RXO, Inc.

This Proxy Statement sets forth information relating to the solicitation of proxies by the Board of Directors of RXO, Inc. in connection with our 2025 Annual Meeting of Stockholders. 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.

2025 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement and form of proxy are first being mailed on or about April 2, 2025, to our stockholders of record as of the close of business on March 26, 2025 (the “Record Date”).

Admission: You are invited to attend the annual meeting of stockholders of RXO, Inc. The Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the Annual Meeting atwww.virtualshareholdermeeting.com/RXO2025. You will need to provide the control number on your proxy card to access the Annual Meeting. If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must register in advance to participate in the Annual Meeting, to vote electronically and to submit questions during the live webcast of the meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares, giving you the right to vote the shares. At the time of the meeting, go towww.virtualshareholdermeeting.com/RXO2025 and enter your control number.

VOTING MATTERS AND BOARD RECOMMENDATIONS

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

GOVERNANCE HIGHLIGHTS

2025 BOARD OF DIRECTORS NOMINEES

Our Board aims to create a diverse and highly skilled team of directors who provide RXO with thoughtful board oversight. When selecting new directors, our Board considers, among other things, the nominee’s breadth of experience, financial expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment, skills in areas relevant to our growth drivers and willingness to devote adequate time to Board duties — all in the context of the needs of the Board at that point in time, and with the objective of ensuring a diversity of backgrounds, expertise and viewpoints. Our Board also endeavors to include highly qualified women and individuals from historically underrepresented groups in the candidate pool. The composition of our Board at year-end 2024 was:

The following table provides summary information about each director nominee. Our Board is currently classified with members of each class serving staggered one or three-year terms. We have three directors in Class I, three directors in Class II and three directors in Class III. Following the 2025 Annual Meeting, we will have two directors in Class III. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Christine Breves, Troy Cooper and Adrian Kingshott will stand for election as Class II directors at the 2025 Annual Meeting of Stockholders. Mary Kissel and Michelle Nettles will stand for election as Class III directors at the 2025 Annual Meeting of Stockholders. Brad Jacobs, who is currently a Class III director, will not stand for election at the 2025 Annual Meeting of Stockholders. By 2026, all our directors will stand for election each year for one-year terms, and our board will no longer be divided into three classes.

2024 PERFORMANCE HIGHLIGHTS

2024 was a transformative year for RXO. Most notably, we announced an agreement to acquire Coyote Logistics on June 24, 2024, and completed the transaction on September 16, 2024. Our combined business formed the third-largest provider of brokered freight transportation in North America. Under the leadership of our executives, we increased our scale, enhanced our market position, diversified our market segments, and broadened our customer base and carrier network.

Following the close of the acquisition and despite the prolonged soft freight environment, we moved quickly to integrate our people, operations, and technology. We retained our key management leaders and remained focused on our customers. We also established RXO Connect as our primary technology system and expect our technology integration to be largely complete in 2025.

From a cost standpoint, we also doubled our initial annual cost synergy target from the acquisition and now expect at least $50 million of annual cost savings. Importantly, this estimate does not include the opportunity for cost of purchased transportation savings, which is expected to be significant as a result of our increased network density and power lanes. We expect these savings will be realized after the integration of our technology systems is complete.

Lastly, our complementary services also performed well in 2024. Managed Transportation launched the onboarding of approximately $600 million in new freight under management, and its sales pipeline was approximately $2 billion as of December 31, 2024. In our Last Mile business, notwithstanding soft market conditions, stops grew by 8% year-over-year. The most well-known retailers of big and bulky goods continue to turn to RXO for Last Mile delivery services largely due to our scale, technology, financial stability, and service.

*See Annex A for reconciliations of non-GAAP measures

SUSTAINABILITY AND CORPORATE RESPONSIBILITY

Our pursuit of continuous improvement is embedded in our daily operations and is at the heart of what we do for our customers and our company. Rooted in innovation, our technology, including our RXO Connect® platform and RXO Drive® application, efficiently matches the freight needs of shippers with available truckload capacity, reducing empty miles and enabling our customers to reduce their emissions and environmental impact. Our RXO Ship Net-Zero program allows shippers to offset their carbon emissions by investing in the sustainability project of their choice.

We are committed to acting and operating with high standards of ethics and compliance. We promote integrity and transparency and prioritize creating a safe space for our employees to speak up, report concerns, and conduct themselves with strong moral principles.

We believe that operating responsibly grows our business, attracts and retains top talent, deepens our customer relationships, and creates a more sustainable and inclusive future for the communities in which we operate. We have a dedicated sustainability committee that meets regularly to discuss how we can achieve results while making a positive impact on our environment.

In 2024 we announced the release of our inaugural Corporate Responsibility Report following Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) disclosures. We reported to key corporate ESG disclosure agencies including EcoVadis, Carbon Disclosure Project (CDP), and the S&P’s Corporate Sustainability Assessment (CSA), and will continue to comply on an annual basis.

All RXO business units are SmartWay certified by the U.S. Environmental Protection Agency, and we encourage our contract carriers to join this important program. RXO’s dedicated transportation business, part of Managed Transportation, was named a 2024 SmartWay High Performer in the Truckload / Dry Van Truck Carrier Carbon Metrics category. RXO Brokerage was named a 2024 SmartWay Leader for Sustainability Excellence in the Freight and Logistics Industry for its project CSR Principles: Corporate Action to Customer Options.

We continue to utilize our empty miles reduction technologies and grow our electric vehicle (EV) operations, including our Last Mile EV fleet and pilot programs with customers. In Brokerage, we began partnering with carriers which utilize EV’s for customer loads. We also offer customers ESG-related add-ons, including load consolidation, drop trailer services, and customized dashboards that show customers their freight transportation carbon footprint, and biodiesel use.