RXO returns to $3M profit on $1.87B Q3 revenue
The proposed stock-and-cash acquisition is expected to close in the first half of 2027, subject to customary closing conditions, including regulatory and shareholder approval.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
RXO, Inc. reported third-quarter 2026 revenue of $1.871 billion, compared with $1.421 billion a year earlier. GAAP net income was $3 million versus a $14 million net loss; adjusted net income was $16 million versus $2 million, and adjusted EBITDA was $51 million versus $32 million. Gross margin was 14.6%, compared with 16.5%.
Brokerage truckload volume increased 3% year over year, while less-than-truckload volume increased 2%. Truckload spot mix was 51%, versus 29% a year earlier and 42% in the second quarter; gross profit per load increased 31% sequentially. Last Mile stops increased 5% year over year, and Managed Transportation was awarded approximately $140 million of freight under management.
RXO entered into a definitive agreement to be acquired by C.H. Robinson in a stock-and-cash transaction with an implied value of $5.8 billion as of the October 5, 2026 announcement. Closing is expected in the first half of 2027, subject to customary closing conditions, including regulatory and shareholder approval.
3 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue reached $1.871 billion, compared with $1.421 billion a year earlier.
- Moderate pointGAAP net income was $3 million, versus a $14 million loss.
- Moderate pointAdjusted EBITDA was $51 million, compared with $32 million.
Negative
- Moderate pointNine-month operating activities used $22 million, versus $44 million provided in 2025.
Filing Explained
The attached unaudited statements provide a balance-sheet and cash-flow snapshot.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revenue: $1.871 billion
GAAP net income: $3 million
Adjusted EBITDA: $51 million
+4 more
7 metrics
Revenue
$1.871 billion
Third quarter 2026; $1.421 billion in third quarter 2025
GAAP net income
$3 million
Third quarter 2026; compared with a $14 million net loss in third quarter 2025
Adjusted EBITDA
$51 million
Third quarter 2026; $32 million in third quarter 2025
Adjusted EBITDA margin
2.7%
Third quarter 2026; 2.3% in third quarter 2025
Gross margin
14.6%
Third quarter 2026; 16.5% in third quarter 2025
Truckload spot mix
51%
Third quarter 2026; 29% in third quarter 2025 and 42% in second quarter 2026
Freight under management awarded
Approximately $140 million
Third quarter 2026
Key Terms
adjusted EBITDA, Adjusted EBITDA margin, truckload spot mix, freight under management, +1 more
5 terms
adjusted EBITDA financial
"adjusted earnings before interest, taxes, depreciation and amortization (“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.
Adjusted EBITDA margin financial
"Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue."
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
truckload spot mix technical
"Truckload spot mix was 51% of volume in the quarter"
The truckload spot mix is the share of full-truckload shipments that are bought on the open, short-term market rather than under long-term contracts. For investors, a higher spot mix signals greater exposure to rapid price swings and capacity shortages — like renting cars day-by-day instead of leasing — which affects revenue predictability, margins and a carrier’s ability to respond to sudden demand changes.
freight under management financial
"approximately $140 million of freight under management"
Freight under management is the total value or volume of a company’s customers’ shipping and logistics transactions that the company oversees or controls on their behalf. Think of it as the amount of ‘shopping cart’ freight spending a logistics provider handles for others; it matters to investors because higher freight under management signals larger scale, steadier fee income potential and greater opportunity to earn margins from managing routes, rates and carriers.
gross profit per load financial
"gross profit per load increased by 31% sequentially"
Gross profit per load measures the money a transportation or logistics business keeps from a single shipment after paying the direct costs tied to moving that load, such as fuel, driver pay, and loading fees. Investors care because it shows how much each trip contributes to profit before overhead and taxes, like seeing the profit from each product sold; rising or falling figures reveal changes in pricing power, cost control, route efficiency, or fleet utilization.
