RXO (NYSE: RXO) widens Q4 2025 loss and replaces revolver with $450M ABL

Rhea-AI Filing Summary

RXO, Inc. entered a new five-year, asset-based revolving credit facility of up to $450 million, secured by substantially all personal and intangible assets, replacing its prior unsecured revolving facility that had total commitments of $600 million, which was terminated on the closing date.

For the fourth quarter of 2025, RXO generated $1.47 billion in revenue, down from $1.67 billion a year earlier, and reported a GAAP net loss of $46 million, or $(0.27) per diluted share. Adjusted net loss was $11 million, or $(0.07) per diluted share, and adjusted EBITDA was $17 million, with a 1.2% adjusted EBITDA margin.

Truck brokerage revenue was $1.09 billion and complementary services revenue was $431 million, with companywide gross margin of 14.8%. Management highlighted a significantly tighter full‑truckload market that pressured brokerage gross margins, but noted more than 50% year‑over‑year growth in the late‑stage brokerage pipeline, over $200 million of new managed transportation freight under management, and ongoing investment in AI‑driven technology.

Positive

• None.

Negative

• Margins and earnings deteriorated materially: Q4 2025 revenue declined to $1.47 billion from $1.67 billion, gross margin fell to 14.8% from 15.5%, adjusted EBITDA dropped to $17 million from $42 million, and results swung from adjusted net income of $10 million to an adjusted net loss of $11 million.

Insights

Equity research analyst

RXO posts weaker Q4 results, refinances liquidity with new $450M ABL.

RXO’s Q4 2025 revenue declined to $1.47B from $1.67B, with gross margin compressing to 14.8%. GAAP net loss widened to $46M, and adjusted EBITDA fell to $17M, indicating meaningful margin pressure in a soft freight demand environment.

Management attributes the margin squeeze mainly to a significantly tighter full‑truckload market, where buy rates rose faster than selling prices. Brokerage gross margin was 11.9%, and adjusted diluted EPS moved to a loss of $(0.07), underscoring near‑term earnings headwinds despite cost actions.

The new $450M asset‑based facility replaces a larger unsecured revolver but is fully committed and secured by receivables and other assets, with a fixed charge covenant the company currently passes. RXO guides Q1 2026 adjusted EBITDA to $5M–$12M, suggesting continued but narrowing profitability pressure as the freight cycle evolves.

0001929561FALSE00019295612026-02-052026-02-05

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 5, 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 1.01.    Entry Into a Material Definitive Agreement.

On February 5, 2026 (the “Closing Date”), RXO, Inc., a Delaware corporation (the “Company”), RXO Capacity Solutions Inc., an Ontario corporation (“RXO Capacity Solutions”), RXO Last Mile Canada Inc., a corporation organized under the federal laws of Canada (“RXO Last Mile Canada” and, together with the Company and RXO Capacity Solutions, the “Borrowers”), entered into that certain Asset-Based Revolving Credit Agreement (the “Credit Agreement”), by and among the Borrowers, certain of the Company’s direct and indirect subsidiaries as guarantors thereunder (the “Guarantors”), Bank of America, N.A., as administrative agent for the Lenders (defined below) and as collateral agent for the secured parties thereto (in such capacity, the “Agent”) and the lenders from time to time party thereto (the “Lenders”).

The Credit Agreement provides for an asset-based five-year revolving credit facility (the “ABL Facility”) in an amount of up to $450 million. The Borrowers may, at their option, and subject to customary conditions, request an increase in the revolving commitment by up to the greater of $200 million and the amount, if positive, by which the borrowing base in effect at such time exceeds the aggregate commitments of the Lenders (not to exceed 5% of the aggregate amount of the commitments of the Lenders at such time) by notice to the Agent. A portion of the ABL Facility not in excess of $100 million is available for the issuance of letters of credit in U.S. dollars to the Company by Bank of America, N.A. or certain other financial institutions. The Agent, in its sole discretion, may create swing line loans (the “Swing Line Loans”) by advancing to the Borrowers, on behalf of the Lenders, floating rate revolving loans requested by Borrowers. Any such Swing Line Loans will reduce availability under the ABL Facility on a dollar-for-dollar basis.

The proceeds of the ABL Facility will be used to refinance the Company’s indebtedness under the Revolving Credit Agreement, dated as of October 18, 2022, by and among the Company, the guarantors party thereto and the lenders party thereto (as amended, the “Prior Credit Agreement”). The Prior Credit Agreement provided for a $500 million five-year cash flow revolving credit facility, which was increased to $600 million in total commitments on November 2, 2023 (as amended, the “Prior Credit Facility”). The Prior Credit Agreement and the Prior Credit Facility were terminated on the Closing Date.

The ABL Facility is secured by a first priority perfected security interest (subject to customary exceptions) in all assets of the Company and each Guarantor, whether consisting of personal, tangible or intangible property; provided that all interests in fee-owned real property and all leasehold interests in real property are excluded. Each Borrower and Guarantor has unconditionally guaranteed all of the indebtedness, obligations and liabilities of the Borrowers arising under the ABL Facility.

Amounts available to be drawn from time to time under the ABL Facility are determined by calculating the applicable borrowing base, which is based upon applicable percentages of the values of eligible investment grade accounts receivable, eligible non-investment grade accounts receivable, eligible unbilled accounts receivable, eligible liquid assets, less reserves as determined by the Agent, all as specified in the Credit Agreement. Outstanding amounts under the Credit Agreement bear interest at a rate per annum equal to, at the applicable Borrower’s election: (i) a base rate (“BR”) plus an applicable margin or (ii) an adjusted term SOFR rate plus an applicable margin. All Swing Line loans bear interest at a rate per annum equal to the BR plus the applicable margin under the Credit Agreement.

Subject to customary exceptions and restrictions, the Company may voluntarily prepay outstanding amounts under the ABL Facility at any time without premium or penalty. Any voluntary prepayments made will not reduce commitments under the ABL Facility. The Credit Agreement contains mandatory prepayment provisions which require prepayment of amounts outstanding under the ABL Facility when there is an availability shortfall.

The Credit Agreement contains customary representations and warranties, events of default and financial, affirmative and negative covenants for facilities of this type, including but not limited to financial covenants relating to a fixed charge coverage ratio, and restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, specified agreements, restricted payments and prepayment of certain indebtedness.

The above description of the Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02.    Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 2.02.    Results of Operations and Financial Condition.

On February 6, 2026, the Company issued a press release announcing its results of operations for the fiscal quarter and year ended December 31, 2025 and the entry into the ABL Facility. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 7.01.    Regulation FD Disclosure.

On February 6, 2026, the Company released a slide presentation related to its results of operations for the fiscal quarter and year ended December 31, 2025. 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2025 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
10.1						Asset-Based Revolving Credit Agreement, dated as of February 5, 2026, by and among RXO, Inc., RXO Capacity Solutions Inc., RXO Last Mile Canada Inc., the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent.*
99.1						Press Release, dated February 6, 2026, issued by RXO, Inc.
99.2						Investor Presentation, dated February 6, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. RXO agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.

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: February 6, 2026			RXO, INC.
			By:			/s/ James E. Harris
						James E. Harris
						Chief Financial Officer

Exhibit 99.1

RXO Announces Fourth-Quarter Results

•Full-truckload market tightened significantly, squeezing Brokerage gross margin

•Brokerage late-stage pipeline increased by more than 50% year-over-year

•Managed Transportation awarded more than $200 million of freight under management in the quarter

•Finalized $450 million asset-based lending facility, which provides more flexibility through all market cycles

CHARLOTTE, N.C. — February 6, 2026 — RXO (NYSE: RXO) today reported its fourth-quarter financial results.

RXO Chairman and CEO Drew Wilkerson said, “In the fourth quarter, tightening in the freight market accelerated, driven by continued reductions in truckload capacity. This impacted our buy rates and squeezed our Brokerage gross margin. While demand remained soft, we have significant sales momentum. The Brokerage late-stage pipeline for new business grew by more than 50% year-over-year, and our Managed Transportation business was awarded more than $200 million of freight under management in the fourth quarter.”

Wilkerson continued, “We remain focused on profitable growth and long-term performance. Our larger scale, asset-light model and improving cost structure drive strong cash flow. Furthermore, our technology continues to advance through transformational AI, and our new $450 million lending facility ensures we’ll have flexibility across all market cycles. RXO is well positioned for the long term.”

Companywide Results

RXO’s revenue was $1.5 billion for the fourth quarter, compared to $1.7 billion in the fourth quarter of 2024. Gross margin was 14.8%, compared to 15.5% in the fourth quarter of 2024.

The company reported a fourth-quarter 2025 GAAP net loss of $46 million, compared to a net loss of $25 million in the fourth quarter of 2024. For the fourth quarter, RXO reported a GAAP diluted loss per share of $0.27.

The fourth-quarter 2025 GAAP net loss included $31 million in transaction, integration, restructuring and other costs, part of which was a $12 million goodwill impairment related to the restructuring of our ground and air express service offering within our Managed Transportation business. These, including amortization of intangibles, impacted GAAP earnings per share by $0.20, net of tax. Adjusted net loss in the quarter was $11 million, compared to adjusted net income of $10 million in the fourth quarter of 2024. Adjusted diluted loss per share was $0.07.

Adjusted EBITDA was $17 million, compared to $42 million in the fourth quarter of 2024. Adjusted EBITDA margin was 1.2%, compared to 2.5% in the fourth quarter of 2024.

RXO 4Q 2025 Earnings Press Release | 1

Brokerage

Volume in RXO’s Brokerage business declined by 4% year over year in the fourth quarter. Less-than-truckload volume increased by 31% but was offset by a 12% decline in full truckload volume.

Brokerage gross margin was 11.9% in the fourth quarter.

Complementary Services

Managed Transportation was awarded more than $200 million of freight under management in the quarter and increased the synergy loads provided to Brokerage.

Last Mile stops grew by 3% year-over-year.

RXO’s complementary services gross margin was 20.2% for the quarter.

New ABL Facility Replaces Revolving Credit Facility

The company finalized a $450 million asset-based revolving credit facility in the first quarter of 2026. The ABL facility replaces RXO’s previous $600 million unsecured revolving credit facility and provides more flexibility through all market cycles.

First-Quarter 2026 Outlook

RXO expects first-quarter 2026 adjusted EBITDA to be between $5 million and $12 million.

In Brokerage, the company expects overall volume to decline by 5% to 10% year-over-year and gross margin to be between 11% and 13% in the first quarter.

Conference Call

The company will hold a conference call and webcast on Friday, February 6th at 8 a.m. Eastern Standard Time. Participants can call in toll-free (from U.S./Canada) at 1-800-549-8228; international callers dial +1-289-819-1520. The conference ID is 22992.

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 conference call will be available through February 13, 2026, by calling toll-free (from U.S./Canada) 1-888-660-6264; international callers dial +1-289-819-1325. Use the passcode 22992#. Additionally, the call will be archived on http://investors.rxo.com.

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 4Q 2025 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 first 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 our outlook. 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

RXO 4Q 2025 Earnings Press Release | 3

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 effect of the completion of the transaction to acquire Coyote Logistics on the parties' business relationships and business generally; 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; 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 4Q 2025 Earnings Press Release | 4

RXO, Inc.

Consolidated Statements of Operations

(Unaudited)

						Three Months Ended December 31,												Years Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)						2025						2024						2025						2024
Revenue						$	1,469					$	1,667					$	5,742					$	4,550
Cost of transportation and services (exclusive of depreciation and amortization)						1,203						1,357						4,611						3,565
Direct operating expense (exclusive of depreciation and amortization)						47						50						190						202
Sales, general and administrative expense						200						218						832						666
Depreciation and amortization expense						28						33						116						87
Transaction and integration costs						4						15						22						53
Restructuring costs						17						18						38						33
Goodwill impairment						12						—						12						—
Operating loss						(42)						(24)						(79)						(56)
Other expense						—						1						1						218
Interest expense, net						9						8						35						30
Loss before income taxes						(51)						(33)						(115)						(304)
Income tax benefit						(5)						(8)						(15)						(14)
Net loss						$	(46)					$	(25)					$	(100)					$	(290)
Loss per share
Basic						$	(0.27)					$	(0.15)					$	(0.59)					$	(2.17)
Diluted						$	(0.27)					$	(0.15)					$	(0.59)					$	(2.17)
Weighted-average common shares outstanding
Basic						168,715						164,407						168,462						133,412
Diluted						168,715						164,407						168,462						133,412

RXO 4Q 2025 Earnings Press Release | 5

RXO, Inc.

