Amendments to Bylaws Form 8 K

On September 23, 2024, the Board of Directors (the "Board") of RXO, Inc. (the "Company") adopted amendments to the Company's Bylaws, effective as of such date. The amendments, among other things, eliminate the provisions in the Bylaws relating to the requirement that nominees to the Board included in the Company's proxy materials for an annual or special meeting submit an irrevocable resignation in advance of such meeting, which resignation would become effective upon certain determinations by the Board.

The foregoing summary of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws attached hereto as Exhibit 3.1 and incorporated by reference herein.