false
0001929561
0001929561
2026-01-16
2026-01-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 16, 2026
RXO, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-41514 |
88-2183384 |
(State
or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS 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)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Appointment of
Daniel Morris as Chief Accounting Officer
On
January 16, 2026, Daniel Morris was appointed to serve as the Chief Accounting Officer of RXO, Inc. (the “Company”), effective
as of May 15, 2026. Mr. Morris, 41, has served as the Company’s vice president of accounting since its separation from XPO, Inc.
(“XPO”) in November 2022. Prior to the separation, Mr. Morris served as Senior Director, Accounting, and in various other
capacities in financial reporting and accounting at XPO since April 2015.
In
connection with his appointment, Mr. Morris will participate in the Company’s executive compensation programs as determined by the
Company’s Compensation Committee, which generally include base salary, an annual cash incentive opportunity and eligibility for
long-term equity awards, in each case commensurate with his role.
Mr.
Morris has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K,
has no arrangement or understanding between him and any other person relating to his appointment as an officer required to be disclosed
pursuant to Item 401(b) of Regulation S-K and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation
S-K.
Departure of Jason
Kerr as Chief Accounting Officer
On
January 16, 2026, Jason Kerr, Chief Accounting Officer of the Company, notified the Company of his intent to retire, effective May 15,
2026. Mr. Kerr will continue to serve in his current role until the effectiveness of the appointment of Mr. Morris as the successor Chief
Accounting Officer, after which he will remain an employee until October 15, 2026 to assist with transition matters. Mr. Kerr’s
departure is not the result of any disagreement with the Company on any matter relating to its accounting principles, financial statement
practices or internal controls.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 23, 2026 |
RXO, INC. |
|
| |
|
|
| |
By: |
/s/ Jeffrey D. Firestone |
|
| |
Name: |
Jeffrey D. Firestone |
|
| |
Title: |
Chief Legal Officer and Corporate Secretary |
|
