rxo-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Form 10-Q

___________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-41514

_______________________________________________

RXO, INC.

(Exact name of registrant as specified in its charter)

_______________________________________________


Delaware			88-2183384
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

11215 North Community House Road Charlotte, NC			28277

(Address of principal executive offices)			(Zip Code)

(980) 308-6058

(Registrant’s telephone number, including area code)

_______________________________________________

N/A

_______________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

RXO

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒

As of May 5, 2026, there were 164,920,312 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

RXO, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2026

Table of Contents


			Page No.
Part I—Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations			3
Condensed Consolidated Statements of Comprehensive Loss			4
Condensed Consolidated Statements of Cash Flows			5
Condensed Consolidated Statements of Changes in Equity			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3. Quantitative and Qualitative Disclosures About Market Risk			20
Item 4. Controls and Procedures			20
Part II—Other Information
Item 1. Legal Proceedings			21
Item 1A. Risk Factors			21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			21
Item 3. Defaults Upon Senior Securities			21
Item 4. Mine Safety Disclosures			21
Item 5. Other Information			21
Item 6. Exhibits			22
Signatures			23


	March 31,		December 31,
(Dollars in millions, shares in thousands, except per share amounts)	2026		2025
ASSETS
Current assets
Cash and cash equivalents	$	21	$	17
Accounts receivable, net of $15 and $16 in allowances, respectively	1,216		1,226
Other current assets	98		74
Total current assets	1,335		1,317
Long-term assets
Property and equipment, net of $396 and $381 in accumulated depreciation, respectively	131		134
Operating lease assets	222		238
Goodwill	1,111		1,111
Identifiable intangible assets, net of $174 and $164 in accumulated amortization, respectively	442		453
Other long-term assets	27		24
Total long-term assets	1,933		1,960
Total assets	$	3,268	$	3,277
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	584	$	539
Accrued expenses	367		397
Short-term debt and current maturities of long-term debt	17		17
Short-term operating lease liabilities	70		75
Other current liabilities	10		10
Total current liabilities	1,048		1,038
Long-term liabilities
Long-term debt and obligations under finance leases	430		387
Deferred tax liabilities	36		51
Long-term operating lease liabilities	182		191
Other long-term liabilities	63		69
Total long-term liabilities	711		698
Commitments and Contingencies (Note 9)
Equity
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Common stock, $0.01 par value; 300,000 shares authorized; 164,867 and 164,160 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	2		2
Additional paid-in capital	1,934		1,929
Accumulated deficit	(420)		(384)

Accumulated other comprehensive loss	(7)		(6)
Total equity	1,509		1,541
Total liabilities and equity	$	3,268	$	3,277


	Three Months Ended March 31,
(Dollars in millions, shares in thousands, except per share amounts)	2026		2025
Revenue	$	1,425	$	1,433
Cost of transportation and services (exclusive of depreciation and amortization)	1,171		1,153
Direct operating expense (exclusive of depreciation and amortization)	50		48
Sales, general and administrative expense	197		210
Depreciation and amortization expense	26		32
Transaction and integration costs	2		6
Restructuring costs	7		14
Operating loss	$	(28)	$	(30)
Other expense	1		—

Debt extinguishment loss	11		—
Interest expense, net	9		9
Loss before income taxes	$	(49)	$	(39)
Income tax benefit	(13)		(8)
Net loss	$	(36)	$	(31)

Loss per share
Basic	$	(0.21)	$	(0.18)
Diluted	$	(0.21)	$	(0.18)

Weighted-average common shares outstanding
Basic	169,104		168,023
Diluted	169,104		168,023


	Three Months Ended March 31,
(In millions)	2026		2025
Net loss	$	(36)	$	(31)

Other comprehensive income (loss)
Foreign currency gain (loss)	$	(1)	$	2
Other comprehensive income (loss)	(1)		2
Comprehensive loss	$	(37)	$	(29)



