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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-13 · 44 added, 18 removed, 114 unchanged (35% of the section changed)

1 unchanged sentence

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of December 31, 2023.

Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Coyote.

The Company acquired Coyote on September 16, 2024.

Coyote represented 36% of the Company’s consolidated total assets (excluding goodwill and intangibles, which were included in management’s assessment of internal control over financial reporting as of December 31, 2024) and 17% of the consolidated total revenue as of and for the year ended December 31, 2024.

Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024, such that the information required to be included in our SEC reports is:

2 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management's report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company's internal control over financial reporting related to Coyote.

The Company acquired Coyote on September 16, 2024.

Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2024.

KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an audit report, which is included elsewhere within this Annual Report, on the effectiveness of our internal control over financial reporting.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an audit report, which is included elsewhere within this Annual Report, on the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As mentioned above, on September 16, 2024, we completed the acquisition of Coyote.

As part of our ongoing integration of Coyote, we continue to incorporate our controls and procedures into the Coyote entities and to expand our company-wide controls to reflect the risks inherent in an acquisition of this size and complexity.

OTHER INFORMATION

7 unchanged sentences

In the event that we amend or waive any of the provisions of the Code that relate to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, we intend to disclose the same on our website at the web address specified above.

We have adopted a Securities Trading Policy governing the purchase, sale and/or other dispositions of our our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Securities Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP, Dallas, TX, Auditor ID:

The information required by this Item will be set forth in our 2025 Proxy Statement, and is incorporated herein by reference.

7 unchanged sentences

(incorporated herein by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

P urchase Agreement, date d as of June 21, 2024 , by and among RXO, In c.

, United Parcel Se rvices of America, Inc., UPS Corporate Finance S.

and UPS SCS (UK ) LTD.

(incorporated herein by reference to Exhibit 2.1 to the registrant 's Current Report on Form 8-K filed on June 24, 2024).

F irst Amendment to Purchase Agree ment, dated as of September 15.

2 024 , 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 on September 16, 2024).

3.1 Amended and Restated Certificate of Incorporation of RXO, Inc.

(incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

3.2 Amended and Restated Bylaws of RXO, Inc.

(incorporated herein by reference to Exhibit 3.2 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

3.2 Second Amended and Restated Bylaws of RXO, Inc.

(incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed with the SEC on September 25, 2024).

4.1 Indenture, dated as of October 25, 2022, between XPO Escrow Sub, LLC and U.S.

1 unchanged sentence

4.2 First Supplemental Indenture, dated as of October 25, 2022, between XPO Escrow Sub, LLC and U.S.

Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed with the SEC on October 25, 2022).

Bank Trust , National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed with the SEC on October 25, 2022).

4.3 Second Supplemental Indenture, dated as of October 31, 2022, by and among RXO, Inc., XPO Escrow Sub, LLC, certain subsidiaries as guarantors, and U.S.

Bank Trust Company, National Association (incorporated herein by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

Description of the registrant’s securities registered under Section 12 of the Exchange Act (incorporated herein by reference to Exhibit 4.

4 to the registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2023 ) .

Description of the registrant’s securities registered under Section 12 of the Exchange Act (incorporated herein by reference to Exhibit 4.4 to the registrant’s Annual Report on Form 10-K filed with the SEC on February 24, 2023).

F orm of Pre-Funded Warrant to Purchase Common Stock (incorporated herein by reference to Exhibit 4.1 to the registrant's C urrent Report on Form 8-K filed wit h the SEC on August 12, 2024).

10.1 + Offer Letter between XPO Logistics, Inc.

5 unchanged sentences

10.4 Revolving Credit Agreement, dated as of October 18, 2022, by and among RXO, the guarantors from time to time party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent and an Issuing Lender (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 18, 2022).

10.5 Term Loan Credit Agreement, dated as of October 18, 2022, by and among RXO, the guarantors from time to time party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., 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 October 18, 2022).

I ncremental Amendment and Lender Joinder Agreement (incorporated herein by reference to Exhibit 1 0.1 to the registrant's Quarterly Report on Form 10-Q filed with the SE C on November 7, 202 3 ) .

A mendment No.

2 to the Revolving Credit Agreement , dated as of April 11, 2024, entered into by and am ong RXO, Inc.

, each lender party thereto and Citibank, N.A., as admin istrative agent (inc orporated herein by reference to E xhibit 10.1 to the registrant's Current Report on Form 8-K filed with the SE C on April 11, 2024).

A me ndment No.

3 to the Revolving Credit Agreement, dated as of July 31, 2024, among R XO , Inc., the guarantors party thereto, the le nders party thereto and Goldman Sachs Bank USA, as admin istrative agent (incorp orated herein by reference to Exhibit 10.1 to the registrant 's Current Report on Form 8-K filed with the SE C on August 8, 2024).

A mendment No.

4 to the Re volving Credit Agreement, dated as of August 8, 2024, among RX O, Inc., t he guarantors party there to, the lenders party there to and Goldman Sachs Bank USA, as admin istrative ag ent (incorporated herein by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the SEC on August 8, 2024 ) .

Intellectual Property License Agreement dated as of October 24, 2022, between XPO NAT Solutions, LLC and XPO Logistics, Inc.

15 unchanged sentences

2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 30, 2022).

10.13 + RXO, Inc.

2022 Omnibus Incentive Compensation Plan (incorporated her e in by reference to Exhibit 4.3 to the registrant’s Form S-8 filed with the Securities and Exchange Commission on October 25, 2022 (File No.

2022 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 4.3 to the registrant’s Form S-8 filed with the Securities and Exchange Commission on October 25, 2022 (File No.

333-268006)).

10.14 + RXO, Inc.

Severance Plan (incorporated herein by reference to Exhibit 10.7 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

10.15 + RXO, Inc.

Cash Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the registrant's Current Report on Form 8-K filed with the SEC on November 1, 2022).

2 unchanged sentences

2022 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.17 to the registrant's Quarterly Report on Form 10-Q filed with the SEC on May 3, 2023).

Incremental Amendment and Lender Joinder Agreement (incor porated herein by reference to E xhibit 10 .1 to the registrant 's Quarterly Report on Form 10-Q filed with the SEC on November 7 , 2023 ).

F orm of Performance -Based Restrict ed Stock Unit Award Agreement under the RXO, I nc.

2022 Omn ibus Incentive Compensation Plan (incorporated herein by reference to Exhi bit 10 .1 9 to the re gistrant's Quar terly Report on Form 10-Q filed with the SEC on May 7, 2 024 ) .

Form of Purchase Agreement, dated as of August 12, 2024, by and among the Company and the 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).

Securities Trading Polic y.

Subsidiaries of the registrant.

Consent of D eloitte & Touche LLP, Independent Registered Public Accounting Firm.

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

3 unchanged sentences

Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 4 .

Clawback Policy .

Clawback Policy (incorporated herein by reference to Exhibit 97 to the registrant's Annual Report on Form 10-K filed with the SEC on February 13, 2024).

101.INS * Inline XBRL Instance Document.

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** Furnished herewith.

Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

RXO hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

+ This exhibit is a management contract or compensatory plan or arrangement.

14 unchanged sentences

/s/ Brad Jacobs Non-Executive Chairman of the Board of Directors

/s/ AnnaMaria DeSalva Director

AnnaMaria DeSalva

/s/ Troy Cooper

/s/ Adrian Kingshott Director

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures