RXO (NYSE: RXO) prices $400M 6.375% 2031 notes to address 2027 debt

Rhea-AI Filing Summary

RXO, Inc. has priced an offering of $400 million aggregate principal amount of 6.375% Senior Notes due 2031 at an issue price of 100%. The notes will be guaranteed on a senior unsecured basis by RXO’s domestic subsidiaries that guarantee its asset-based revolving credit facility.

RXO 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 repayment of other indebtedness. The company emphasizes that the transaction is subject to customary risks and that there is no assurance the offering will be completed on the described terms.

Insights

Corporate credit and capital structure analyst

RXO plans to refinance 2027 notes with a new 2031 debt issue.

RXO priced $400 million of 6.375% Senior Notes due 2031, guaranteed by certain domestic subsidiaries that back its asset-based revolving credit facility. The stated intent is to repurchase or redeem its outstanding 7.500% Notes due 2027, extend maturities, and cover fees.

This shift replaces nearer-term debt with longer-dated obligations at a lower coupon rate based on the disclosed percentages. The filing also allows use of proceeds for general corporate purposes, including repayment of other indebtedness, which gives RXO some flexibility in how it ultimately deploys the capital.

The transaction’s actual impact depends on successful completion of the offering and execution of the planned repurchase or redemption of the 2027 notes. Subsequent company filings may detail final amounts refinanced, remaining debt mix, and any changes in guarantee structure.

0001929561FALSE00019295612026-02-112026-02-11

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 11, 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.

On February 11, 2026, RXO, Inc. (the “Company”) announced that the Company priced $400 million aggregate principal amount of 6.375% Senior Notes due 2031 (the “2031 Notes”) at an issue price of 100.00%.

The Company issued a press release in connection with the pricing of the offering, a copy of which is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

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 11, 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 11, 2026			RXO, INC.
			By:			/s/ Jeffrey D. Firestone
						Jeffrey D. Firestone
						Chief Legal Officer and Corporate Secretary

Exhibit 99.1

RXO Prices $400 Million Senior Notes Offering

CHARLOTTE, N.C. – Feb. 11, 2026 – RXO, Inc. (NYSE: RXO) (the “Company”) today announced that it has priced its offering of $400 million aggregate principal amount of 6.375% Senior Notes due 2031 (the “2031 Notes”). 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, to pay related fees and expenses and for general corporate purposes, which may include repayment of indebtedness.

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 news 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.

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.

RXO Press Release | 1

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?

RXO announced it priced an offering of $400 million aggregate principal amount of 6.375% Senior Notes due 2031. The notes are being issued at an issue price of 100.00% and will be guaranteed by certain domestic subsidiaries that support RXO’s asset-based revolving credit facility.

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

RXO intends to use the net proceeds from the 6.375% Senior Notes due 2031 to repurchase or redeem all of its outstanding 7.500% Notes due 2027, to pay related fees and expenses, and for general corporate purposes, which may include repayment of other indebtedness.

What are the key terms of RXO’s (RXO) new 6.375% Senior Notes due 2031?

The new RXO notes have an aggregate principal amount of $400 million, a 6.375% interest rate, and mature in 2031. They are being issued at 100.00% of principal and will initially be guaranteed on a senior unsecured basis by RXO’s domestic subsidiaries that guarantee its asset-based revolving credit facility.

How will the new RXO (RXO) 2031 Notes affect its existing 2027 notes?

RXO states it intends to use the net proceeds from the 2031 Notes to repurchase or redeem all outstanding 7.500% Notes due 2027. The press release clarifies that this news release does not itself constitute a notice of redemption for the 2027 Notes.

Are RXO’s (RXO) new 2031 Senior Notes guaranteed by subsidiaries?

Yes. RXO discloses that the 6.375% Senior Notes due 2031 will initially be guaranteed on a senior unsecured basis by the domestic subsidiaries that are guarantors under RXO’s asset-based revolving credit facility. These subsidiary guarantees enhance creditor claims relative to unsecured obligations without such guarantees.

Does RXO’s (RXO) press release constitute an offer to sell the 2031 Notes?

No. RXO explicitly states the press release is not an offer to sell or a solicitation of an offer to buy the 2031 Notes. It adds that there will be no sale of these securities where such actions would be unlawful without proper registration or qualification under applicable securities laws.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 11.1 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