Consolidated Balance Sheets

(Unaudited)

						December 31,
(Dollars in millions, shares in thousands, except per share amounts)						2025						2024
ASSETS
Current assets
Cash and cash equivalents						$	17					$	35
Accounts receivable, net of $16 and $13 in allowances, respectively						1,226						1,227
Other current assets						74						77
Total current assets						1,317						1,339
Long-term assets
Property and equipment, net of $381 and $317 in accumulated depreciation, respectively						134						135
Operating lease assets						238						276
Goodwill						1,111						1,123
Identifiable intangible assets, net of $164 and $146 in accumulated amortization, respectively						453						499
Other long-term assets						24						42
Total long-term assets						1,960						2,075
Total assets						$	3,277					$	3,414
LIABILITIES AND EQUITY
Current liabilities
Accounts payable						$	539					$	568
Accrued expenses						397						373
Short-term debt and current maturities of long-term debt						17						17
Short-term operating lease liabilities						75						81
Other current liabilities						10						26
Total current liabilities						1,038						1,065
Long-term liabilities
Long-term debt and obligations under finance leases						387						351
Deferred tax liabilities						51						88
Long-term operating lease liabilities						191						215
Other long-term liabilities						69						83
Total long-term liabilities						698						737
Commitments and Contingencies
Equity
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and 2024						—						—
Common stock, $0.01 par value; 300,000 shares authorized; 164,160 and 162,517 shares issued and outstanding as of December 31, 2025 and 2024, respectively						2						2
Additional paid-in capital						1,929						1,904
Accumulated deficit						(384)						(284)
Accumulated other comprehensive loss						(6)						(10)
Total equity						1,541						1,612
Total liabilities and equity						$	3,277					$	3,414

RXO 4Q 2025 Earnings Press Release | 6

RXO, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

						Years Ended December 31,
(In millions)						2025						2024
Operating activities
Net loss						$	(100)					$	(290)
Adjustments to reconcile net loss to net cash from operating activities
Depreciation and amortization expense						116						87
Stock compensation expense						29						23
Deferred tax benefit						(21)						(19)
Deemed non-pro rata distribution						—						216
Impairment of operating lease assets						4						13
Goodwill impairment						12						—
Other						11						7
Changes in assets and liabilities
Accounts receivable						(5)						(109)
Other current assets and other long-term assets						19						8
Accounts payable						(16)						(65)
Accrued expenses, other current liabilities and other long-term liabilities						2						117
Net cash provided by (used in) operating activities						51						(12)
Investing activities
Payment for purchases of property and equipment						(59)						(45)
Business acquisition, net of cash acquired						(10)						(1,019)
Proceeds from sale of property and equipment						2						—
Other						(4)						—
Net cash used in investing activities						(71)						(1,064)
Financing activities
Proceeds from borrowings on revolving credit facilities						566						238
Repayment of borrowings on revolving credit facilities						(533)						(226)
Proceeds from issuance of common stock and pre-funded warrants						—						1,125
Payment for equity issuance costs						(1)						(30)
Repayment of debt and finance leases						(2)						(3)
Payment for debt issuance costs						—						(3)
Payment for tax withholdings related to vesting of stock compensation awards						(19)						(4)
Other						(10)						11
Net cash provided by financing activities						1						1,108
Effect of exchange rates on cash, cash equivalents and restricted cash						2						(2)
Net increase (decrease) in cash, cash equivalents and restricted cash						(17)						30
Cash, cash equivalents and restricted cash, beginning of period						35						5
Cash, cash equivalents and restricted cash, end of period						$	18					$	35
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net						7						4
Cash paid for interest, net						32						27
Purchases of property and equipment in accounts payable, accrued expenses and other liabilities						11						3
Accrued tax withholdings related to vesting of stock compensation awards						—						15

RXO 4Q 2025 Earnings Press Release | 7

RXO, Inc.

Revenue Disaggregated by Service Offering

(Unaudited)

						Three Months Ended December 31,												Years Ended December 31,
(In millions)						2025						2024						2025						2024
Revenue
Truck brokerage						$	1,094					$	1,267					$	4,225					$	3,029
Last mile						298						290						1,196						1,055
Managed transportation						133						141						549						600
Eliminations						(56)						(31)						(228)						(134)
Total						$	1,469					$	1,667					$	5,742					$	4,550

RXO 4Q 2025 Earnings Press Release | 8

RXO, Inc.

