SCHEDULE 13G/A: MFN Partners Amends RXO, Inc. Stake, Disclosing 19.2% Beneficial Ownership

MFN Partners and its affiliates have filed an Amendment No. 4 to Schedule 13G, reporting a 19.2% beneficial ownership stake in RXO, Inc., totaling 32,154,993 shares as of December 31, 2024.

Summary

• MFN Partners, LP, along with its general partners, investment advisers, and managing members (MFN Partners GP, LLC, MFN Partners Management, LP, MFN Partners Management, LLC, Michael F. DeMichele, and Farhad Nanji), are the Reporting Persons.
• The filing pertains to their beneficial ownership of Common Stock, $0.01 par value, of RXO, Inc.
• As of December 31, 2024, the Reporting Persons collectively beneficially own 32,154,993 shares of RXO, Inc. Common Stock.
• This aggregate amount represents 19.2% of RXO, Inc.'s outstanding Common Stock.
• The percentage ownership is calculated based on 162,517,000 shares of Common Stock outstanding as of December 31, 2024, as reported by RXO, Inc. in its Form 8-K filed on February 5, 2025.
• The beneficially owned shares include 4,577,327 shares issuable upon the exercise of warrants with an exercise price of $0.01.
• These warrants are exercisable only to the extent that, following such exercise, the Reporting Persons' beneficial ownership does not exceed 19.9% of the Issuer.
• The Reporting Persons certify that the securities were not acquired or held for the purpose of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.
• This filing is Amendment No. 4 to the original Schedule 13G filed on February 10, 2023.

Sentiment

Score: 7

Explanation: The filing indicates a substantial and continued investment by MFN Partners in RXO, Inc., suggesting confidence in the company, although the document itself is a standard ownership disclosure and does not contain operational or financial performance data.

Positives

• MFN Partners holds a significant 19.2% beneficial ownership in RXO, Inc., indicating a strong conviction in the company's value.
• The beneficial ownership includes 4,577,327 shares issuable from warrants with a low exercise price of $0.01, providing potential for future share acquisition at a favorable rate.

Negatives

• NA

Risks

• The exercise of 4,577,327 warrants is subject to a cap, limiting the Reporting Persons' beneficial ownership to not exceed 19.9% of the Issuer's common stock.

Future Outlook

The filing indicates MFN Partners' continued significant ownership in RXO, Inc., with the potential to increase their stake through warrant exercise up to a 19.9% beneficial ownership cap, suggesting a long-term investment perspective.

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 Rule 14a-11."

Industry Context

This Schedule 13G filing is a routine disclosure of significant beneficial ownership, common in the financial industry for institutional investors holding large stakes in publicly traded companies. It reflects an investor's position rather than broader industry trends, though a substantial stake by an activist-leaning fund like MFN Partners can draw attention within the sector.

Comparison to Industry Standards

• NA (This document is a beneficial ownership filing and does not provide information for direct comparison to industry-specific operational or financial benchmarks.)

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake, potentially signaling confidence or a long-term investment horizon.
• Management: Awareness of a large, active shareholder, potentially influencing strategic decisions or corporate governance discussions, especially given the mention of Rule 14a-11 nominations.

Next Steps

• Continued monitoring of RXO, Inc.'s performance by MFN Partners.
• Potential future exercise of warrants by MFN Partners, subject to the 19.9% beneficial ownership cap.

Key Dates

Keywords

RXO, MFN Partners, beneficial ownership, Schedule 13G, common stock, institutional ownership, equity stake, investment, warrants