Registration Rights 6 ART

RXO Completes Spin-Off from XPO

Exhibit 99.1 RXO Completes Spin-Off from XPO Begins Trading on New York Stock Exchange as Fourth Largest Broker of Full Truckload Freight Transportation in the United States CHARLOTTE, N.C. ? November 1, 2022 ? RXO (NYSE: RXO) today began its first day of ?regular way? trading on the New York Stock Exchange, officially completing its spin-off as an independent publicly traded company. RXO is the f

Tax Matters Agreement, dated as of October 31, 2022, by and between XPO Logistics, Inc. and RXO, Inc. (incorporated herein by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

EX-10.2 7 exhibit102-closing8xk.htm EX-10.2 Exhibit 10.2 TAX MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022 TABLE OF CONTENTS Page SECTION 1. DEFINITION OF TERMS 2 SECTION 2. ALLOCATION OF TAX LIABILITIES 11 Section 2.01 General Rule 11 Section 2.02 Allocation of Federal Income Tax and Federal Other Tax 12 Section 2.03 Allocation of State Income and

Second Supplemental Indenture, dated as of October 31, 2022, by and among RXO, Inc., XPO Escrow Sub, LLC, certain subsidiaries as guarantors, and U.S. Bank Trust Company, National Association (incorporated herein by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 4.1 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE This SECOND SUPPLEMENTAL INDENTURE, dated as of October 31, 2022 (this ?Second Supplemental Indenture?), is entered into by and among RXO, Inc., a Delaware corporation (the ?Company?), XPO Escrow Sub, LLC, a Delaware limited liability company to be merged with and into the Company (the ?Escrow Issuer?), the parties that are signatories he

RXO, Inc. Cash Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.8 RXO, INC. CASH LONG-TERM INCENTIVE PLAN SECTION 1 Purpose; Effective Date. The purpose of this RXO, Inc. Cash Long-Term Incentive Plan (the ?Plan?) is to promote the interests of the Company and its stockholders by (a) attracting and retaining exceptional employees (including prospective employees) of the Company (as defined below) and its Affiliates (as defined below) and (b) enablin

RXO, Inc. Severance Plan (incorporated herein by reference to Exhibit 10.7 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.7 RXO, INC. SEVERANCE PLAN SECTION 1 PURPOSE OF THE PLAN The Board of Directors (the ?Board?) of RXO, Inc. (the ?Company?) desires to provide financial assistance to select executives upon certain terminations of employment in accordance with the terms and conditions of the RXO, Inc. Severance Plan (this ?Plan?). The Board also recognizes that the possibility of a Change in Control (as

Compensation Program of RXO, Inc. (incorporated herein by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.5 SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM OF RXO, INC. The material terms of the non-employee director compensation program (the ?Program?) of RXO, Inc. (the ?Company?) are summarized below. The purpose of the Program is to enable ongoing attraction and retention of highly qualified directors and to address the time, effort, expertise and accountability required of active

North America Transport Consolidated Annual Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.9 2022 North America Transport (?NAT?) Consolidated Annual Incentive Plan Table of Contents 1. Overview 3 2. Eligibility 3 3. Plan Effective Date 3 4. Plan Design 3 4.1. Measures & Metrics 3 4.2. Weights Assigned to Performance Metrics 4 4.3. Funding Scale 4 4.4. Bonus Calculation 6 4.5. Award Computational Examples 7 4.6. Payment Frequency 8 5. Eligibility Criteria 8 5.1. Requirement o

Separation and Distribution Agreement, dated as of October 31, 2022, by and between XPO Logistics, Inc. and RXO, Inc. (incorporated herein by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 15 2.1 Transfer of Assets and Assumption of Liabilities 15 2.2 SpinCo Assets; Parent Assets 17 2.3 SpinCo Liabilities; Parent Liabilities 20 2.4 Approvals and Notifications 21 2.5 Novation of Liabilities

Transition Services Agreement, dated as of October 31, 2022, by and between XPO Logistics, Inc. and RXO, Inc. (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Exhibit 10.1 TRANSITION SERVICES AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II SERVICES 6 Section 2.01 Services 6 Section 2.02 Performance of Services 8 Section 2.03 Charges for Services 9 Section 2.04 Reimbursement for Out-of-Pocket Costs and Expenses 9 Section 2.05 Chang

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 rxo-closing8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporat

Intellectual Property License Agreement dated as of October 24, 2022, between XPO NAT Solutions, LLC and XPO Logistics, Inc. (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the SEC on October 25, 2022).

Exhibit 10.1 INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN XPO Logistics, INC. AND XPO NAT SOLUTIONS, LLC Dated as of October 24, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION Section 1.1 Certain Definitions 2 Section 1.2 Other Defined Terms 5 Article II ASSIGNED INTELLECTUAL PROPERTY Section 2.1 Assignment of the SpinCo Software 5 Article III INTELLECTUAL PROPERTY

by reference to Exhibit 4.3 to the registrant’s Form S-8 filed with the Securities and Exchange Commission on October 25, 2022 (File No. 333-268006)).

