RXO Inc SEC Filings

RXO, Inc. plans a private offering of $400 million senior unsecured notes due 2031, initially guaranteed by its domestic subsidiaries that back its asset-based revolving credit facility. The company intends to use the net proceeds to repurchase or redeem all outstanding 7.500% Notes due 2027, pay related fees and expenses, and for general corporate purposes, which may include debt repayment.

RXO has also issued a notice of conditional full redemption for all 2027 Notes on February 20, 2026, at 101.875% of principal plus accrued interest. This redemption is conditioned on RXO receiving sufficient net proceeds from newly issued debt securities; if this financing condition is not met by the redemption date, the redemption notice can be rescinded.

RXO, Inc. is an asset-light, technology-driven truck brokerage and transportation platform focused on full truckload, managed transportation and last mile services. The company uses its RXO Connect® digital platform and broad carrier network to match shippers with independent truck capacity across North America and internationally.

RXO expanded significantly by acquiring Coyote from UPS for $1.038 billion in cash, plus a later $10 million working capital adjustment, adding technology-driven brokerage and UK haulage, dedicated transport and warehousing operations. Customer concentration remains meaningful, with the largest customer contributing $653 million, or 11.4% of 2025 revenue.

As of June 30, 2025, non‑affiliate common equity had an aggregate market value of $2.6 billion, and there were 164,193,961 shares outstanding as of February 5, 2026. The company employed 6,906 regular employees and 2,312 temporary workers at year-end 2025, highlighting its focus on scalable, asset-light growth. Total debt was $408 million, primarily $355 million of unsecured notes, supporting its capital structure.

RXO, Inc. entered a new five-year, asset-based revolving credit facility of up to $450 million, secured by substantially all personal and intangible assets, replacing its prior unsecured revolving facility that had total commitments of $600 million, which was terminated on the closing date.

For the fourth quarter of 2025, RXO generated $1.47 billion in revenue, down from $1.67 billion a year earlier, and reported a GAAP net loss of $46 million, or $(0.27) per diluted share. Adjusted net loss was $11 million, or $(0.07) per diluted share, and adjusted EBITDA was $17 million, with a 1.2% adjusted EBITDA margin.

Truck brokerage revenue was $1.09 billion and complementary services revenue was $431 million, with companywide gross margin of 14.8%. Management highlighted a significantly tighter full‑truckload market that pressured brokerage gross margins, but noted more than 50% year‑over‑year growth in the late‑stage brokerage pipeline, over $200 million of new managed transportation freight under management, and ongoing investment in AI‑driven technology.

RXO, Inc. announced a planned leadership transition in its finance organization. Daniel Morris was appointed Chief Accounting Officer, effective May 15, 2026. He has been the company’s vice president of accounting since RXO’s separation from XPO in November 2022 and previously held senior accounting and financial reporting roles at XPO since 2015. Morris will participate in RXO’s executive compensation programs, including base salary, annual cash incentives and eligibility for long-term equity awards, consistent with his role.

Current Chief Accounting Officer Jason Kerr has notified RXO of his intent to retire, effective May 15, 2026. He will remain in his role until Morris’s appointment takes effect, then continue as an employee until October 15, 2026 to support transition activities. The company states that Kerr’s departure is not due to any disagreement regarding accounting principles, financial statement practices or internal controls.

RXO, Inc. reported an insider equity award for one of its directors. On January 2, 2026, the director received 14,517 restricted stock units (RSUs), each representing the right to receive either one share of common stock or a cash payment equal to its fair market value upon settlement.

The RSUs vest in full on January 2, 2027, as long as the director continues serving on the board, and the award is subject to a deferral election that can delay share delivery. After this grant, the director beneficially owns 41,844 RSUs tied to common stock, including 7,745 RSUs that vested on January 2, 2026 but are deferred under a similar election.

RXO, Inc. director equity activity: A board member reported changes in ownership of RXO common stock tied to restricted stock units (RSUs). On January 2, 2026, 7,745 RSUs vested in full and were settled into 7,745 shares of common stock at a stated price of $0 per share, increasing directly held common shares to 30,875.

The filing also shows a new grant of 14,517 RSUs on January 2, 2026. These RSUs are scheduled to vest in full on January 2, 2027, subject to the director’s continued service on the board and a deferral election. Upon settlement, each RSU will deliver either one share of RXO common stock or a cash amount equal to the fair market value of one share, as provided in the award terms.

RXO, Inc. director received a new equity award in the form of restricted stock units. On January 2, 2026, the reporting person was granted 14,517 restricted stock units (RSUs), each representing the right to receive either one share of RXO common stock or a cash amount equal to the share’s fair market value upon settlement. The RSUs were granted at a price of $0, reflecting that this is a compensation award rather than a market purchase.

The RSUs will vest in full on January 2, 2027, provided the individual continues to serve as a director. Delivery of the underlying common shares is subject to a deferral election, meaning the director chose to receive the shares or cash at a later date under the plan’s terms. After this award, the director beneficially holds 22,262 derivative securities, which include RSUs tied to 7,745 shares that vested on January 2, 2026 and are also subject to a deferral election.

RXO, Inc. director reported equity compensation activity involving company stock. On 01/02/2026, the director acquired 7,745 shares of Common Stock at an exercise price of $0, leaving a total of 35,137 shares of Common Stock beneficially owned directly after the transaction.

The filing also shows derivative awards in the form of restricted stock units (RSUs). On the same date, the director received 14,517 RSUs, each representing a right to one share of Common Stock or its cash value, which are scheduled to vest in full on January 2, 2027, subject to continued board service. An existing RSU award of 7,745 units vested on January 2, 2026, resulting in the corresponding share acquisition.

RXO, Inc. reported that one of its directors received a grant of restricted stock units on January 2, 2026. The grant covers 14,517 restricted stock units (RSUs), each representing a contingent right to receive either one share of RXO common stock or a cash payment equal to the fair market value of one share upon settlement.

The RSUs are scheduled to vest in full on January 2, 2027, subject to the director’s continued service on the board and a deferral election. Following this transaction, the director beneficially owns 148,522 derivative securities, including RSUs tied to 7,745 shares of common stock that vested on January 2, 2026 but are subject to a deferral election, with delivery of shares to follow the applicable deferral terms.