Reconciliation of Net Loss to Adjusted EBITDA and Adjusted EBITDA Margin

(Unaudited)

						Three Months Ended December 31,												Years Ended December 31,
(In millions)						2025						2024						2025						2024
Reconciliation of Net Loss to Adjusted EBITDA
Net loss						$	(46)					$	(25)					$	(100)					$	(290)
Interest expense, net						9						8						35						30
Income tax benefit						(5)						(8)						(15)						(14)
Depreciation and amortization expense						28						33						116						87
Transaction and integration costs						4						15						22						53
Restructuring and other costs (1)						15						19						39						252
Goodwill impairment						12						—						12						—
Adjusted EBITDA (2)						$	17					$	42					$	109					$	118
Revenue						$	1,469					$	1,667					$	5,742					$	4,550
Adjusted EBITDA margin (2) (3)						1.2		%				2.5		%				1.9		%				2.6		%

(1)Other for the year ended December 31, 2024 reflects a one-time charge of $216 million representing a deemed non-pro rata distribution in connection with the private placement common stock issuance completed in August 2024.

(2)See the “Non-GAAP Financial Measures” section of the press release.

(3)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.

RXO 4Q 2025 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 December 31,												Years Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)						2025						2024						2025						2024
Reconciliation of Net Loss to Adjusted Net Income (Loss) and Adjusted Diluted Income (Loss) Per Share
Net loss						$	(46)					$	(25)					$	(100)					$	(290)
Amortization of intangible assets						11						17						47						28
Transaction and integration costs						4						15						22						53
Restructuring and other costs (1)						15						19						39						252
Goodwill impairment						12						—						12						—
Income tax associated with adjustments above (2)						(7)						(16)						(27)						(26)
Adjusted net income (loss) (3)						$	(11)					$	10					$	(7)					$	17
Adjusted diluted income (loss) per share (3)						$	(0.07)					$	0.06					$	(0.04)					$	0.12
Weighted-average shares outstanding
Diluted						168,715						169,885						168,462						136,684

(1)Other for the year ended December 31, 2024 reflects a one-time charge of $216 million representing a deemed non-pro rata distribution in connection with the private placement common stock issuance completed in August 2024.

(2)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.

(3)See the “Non-GAAP Financial Measures” section of the press release.

RXO 4Q 2025 Earnings Press Release | 10

RXO, Inc.

Calculation of Gross Margin and Gross Margin as a Percentage of Revenue

(Unaudited)

						Three Months Ended December 31,												Years Ended December 31,
(Dollars in millions)						2025						2024						2025						2024
Revenue
Truck brokerage						$	1,094					$	1,267					$	4,225					$	3,029
Complementary services (1)						431						431						1,745						1,655
Eliminations						(56)						(31)						(228)						(134)
Revenue						$	1,469					$	1,667					$	5,742					$	4,550
Cost of transportation and services (exclusive of depreciation and amortization)
Truck brokerage						$	962					$	1,100					$	3,662					$	2,610
Complementary services (1)						297						288						1,177						1,089
Eliminations						(56)						(31)						(228)						(134)
Cost of transportation and services (exclusive of depreciation and amortization)						$	1,203					$	1,357					$	4,611					$	3,565
Direct operating expense (exclusive of depreciation and amortization)
Truck brokerage						$	1					$	—					$	2					$	1
Complementary services (1)						46						50						188						201
Direct operating expense (exclusive of depreciation and amortization)						$	47					$	50					$	190					$	202
Direct depreciation and amortization expense
Truck brokerage						$	1					$	—					$	1					$	1
Complementary services (1)						1						2						8						8
Direct depreciation and amortization expense						$	2					$	2					$	9					$	9
Gross margin
Truck brokerage						$	130					$	167					$	560					$	417
Complementary services (1)						87						91						372						357
Gross margin						$	217					$	258					$	932					$	774
Gross margin as a percentage of revenue
Truck brokerage						11.9		%				13.2		%				13.3		%				13.8		%
Complementary services (1)						20.2		%				21.1		%				21.3		%				21.6		%
Gross margin as a percentage of revenue						14.8		%				15.5		%				16.2		%				17.0		%

(1)Complementary services include last mile and managed transportation services.

