X0508 4 2024-12-05 0001929561 RXO, Inc. RXO 0001732960 MFN Partners, LP 222 BERKELEY STREET, 13TH FLOOR BOSTON MA 02116 false false true false 0001814126 MFN Partners GP, LLC 222 BERKELEY STREET, 13TH FLOOR BOSTON MA 02116 false false true false 0001732811 MFN Partners Management, LP 222 BERKELEY STREET, 13TH FLOOR BOSTON MA 02116 false false true false 0001814127 MFN Partners Management, LLC 222 BERKELEY STREET, 13TH FLOOR BOSTON MA 02116 false false true false 0001814117 DeMichele Michael 222 BERKELEY STREET, 13TH FLOOR BOSTON MA 02116 false false true false 0001575023 NANJI FARHAD 222 BERKELEY STREET, 13TH FLOOR BOSTON MA 02116 false false true false false Warrant to Purchase Common Stock 0.01 2024-12-05 4 J false 2018574 20.2 A Common Stock 2018574 4577327 D The Warrant reported herein was purchased on August 12, 2024. Exercise of the Warrant was subject to the approval by the stockholders of the Issuer of the issuance of the underlying shares of Common Stock, pursuant to the applicable rules and regulations of the New York Stock Exchange. Such approval was obtained on December 5, 2024. The Warrant is immediately exercisable but can only be exercised to the extent that following such exercise the Reporting Persons' beneficial ownership of the Issuer, together with any attribution parties, does not exceed 19.9%. The Warrant has no expiration date. MFN Partners, LP (the "Partnership") is the holder of the securities reported herein. MFN Partners GP, LLC ("MFN GP") is the general partner of the Partnership. MFN Partners Management, LP ("MFN Management") is the investment adviser to the Partnership. MFN Partners Management, LLC ("MFN LLC") is the general partner of MFN Management. Farhad Nanji and Michael F. DeMichele are managing members of MFN GP and MFN LLC. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest, if any, therein. MFN PARTNERS, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 2024-12-09 MFN PARTNERS GP, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 2024-12-09 MFN PARTNERS MANAGEMENT, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 2024-12-09 MFN PARTNERS MANAGEMENT, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 2024-12-09 MICHAEL F. DEMICHELE, By: /s/ Michael F. DeMichele 2024-12-09 FARHAD NANJI, By: /s/ Farhad Nanji 2024-12-09