| Item 1. | |
| (a) | Name of issuer:
RXO, Inc. |
| (b) | Address of issuer's principal executive offices:
11215 North Community House Road, Charlotte, NC 28277 |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 1 to Schedule 13G is filed by Finepoint Capital LP ("Finepoint") and Herbert Wagner (each, a "Reporting Person" and together, the "Reporting Persons"). Reference is hereby made to the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on February 13, 2026 (the "Schedule 13G"). Finepoint is a registered investment adviser to certain affiliated funds (the "Funds") that directly hold the securities of the Issuer to which this statement relates for the benefit of their respective investors, and in such capacity Finepoint has voting and dispositive power over such securities. Herbert Wagner is the founder of Finepoint and Managing Partner of FPCap LLC, the general partner of Finepoint, and is responsible for the management of the Funds. The agreement between the Reporting Persons to file the Schedule 13G jointly (the "Joint Filing Agreement") was filed as Exhibit A to the initial filing of the Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
500 Boylston Street, 24th Floor, Boston, MA 02116 |
| (c) | Citizenship:
Finepoint is a Delaware limited partnership. Herbert Wagner is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, $0.01 par value |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. |
| (b) | Percent of class:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. Percentage ownership is based on 164,920,312 shares of Common Stock outstanding as of May 5, 2026, as reported in the Issuer's Report on Form 10-Q for the period ended March 31, 2026 filed with the Securities and Exchange Commission on May 7, 2026. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
|
| | (ii) Shared power to vote or to direct the vote:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
|
| | (iii) Sole power to dispose or to direct the disposition of:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
|
| | (iv) Shared power to dispose or to direct the disposition of:
The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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