RXO, Inc.

This proxy statement sets forth information relating to the solicitation of proxies by the Board in connection with a special meeting of stockholders (the “Special Meeting”) or any adjournment or postponement of the Special Meeting. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting.

Special Meeting of Stockholders

This proxy statement and form of proxy are first being mailed on or about October 28, 2024, to our stockholders of record as of the close of business on October 23, 2024 (the “Record Date”).

Admission: You are invited to attend the Special Meeting. The Special Meeting will be a virtual meeting of stockholders. You will be able to attend the Special Meeting atwww.virtualshareholdermeeting.com/RXO2024SM. You will need to provide the control number on your proxy card to access the Special Meeting.

Voting Matters and Board Recommendation

The Board is not aware of any matter that will be presented for a vote at the Special Meeting other than those shown below.

Only stockholders who held shares of our Common Stock as of the close of business on October 23, 2024, the “Record Date,” are entitled to receive notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the Special Meeting.

If your shares are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company LLC (formerly American Stock Transfer & Trust Company, LLC) (“Equiniti”), you are considered a stockholder of record with respect to those shares. You will receive one proxy card for all the shares you hold through book-entry form with Equiniti.

If your shares are held in a bank or brokerage account or through another nominee (that is, in “street name”), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or other nominee how to vote your shares. You will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of Common Stock voted.

If you sign, date, and return your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” the Issuance Proposal and, if necessary and appropriate, the Adjournment Proposal.

For additional questions regarding the Issuance Proposal, assistance in submitting proxies or voting shares of our Common Stock, or to request additional copies of the proxy statement or the proxy card, please contact Investor Relations, RXO, Inc. by email atinvestors@rxo.com or send a written request to Jeffrey Firestone, Corporate Secretary, RXO, Inc., 11215 North Community House Road, Charlotte, North Carolina 28277.