EXHIBIT 4.3 RXO, INC. 2022 OMNIBUS INCENTIVE COMPENSATION PLAN SECTION 1. Purpose. The purpose of this RXO, Inc. 2022 Omnibus Incentive Compensation Plan (the “Plan”) is to promote the interests of the Company and its stockholders by (a) attracting and retaining exceptional directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of the

First Supplemental Indenture, dated as of October 25, 2022, between RXO, Inc. (successor by merger to XPO Escrow Sub, LLC) and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed with the SEC on October 25, 2022).

Exhibit 4.2 Execution Version XPO ESCROW SUB, LLC to be merged with and into RXO, Inc., as the Company and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as the Trustee 7.500% Notes due 2027 First Supplemental Indenture Dated as of October 25, 2022 to Indenture dated as of October 25, 2022 TABLE OF CONTENTS Page Article 1 Definitions and Other Provisions of General Application Section 1.01. Defini

As filed with the Securities and Exchange Commission on October 25, 2022

As filed with the Securities and Exchange Commission on October 25, 2022 Registration No.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) RXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01

Indenture, dated as of October 25, 2022, between XPO Escrow Sub, LLC and U.S. Bank Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed with the SEC on October 25, 2022).

Exhibit 4.1 Execution Version XPO ESCROW SUB, LLC to be merged with and into RXO, Inc., as the Company and the GUARANTORS party hereto from time to time DEBT SECURITIES INDENTURE Dated as of October 25, 2022 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page This Table of Contents is not a part of the Indenture Article 1 Definitions and Incorporation by Reference Sect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 RXO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

INFORMATION STATEMENT RXO, INC.

October 17, 2022 Dear XPO Logistics Stockholder: In March, we announced our plan to separate XPO Logistics into two independent transportation companies with vast potential.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

Revolving Credit Agreement, dated as of October 18, 2022, by and among RXO, the guarantors from time to time party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent and an Issuing Lender (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 18, 2022).

EX-10.1 2 eh220296532ex1001.htm EXHIBIT 10.1 EXHIBIT 10.1 STRICTLY CONFIDENTIAL EXECUTION VERSION CREDIT AGREEMENT DATED AS OF October 18, 2022 AMONG RXO, Inc. as the Borrower, THE OTHER SUBSIDIARIES SIGNATORY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and CITIBANK, N.A., as Administrative Agent and an Issuing Lender CITIBANK, N.A. and BofA SECURITIES, INC., as Joint Lead

Term Loan Credit Agreement, dated as of October 18, 2022, by and among RXO, the guarantors from time to time party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the SEC on October 18, 2022).

EXHIBIT 10.2 STRICTLY CONFIDENTIAL EXECUTION VERSION TERM LOAN CREDIT AGREEMENT DATED AS OF October 18, 2022 AMONG RXO, INC. as the Borrower, THE OTHER SUBSIDIARIES SIGNATORY HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and CITIBANK, N.A., as Administrative Agent and CITIBANK, N.A. and BofA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners and BANK OF AMERICA,

RXO Investor Day October 18, 2022

EXHIBIT 99.1 RXO Investor Day October 18, 2022 2 Disclaimer and non - GAAP financial measures Disclaimer This presentation (this "Presentation") has been prepared solely for informational purposes by RXO, Inc. (together with subsi dia ries, "RXO," "we," "us" or "our"). The information contained in this Presentation is subject to confidentiality. Acceptance o f t his Presentation constitutes an agr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 RXO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 RXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-41514 88-2183384 (State or other jurisdiction of incorporation) (Commission File Number)

XPO Releases Preliminary Results for Third Quarter 2022 and Long-Term Targets

EXHIBIT 99.1 XPO Releases Preliminary Results for Third Quarter 2022 and Long-Term Targets GREENWICH, Conn. — October 17, 2022 — XPO Logistics, Inc. (NYSE: XPO), a leading provider of freight transportation services, has released the following results in advance of its third quarter 2022 earnings announcement and conference call. For the third quarter 2022, the company expects to report: · Revenue

As filed with the Securities and Exchange Commission on October 13, 2022.

