RXO (NYSE: RXO) grows Q2 2026 revenue to $1.8B but remains unprofitable
Rhea-AI Filing Summary
RXO, Inc. reported Q2 2026 revenue of $1.774 billion, up from $1.419 billion a year earlier, as truck brokerage, last mile and managed transportation all grew. Companywide gross margin was 13.9%, down from 17.8%, reflecting mix and pricing pressure.
The company recorded a GAAP net loss of $9 million, unchanged from Q2 2025, or a diluted loss per share of $0.05. Adjusted net income was $10 million versus $7 million, with adjusted EBITDA of $40 million versus $38 million and adjusted diluted EPS of $0.06 versus $0.04.
Brokerage truckload volume rose 2% year over year and less‑than‑truckload volume 3%, with truckload spot mix increasing to 42% of volume. Last Mile stops grew 3%, and Managed Transportation added approximately $100 million of freight under management. For Q3 2026, RXO forecasts adjusted EBITDA between $35 million and $45 million and expects brokerage volumes and truckload gross profit per load to grow.
Positive
- Revenue grew to $1.774 billion, up from $1.419 billion in Q2 2025, while adjusted net income increased to $10 million and adjusted diluted EPS to $0.06, indicating better underlying profitability despite a flat GAAP net loss.
- Brokerage and complementary volumes strengthened, including 2% truckload and 3% LTL volume growth, a 42% truckload spot mix, 3% Last Mile stop growth, and approximately $100 million of new Managed Transportation freight under management.
Negative
- Gross margin compressed to 13.9% from 17.8% a year earlier, and adjusted EBITDA margin declined to 2.3% from 2.7%, showing weaker margins even as revenue increased.
- Cash flow and leverage remain pressured, with six‑month operating cash flow of $(47) million, free cash flow of $(76) million, and net leverage at 4.1x bank‑adjusted EBITDA.
Filing Explained
The filing furnishes second-quarter results and an investor presentation and points to a Form 10-Q for the same quarter.
As an 8-K, this filing reports specified material events: RXO furnished its second-quarter results and investor presentation under Items 2.02 and 7.01, and stated that those materials are not treated as filed under Section 18.
Available liquidity is a financing capacity figure rather than cash on hand, and the filing reports a program amount rather than completed repurchases; it does not state that shares were bought under the program.
The filing points readers to the Form 10-Q for the quarter ended
8-K Event Classification
3 items: 2.02, 7.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Revenue: $1,774 million
GAAP net loss: $(9) million
Adjusted EBITDA: $40 million
+5 more
8 metrics
Revenue
$1,774 million
Quarter ended June 30, 2026, vs $1,419 million in Q2 2025
GAAP net loss
$(9) million
Quarter ended June 30, 2026, unchanged from Q2 2025
Adjusted EBITDA
$40 million
Quarter ended June 30, 2026, vs $38 million in Q2 2025
Adjusted diluted EPS
$0.06
Quarter ended June 30, 2026, vs $0.04 in Q2 2025
Net cash from operating activities
$(47) million
Six months ended June 30, 2026
Net debt
$491 million
Total debt net of cash as of June 30, 2026
Net leverage
4.1x
Net debt to bank-adjusted EBITDA as of June 30, 2026
Q3 2026 adjusted EBITDA outlook
$35–$45 million
Company guidance for adjusted EBITDA in Q3 2026
Key Terms
adjusted EBITDA, free cash flow, bank-adjusted EBITDA, gross margin, +1 more
5 terms
adjusted EBITDA financial
"The non-GAAP financial measures in this release include: adjusted EBITDA;"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
free cash flow financial
"We calculate free cash flow as net cash provided by operating activities less payment for purchases of property and equipment"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
bank-adjusted EBITDA financial
"Net debt, gross leverage and net leverage; and adjusted net income (loss) and adjusted diluted EPS; bank-adjusted EBITDA"
gross margin financial
"Gross margin was 13.9%, compared to 17.8% in the second quarter of 2025."
Gross margin is the difference between how much money a company makes from selling its products and how much it costs to produce them, expressed as a percentage of sales. It shows how efficiently a company is turning sales into profit before other expenses like marketing or salaries. Higher gross margin means the company keeps more money from each sale, which is a good sign of financial health.
net leverage financial
"Net leverage is calculated as net debt as a ratio of trailing twelve months bank-adjusted EBITDA."
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
Earnings Snapshot
Revenue: $1,774 million · Guidance included
Quarter ended June 30, 2026
Revenue
$1,774 million
vs $1,419 million in Q2 2025
GAAP net loss
$(9) million
vs $(9) million in Q2 2025
Adjusted EBITDA
$40 million
vs $38 million in Q2 2025
Adjusted diluted EPS
$0.06
vs $0.04 in Q2 2025
Guidance
For Q3 2026, RXO expects adjusted EBITDA between $35 million and $45 million, with overall brokerage, truckload and LTL volume growing low-to-mid single-digit percentages year over year and truckload gross profit per load increasing sequentially.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were RXO (RXO) Q2 2026 revenue and net results?
RXO generated Q2 2026 revenue of $1.774 billion, up from $1.419 billion in Q2 2025. The company reported a GAAP net loss of $9 million, unchanged year over year, equating to a diluted loss per share of $0.05.
How did RXO (RXO) margins and EBITDA trend in Q2 2026?
RXO’s gross margin was 13.9% in Q2 2026, down from 17.8% a year earlier. Adjusted EBITDA was $40 million, slightly above $38 million in Q2 2025, with adjusted EBITDA margin declining to 2.3% from 2.7%.
What operating highlights did RXO (RXO) report for Q2 2026?
RXO saw brokerage truckload volume up 2% and LTL volume up 3% year over year, with truckload spot mix at 42% of volume. Last Mile stops grew 3%, and Managed Transportation secured approximately $100 million of freight under management.