RXO 4Q 2025 Earnings Press Release | 11

Fourth Quarter 2025 Results February 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 (“EBITDA margin”); 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 first 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 and 2026 assumptions. 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: the effect of the completion of the transaction to acquire Coyote Logistics on the parties’ business relationships and business generally; 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; governmental regulation and political conditions; 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; 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; 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 Q4 2025 overview 1 Full-truckload market tightened significantly, squeezing Brokerage gross margin 2 Brokerage late-stage pipeline increased by more than 50% year-over-year 3 Managed Transportation awarded >$200M of freight under management 4 Continued investment in transformational AI capabilities 5 Finalized new ABL facility, increasing flexibility

4 $258M $217M Q4 24 Q4 25 Companywide results RXO reported adjusted EBITDA of $17M Adjusted EBITDA1Gross margin 1 See the “Non-GAAP financial measures” section. $42M $17M Q4 24 Q4 25 2.5% 1.2%15.5% Revenue $1,667M $1,469M Q4 24 Q4 25 14.8%

5 Quarterly performance across key service offerings Q4 revenue by service offering 72% 20% 9% Truck Brokerage Last Mile Managed Transportation Excludes impact of eliminations. Numbers may not add up to 100% due to rounding. Brokerage • Volume: Down 4% y/y – LTL: Up 31% y/y, 26% of volume – TL: Down 12% y/y, 74% of volume • TL volume mix: 72% contract, 28% spot • Gross margin: 11.9% • Productivity gains: +19%1 Complementary services • Managed Trans. awarded >$200M of FUM • Managed Trans. synergy loads increased y/y • Last Mile stop growth of 3% y/y • Gross margin: 20.2% 1 As measured by loads per person per day over the last twelve months. Brokerage headcount defined as customer and carrier representatives.

6 New technology across four key pillars • Introduced a new proprietary AI spot quote agent • Enhanced tender decision automation and intelligence • Implemented additional capabilities to support Intermodal shipping • Expanded pricing tooling with enhanced forecast and bid management automation • Deployed side-by-side contract pricing model views for improved decision making • Launched capacity agent to systematically capture new coverage options • Released unified freight matching and carrier recommendation AI tool • Introduced agentic capacity sourcing and cargo security workflows • Increased transactions automated via robotic process automation • Automated thousands of tracking updates via emerging agentic tooling • Delivered generative AI assistant to support customer sales and operations • Rolled out dock scheduling capabilities on RXO Connect 1 Volume Committed to technology and AI investments with a strong ROIC 2 Margin 3 Productivity 4 Service Artificial Intelligence Transactional automation

7 24% increase in digital bids per carrier with new AI-based load recommendation in RXO Connect Deployed agentic AI to enhance theft-prevention processes in high-risk cargo areas Thousands of customer tracking updates provided by leveraging agentic AI RXO will lead the next decade of freight by arming expert people with best-in-class intelligence to solve problems before they happen, delivering a level of speed and flexibility that makes the old way of working unimaginable.

8 Adjusted EPS bridge Earnings per share Q4-25 Q4-24 GAAP diluted EPS $(0.27) $(0.15) Amortization of intangible assets 0.07 0.10 Transaction, integration and restructuring costs 0.11 0.20 Goodwill impairment1 0.07 - Income tax associated with adjustments above2 (0.05) (0.09) Adjusted diluted EPS3 $(0.07) $0.06 RXO reported Q4 2025 adjusted diluted EPS of $(0.07) 1 Goodwill impairment associated with restructuring of express servicing offering within Managed Transportation business. 2 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. 3 See the “Non-GAAP financial measures” section.

9 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. Remain confident with long-term conversion of 40%-60% across market cycles 1 • Solid FY’25 adj. conversion of 43% - driven by disciplined strategic capital deployment and favorable working capital − CapEx of $57M, below $65M-$75M outlook − Harmonized working capital processes across the organization • Q4 ending cash balance of $17M

10 Q4 capital structure snapshot Capital structure Q4 2025 Notes due 2027 $ 355 Finance leases, asset financing, ST debt & other 62 Total debt, principal balance & other $ 417 Less: cash 17 Net debt 1 $ 400 Note: In millions. 1 See the “Non-GAAP financial measures” section. 2 See appendix for leverage calculations. LTM Leverage1,2 3.1x 3.0x Gross Net LTM leverage moved higher as profitability impacted by Brokerage gross margin squeeze

11 Highlights of new asset-based lending facility Q4’25 w/revolver Adj. Q4’25 w/ABL Cash balance $ 17 $ - $ 17 Existing revolver ($600M capacity) 35 (35) - New ABL ($450M capacity) - 35 35 7.5% notes & other 382 - 382 Total Debt $ 417 $ 417 New ABL facility provides more flexibility through all market cycles ABL transaction highlights • Replaces existing revolver • $450M of fully-committed capacity w/$200M accordion Key benefits of new ABL • 100% access to facility • Pricing improves by ~35bps • Fixed Charge covenant replaces all previous covenants − Q4’25 LTM: 2.0x vs. covenant: >1.0x − Impacts pricing, with minimal borrowing restrictions

