MFN Partners boosts RXO (NYSE: RXO) stake with 532,276-share open-market buy

Rhea-AI Filing Summary

RXO, Inc. received a Form 4 filing showing a large shareholder group led by MFN Partners, LP buying more stock. On February 12, 2026, MFN Partners LP reported an open-market purchase of 532,276 shares of RXO common stock at $12 per share, increasing its directly held position to 28,109,942 shares.

The filing lists several related reporting entities, including MFN Partners GP, LLC and MFN Partners Management entities, as well as managing members Farhad Nanji and Michael F. DeMichele. Each reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MFN Partners, LP

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RXO, Inc. [ RXO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		P		532,276	A	$12	28,109,942	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MFN Partners, LP

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MFN Partners GP, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MFN Partners Management, LP

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MFN Partners Management, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DeMichele Michael

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

NANJI FARHAD

(Last) (First) (Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. MFN Partners, LP (the "Partnership") is the holder of the securities reported herein. MFN Partners GP, LLC ("MFN GP") is the general partner of the Partnership. MFN Partners Management, LP ("MFN Management") is the investment adviser to the Partnership. MFN Partners Management, LLC ("MFN LLC") is the general partner of MFN Management. Farhad Nanji and Michael F. DeMichele are managing members of MFN GP and MFN LLC. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest, if any, therein.

	MFN PARTNERS, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	02/17/2026
	MFN PARTNERS GP, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	02/17/2026
	MFN PARTNERS MANAGEMENT, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	02/17/2026
	MFN PARTNERS MANAGEMENT, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	02/17/2026
	MICHAEL F. DEMICHELE, By: /s/ Michael F. DeMichele	02/17/2026
	FARHAD NANJI, By: /s/ Farhad Nanji	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did RXO (RXO) report in this Form 4?

RXO reported that MFN Partners LP executed an open-market purchase of 532,276 shares of RXO common stock at $12 per share. This transaction increased MFN Partners LP’s directly held stake to 28,109,942 shares as of the reported date.

Who is the main reporting owner in the RXO (RXO) Form 4 filing?

The primary holder is MFN Partners, LP, identified as a 10% owner of RXO, Inc. Related entities MFN Partners GP, LLC and MFN Partners Management entities, plus individuals Farhad Nanji and Michael F. DeMichele, are also listed as reporting persons.

How many RXO (RXO) shares did MFN Partners LP own after the transaction?

After buying 532,276 RXO shares at $12, MFN Partners LP directly held 28,109,942 shares of RXO common stock. This figure reflects the beneficially owned amount following the reported February 12, 2026 open-market purchase.

What was the price paid per share in the RXO (RXO) insider purchase?

The reported insider transaction shows MFN Partners LP purchased RXO common stock at $12 per share. The buy covered 532,276 shares in an open-market transaction, as disclosed in the Form 4 for the February 12, 2026 trade date.

Do all RXO (RXO) Form 4 reporting persons claim full beneficial ownership?

No. The filing states each reporting person disclaims beneficial ownership of the RXO securities except to the extent of that person’s pecuniary interest. This includes MFN Partners LP, its related general partners, advisers, and managing members Nanji and DeMichele.

What is the relationship of MFN Partners entities to RXO (RXO)?

MFN Partners, LP is identified as a 10% owner of RXO, Inc., with affiliated entities MFN Partners GP, LLC and MFN Partners Management vehicles involved as general partners and investment advisers. Together, they report the large ownership stake and recent open-market purchase.