What guidance did RXO (RXO) provide for Q3 2026?
For Q3 2026, RXO expects adjusted EBITDA between $35 million and $45 million. Management also anticipates low‑to‑mid‑single‑digit year‑over‑year brokerage volume growth and sequential improvement in truckload gross profit per load.
How did RXO (RXO) cash flow perform in the first half of 2026?
For the six months ended June 30, 2026, RXO reported net cash used in operating activities of $(47) million and free cash flow of $(76) million, driven largely by higher working capital needs as revenue and freight rates increased.
What is RXO (RXO) leverage and liquidity position as of June 30, 2026?
RXO reported net debt of $491 million and a net leverage ratio of 4.1x bank‑adjusted EBITDA as of June 30, 2026. Available liquidity totaled $350 million, combining cash and undrawn capacity under credit facilities.
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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
(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 | ||||||||||||
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 2.02. Results of Operations and Financial Condition.
On August 6, 2026, RXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On August 6, 2026, the Company released a slide presentation related to its results of operations for the fiscal quarter ended June 30, 2026. A copy of this slide presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The slide presentation should be read together with the Company’s filings with the Securities and Exchange Commission, including the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 once available.
The information furnished in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press Release, dated August 6, 2026, issued by RXO, Inc. | |||||||
| 99.2 | Investor Presentation, dated August 6, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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: August 6, 2026 | RXO, INC. | ||||||||||
| By: | /s/ James E. Harris | ||||||||||
| James E. Harris | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
Market Share Gains and Improved Profitability Drive Strong Second-Quarter Results for RXO
•Full truckload volume improved every month and grew by 2% year over year in the second quarter, outperforming the market.
•Achieved an 11% sequential increase in gross profit per load, the highest growth rate in four years, driven by Brokerage full-truckload spot mix of 42%.
•Strength across Complementary Services, including 3% year-over-year stop growth in Last Mile.
•Expect positive Brokerage trends to continue in the third quarter, with anticipated volume and gross profit per load growth both sequentially and year-over-year.
CHARLOTTE, N.C. – August 6, 2026 – RXO (NYSE: RXO) today reported its second-quarter financial results and third-quarter outlook.
RXO Chairman and CEO Drew Wilkerson said, “RXO delivered strong second-quarter results, including profitable volume growth across the business. In Brokerage, we outperformed the market sooner than our previously communicated expectations, with truckload volume growth of 2 percent. We also achieved another historic sequential increase in gross profit per load, the best in four years, primarily driven by a 900-basis-point sequential increase in truckload spot mix. In Complementary Services, Last Mile gained market share and grew stops by 3 percent. Managed Transportation won approximately $100 million in additional freight under management.”
Wilkerson continued, “Importantly, we achieved these results with strong carrier vetting and cargo security practices, which were recently recognized with awards from both CargoNet and FreightWaves. We have strong momentum and anticipate that Brokerage will continue to deliver volume and gross profit-per-load growth in the third quarter. RXO is the broker of choice for spot activity, special projects and mini-bids. We’re in the early stages of a recovery. This is the part of the freight cycle where RXO’s unique algorithm drives differentiated results.”
Companywide Results
RXO’s revenue was $1.8 billion for the second quarter, compared to $1.4 billion in the second quarter of 2025. Gross margin was 13.9%, compared to 17.8% in the second quarter of 2025.
The company reported a second-quarter 2026 GAAP net loss of $9 million, compared to a net loss of $9 million in the second quarter of 2025. The second-quarter 2026 GAAP net loss included $13 million in transaction, integration, restructuring and other costs. Adjusted net income in the quarter was $10 million, compared to adjusted net income of $7 million in the second quarter of 2025.
Adjusted EBITDA was $40 million, compared to $38 million in the second quarter of 2025. Adjusted EBITDA margin was 2.3%, compared to 2.7% in the second quarter of 2025.
RXO 2Q 2026 Earnings Press Release | 1
GAAP earnings per share were impacted $0.11, net of tax, by transaction, integration, restructuring and other costs, and amortization of intangibles. For the second quarter, RXO reported a GAAP diluted loss per share of $0.05. Adjusted diluted earnings per share was $0.06.
Brokerage
Volume in RXO’s Brokerage business increased by 2% year over year in the second quarter. Truckload volume increased by 2% and less-than-truckload volume increased by 3%. Full truckload volume improved every month throughout the quarter.
Truckload spot mix was 42% of volume in the quarter, up from 33% in the first quarter of 2026, helping to drive the largest sequential gross profit per load growth rate in four years. Truckload spot mix grew by 1,500 basis points year over year.
Brokerage gross margin was 10.7% in the second quarter.
Complementary Services
Managed Transportation was awarded approximately $100 million of freight under management in the second quarter.
Last Mile stops increased by 3% year over year as a result of market share gains.
RXO’s complementary services gross margin was 21.1% for the quarter.
Third-Quarter Outlook
RXO expects third-quarter 2026 adjusted EBITDA to be between $35 million and $45 million.
In Brokerage, the company expects overall volume growth to increase by a low-to-mid-single-digit percentage year over year. The company expects truckload gross profit per load to increase sequentially.
Conference Call
The company will hold a conference call and webcast on Thursday, August 6 at 8 a.m. Eastern Daylight Time. Participants can call in toll-free (from U.S./Canada) at +1 833-461-5787; international callers dial +1 585-542-9983. The meeting ID is 501829031. A live webcast of the conference call will be available on the investor relations area of the company’s website, http://investors.rxo.com.
A replay of the webcast will be available at http://investors.rxo.com for one year following the event.
About RXO
RXO (NYSE: RXO) is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains across North America. The company is headquartered in Charlotte, N.C. Visit RXO.com for more information and connect with RXO on Facebook, X, LinkedIn, Instagram and YouTube.
