RXO, Inc. 10-Q

ITEM 5. OTHER INFORMATION None. 27 Table of Contents ITEM 6. EXHIBITS Exhibit Number Description 2.1 First Amendment to Purchase Agreement, dated as of September 15, 2024, by and among RXO, Inc., United Parcel Service of America, Inc., UPS Corporate Finance S.À R.L., UPS SCS (UK) LTD and UPS Europe SRL (incorporated herein by reference to Exhibit 2.2 to the registrant’s Current Report on Form 8-K filed with the SEC on September 16, 2024). 3.1 S econd Amended and Restated Byla ws of RXO, Inc., effective as of September 23, 2024 (incorporated here in by reference to Exhibit 3.1 to the registrant ’ s Current Report on Form 8-K filed with the SE C on Se ptember 2 5 , 2024). 4.1 F orm of Pre-Funded Warrant to Purchase Common Stock (incor porated herein by reference to Exhibit 4.1 to the registrant ’ s Current Report on Form 8-K filed with the SEC on August 12, 2024 ) . 10.1 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 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 9, 2024). 10.2 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 (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 9, 2024). 10.3 F orm of Purchase Agreement, dated as of August 12, 2024, by and among the Company and t he Investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the registrant ’ s Current Report on Form 8-K filed with the SEC on August 12, 2024). 31.1 * Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. 31.2 * Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. 32.1 ** Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. 32.2 ** Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. 101.INS * XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH * XBRL Taxonomy Extension Schema. 101.CAL * XBRL Taxonomy Extension Calculation Linkbase. 101.DEF * XBRL Taxonomy Extension Definition Linkbase. 101.LAB * XBRL Taxonomy Extension Label Linkbase. 101.PRE * XBRL Taxonomy Extension Presentation Linkbase. 104 * Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. + This exhibit is a management contract or compensatory plan or arrangement. 28 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 7, 2024 RXO, INC. By: /s/ Drew M. Wilkerson Drew M. Wilkerson Chief Executive Officer (Principal Executive Officer) By: /s/ James E. Harris James E. Harris Chief Financial Officer (Principal Financial Officer) 29