Earnings Snapshot
Revenue: $1.871 billion
Third quarter 2026
Revenue
$1.871 billion
Compared with $1.421 billion in third quarter 2025
GAAP net income
$3 million
Compared with a $14 million net loss in third quarter 2025
Adjusted EBITDA
$51 million
Compared with $32 million in third quarter 2025
Adjusted EBITDA margin
2.7%
Compared with 2.3% in third quarter 2025
Adjusted diluted income per share
$0.09
Compared with $0.01 in third quarter 2025
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were RXO's revenue and net income in the third quarter of 2026?
RXO reported third-quarter 2026 revenue of $1.871 billion and GAAP net income of $3 million. Revenue was $1.421 billion and GAAP net loss was $14 million in the third quarter of 2025.
How much adjusted EBITDA did RXO report for the third quarter of 2026?
RXO's adjusted EBITDA was $51 million in the third quarter of 2026, compared with $32 million a year earlier. Adjusted EBITDA margin was 2.7%, compared with 2.3%.
What are the terms and expected closing date of RXO's acquisition by C.H. Robinson?
RXO entered into a stock-and-cash transaction with an implied value of $5.8 billion as of the October 5, 2026 announcement. Closing is expected in the first half of 2027, subject to customary closing conditions, including regulatory and shareholder approval.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 29, 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 October 29, 2026 , RXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 2.02, including Exhibit 99.1, 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 October 29, 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, 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: | RXO, INC. | ||||||||||
| By: | /s/ James E. Harris | ||||||||||
| James E. Harris | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
RXO Delivers Strong Third-Quarter Results with Profitable Growth and Continued Market Share Gains
•Profit exceeded outlook, primarily driven by continued Brokerage outperformance.
•Brokerage full-truckload volume improved every month and grew by 3% year over year; gross profit per load increased by 31% sequentially, driven by spot mix of 51%.
•Strength across Complementary Services, including 5% year-over-year stop growth in Last Mile and ~$140 million of freight under management awarded to Managed Transportation.
•Announced that C.H. Robinson has agreed to purchase RXO; transaction expected to close in the first half of 2027.
CHARLOTTE, N.C. – October 29, 2026 – RXO (NYSE: RXO) today reported strong third-quarter financial results.
RXO Chairman and CEO Drew Wilkerson said, “We exceeded the high end of our third-quarter profit outlook, demonstrating the momentum we’re building across RXO. We continued to take market share in Brokerage, and achieved a 3 percent increase in truckload volume, outperforming the market. We achieved a 900 basis-point sequential increase in truckload spot mix, which helped drive the best sequential improvement in gross profit per load in more than four years. Complementary Services also contributed to our strong results, with Last Mile stops up 5 percent. Additionally, Managed Transportation was awarded approximately $140 million in freight under management.”
Wilkerson continued, “As we move toward the pending acquisition by C.H. Robinson, our priorities remain unchanged. We’re staying close to our customers, listening to their needs and helping them navigate an evolving freight market. Our team remains focused on delivering the best service, solutions, innovation and relationships in the industry, and we have strong momentum heading into the fourth quarter.”
Companywide Results
RXO’s revenue was $1.9 billion for the third quarter, compared to $1.4 billion in the third quarter of 2025. Gross margin was 14.6%, compared to 16.5% in the third quarter of 2025.
The company reported third-quarter 2026 GAAP net income of $3 million, compared to a net loss of $14 million in the third quarter of 2025. The third-quarter 2026 GAAP net income included $7 million in transaction, integration, restructuring and other costs. Adjusted net income in the quarter was $16 million, compared to adjusted net income of $2 million in the third quarter of 2025.
Adjusted EBITDA was $51 million, compared to $32 million in the third quarter of 2025. Adjusted EBITDA margin was 2.7%, compared to 2.3% in the third quarter of 2025.
GAAP earnings per share were impacted $0.07, net of tax, by transaction, integration, restructuring and other costs, and amortization of intangibles. For the third quarter, RXO reported GAAP diluted earnings per share of $0.02. Adjusted diluted earnings per share was $0.09.