Media Contact
Nina Reinhardt
nina.reinhardt@rxo.com
Investor Contact
Kevin Sterling
kevin.sterling@rxo.com
RXO 2Q 2026 Earnings Press Release | 2
Non-GAAP Financial Measures
We provide reconciliations of the non-GAAP financial measures contained in this release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this release.
The non-GAAP financial measures in this release include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”); adjusted EBITDA margin; and adjusted net income (loss) and adjusted diluted income (loss) per share (“adjusted EPS”).
We believe that these adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not reflect, or are unrelated to, RXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance.
Adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss) and adjusted EPS include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments as set forth in the attached tables. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating RXO’s ongoing performance.
We believe that adjusted EBITDA and adjusted EBITDA margin improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments that management has determined do not reflect our core operating activities and thereby assist investors with assessing trends in our underlying business. We believe that adjusted net income (loss) and adjusted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs that management has determined do not reflect our core operating activities, including amortization of acquisition-related intangible assets, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables, and thereby may assist investors with comparisons to prior periods and assessing trends in our underlying business.
With respect to our financial outlook for the third quarter of 2026 adjusted EBITDA, a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from this non-GAAP measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income and statement of cash flows prepared in accordance with GAAP that would be required to produce such a reconciliation.
Forward-looking Statements
This release includes forward-looking statements, including statements relating to the freight market, our outlook and anticipated third-quarter results. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "predict," "should," "will," "expect," "project," "forecast," "goal," "outlook," "target,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.
RXO 2Q 2026 Earnings Press Release | 3
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: competition and pricing pressures; economic conditions generally; fluctuations in fuel prices; increased carrier prices; severe weather, natural disasters, terrorist attacks or similar incidents that cause material disruptions to our operations or the operations of the third-party carriers and independent contractors with which we contract; our dependence on third-party carriers and independent contractors; labor disputes or organizing efforts affecting our workforce and those of our third-party carriers; legal and regulatory challenges to the status of the third-party carriers with which we contract, and their delivery workers, as independent contractors, rather than employees; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of potential cyber-attacks and information technology or data security breaches; our ability to integrate machine learning and artificial technologies to deliver our services and operate our business; issues related to our intellectual property rights; our ability to access the capital markets and generate sufficient cash flow to satisfy our debt obligations; litigation that may adversely affect our business or reputation; increasingly stringent laws protecting the environment, including transitional risks relating to climate change, that impact our third-party carriers; governmental regulation and political conditions; our ability to attract and retain qualified personnel; our ability to successfully implement our cost and revenue initiatives and other strategies; our ability to successfully manage our growth; our reliance on certain large customers for a significant portion of our revenue; damage to our reputation through unfavorable publicity; our failure to meet performance levels required by our contracts with our customers; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; and the impact of the separation on our businesses, operations and results. All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.
RXO 2Q 2026 Earnings Press Release | 4
RXO, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | 1,774 | $ | 1,419 | $ | 3,199 | $ | 2,852 | ||||||||||||||||||
| Cost of transportation and services (exclusive of depreciation and amortization) | 1,472 | 1,118 | 2,643 | 2,271 | ||||||||||||||||||||||
| Direct operating expense (exclusive of depreciation and amortization) | 53 | 47 | 103 | 95 | ||||||||||||||||||||||
| Sales, general and administrative expense | 211 | 214 | 408 | 424 | ||||||||||||||||||||||
| Depreciation and amortization expense | 26 | 30 | 52 | 62 | ||||||||||||||||||||||
| Transaction and integration costs | 4 | 7 | 6 | 13 | ||||||||||||||||||||||
| Restructuring costs | 7 | 3 | 14 | 17 | ||||||||||||||||||||||
| Operating income (loss) | $ | 1 | $ | — | $ | (27) | $ | (30) | ||||||||||||||||||
| Other expense | — | 2 | 1 | 2 | ||||||||||||||||||||||
| Debt extinguishment loss | — | — | 11 | — | ||||||||||||||||||||||
| Interest expense, net | 9 | 8 | 18 | 17 | ||||||||||||||||||||||
| Loss before income taxes | $ | (8) | $ | (10) | $ | (57) | $ | (49) | ||||||||||||||||||
| Income tax provision (benefit) | 1 | (1) | (12) | (9) | ||||||||||||||||||||||
| Net loss | $ | (9) | $ | (9) | $ | (45) | $ | (40) | ||||||||||||||||||
| Loss per share | ||||||||||||||||||||||||||
| Basic | $ | (0.05) | $ | (0.05) | $ | (0.27) | $ | (0.24) | ||||||||||||||||||