As filed with the Securities and Exchange Commission on October 13, 2022. File No. 001-41514 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 RXO, INC. (Exact name of Registrant as specified in its charter) Delaware 88-2183384 (State

Form of Amended and Restated Certificate of Incorporation of RXO, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10 filed on October 13, 2022)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RXO, INC. RXO, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended and supplemented (the ?DGCL?), hereby certifies as follows: 1.The corporation was originally formed as a limited liability co

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

CORRESP 1 filename1.htm Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 October 13, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Liz Packebusch and Timothy S. Levenberg Division of Corporation Finance Office of Energy & Transportation Re: RXO, LLC Registr

RXO, INC. 11215 North Community House Road Charlotte, NC 28277

RXO, INC. 11215 North Community House Road Charlotte, NC 28277 October 13, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Liz Packebusch and Timothy S. Levenberg Re: RXO, Inc. Form 10-12B File No. 001-41514 Dear Ms. Packebusch and Mr. Levenberg: In accordance with Rule 12d1-2 promulgated under the Securities Ex

Information Statement of the registrant, preliminary and subject to completion, dated

EX-99.1 3 exhibit991-form10a.htm EX-99.1 Exhibit 99.1 [ ], 2022 Dear XPO Logistics Stockholder: In March, we announced our plan to separate XPO Logistics into two independent transportation companies with vast potential. The separation will occur through a distribution to XPO stockholders of all of the outstanding shares of RXO, Inc. (“RXO”), a newly formed, publicly traded company that will be cr

Award Agreement Under the XPO Logistics, Inc. Cash Long-Term Incentive Plan between XPO Logistics, Inc. and Drew Wilkerson, dated January 15, 2020

EX-10.7 15 exhibit107-form102022.htm EX-10.7 Exhibit 10.7 AWARD AGREEMENT UNDER THE XPO LOGISTICS, INC. CASH LONGTERM INCENTIVE PLAN, dated as of 15Jan2020, (the “Grant Date”), between XPO LOGISTICS, INC., a Delaware corporation (the “Company”), and Andrew Wilkerson. This Award Agreement (this “Award Agreement”) sets forth the terms and conditions of a cash award (this “Award”) that are subject to

Form of Employee Matters Agreement by and between XPO Logistics, Inc. and the registrant.

Exhibit 2.4 FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF [l], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Interpretation 6 ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES 7 Section 2.01. General Principles 7 Section 2.02. Service Credit Recognized by SpinCo and SpinCo Benefit Plans 9 Se

Offer Letter between XPO Logistics, Inc. and Drew Wilkerson, dated May 6, 2022 (incorporated herein by reference to Exhibit 10.1 to the registrant's Registration Statement on Form 10 filed with the SEC on September 28, 2022).

Exhibit 10.1 May 6, 2022 Drew Wilkerson [address] Dear Drew, On behalf of the leadership team of XPO Logistics, Inc. (?XPO?), I?m happy to offer you a new position as Chief Executive Officer of the anticipated spin-off of XPO?s North American Transportation (?NAT?) segment (?SpinCo? or the ?Company?), subject to and commencing upon the completion of the spin-off of NAT, which is expected to occur

Offer Letter between XPO Logistics, Inc. and Jeff Firestone, dated July 19, 2022.

Exhibit 10.3 July 19, 2022 Jeff Firestone [address] Dear Jeff, On behalf of the leadership team of XPO Logistics, Inc. (?XPO?), I?m happy to offer you the position of Chief Legal Officer, NAT at XPO Logistics, Inc. (?XPO?) until the completion of the anticipated spin-off of XPO?s North American Transportation (?NAT?) segment (?SpinCo?), which is expected to occur in the second half of 2022 (the ?S

Form of RXO, Inc. Severance Plan.

EX-10.5 13 exhibit105-form102022.htm EX-10.5 Exhibit 10.5 FORM OF RXO, INC. SEVERANCE PLAN SECTION 1 PURPOSE OF THE PLAN The Board of Directors (the “Board”) of RXO, Inc. (the “Company”) desires to provide financial assistance to select executives upon certain terminations of employment in accordance with the terms and conditions of the RXO, Inc. Severance Plan (this “Plan”). The Board also recogn

Form of 2022 North America Transport

EX-10.8 16 exhibit108-form102022.htm EX-10.8 Exhibit 10.8 Form of 2022 North America Transport (“NAT”) Consolidated Annual Incentive Plan Table of Contents 1. Overview 3 2. Eligibility 3 3. Plan Effective Date 3 4. Plan Design 3 4.1. Measures & Metrics 3 4.2. Weights Assigned to Performance Metrics 4 4.3. Funding Scale 4 4.4. Bonus Calculation 6 4.5. Award Computational Examples 7 4.6. Payment Fre

List of Subsidiaries.

Exhibit 21.1 Entity State of Incorporation Jacobson Transportation Company, Inc. Iowa XPO Global Forwarding, Inc. Delaware XPO Last Mile Holding, Inc. Delaware XPO Last Mile, Inc. Georgia XPO Logistics Express, LLC Delaware XPO Logistics Managed Transportation, LLC Delaware XPO Logistics NLM, LLC Delaware XPO Logistics, LLC Delaware XPO NAT Solutions, LLC Delaware

Form of Notice of Internet Availability of Information Statement Materials.