RXO 3Q 2026 Earnings Press Release | 1
Brokerage
Volume in RXO’s Brokerage business increased by 2% year over year in the third quarter. Truckload volume improved every month throughout the quarter and increased by 3%. Less-than-truckload volume increased by 2%.
Truckload spot mix was 51% of volume in the quarter, up from 29% in the third quarter of 2025 and up from 42% in the second quarter of 2026. This helped drive the largest sequential gross profit per load growth rate in more than four years.
Brokerage gross margin was 12.6% in the third quarter.
Complementary Services
Managed Transportation was awarded approximately $140 million of freight under management in the third quarter.
Last Mile stops increased by 5% year over year.
RXO’s complementary services gross margin was 18.7% for the quarter.
C.H. Robinson Transaction
As announced on October 5, 2026, RXO entered into a definitive agreement to be acquired by C.H. Robinson in a stock-and-cash transaction for an implied value of $5.8 billion as of the announcement. The transaction is expected to close in the first half of 2027, subject to customary closing conditions, including regulatory and shareholder approval.
More details and discussion of RXO’s financial performance can be found in the quarterly report on Form 10-Q for the quarter ended September 30, 2026.
Given the proposed transaction with C.H. Robinson, RXO will not be hosting an earnings conference call.
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 3Q 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 and adjusted diluted income 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 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 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.
Forward-looking Statements
This release includes forward-looking statements, including statements relating to the expected timing of the closing of the proposed transaction with C.H. Robinson. 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 3Q 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: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement governing the proposed transaction; the risk that the conditions to the closing of the proposed transaction are not satisfied, including the risk that required approvals of the transaction from the stockholders of RXO or from regulators are not obtained; the risk that the proposed transaction may not be completed on the anticipated terms, in a timely manner or at all; uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; 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 3Q 2026 Earnings Press Release | 4
RXO, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | 1,871 | $ | 1,421 | $ | 5,070 | $ | 4,273 | ||||||||||||||||||
| Cost of transportation and services (exclusive of depreciation and amortization) | 1,538 | 1,137 | 4,181 | 3,408 | ||||||||||||||||||||||
| Direct operating expense (exclusive of depreciation and amortization) | 58 | 48 | 161 | 143 | ||||||||||||||||||||||
| Sales, general and administrative expense | 223 | 208 | 631 | 632 | ||||||||||||||||||||||
| Depreciation and amortization expense | 28 | 26 | 80 | 88 | ||||||||||||||||||||||
| Transaction and integration costs | 1 | 5 | 7 | 18 | ||||||||||||||||||||||
| Restructuring costs | 6 | 4 | 20 | 21 | ||||||||||||||||||||||
| Operating income (loss) | $ | 17 | $ | (7) | $ | (10) | $ | (37) | ||||||||||||||||||
| Other expense (income) | 1 | (1) | 2 | 1 | ||||||||||||||||||||||
| Debt extinguishment loss | — | — | 11 | — | ||||||||||||||||||||||
| Interest expense, net | 10 | 9 | 28 | 26 | ||||||||||||||||||||||
| Income (loss) before income taxes | $ | 6 | $ | (15) | $ | (51) | $ | (64) | ||||||||||||||||||