| Diluted | $ | (0.05) | $ | (0.05) | $ | (0.27) | $ | (0.24) | ||||||||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Basic | 169,646 | 168,525 | 169,377 | 168,275 | ||||||||||||||||||||||
| Diluted | 169,646 | 168,525 | 169,377 | 168,275 | ||||||||||||||||||||||
RXO 2Q 2026 Earnings Press Release | 5
RXO, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| June 30, | December 31, | |||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2026 | 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 15 | $ | 17 | ||||||||||
| Accounts receivable, net of $15 and $16 in allowances, respectively | 1,444 | 1,226 | ||||||||||||
| Other current assets | 97 | 74 | ||||||||||||
| Total current assets | 1,556 | 1,317 | ||||||||||||
| Long-term assets | ||||||||||||||
| Property and equipment, net of $412 and $381 in accumulated depreciation, respectively | 126 | 134 | ||||||||||||
| Operating lease assets | 205 | 238 | ||||||||||||
| Goodwill | 1,111 | 1,111 | ||||||||||||
| Identifiable intangible assets, net of $184 and $164 in accumulated amortization, respectively | 432 | 453 | ||||||||||||
| Other long-term assets | 29 | 24 | ||||||||||||
| Total long-term assets | 1,903 | 1,960 | ||||||||||||
| Total assets | $ | 3,459 | $ | 3,277 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | 713 | $ | 539 | ||||||||||
| Accrued expenses | 404 | 397 | ||||||||||||
| Short-term debt and current maturities of long-term debt | 36 | 17 | ||||||||||||
| Short-term operating lease liabilities | 66 | 75 | ||||||||||||
| Other current liabilities | 8 | 10 | ||||||||||||
| Total current liabilities | 1,227 | 1,038 | ||||||||||||
| Long-term liabilities | ||||||||||||||
| Long-term debt and obligations under finance leases | 459 | 387 | ||||||||||||
| Deferred tax liabilities | 35 | 51 | ||||||||||||
| Long-term operating lease liabilities | 167 | 191 | ||||||||||||
| Other long-term liabilities | 65 | 69 | ||||||||||||
| Total long-term liabilities | 726 | 698 | ||||||||||||
| Commitments and Contingencies | ||||||||||||||
| Equity | ||||||||||||||
| Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025 | — | — | ||||||||||||
| Common stock, $0.01 par value; 300,000 shares authorized; 164,920 and 164,160 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | 2 | 2 | ||||||||||||
| Additional paid-in capital | 1,940 | 1,929 | ||||||||||||
| Accumulated deficit | (429) | (384) | ||||||||||||
| Accumulated other comprehensive loss | (7) | (6) | ||||||||||||
| Total equity | 1,506 | 1,541 | ||||||||||||
| Total liabilities and equity | $ | 3,459 | $ | 3,277 | ||||||||||
RXO 2Q 2026 Earnings Press Release | 6
RXO, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | ||||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||
| Operating activities | ||||||||||||||
| Net loss | $ | (45) | $ | (40) | ||||||||||
| Adjustments to reconcile net loss to net cash from operating activities | ||||||||||||||
| Depreciation and amortization expense | 52 | 62 | ||||||||||||
| Stock compensation expense | 14 | 14 | ||||||||||||
| Deferred tax benefit | (15) | (13) | ||||||||||||
| Impairment of operating lease assets | 2 | 4 | ||||||||||||
| Debt extinguishment loss | 11 | — | ||||||||||||
| Other | 5 | 6 | ||||||||||||
| Changes in assets and liabilities | ||||||||||||||
| Accounts receivable | (223) | 159 | ||||||||||||
| Other current assets and other long-term assets | (26) | (7) | ||||||||||||
| Accounts payable | 179 | (93) | ||||||||||||
| Accrued expenses, other current liabilities and other long-term liabilities | (1) | (71) | ||||||||||||
| Net cash provided by (used in) operating activities | (47) | 21 | ||||||||||||
| Investing activities | ||||||||||||||
| Payment for purchases of property and equipment | (29) | (29) | ||||||||||||
| Proceeds from sale of property and equipment | — | 1 | ||||||||||||
| Business acquisition, net of cash acquired | — | (10) | ||||||||||||
| Other | — | (5) | ||||||||||||
| Net cash used in investing activities | (29) | (43) | ||||||||||||
| Financing activities | ||||||||||||||
| Proceeds from borrowings on revolving credit facilities | 656 | 261 | ||||||||||||
| Repayment of borrowings on revolving credit facilities | (607) | (227) | ||||||||||||
| Proceeds from issuance of debt | 400 | — | ||||||||||||
| Repurchase of debt | (362) | — | ||||||||||||
| Repayment of debt and finance leases | (1) | (1) | ||||||||||||
| Payment for debt issuance costs | (9) | — | ||||||||||||
| Payment for equity issuance costs | — | (1) | ||||||||||||
| Payment for tax withholdings related to vesting of stock compensation awards | (3) | (18) | ||||||||||||
| Other | — | (10) | ||||||||||||
| Net cash provided by financing activities | 74 | 4 | ||||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | — | 2 | ||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | (2) | (16) | ||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 18 | 35 | ||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 16 | $ | 19 | ||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||
| Leased assets obtained in exchange for new operating lease liabilities | $ | 19 | $ | 22 | ||||||||||
| Cash paid for income taxes, net | 5 | 4 | ||||||||||||
| Cash paid for interest, net | 11 | 16 | ||||||||||||
| Purchases of property and equipment in accounts payable, accrued expenses and other liabilities | 2 | 10 | ||||||||||||
RXO 2Q 2026 Earnings Press Release | 7
RXO, Inc.
Revenue Disaggregated by Service Offering
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| Truck brokerage | $ | 1,349 | $ | 1,025 | $ | 2,446 | $ | 2,092 | ||||||||||||||||||
| Last mile | 344 | 315 | 609 | 593 | ||||||||||||||||||||||
| Managed transportation | 144 | 142 | 267 | 279 | ||||||||||||||||||||||
| Eliminations | (63) | (63) | (123) | (112) | ||||||||||||||||||||||
| Total | $ | 1,774 | $ | 1,419 | $ | 3,199 | $ | 2,852 | ||||||||||||||||||
RXO 2Q 2026 Earnings Press Release | 8
RXO, Inc.