	Common Stock
(Dollars in millions, shares in thousands)	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Equity
Balance as of December 31, 2025	164,160	$	2	$	1,929	$	(384)	$	(6)	$	1,541
Net loss	—	—		—		(36)		—		(36)
Other comprehensive loss	—	—		—		—		(1)		(1)
Stock compensation expense	—	—		7		—		—		7
Vesting of stock compensation awards	707	—		—		—		—		—
Tax withholdings related to vesting of stock compensation awards	—	—		(2)		—		—		(2)




Balance as of March 31, 2026	164,867	$	2	$	1,934	$	(420)	$	(7)	$	1,509


(In millions)	March 31, 2026		December 31, 2025
Segment assets	$	3,170	$	3,207
Corporate assets	98		70
Total assets	$	3,268	$	3,277


			Three Months Ended March 31, 2026
(In millions)	Reserve Balance as of December 31, 2025		Charges Incurred		Payments		Other		Reserve Balance as of March 31, 2026
Severance	$	8	$	3	$	(5)	$	—	$	6
Equipment and facilities	19		4		(3)		3		23

Total	$	27	$	7	$	(8)	$	3	$	29


(In millions)	Level	March 31, 2026		December 31, 2025
Revolver	3	$	—	$	35
ABL Facility	3	35		—
7.50% Notes due 2027	1	—		363
6.375% Notes due 2031	1	385		—


	Three Months Ended March 31,				Percentage of Revenue
(In millions)	2026		2025		2026		2025
Revenue	$	1,425	$	1,433	100.0	%	100.0	%
Cost of transportation and services (exclusive of depreciation and amortization)	1,171		1,153		82.2	%	80.5	%
Direct operating expense (exclusive of depreciation and amortization)	50		48		3.5	%	3.3	%
Sales, general and administrative expense	197		210		13.8	%	14.7	%
Depreciation and amortization expense	26		32		1.8	%	2.2	%
Transaction and integration costs	2		6		0.1	%	0.4	%
Restructuring costs	7		14		0.5	%	1.0	%
Operating loss	$	(28)	$	(30)	(2.0)	%	(2.1)	%
Other expense	1		—		0.1	%	—	%
Debt extinguishment loss	11		—		0.8	%	—	%
Interest expense, net	9		9		0.6	%	0.6	%
Loss before income taxes	$	(49)	$	(39)	(3.4)	%	(2.7)	%
Income tax benefit	(13)		(8)		(0.9)	%	(0.6)	%
Net loss	$	(36)	$	(31)	(2.5)	%	(2.2)	%


Exhibit Number						Description

4.1						Indenture, dated as of February 20, 2026, between RXO, Inc. and Regions Bank, as trustee (incorporated herein by reference to Exhibit 4.1 to the re gis trant ’s Current Report on Form 8-K filed wit h the SEC on February 20, 202 6).

4.2						First Supplemental Indenture, dated as of February 20, 2026, among RXO, Inc., the guarantors party thereto from time to time and Regions Bank, as trustee (incorporated herein by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the SEC on February 20, 2026).

10.1						Asset-Based Revolving Credit Agreement, dated as of February 5, 2026, by and among RXO, Inc., RXO Capacity Solutions Inc., RXO Last Mile Canada Inc., the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10 .1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 5 , 2026).

10.2 *+						F orm of RXO, Inc. Annual Incentive Plan .

31.1 *						Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

31.2 *						Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

32.1 **						Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

32.2 **						Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

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Date: May 7, 2026		RXO, INC.

	By:	/s/ Drew M. Wilkerson
		Drew M. Wilkerson
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ James E. Harris
		James E. Harris
		Chief Financial Officer
		(Principal Financial Officer)


	Three Months Ended March 31,
(In millions)	2026		2025
Retail/e-commerce	$	530	$	531
Industrial/manufacturing	274		278
Food and beverage	251		233
Logistics and transportation	120		125
Automotive	95		96
Other	155		170
Total	$	1,425	$	1,433

SEC Form 10-Q filed by RXO Inc.