| Income tax provision (benefit) | 3 | (1) | (9) | (10) | ||||||||||||||||||||||
| Net income (loss) | $ | 3 | $ | (14) | $ | (42) | $ | (54) | ||||||||||||||||||
| Earnings (loss) per share | ||||||||||||||||||||||||||
| Basic | $ | 0.02 | $ | (0.08) | $ | (0.25) | $ | (0.32) | ||||||||||||||||||
| Diluted | $ | 0.02 | $ | (0.08) | $ | (0.25) | $ | (0.32) | ||||||||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Basic | 169,674 | 168,578 | 169,475 | 168,377 | ||||||||||||||||||||||
| Diluted | 172,006 | 168,578 | 169,475 | 168,377 | ||||||||||||||||||||||
RXO 3Q 2026 Earnings Press Release | 5
RXO, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| September 30, | December 31, | |||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2026 | 2025 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | 25 | $ | 17 | ||||||||||
| Accounts receivable, net of $15 and $16 in allowances, respectively | 1,478 | 1,226 | ||||||||||||
| Other current assets | 104 | 74 | ||||||||||||
| Total current assets | 1,607 | 1,317 | ||||||||||||
| Long-term assets | ||||||||||||||
| Property and equipment, net of $429 and $381 in accumulated depreciation, respectively | 124 | 134 | ||||||||||||
| Operating lease assets | 203 | 238 | ||||||||||||
| Goodwill | 1,111 | 1,111 | ||||||||||||
| Identifiable intangible assets, net of $195 and $164 in accumulated amortization, respectively | 422 | 453 | ||||||||||||
| Other long-term assets | 29 | 24 | ||||||||||||
| Total long-term assets | 1,889 | 1,960 | ||||||||||||
| Total assets | $ | 3,496 | $ | 3,277 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | 708 | $ | 539 | ||||||||||
| Accrued expenses | 432 | 397 | ||||||||||||
| Short-term debt and current maturities of long-term debt | 35 | 17 | ||||||||||||
| Short-term operating lease liabilities | 67 | 75 | ||||||||||||
| Other current liabilities | 13 | 10 | ||||||||||||
| Total current liabilities | 1,255 | 1,038 | ||||||||||||
| Long-term liabilities | ||||||||||||||
| Long-term debt and obligations under finance leases | 461 | 387 | ||||||||||||
| Deferred tax liabilities | 38 | 51 | ||||||||||||
| Long-term operating lease liabilities | 164 | 191 | ||||||||||||
| Other long-term liabilities | 62 | 69 | ||||||||||||
| Total long-term liabilities | 725 | 698 | ||||||||||||
| Commitments and Contingencies | ||||||||||||||
| Equity | ||||||||||||||
| Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of September 30, 2026 and December 31, 2025 | — | — | ||||||||||||
| Common stock, $0.01 par value; 300,000 shares authorized; 164,945 and 164,160 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | 2 | 2 | ||||||||||||
| Additional paid-in capital | 1,946 | 1,929 | ||||||||||||
| Accumulated deficit | (426) | (384) | ||||||||||||
| Accumulated other comprehensive loss | (6) | (6) | ||||||||||||
| Total equity | 1,516 | 1,541 | ||||||||||||
| Total liabilities and equity | $ | 3,496 | $ | 3,277 | ||||||||||
RXO 3Q 2026 Earnings Press Release | 6
RXO, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||
| Operating activities | ||||||||||||||
| Net loss | $ | (42) | $ | (54) | ||||||||||
| Adjustments to reconcile net loss to net cash from operating activities | ||||||||||||||
| Depreciation and amortization expense | 80 | 88 | ||||||||||||
| Stock compensation expense | 21 | 22 | ||||||||||||
| Deferred tax benefit | (12) | (15) | ||||||||||||
| Impairment of operating lease assets | 1 | 3 | ||||||||||||
| Debt extinguishment loss | 11 | — | ||||||||||||
| Other | 8 | 7 | ||||||||||||
| Changes in assets and liabilities | ||||||||||||||
| Accounts receivable | (261) | 120 | ||||||||||||
| Other current assets and other long-term assets | (35) | 20 | ||||||||||||