Reconciliation of Net Loss to Adjusted EBITDA and Adjusted EBITDA Margin
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Reconciliation of Net Loss to Adjusted EBITDA | ||||||||||||||||||||||||||
| Net loss | $ | (9) | $ | (9) | $ | (45) | $ | (40) | ||||||||||||||||||
| Interest expense, net | 9 | 8 | 18 | 17 | ||||||||||||||||||||||
| Income tax provision (benefit) | 1 | (1) | (12) | (9) | ||||||||||||||||||||||
| Depreciation and amortization expense | 26 | 30 | 52 | 62 | ||||||||||||||||||||||
| Transaction and integration costs | 4 | 7 | 6 | 13 | ||||||||||||||||||||||
| Restructuring and other costs | 9 | 3 | 16 | 17 | ||||||||||||||||||||||
| Debt extinguishment loss | — | — | 11 | — | ||||||||||||||||||||||
Adjusted EBITDA (1) | $ | 40 | $ | 38 | $ | 46 | $ | 60 | ||||||||||||||||||
| Revenue | $ | 1,774 | $ | 1,419 | $ | 3,199 | $ | 2,852 | ||||||||||||||||||
Adjusted EBITDA margin (1) (2) | 2.3 | % | 2.7 | % | 1.4 | % | 2.1 | % | ||||||||||||||||||
(1)See the “Non-GAAP Financial Measures” section of the press release.
(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.
RXO 2Q 2026 Earnings Press Release | 9
RXO, Inc.
Reconciliation of Net Loss to Adjusted Net Income (Loss) and Adjusted Diluted Income (Loss) Per Share
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Reconciliation of Net Loss to Adjusted Net Income (Loss) and Adjusted Diluted Income (Loss) Per Share | ||||||||||||||||||||||||||
| Net loss | $ | (9) | $ | (9) | $ | (45) | $ | (40) | ||||||||||||||||||
| Amortization of intangible assets | 11 | 11 | 21 | 26 | ||||||||||||||||||||||
| Transaction and integration costs | 4 | 7 | 6 | 13 | ||||||||||||||||||||||
| Restructuring and other costs | 9 | 3 | 16 | 17 | ||||||||||||||||||||||
| Debt extinguishment loss | — | — | 11 | — | ||||||||||||||||||||||
Income tax associated with adjustments above (1) | (5) | (5) | (12) | (14) | ||||||||||||||||||||||
| Discrete tax item | — | — | (3) | — | ||||||||||||||||||||||
Adjusted net income (loss) (2) | $ | 10 | $ | 7 | $ | (6) | $ | 2 | ||||||||||||||||||
Adjusted diluted income (loss) per share (2) | $ | 0.06 | $ | 0.04 | $ | (0.04) | $ | 0.01 | ||||||||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Diluted | 171,743 | 169,077 | 169,377 | 169,143 | ||||||||||||||||||||||
(1)The tax impact of non-GAAP adjustments represents the tax benefit (expense) calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net loss. Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied.
(2)See the “Non-GAAP Financial Measures” section of the press release.
RXO 2Q 2026 Earnings Press Release | 10
RXO, Inc.
Calculation of Gross Margin and Gross Margin as a Percentage of Revenue
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (Dollars in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| Truck brokerage | $ | 1,349 | $ | 1,025 | $ | 2,446 | $ | 2,092 | ||||||||||||||||||
Complementary services (1) | 488 | 457 | 876 | 872 | ||||||||||||||||||||||
| Eliminations | (63) | (63) | (123) | (112) | ||||||||||||||||||||||
| Revenue | $ | 1,774 | $ | 1,419 | $ | 3,199 | $ | 2,852 | ||||||||||||||||||
| Cost of transportation and services (exclusive of depreciation and amortization) | ||||||||||||||||||||||||||
| Truck brokerage | $ | 1,205 | $ | 877 | $ | 2,176 | $ | 1,801 | ||||||||||||||||||
Complementary services (1) | 330 | 304 | 590 | 582 | ||||||||||||||||||||||
| Eliminations | (63) | (63) | (123) | (112) | ||||||||||||||||||||||
| Cost of transportation and services (exclusive of depreciation and amortization) | $ | 1,472 | $ | 1,118 | $ | 2,643 | $ | 2,271 | ||||||||||||||||||
| Direct operating expense (exclusive of depreciation and amortization) | ||||||||||||||||||||||||||
| Truck brokerage | $ | — | $ | — | $ | 1 | $ | 1 | ||||||||||||||||||
Complementary services (1) | 53 | 47 | 102 | 94 | ||||||||||||||||||||||
| Direct operating expense (exclusive of depreciation and amortization) | $ | 53 | $ | 47 | $ | 103 | $ | 95 | ||||||||||||||||||
| Direct depreciation and amortization expense | ||||||||||||||||||||||||||
| Truck brokerage | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
Complementary services (1) | 2 | 2 | 4 | 5 | ||||||||||||||||||||||
| Direct depreciation and amortization expense | $ | 2 | $ | 2 | $ | 4 | $ | 5 | ||||||||||||||||||
| Gross margin | ||||||||||||||||||||||||||
| Truck brokerage | $ | 144 | $ | 148 | $ | 269 | $ | 290 | ||||||||||||||||||
Complementary services (1) | 103 | 104 | 180 | 191 | ||||||||||||||||||||||
| Gross margin | $ | 247 | $ | 252 | $ | 449 | $ | 481 | ||||||||||||||||||
| Gross margin as a percentage of revenue | ||||||||||||||||||||||||||
| Truck brokerage | 10.7 | % | 14.4 | % | 11.0 | % | 13.9 | % | ||||||||||||||||||
Complementary services (1) | 21.1 | % | 22.8 | % | 20.5 | % | 21.9 | % | ||||||||||||||||||
| Gross margin as a percentage of revenue | 13.9 | % | 17.8 | % | 14.0 | % | 16.9 | % | ||||||||||||||||||
(1)Complementary services include last mile and managed transportation services.