12 Brokerage TL revenue per load trends Revenue per load growth remains muted given soft freight market conditions TL revenue per load up 1% y/y • Muted revenue per load growth – Weak demand environment – Limited accretive spot opportunities • Cost of Purchased Transportation increasing at a faster rate than revenue per load 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. 1

13 Current market conditions and Brokerage margin performance Supply-side market tightening • TL market tightened significantly, driven by continued capacity exits • Industry KPIs at highest levels for 2025 in Dec. despite soft demand Drivers of quarterly gross margin • Brokerage gross margin squeeze intensified at end of quarter − Buy-side: Industry linehaul rates increased by ~15% m/m in Dec. − Sell-side: Limited accretive opportunities given weak demand • Working closely with customers to optimize service, volume and price Capacity exits are squeezing TL brokerage gross margin Sustained exits set up for a sharper inflection when demand recovers

14 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 increased sequentially; capacity squeeze resulted in gross profit per load decline

15 LTL volume and gross profit per load trends LTL volume growth continued to outperform and gross profit per load increased sequentially Note: All periods prior to Q4 2024 exclude the impact of the Coyote Logistics acquisition.

16 Q1 2026 outlook and modeling assumptions • Adjusted EBITDA1 : $5M-$12M • Brokerage y/y volume : Down 5%-10% • Brokerage gross margin: 11%-13% Q1 2026 outlook FY 2026 modeling assumptions • Capital expenditures: $50M-$55M • Depreciation: $65M-$75M, Amortization of intangibles: $40M-$45M • Stock-based compensation: $25M-$35M • Restructuring, transaction & integration expenses: $25M-$30M • Net interest expense: $32M-$36M • Cash taxes: $6M-$8M • Fully diluted weighted-average shares outstanding: ~170M 1 See the “Non-GAAP financial measures” section.

17 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

18 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

19 Appendix

20 Financial reconciliations 1 See the “Non-GAAP financial measures” section. 2 Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue. Reconciliation of net loss to adjusted EBITDA and adjusted EBITDA margin (Dollars in millions) 2025 2024 2025 2024 Net loss (46)$ (25)$ (100)$ (290)$ Interest expense, net 9 8 35 30 Income tax benefit (5) (8) (15) (14) Depreciation and amortization expense 28 33 116 87 Transaction and integration costs 4 15 22 53 Restructuring and other costs 15 19 39 252 Goodwill impairment 12 - 12 - Adjusted EBITDA 1 17$ 42$ 109$ 118$ Revenue 1,469$ 1,667$ 5,742$ 4,550$ Adjusted EBITDA margin 1, 2 1.2% 2.5% 1.9% 2.6% Three Months Ended December 31, Year Ended December 31,

21 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) 2025 2024 2025 2024 Net loss (46)$ (25)$ (100)$ (290)$ Amortization of intangible assets 11 17 47 28 Transaction and integration costs 4 15 22 53 Restructuring and other costs 15 19 39 252 Goodwill impairment 12 - 12 - Income tax associated with the adjustments above 1 (7) (16) (27) (26) Adjusted net income (loss) 2 (11)$ 10$ (7)$ 17$ Adjusted diluted income (loss) per share 2 (0.07)$ 0.06$ (0.04)$ 0.12$ Weighted-average common shares outstanding Diluted 168,715 169,885 168,462 136,684 Three Months Ended December 31, Year Ended December 31, Reconciliation of net loss to adjusted net income (loss) and adjusted diluted income (loss) per share

22 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) 2025 2024 2025 2024 Net cash provided by (used in) operating activities 7$ (7)$ 51$ (12)$ Payment for purchases of property and equipment (16) (12) (59) (45) Proceeds from sale of property and equipment 1 - 2 - Free cash flow 1 (8)$ (19)$ (6)$ (57)$ Transaction and integration costs 2 2 18 26 42 Restructuring and other costs 2 7 7 27 22 Adjusted free cash flow 1 1$ 6$ 47$ 7$ Adjusted EBITDA 1,3 17$ 42$ 109$ 118$ Free cash flow conversion from adjusted EBITDA 1,4 -47.1% -45.2% -5.5% -48.3% Adjusted free cash flow conversion from adjusted EBITDA 1,5 5.9% 14.3% 43.1% 5.9% Year Ended December 31, Reconciliation of cash flows from operating activities to free cash flow and adjusted free cash flow Three Months Ended

