Finepoint Capital (RXO) discloses 5,355,445 RXO shares, a 3.2% ownership stake

Rhea-AI Filing Summary

Finepoint Capital LP and Herbert Wagner report updated ownership of RXO, Inc. common stock in an amended Schedule 13G filing. They beneficially own 5,355,445 shares of RXO common stock, representing 3.2% of the class, based on 164,920,312 shares outstanding as of May 5, 2026. All reported voting and dispositive authority over these shares is shared, with no sole voting or dispositive power. The amendment also states that the reporting persons now hold 5 percent or less of RXO’s outstanding common stock.

Key Figures

Shares beneficially owned: 5,355,445 shares Ownership percentage: 3.2% Shares outstanding: 164,920,312 shares +2 more

5 metrics

Shares beneficially owned 5,355,445 shares RXO common stock beneficially owned by Finepoint Capital and Herbert Wagner

Ownership percentage 3.2% Portion of RXO common stock class beneficially owned

Shares outstanding 164,920,312 shares RXO common stock outstanding as of May 5, 2026

Shared voting power 5,355,445 shares Shares over which reporting persons have shared voting power

Shared dispositive power 5,355,445 shares Shares over which reporting persons have shared dispositive power

Key Terms

beneficially owned, shared voting power, shared dispositive power, registered investment adviser, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: The information required by this paragraph is set forth"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"6 | Shared Voting Power 5,355,445.00 7 | Sole Dispositive Power"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"8 | Shared Dispositive Power 5,355,445.00 9 5,355,445.00"

registered investment adviser financial

"Finepoint is a registered investment adviser to certain affiliated funds"

A registered investment adviser (RIA) is a firm or individual legally registered with regulators to give personalized investment advice and manage clients' money, with a duty to put clients’ interests ahead of their own. Think of an RIA as a licensed financial guide who must disclose fees, conflicts and how they are paid; that transparency and legal duty matter to investors because it reduces the risk of hidden costs or biased recommendations.

Schedule 13G regulatory

"This Amendment No. 1 to is filed by Finepoint Capital LP"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What stake in RXO (RXO) does Finepoint Capital report in this Schedule 13G/A amendment?

Finepoint Capital and Herbert Wagner report beneficial ownership of 5,355,445 RXO common shares, representing 3.2% of the outstanding common stock, based on 164,920,312 shares outstanding as of May 5, 2026.

Does the Schedule 13G/A show Finepoint Capital owning more or less than 5% of RXO (RXO)?

The amendment indicates the reporting persons own 5 percent or less of RXO’s common stock. Their disclosed beneficial ownership is 3.2% of the class, reflecting a sub‑5% position under reporting rules.

How many RXO (RXO) shares are outstanding according to this Schedule 13G/A filing?

The reported ownership percentage is based on 164,920,312 shares of RXO common stock outstanding as of May 5, 2026, as stated in RXO’s Form 10‑Q for the quarter ended March 31, 2026.

Who are the reporting persons in the RXO (RXO) Schedule 13G/A amendment?

The reporting persons are Finepoint Capital LP, a Delaware limited partnership and registered investment adviser, and Herbert Wagner, its founder and Managing Partner of FPCap LLC, the general partner of Finepoint.

What voting and dispositive power over RXO (RXO) shares does Finepoint Capital report?

The reporting persons disclose 0 shares with sole voting or dispositive power and 5,355,445 shares with shared voting and shared dispositive power, reflecting control exercised through affiliated funds advised by Finepoint.

Where is Finepoint Capital’s principal business office as disclosed in the RXO (RXO) Schedule 13G/A?

Finepoint Capital’s principal business office is listed as 500 Boylston Street, 24th Floor, Boston, MA 02116. RXO’s principal executive offices are at 11215 North Community House Road, Charlotte, NC 28277.

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Available on EDGAR 08/13/2026 - 09:00 AM Accepted by SEC EDGAR 08/13/2026 - 09:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

RXO, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

74982T103

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 74982T103

1

Names of Reporting Persons

Finepoint Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,355,445.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,355,445.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,355,445.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.2 %

12

Type of Reporting Person (See Instructions)

PN, IA

SCHEDULE 13G

CUSIP Number(s): 74982T103

1

Names of Reporting Persons

Herbert Wagner

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,355,445.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,355,445.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,355,445.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.2 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

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.: 74982T103
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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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:
	(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.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Finepoint Capital LP

Signature:	/s/ Stacy L. Vezina
Name/Title:	Chief Legal Officer, Chief Compliance Officer
Date:	08/13/2026

Herbert Wagner

Signature:	/s/ Herbert Wagner
Name/Title:	Herbert Wagner, individually
Date:	08/13/2026