RXO 2Q 2026 Earnings Press Release | 11
Second Quarter 2026 Results August 6, 2026
2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation. The non-GAAP financial measures in this presentation include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”); adjusted EBITDA margin; bank-adjusted EBITDA; free cash flow and free cash flow as a percentage of adjusted EBITDA (“free cash flow conversion”); adjusted free cash flow and adjusted free cash flow as a percentage of adjusted EBITDA (“adjusted free cash flow conversion”); net debt, gross leverage and net leverage; and adjusted net income (loss) and adjusted diluted income (loss) per share (“adjusted diluted EPS”). We believe that these adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not reflect, or are unrelated to, RXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance. Adjusted EBITDA, adjusted EBITDA margin, bank-adjusted EBITDA, adjusted net income (loss) and adjusted diluted EPS include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments as set forth in the attached tables. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating RXO’s ongoing performance. We believe that adjusted EBITDA, adjusted EBITDA margin and bank-adjusted EBITDA improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments that management has determined do not reflect our core operating activities and thereby assist investors with assessing trends in our underlying business. We believe that adjusted net income (loss) and adjusted diluted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs that management has determined do not reflect our core operating activities, including amortization of acquisition-related intangible assets, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables, and thereby may assist investors with comparisons to prior periods and assessing trends in our underlying business. We believe that free cash flow, free cash flow conversion, adjusted free cash flow and adjusted free cash flow conversion are important measures of our ability to repay maturing debt or fund other uses of capital that we believe will enhance stockholder value, and may assist investors with assessing trends in our underlying business. We calculate free cash flow as net cash provided by operating activities less payment for purchases of property and equipment plus proceeds from sale of property and equipment. We define adjusted free cash flow as free cash flow less cash paid for transaction, integration, restructuring and other costs. We believe that net debt, gross leverage and net leverage are important measures of our overall liquidity position. Net debt is calculated by removing cash and cash equivalents from the principal balance of our total debt. Gross leverage is calculated as the principal balance of our total debt as a ratio of trailing twelve months bank-adjusted EBITDA. Net leverage is calculated as net debt as a ratio of trailing twelve months bank-adjusted EBITDA. With respect to our financial outlook for the third quarter of 2026 adjusted EBITDA, a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from this non-GAAP measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income and statement of cash flows prepared in accordance with GAAP that would be required to produce such a reconciliation. Forward-looking statements This presentation includes forward-looking statements, including statements relating to our outlook, leverage and expectations regarding spot mix and gross profit for Q3. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan,“ "predict," "should," "will," "expect," "project," "forecast," "goal," "outlook," "target,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: competition and pricing pressures; economic conditions generally; fluctuations in fuel prices; increased carrier prices; severe weather, natural disasters, terrorist attacks or similar incidents that cause material disruptions to our operations or the operations of the third-party carriers and independent contractors with which we contract; our dependence on third-party carriers and independent contractors; labor disputes or organizing efforts affecting our workforce and those of our third-party carriers; legal and regulatory challenges to the status of the third-party carriers with which we contract, and their delivery workers, as independent contractors, rather than employees; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of potential cyber-attacks and information technology or data security breaches; our ability to integrate machine learning and artificial intelligence technologies to deliver our services and operate our business; issues related to our intellectual property rights; our ability to access the capital markets and generate sufficient cash flow to satisfy our debt obligations; litigation that may adversely affect our business or reputation; increasingly stringent laws protecting the environment, including transitional risks relating to climate change, that impact our third-party carriers; governmental regulation and political conditions; our ability to attract and retain qualified personnel; our ability to successfully implement our cost and revenue initiatives and other strategies; our ability to successfully manage our growth; our reliance on certain large customers for a significant portion of our revenue; damage to our reputation through unfavorable publicity; our failure to meet performance levels required by our contracts with our customers; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; and the impact of the separation on our businesses, operations and results. All forward-looking statements set forth in this presentation are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this presentation speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.
3 Q2 2026 overview 1 Brokerage TL volume improved every month and grew 2% year-over-year 2 11% sequential increase in TL gross profit per load driven by increased spot mix 3 Strength across Complementary Services, including 3% y/y Last Mile stop growth 4 AI initiatives driving results across all key pillars; scaling agentic solutions 5 Q3 adj. EBITDA outlook of $35M-$45M; Brokerage momentum strengthening
4 $252M $247M Q2 25 Q2 26 Companywide results RXO delivered adjusted EBITDA of $40M Adjusted EBITDA1Gross margin 1 See the “Non-GAAP financial measures” section. $38M $40M Q2 25 Q2 26 2.7% 2.3%17.8% Revenue $1,419M $1,774M Q2 25 Q2 26 13.9%
5 Quarterly performance across key service offerings Q2 revenue by service offering2 73% 19% 8% Truck Brokerage Last Mile Managed Transportation Brokerage • Volume: Up 2% y/y1 – TL: Up 2% y/y, 76% of volume – LTL: Up 3% y/y1, 24% of volume • TL spot mix: 42%, +900 bps q/q and +1,500 bps y/y • Gross margin: 10.7% – TL gross profit per load: +11% q/q Complementary services • Managed Trans. awarded ~$100M of FUM • Last Mile stops up 3% y/y • Gross margin: 21.1% 1 Both periods reflect business that transitioned to Managed Transportation beginning in Q2 ‘26. 2 Excludes impact of eliminations.
6 New technology across key pillars1 Committed to technology and AI investments with strong returns • ~50% increase in agentic phone calls • Enhanced Managed Transportation onboarding tools, reducing customer setup time • ~30% improvement in Managed Transportation workflow automation • Replaced several third-party vendors with proprietary AI-developed software • Delivered thousands of Last Mile shipments ahead of schedule via enhanced optimization models • 5x more spot quote emails processed per day via proprietary AI agent • Expansion in customers, volume, and gross profit via digital quoting channels • Improved AI freight matching model and user experience helped increase digital carrier offers by ~25% Volume & Margin Productivity & Service Artificial Intelligence Transactional automation 1 Comparisons are on a sequential basis.