| Accounts payable | 175 | (74) | ||||||||||||
| Accrued expenses, other current liabilities and other long-term liabilities | 32 | (73) | ||||||||||||
| Net cash provided by (used in) operating activities | (22) | 44 | ||||||||||||
| Investing activities | ||||||||||||||
| Payment for purchases of property and equipment | (42) | (43) | ||||||||||||
| Proceeds from sale of property and equipment | — | 1 | ||||||||||||
| Business acquisition, net of cash acquired | — | (10) | ||||||||||||
| Other | — | (4) | ||||||||||||
| Net cash used in investing activities | (42) | (56) | ||||||||||||
| Financing activities | ||||||||||||||
| Proceeds from borrowings on revolving credit facilities | 931 | 471 | ||||||||||||
| Repayment of borrowings on revolving credit facilities | (882) | (438) | ||||||||||||
| Proceeds from issuance of debt | 400 | — | ||||||||||||
| Repurchase of debt | (362) | — | ||||||||||||
| Repayment of debt and finance leases | (2) | (1) | ||||||||||||
| Payment for debt issuance costs | (9) | — | ||||||||||||
| Payment for equity issuance costs | — | (1) | ||||||||||||
| Payment for tax withholdings related to vesting of stock compensation awards | (4) | (20) | ||||||||||||
| Other | — | (10) | ||||||||||||
| Net cash provided by financing activities | 72 | 1 | ||||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | — | 2 | ||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 8 | (9) | ||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 18 | 35 | ||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 26 | $ | 26 | ||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||
| Leased assets obtained in exchange for new operating lease liabilities | $ | 37 | $ | 38 | ||||||||||
| Leased assets obtained in exchange for new finance lease liabilities | 1 | — | ||||||||||||
| Cash paid for income taxes, net | 6 | 6 | ||||||||||||
| Cash paid for interest, net | 14 | 17 | ||||||||||||
| Purchases of property and equipment in accounts payable, accrued expenses and other liabilities | 2 | 12 | ||||||||||||
RXO 3Q 2026 Earnings Press Release | 7
RXO, Inc.
Revenue Disaggregated by Service Offering
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| Truck brokerage | $ | 1,433 | $ | 1,039 | $ | 3,879 | $ | 3,131 | ||||||||||||||||||
| Last mile | 334 | 305 | 943 | 898 | ||||||||||||||||||||||
| Managed transportation | 163 | 137 | 430 | 416 | ||||||||||||||||||||||
| Eliminations | (59) | (60) | (182) | (172) | ||||||||||||||||||||||
| Total | $ | 1,871 | $ | 1,421 | $ | 5,070 | $ | 4,273 | ||||||||||||||||||
RXO 3Q 2026 Earnings Press Release | 8
RXO, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA Margin
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Reconciliation of Net Income (Loss) to Adjusted EBITDA | ||||||||||||||||||||||||||
| Net income (loss) | $ | 3 | $ | (14) | $ | (42) | $ | (54) | ||||||||||||||||||
| Interest expense, net | 10 | 9 | 28 | 26 | ||||||||||||||||||||||
| Income tax provision (benefit) | 3 | (1) | (9) | (10) | ||||||||||||||||||||||
| Depreciation and amortization expense | 28 | 26 | 80 | 88 | ||||||||||||||||||||||
| Transaction and integration costs | 1 | 5 | 7 | 18 | ||||||||||||||||||||||
| Restructuring and other costs | 6 | 7 | 22 | 24 | ||||||||||||||||||||||
| Debt extinguishment loss | — | — | 11 | — | ||||||||||||||||||||||
Adjusted EBITDA (1) | $ | 51 | $ | 32 | $ | 97 | $ | 92 | ||||||||||||||||||
| Revenue | $ | 1,871 | $ | 1,421 | $ | 5,070 | $ | 4,273 | ||||||||||||||||||
Adjusted EBITDA margin (1) (2) | 2.7 | % | 2.3 | % | 1.9 | % | 2.2 | % | ||||||||||||||||||
(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 3Q 2026 Earnings Press Release | 9
RXO, Inc.
