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 2026 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.

2026 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement and form of proxy are first being mailed on or about March 30, 2026, to our stockholders of record as of the close of business on March 16, 2026 (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/RXO2026. 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/RXO2026 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

2026 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 following table provides summary information about each director nominee. Our Board had previously been classified into three classes with staggered one- or three-year terms. Beginning with the 2026 Annual Meeting, all directors stand for election annually for one-year terms.

2025 PERFORMANCE HIGHLIGHTS

2025 Company Performance Highlights

2025 was another transformative year for RXO. With the acquisition of Coyote Logistics, we created scale for significant growth and operating leverage while successfully navigating the prolonged soft freight market. By year-end, the integration of our people, operations, and proprietary technology was substantially complete.

RXO now has larger scale, an enhanced market position, more diversified market segments, a larger customer base, and broader carrier network. We are the third-largest provider of brokered freight transportation in North America.

In the face of a challenging macro environment, our leadership demonstrated rigorous financial discipline, fundamentally improving our cost structure to improve our operating leverage. We have taken actions to achieve more than $155 million of annualized expense savings, including:

In addition to significantly reducing our costs, we are structurally optimizing our enterprise, operating with efficiency, and automating key processes.

While freight market conditions remained soft in 2025, RXO remains well positioned. We are strategically investing in AI to structurally improve our business across four key pillars: volume, margin, productivity, and service.

By leaning into our unified tech platform and our differentiated, high-touch approach to sales and customer service, we exited the year with commercial momentum.

In summary, our leadership’s decisive actions in 2025 transformed our scale, optimized our cost structure, and accelerated our commercial momentum, further strengthening our foundation to deliver outsized stockholder value as the freight cycle turns.

*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.

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.

We release our Corporate Responsibility Report biennially following Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) disclosures, with the next iteration upcoming in 2026. We report to key corporate Environmental, Social, and Governance (“ESG”) disclosure agencies including EcoVadis, Carbon Disclosure Project (CDP), and the S&P’s Corporate Sustainability Assessment (CSA), and continue to comply on an annual basis.

We are SmartWay certified by the U.S. Environmental Protection Agency, and we encourage our contract carriers to join this important program.

We continue to utilize our empty miles reduction technologies and grow our electric vehicle (EV) operations, including our Last Mile EV fleet, EV yard trucks in dedicated and past 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.