7 Adjusted EPS bridge Earnings per share Q2-26 Q2-25 GAAP diluted EPS $(0.05) $(0.05) Amortization of intangible assets 0.06 0.07 Transaction, integration, restructuring and other costs 0.08 0.06 Tax associated with adjustments above1 (0.03) (0.04) Adjusted diluted EPS2 $0.06 $0.04 RXO reported Q2 2026 adjusted diluted EPS of $0.06 1 The tax impact of non-GAAP adjustments represents the tax benefit (expense) calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net loss. Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied. 2 See the “Non-GAAP financial measures” section.
8 Capital structure Note: In millions. 1 See the “Non-GAAP financial measures” section. 2 See appendix for leverage calculations. Capital structure Q2 2026 Notes due 2031 $ 400 Finance leases, asset financing, ST debt & other 106 Total debt, principal balance & other $ 506 Less: cash 15 Net debt1 $ 491 Available liquidity $ 350 LTM Leverage1,2 4.2x 4.1x Gross Net Expect LTM leverage ratio to decline significantly by year-end as results improve
9 $7 $(12) $(70) $(3) $40 $(4) $(42) Adj. EBITDA Stock-based … Net CapEx Changes in W/C Cash interest Cash taxes RXO Adj. FCF Adjusted FCF walk Note: In millions. 1 Adjusted EBITDA and adjusted FCF are non-GAAP financial measures. See the “Non-GAAP financial measures” section. 2 Adjusted EBITDA excludes certain NEO spin-related stock-based compensation. 3 Purchases of property & equipment, net of proceeds. Revenue growth drives a corresponding increase in working capital requirements Q2 ‘26 adjusted free cash flow1 1 • Key drivers of Q2 working capital usage: – Revenue growth, driven by a higher freight rate environment and increased volume – Carrier QuickPay increased substantially • Remain confident with long-term conversion of 40%-60% across market cycles Expect strong Q3 adj. FCF conversion
10 45% 21% 6% 12% 1% -13% -21% -26% -21% -18% -14% -10% -4% -1% 3% 4% 3% 1% 1% 8% 19% Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 TL Rev / Ld (% △ y/y) Brokerage TL revenue per load trends Revenue per load increased at fastest rate in 5 years, primarily driven by accretive spot volume 20252021 2023 20242022 1 Includes the impact of Coyote TL revenue per load up 19% y/y1 • Highest growth rate in 5 years • Multiple drivers contributed to improvement – Spot mix increased 900 bps q/q and 1,500 bps y/y – Improved contract rates • July Rev/Ld growth further accelerated: >25% y/y • Excludes the impact of changes in fuel prices and length of haul Note: All periods prior to Q4 2024 exclude the impact of the Coyote Logistics acquisition. 1 Excludes the impact of changes in fuel prices and length of haul. 2026
11 Market conditions and Brokerage margin performance Significant gross profit per load improvement driven by increased spot volume Supply-side market tightening • Truckload market remains tight, driven by regulatory changes and enforcement • Industry KPIs at highest levels in 4 years, despite soft demand Multiple levers helping to drive profitability improvements • Spot TL mix: +900bps q/q • Contract rates resetting higher • Procuring capacity more effectively Expect spot mix and gross profit per load to increase again in Q3
12 Market conditions and gross profit per load trends Structural supply-side changes have significantly tightened the truckload market, despite soft demand Data sources: FreightWaves SONAR and Cass Information Systems.
13 TL volume and gross profit per load trends Note: All periods prior to Q4 2024 exclude the impact of the Coyote Logistics acquisition. TL volume improved every month in Q2 and gross profit per load increased by 11% q/q
14 LTL volume and gross profit per load trends LTL volume growth continued to outperform Note: All periods prior to Q4 2024 exclude the impact of the Coyote Logistics acquisition. All periods reflect business that transitioned to Managed Transportation beginning in Q2 ‘26.
15 Q3 2026 outlook and modeling assumptions • Adjusted EBITDA1: $35M-$45M • Overall Brokerage, TL, and LTL volume: Up low-to-mid single digit % y/y • Brokerage TL gross profit per load: Up q/q Q3 2026 outlook FY 2026 modeling assumptions • Capital expenditures: $50M-$55M • Depreciation: $65M-$70M, Amortization of intangibles: $40M-$45M • Stock-based compensation: $25M-$35M • Restructuring, transaction & integration expenses: $30M-$35M • Net interest expense: $32M-$36M • Cash taxes: $6M-$8M • Fully diluted weighted-average shares outstanding: ~170M 1 See the “Non-GAAP financial measures” section.