Exhibit 99.2 slide1 D 91 38 7- P8 09 54 REGISTERED NON-VOTING INTERIM ***INFO*** See the reverse side for instructions on how to access materials. You are receiving this communication because you hold securities in XPO Logistics, Inc. (?XPO?). XPO has released informational materials regarding the separation of its wholly-owned subsidiary, RXO, Inc. ("RXO"), that are now available for your review.

Form of Intellectual Property License Agreement by and between XPO Logistics, Inc. and a subsidiary of the registrant.

EX-2.5 6 exhibit25-form10.htm EX-2.5 Exhibit 2.5 INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND [] Dated as of [●], 2022 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION Section 1.1 Certain Definitions 2 Section 1.2 Other Defined Terms 5 Article II ASSIGNED INTELLECTUAL PROPERTY Section 2.1 Assignment of the SpinCo Software 5 Article III INTELLECTUAL

As filed with the Securities and Exchange Commission on September 28, 2022.

As filed with the Securities and Exchange Commission on September 28, 2022. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 RXO, LLC (Exact name of Registrant as specified in its charter) Delaware 88-2183384 (State or other jurisdiction o

Form of Transition Services Agreement by and between XPO Logistics, Inc. and the

EX-2.2 3 exhibit22-form10.htm EX-2.2 Exhibit 2.2 TRANSITION SERVICES AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF [●], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 ARTICLE II SERVICES 6 Section 2.01 Services 6 Section 2.02 Performance of Services 8 Section 2.03 Charges for Services 9 Section 2.04 Reimbursement for Out-of-Pocket Costs and

Form of Amended and Restated Bylaws of the registrant.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RXO, INC. Incorporated under the Laws of the State of Delaware Effective as of [], 2022 TABLE OF CONTENTS Page ARTICLE I OFFICES AND RECORDS 1 ARTICLE II STOCKHOLDERS 1 ARTICLE III BOARD OF DIRECTORS 21 ARTICLE IV OFFICERS 23 ARTICLE V STOCK CERTIFICATES AND TRANSFERS 25 ARTICLE VI INDEMNIFICATION 26 ARTICLE VII MISCELLANEOUS PROVISIONS 29 ARTICLE VIII CO

Form of Separation and Distribution Agreement by and between XPO Logistics, Inc. and the

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF [l], 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 15 2.1 Transfer of Assets and Assumption of Liabilities 15 2.2 SpinCo Assets; Parent Assets 17 2.3 SpinCo Liabilities; Parent Liabilities 20 2.4 Approvals and Notifications 21 2.5 Novation of Liabilities 25 2.6

Cash Long-Term Incentive

Exhibit 10.6 FORM OF RXO, INC. CASH LONG-TERM INCENTIVE PLAN SECTION 1 Purpose; Effective Date. The purpose of this RXO, Inc. Cash Long-Term Incentive Plan (the ?Plan?) is to promote the interests of the Company and its stockholders by (a) attracting and retaining exceptional employees (including prospective employees) of the Company (as defined below) and its Affiliates (as defined below) and (b)

Form of Tax Matters Agreement by and between XPO Logistics, Inc. and the registrant.

Exhibit 2.3 TAX MATTERS AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF [?], 2022 TABLE OF CONTENTS Page SECTION 1. DEFINITION OF TERMS 2 SECTION 2. ALLOCATION OF TAX LIABILITIES 11 Section 2.01 General Rule 11 Section 2.02 Allocation of Federal Income Tax and Federal Other Tax 12 Section 2.03 Allocation of State Income and State Other Taxes 12 Section 2.04 Allocation of For

Information Statement of the registrant, preliminary and subject to completion, dated

Exhibit 99.1 [ ], 2022 Dear XPO Logistics Stockholder: In March, we announced our plan to separate XPO Logistics into two independent transportation companies with vast potential. The separation will occur through a distribution to XPO stockholders of all of the outstanding shares of RXO, Inc. (?RXO?), a newly formed, publicly traded company that will be created by the spin-off of our asset-light,

Form of RXO, Inc. 2022 Omnibus Incentive Compensation Plan.

Exhibit 10.4 FORM OF RXO, INC. 2022 OMNIBUS INCENTIVE COMPENSATION PLAN SECTION 1. Purpose. The purpose of this RXO, Inc. 2022 Omnibus Incentive Compensation Plan (the ?Plan?) is to promote the interests of the Company and its stockholders by (a) attracting and retaining exceptional directors, officers, employees and consultants (including prospective directors, officers, employees and consultants

Form of Amended and Restated Certificate of Incorporation of the registrant.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RXO, INC. RXO, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended and supplemented (the ?DGCL?), hereby certifies as follows: 1.The corporation was originally formed as a limited liability co

Registration Rights Agreement by and among Jacobs Private Equity, LLC,

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