23 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) 2025 2024 2025 2024 Revenue Truck brokerage 1,094$ 1,267$ 4,225$ 3,029$ Complementary services 1 431 431 1,745 1,655 Eliminations (56) (31) (228) (134) Revenue 1,469$ 1,667$ 5,742$ 4,550$ Cost of transportation and services (exclusive of depreciation and amortization) Truck brokerage 962$ 1,100$ 3,662$ 2,610$ Complementary services 1 297 288 1,177 1,089 Eliminations (56) (31) (228) (134) Cost of transportation and services (exclusive of depreciation and amortization) 1,203$ 1,357$ 4,611$ 3,565$ Direct operating expense (exclusive of depreciation and amortization) Truck brokerage 1$ -$ 2$ 1$ Complementary services 1 46 50 188 201 Direct operating expense (exclusive of depreciation and amortization) 47$ 50$ 190$ 202$ Direct depreciation and amortization Truck brokerage 1$ -$ 1$ 1$ Complementary services 1 1 2 8 8 Direct depreciation and amortization 2$ 2$ 9$ 9$ Gross margin Truck brokerage 130$ 167$ 560$ 417$ Complementary services 1 87 91 372 357 Gross margin 217$ 258$ 932$ 774$ Gross margin as a percentage of revenue Truck brokerage 11.9% 13.2% 13.3% 13.8% Complementary services 1 20.2% 21.1% 21.3% 21.6% Gross margin as a percentage of revenue 14.8% 15.5% 16.2% 17.0% Three Months Ended December 31, Year Ended December 31,

24 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. December 31, (Dollars in millions) 2025 Reconciliation of bank-adjusted EBITDA Adjusted EBITDA 1,2 for the twelve months ended December 31, 2025 109$ Adjustments per credit agreement 3 for the twelve months ended December 31, 2025 25 Bank-adjusted EBITDA 134$ Calculation of gross leverage Total debt, principal balance and other 417$ Bank-adjusted EBITDA 134 Gross Leverage 1 3.1x Calculation of net leverage Total debt, principal balance and other, net of cash and cash equivalents 400$ Bank-adjusted EBITDA 134 Net Leverage 1 3.0x Reconciliation of bank-adjusted EBITDA; Calculcation of gross and net leverage

FAQ

How did RXO (RXO) perform financially in Q4 2025?

RXO reported Q4 2025 revenue of $1.47 billion, down from $1.67 billion a year earlier, and a GAAP net loss of $46 million. Adjusted EBITDA was $17 million with a 1.2% adjusted EBITDA margin, reflecting margin pressure in its brokerage business.

What were RXO’s earnings per share and adjusted EPS for Q4 2025?

RXO posted Q4 2025 GAAP diluted earnings per share of $(0.27). After adjusting for amortization, transaction, integration, restructuring costs and goodwill impairment, adjusted diluted earnings per share were $(0.07), compared with adjusted diluted EPS of $0.06 in the prior-year quarter.

How did RXO’s brokerage and complementary services segments perform in Q4 2025?

In Q4 2025, RXO’s truck brokerage revenue was $1.09 billion, while complementary services, including last mile and managed transportation, generated $431 million. Companywide gross margin was 14.8%, with brokerage gross margin at 11.9% and complementary services gross margin at 20.2%.

What new credit facility did RXO enter into in February 2026?

On February 5, 2026, RXO entered a five-year $450 million asset-based revolving credit facility secured by substantially all personal and intangible assets, excluding real estate interests. This new facility refinances and replaces the company’s prior unsecured revolving credit facility, which had total commitments of $600 million.

What guidance did RXO provide for Q1 2026 adjusted EBITDA and brokerage metrics?

RXO expects Q1 2026 adjusted EBITDA between $5 million and $12 million. For its brokerage business, the company anticipates overall volume declining by 5%–10% year over year and projects brokerage gross margin in a range of 11%–13% for the quarter.

How did RXO’s full-year 2025 results compare to 2024?

For 2025, RXO generated revenue of $5.74 billion versus $4.55 billion in 2024 and reported a GAAP net loss of $100 million compared with a $290 million loss. Adjusted EBITDA was $109 million, slightly below $118 million in 2024, with an adjusted EBITDA margin of 1.9%.