16 Balanced capital allocation Internal investments Strong historical return on invested capital Share repurchases Opportunistic M&A Complementary to RXO’s strategy Balanced capital allocation philosophy with a ROIC-based approach $125 million share repurchase program
17 Key investment highlights 1 Large addressable market with secular tailwinds 2 Track record of above-market growth and high profitability 3 Proprietary technology drives productivity, volume and margin expansion 4 Long-term relationships with blue-chip customers 5 Market-leading platform with complementary transportation solutions 6 Tiered approach to sales drives multi-faceted growth opportunities 7 Diverse exposure across attractive end markets 8 Experienced and proven leadership team
18 Appendix
19 Financial reconciliations 1 See the “Non-GAAP financial measures” section. 2 Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue. 3 Twelve months ended June 30, 2026 is calculated as the six months ended June 30, 2026 plus the year ended December 31, 2025 less the six months ended June 30, 2025. Reconciliation of net loss to adjusted EBITDA and adjusted EBITDA margin Twelve Months Ended June 30, Year Ended December 31, (Dollars in millions) 2026 2025 2026 2025 2026 3 2025 Net loss (9)$ (9)$ (45)$ (40)$ (105)$ (100)$ Interest expense, net 9 8 18 17 36 35 Income tax provision (benefit) 1 (1) (12) (9) (18) (15) Depreciation and amortization expense 26 30 52 62 106 116 Transaction and integration costs 4 7 6 13 15 22 Restructuring and other costs 9 3 16 17 38 39 Goodwill impairment - - - - 12 12 Debt extinguishment loss - - 11 - 11 - Adjusted EBITDA 1 40$ 38$ 46$ 60$ 95$ 109$ Revenue 1,774$ 1,419$ 3,199$ 2,852$ 6,089$ 5,742$ Adjusted EBITDA margin 1, 2 2.3% 2.7% 1.4% 2.1% 1.6% 1.9% Three Months Ended June 30, Six Months Ended June 30,
20 Financial reconciliations (cont.) 1 The tax impact of non-GAAP adjustments represents the tax expense calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net loss. Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied. 2 See the "Non-GAAP financial measures" section. (Dollars in millions, shares in thousands, expect per share amounts) 2026 2025 2026 2025 Net loss (9)$ (9)$ (45)$ (40)$ Amortization of intangible assets 11 11 21 26 Transaction and integration costs 4 7 6 13 Restructuring and other costs 9 3 16 17 Debt extinguishment loss - - 11 - Income tax associated with the adjustments above 1 (5) (5) (12) (14) Discrete tax item - - (3) - Adjusted net income (loss) 2 10$ 7$ (6)$ 2$ Adjusted diluted income (loss) per share 2 0.06$ 0.04$ (0.04)$ 0.01$ Weighted-average common shares outstanding Diluted 171,743 169,077 169,377 169,143 Three Months Ended June 30, Six Months Ended June 30, Reconciliation of net loss to adjusted net income (loss) and adjusted diluted income (loss) per share
21 1 See the “Non-GAAP financial measures” section. 2 Includes the cash component of these line items. 3 See Reconciliation of net loss to adjusted EBITDA. 4 Free cash flow conversion from adjusted EBITDA is calculated as free cash flow divided by adjusted EBITDA. 5 Adjusted free cash flow conversion from adjusted EBITDA is calculated as adjusted free cash flow divided by adjusted EBITDA. Financial reconciliations (cont.) (Dollars in millions) 2026 2025 2026 2025 Net cash used in operating activities (40)$ 23$ (47)$ 21$ Payment for purchases of property and equipment (12) (14) (29) (29) Proceeds from sale of property and equipment - 1 - 1 Free cash flow 1 (52)$ 10$ (76)$ (7)$ Transaction and integration costs 2 - 5 1 22 Restructuring and other costs 2 10 7 18 13 Adjusted free cash flow 1 (42)$ 22$ (57)$ 28$ Adjusted EBITDA 1,3 40$ 38$ 46$ 60$ Free cash flow conversion from adjusted EBITDA 1,4 -130.0% 26.3% -165.2% -11.7% Adjusted free cash flow conversion from adjusted EBITDA 1,5 -105.0% 57.9% -123.9% 46.7% Six Months Ended June 30,Three Months Ended June 30, Reconciliation of cash flows from operating activities to free cash flow and adjusted free cash flow
22 Financial reconciliations (cont.) 1 Complementary services include Last Mile and Managed Transportation services. Calculation of gross margin and gross margin as a percentage of revenue (Dollars in millions) 2026 2025 2026 2025 Revenue Truck brokerage 1,349$ 1,025$ 2,446$ 2,092$ Complementary services 1 488 457 876 872 Eliminations (63) (63) (123) (112) Revenue 1,774$ 1,419$ 3,199$ 2,852$ Cost of transportation and services (exclusive of depreciation and amortization) Truck brokerage 1,205$ 877$ 2,176$ 1,801$ Complementary services 1 330 304 590 582 Eliminations (63) (63) (123) (112) Cost of transportation and services (exclusive of depreciation and amortization) 1,472$ 1,118$ 2,643$ 2,271$ Direct operating expense (exclusive of depreciation and amortization) Truck brokerage -$ -$ 1$ 1$ Complementary services 1 53 47 102 94 Direct operating expense (exclusive of depreciation and amortization) 53$ 47$ 103$ 95$ Direct depreciation and amortization Truck brokerage -$ -$ -$ -$ Complementary services 1 2 2 4 5 Direct depreciation and amortization 2$ 2$ 4$ 5$ Gross margin Truck brokerage 144$ 148$ 269$ 290$ Complementary services 1 103 104 180 191 Gross margin 247$ 252$ 449$ 481$ Gross margin as a percentage of revenue Truck brokerage 10.7% 14.4% 11.0% 13.9% Complementary services 1 21.1% 22.8% 20.5% 21.9% Gross margin as a percentage of revenue 13.9% 17.8% 14.0% 16.9% Three Months Ended June 30, Six Months Ended June 30,
23 Financial reconciliations (cont.) 1 See the “Non-GAAP financial measures” section. 2 See reconciliation of net loss to adjusted EBITDA. 3 Represents stock compensation expense included in sales, general and administrative expense. June 30, (Dollars in millions) 2026 Reconciliation of bank-adjusted EBITDA Adjusted EBITDA 1,2 for the twelve months ended June 30, 2026 95$ Adjustments per credit agreement 3 for the twelve months ended June 30, 2026 26 Bank-adjusted EBITDA 121$ Calculation of gross leverage Total debt, principal balance and other 506$ Bank-adjusted EBITDA 121 Gross Leverage 1 4.2x Calculation of net leverage Total debt, principal balance and other, net of cash and cash equivalents 491$ Bank-adjusted EBITDA 121 Net Leverage 1 4.1x Reconciliation of bank-adjusted EBITDA; Calculcation of gross and net leverage
