RXO (NYSE: RXO) launches $400M notes deal to refinance 2027 issue

Rhea-AI Filing Summary

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issued debt securities; if this financing condition is not met by the redemption date, the redemption notice can be rescinded.

Insights

Corporate credit analyst

RXO plans a $400M notes issue to refinance 2027 debt, extending maturities with a conditional full redemption.

RXO is proposing $400 million of senior unsecured notes due 2031, guaranteed by certain domestic subsidiaries. The stated use of proceeds is to repurchase or redeem all outstanding 7.500% Notes due 2027, pay fees and expenses, and support general corporate purposes including debt repayment.

The company has delivered a notice of conditional full redemption of the 2027 Notes effective February 20, 2026, at 101.875% of principal plus accrued interest. This creates a clear path to shift its debt maturity profile from 2027 to 2031, subject to successful execution of the new financing.

The redemption depends on satisfying a financing condition: RXO must receive net proceeds from newly issued debt securities sufficient to redeem the 2027 Notes in full. Actual impact on leverage and interest cost will hinge on final pricing of the 2031 Notes and completion of the offering, as outlined in subsequent disclosures.

0001929561FALSE00019295612026-02-102026-02-10

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): February 10, 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			28277
Charlotte, NC
(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 7.01.    Regulation FD Disclosure.

2031 Notes Offering

On February 10, 2026, RXO, Inc. (the “Company”) announced its intention to offer $400 million aggregate principal amount of senior unsecured notes due 2031 (the “2031 Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “2031 Notes Offering”). The 2031 Notes will initially be guaranteed on a senior unsecured basis by the domestic subsidiaries of the Company that are guarantors under the Company’s asset-based revolving credit facility.

The Company intends to use the net proceeds from the 2031 Notes Offering to repurchase or redeem all of the Company’s outstanding 7.500% Notes due 2027 (the “2027 Notes”), to pay related fees and expenses and for general corporate purposes, which may include repayment of indebtedness.

A copy of the press release announcing the 2031 Notes Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2027 Notes Redemption

On February 10, 2026, the Company further announced that it had issued a notice of conditional full redemption pursuant to the indenture governing the 2027 Notes. The Company intends to redeem, subject to the condition described below, all of its outstanding 2027 Notes on February 20, 2026 (the “Redemption Date”) at a redemption price equal to 101.875% of the principal amount of the 2027 Notes, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date (the “2027 Notes Redemption”). The redemption is conditioned on the Company receiving net proceeds from the offer and sale of newly issued debt securities of the Company in an amount sufficient to redeem in full the 2027 Notes (the “Financing Condition”). If the Financing Condition is not satisfied on or prior to the Redemption Date, the notice of conditional full redemption may be rescinded by the Company and will be of no effect. This Form 8-K does not constitute a notice of redemption of the 2027 Notes.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the 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 in 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 February 10, 2026, issued by RXO, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 10, 2026			RXO, INC.
			By:			/s/ Jeffrey D. Firestone
						Jeffery D. Firestone
						Chief Legal Officer and Corporate Secretary

Exhibit 99.1

RXO Launches $400 Million Senior Notes Offering

CHARLOTTE, N.C. – Feb. 10, 2026 – RXO, Inc. (NYSE: RXO) (the “Company”) today announced it is proposing to issue $400 million aggregate principal amount of senior notes due 2031 (the “2031 Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2031 Notes will initially be guaranteed on a senior unsecured basis by the domestic subsidiaries of the Company that are guarantors under the Company’s asset-based revolving credit facility. The Company intends to use the net proceeds from the offering of the 2031 Notes to repurchase or redeem all of the Company’s outstanding 7.500% Notes due 2027 (the “2027 Notes”), to pay related fees and expenses and for general corporate purposes, which may include repayment of indebtedness.

Additionally, the Company today issued a notice of conditional full redemption for all of the Company’s outstanding 2027 Notes on February 20, 2026 (the “Redemption Date”), at a redemption price of 101.875% of the principal amount thereof, plus accrued and unpaid interest. The redemption of the 2027 Notes is conditioned on the Company receiving net proceeds from the offer and sale of newly issued debt securities of the Company in an amount sufficient to redeem in full the 2027 Notes (the “Financing Condition”). If the Financing Condition is not satisfied on or prior to the Redemption Date, the notice of conditional full redemption may be rescinded by the Company and shall be of no effect.

The 2031 Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. persons in reliance on Regulation S under the Securities Act. The 2031 Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. This press release does not constitute a notice of redemption of the 2027 Notes.

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.

RXO Press Release | 1

Forward-Looking Statements

This release includes forward-looking statements, including statements relating to the terms, timing and completion of the offering and the use of proceeds therefrom. 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. There can be no assurance that the offering will be consummated on the terms described herein or at all. 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 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.

Media Contact

Nina Reinhardt

nina.reinhardt@rxo.com

Investor Contact

Kevin Sterling

kevin.sterling@rxo.com

RXO Press Release | 2

FAQ

What debt offering did RXO (RXO) announce in this 8-K filing?

RXO announced a proposed $400 million senior unsecured notes offering due 2031. The notes will be sold in a private placement to qualified institutional buyers and certain non-U.S. investors, with initial guarantees from domestic subsidiaries that back RXO’s asset-based revolving credit facility.

How does RXO (RXO) plan to use the $400 million 2031 notes proceeds?

RXO plans to use the net proceeds primarily to repurchase or redeem all 7.500% Notes due 2027. Remaining funds will pay related fees and expenses and support general corporate purposes, which may include repayment of other indebtedness according to the disclosure.

What are the terms of RXO’s planned redemption of its 7.500% Notes due 2027?

RXO issued a notice of conditional full redemption for all 2027 Notes on February 20, 2026. The redemption price is 101.875% of principal, plus accrued and unpaid interest to, but not including, the redemption date, subject to a financing condition.

What is the financing condition attached to RXO’s redemption of the 2027 Notes?

The redemption of the 2027 Notes depends on RXO receiving sufficient net proceeds from newly issued debt securities. If this financing condition is not satisfied on or before February 20, 2026, the company may rescind the conditional redemption notice and it will have no effect.

Who can purchase RXO’s new 2031 senior notes under this offering?

The 2031 Notes are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The notes are not registered under the Securities Act and cannot be sold in the United States without an effective registration statement or a valid exemption.

Will RXO’s 2031 senior notes be registered under U.S. securities laws?

No, RXO’s 2031 Notes will not be registered under the Securities Act or state securities laws. They may not be offered or sold in the United States without an effective registration statement, an applicable exemption from registration, or a transaction not subject to registration requirements.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 12.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB