RXO, Inc. filings document the formal disclosures of an NYSE-listed asset-light transportation company with common stock traded under RXO. Recent Form 8-K reports furnish quarterly operating results, related investor presentations, Regulation FD materials, senior unsecured notes disclosures, and asset-based revolving credit facility agreements tied to the company's transportation brokerage and logistics operations.
Proxy materials disclose board elections, auditor ratification, executive compensation votes and amendments to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan. Other material-event filings cover officer appointments, subsidiary guarantees, debt redemption terms, collateral and borrowing-base mechanics, and capital-structure disclosures involving senior notes and revolving credit arrangements.
RXO, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 12, 2026. Stockholders elected eight directors for terms running until the 2027 annual meeting, with support levels generally around 148–149 million votes in favor for most nominees.
They ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 154,953,800 votes for and minimal opposition. Stockholders also approved an amendment to the 2022 Omnibus Incentive Compensation Plan to increase available shares, and supported executive compensation in a nonbinding advisory vote, with 142,771,274 votes in favor.
RXO, Inc. reported first-quarter 2026 results with revenue of $1,425 million, slightly down from $1,433 million a year earlier, as weaker managed transportation and last mile activity offset growth in truck brokerage. The company posted a net loss of $36 million, compared with a $31 million loss, and basic and diluted loss per share of $0.21 versus $0.18.
Segment adjusted EBITDA declined to $17 million from $29 million as tight truckload capacity and rising buy rates pressured margins. RXO used a new $450 million asset-based revolving credit facility and an offering of $400 million 6.375% notes due 2031 to refinance and redeem its 7.50% notes due 2027, recording an $11 million debt extinguishment loss. Total debt rose to $453 million, while operating cash flow was a modest outflow of $7 million.
RXO reported softer Q1 2026 results but a stronger Q2 outlook. Revenue was $1.425 billion, essentially flat with $1.433 billion a year earlier, while gross margin fell to 14.2% from 16.0%. The company posted a GAAP net loss of $36 million and adjusted net loss of $16 million, wider than last year.
Adjusted EBITDA dropped to $6 million from $22 million, and GAAP diluted loss per share was $0.21, with adjusted diluted loss per share of $0.09. Brokerage volume declined 8% year over year, including a 12% drop in full truckload and a 5% increase in less-than-truckload, but full truckload spot mix rose to 33%, driving higher gross profit per load.
Managed Transportation was awarded more than $100 million of freight under management and its late-stage pipeline grew by over $200 million, while Last Mile stops declined 8%. RXO refinanced its 2027 notes with $400 million of new notes maturing in May 2031 at a 6.375% coupon. For Q2 2026, RXO expects adjusted EBITDA between $27 million and $37 million, with Brokerage volumes roughly flat year over year and truckload gross profit per load increasing sequentially.
RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. He exercised RSUs covering 92,931 shares of Common Stock, increasing his direct share ownership. To cover associated tax liability, 40,370 shares were withheld by the company at $19.59 per share, and footnotes state that no shares were sold in the market or through any discretionary transaction.
Following these transactions, Wilkerson directly held 162,558 shares of Common Stock. He also had indirect holdings of 271,767 shares through a limited liability company he controls and 7,775 shares held by a trust. After this vesting event, he continued to hold 545,481 RSUs, which vest in installments on the first five anniversaries of the grant date, generally conditioned on his continued employment.
RXO Inc filing: Vanguard Capital Management reported beneficial ownership of 8,570,903 shares of RXO Common Stock, representing 5.21% of the class as of 03/31/2026. Vanguard reports sole dispositive power over 8,570,903 shares and sole voting power for 1,200,419 shares. The disclosure is signed by Ashley Grim on 04/30/2026.
RXO Inc reports that Vanguard Portfolio Management beneficially owns 9,101,927 shares of Common Stock, representing 5.54% of the class as reported for the period ending 03/31/2026. The filing shows sole voting power of 67,128 shares and sole dispositive power over 9,101,927 shares, reflecting holdings managed across Vanguard funds and accounts.
RXO, Inc. is asking stockholders to vote at its virtual 2026 annual meeting on May 12, 2026. Investors will elect eight directors for one-year terms, ratify Deloitte & Touche LLP as auditor for 2026, approve an amendment increasing shares under the 2022 Omnibus Incentive Compensation Plan, and cast an advisory vote on executive pay.
The Board highlights that seven of eight directors are independent, with fully independent audit, compensation, and nominating/governance/sustainability committees, majority voting for directors, and active board refreshment. RXO also emphasizes its larger scale after acquiring Coyote Logistics, actions targeting more than $155 million of annualized expense savings, and board-level oversight of sustainability, human capital, and cybersecurity.
RXO Inc: The Vanguard Group filed an amendment (Schedule 13G/A, Amendment No. 6) stating it beneficially owns 0 shares of RXO Inc Common Stock, representing 0% of the class. The filing explains an internal realignment on 01/12/2026 that led certain Vanguard subsidiaries and business divisions to report holdings separately.
The filing is signed by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026, and lists Vanguard’s principal office in Malvern, PA.
RXO, Inc. Chief Executive Officer Andrew M. Wilkerson exercised restricted stock units into common stock in a compensation-related transaction. On March 22, 2026, 52,768 RSUs converted into 52,768 shares of common stock at an exercise price of $0.00 per share.
To cover tax obligations from this vesting and settlement, 22,923 shares of common stock were withheld by RXO at $13.23 per share. Footnotes state that no shares were sold in the market and there were no discretionary or open-market transactions. After these transactions, Wilkerson holds 109,997 shares directly, plus indirect holdings, and 638,412 RSUs outstanding.
RXO, Inc. Chief Accounting Officer Jason S. Kerr reported routine equity compensation activity. On March 22, 2026, 2,030 Restricted Stock Units were exercised and settled into 2,030 shares of common stock, increasing his direct common stock holdings to 49,325 shares before tax withholding.
To cover tax obligations from this vesting, 882 shares of common stock were withheld by RXO at a price of $13.23 per share, reducing Kerr’s direct holdings to 48,443 shares. Footnotes clarify that no shares were sold by Kerr in the market and there were no discretionary or open‑market transactions. After these transactions, he also holds 8,982 RSUs, which vest in three equal annual installments subject to continued employment.