Reconciliation of Net Income (Loss) to Adjusted Net Income and Adjusted Diluted Income Per Share
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (Dollars in millions, shares in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Reconciliation of Net Income (Loss) to Adjusted Net Income and Adjusted Diluted Income Per Share | ||||||||||||||||||||||||||
| Net income (loss) | $ | 3 | $ | (14) | $ | (42) | $ | (54) | ||||||||||||||||||
| Amortization of intangible assets | 10 | 10 | 31 | 36 | ||||||||||||||||||||||
| Transaction and integration costs | 1 | 5 | 7 | 18 | ||||||||||||||||||||||
| Restructuring and other costs | 6 | 7 | 22 | 24 | ||||||||||||||||||||||
| Debt extinguishment loss | — | — | 11 | — | ||||||||||||||||||||||
Income tax associated with adjustments above (1) | (4) | (6) | (16) | (20) | ||||||||||||||||||||||
| Discrete tax item | — | — | (3) | — | ||||||||||||||||||||||
Adjusted net income (2) | $ | 16 | $ | 2 | $ | 10 | $ | 4 | ||||||||||||||||||
Adjusted diluted income per share (2) | $ | 0.09 | $ | 0.01 | $ | 0.06 | $ | 0.02 | ||||||||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||||||||||||
| Diluted | 172,006 | 169,265 | 171,142 | 169,185 | ||||||||||||||||||||||
(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 income (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 3Q 2026 Earnings Press Release | 10
RXO, Inc.
Calculation of Gross Margin and Gross Margin as a Percentage of Revenue
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (Dollars in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| Truck brokerage | $ | 1,433 | $ | 1,039 | $ | 3,879 | $ | 3,131 | ||||||||||||||||||
Complementary services (1) | 497 | 442 | 1,373 | 1,314 | ||||||||||||||||||||||
| Eliminations | (59) | (60) | (182) | (172) | ||||||||||||||||||||||
| Revenue | $ | 1,871 | $ | 1,421 | $ | 5,070 | $ | 4,273 | ||||||||||||||||||
| Cost of transportation and services (exclusive of depreciation and amortization) | ||||||||||||||||||||||||||
| Truck brokerage | $ | 1,252 | $ | 899 | $ | 3,428 | $ | 2,700 | ||||||||||||||||||
Complementary services (1) | 345 | 298 | 935 | 880 | ||||||||||||||||||||||
| Eliminations | (59) | (60) | (182) | (172) | ||||||||||||||||||||||
| Cost of transportation and services (exclusive of depreciation and amortization) | $ | 1,538 | $ | 1,137 | $ | 4,181 | $ | 3,408 | ||||||||||||||||||
| Direct operating expense (exclusive of depreciation and amortization) | ||||||||||||||||||||||||||
| Truck brokerage | $ | — | $ | — | $ | 1 | $ | 1 | ||||||||||||||||||
Complementary services (1) | 58 | 48 | 160 | 142 | ||||||||||||||||||||||
| Direct operating expense (exclusive of depreciation and amortization) | $ | 58 | $ | 48 | $ | 161 | $ | 143 | ||||||||||||||||||
| Direct depreciation and amortization expense | ||||||||||||||||||||||||||
| Truck brokerage | $ | 1 | $ | — | $ | 1 | $ | — | ||||||||||||||||||
Complementary services (1) | 1 | 2 | 5 | 7 | ||||||||||||||||||||||
| Direct depreciation and amortization expense | $ | 2 | $ | 2 | $ | 6 | $ | 7 | ||||||||||||||||||
| Gross margin | ||||||||||||||||||||||||||
| Truck brokerage | $ | 180 | $ | 140 | $ | 449 | $ | 430 | ||||||||||||||||||
Complementary services (1) | 93 | 94 | 273 | 285 | ||||||||||||||||||||||
| Gross margin | $ | 273 | $ | 234 | $ | 722 | $ | 715 | ||||||||||||||||||
| Gross margin as a percentage of revenue | ||||||||||||||||||||||||||
| Truck brokerage | 12.6 | % | 13.5 | % | 11.6 | % | 13.7 | % | ||||||||||||||||||
Complementary services (1) | 18.7 | % | 21.3 | % | 19.9 | % | 21.7 | % | ||||||||||||||||||
| Gross margin as a percentage of revenue | 14.6 | % | 16.5 | % | 14.2 | % | 16.7 | % | ||||||||||||||||||
(1)Complementary services include last mile and managed transportation services.
RXO 3Q 2026 Earnings Press Release | 11