Every 8-K that RXO, Inc. (RXO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow RXO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RXO filings page.
RXO, Inc. (RXO) reported preliminary third-quarter 2026 brokerage metrics indicating stronger operating performance. Truckload gross profit per load increased by more than 10% in August compared with July, exceeding the company’s prior outlook. Spot freight represented approximately 50% of full-truckload volume for the first two months of the quarter, while higher contract rates are being phased in.
RXO continues to expect third-quarter truckload volume to grow by a low-to-mid single digit percentage year-over-year despite ongoing softness in freight demand. Management stated that quarter results are not yet complete, remain subject to normal closing procedures, and may differ materially from final reported results.
RXO, Inc. reported Q2 2026 revenue of $1.774 billion, up from $1.419 billion a year earlier, as truck brokerage, last mile and managed transportation all grew. Companywide gross margin was 13.9%, down from 17.8%, reflecting mix and pricing pressure.
The company recorded a GAAP net loss of $9 million, unchanged from Q2 2025, or a diluted loss per share of $0.05. Adjusted net income was $10 million versus $7 million, with adjusted EBITDA of $40 million versus $38 million and adjusted diluted EPS of $0.06 versus $0.04.
Brokerage truckload volume rose 2% year over year and less‑than‑truckload volume 3%, with truckload spot mix increasing to 42% of volume. Last Mile stops grew 3%, and Managed Transportation added approximately $100 million of freight under management. For Q3 2026, RXO forecasts adjusted EBITDA between $35 million and $45 million and expects brokerage volumes and truckload gross profit per load to grow.
RXO, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 12, 2026. Stockholders elected eight directors for terms running until the 2027 annual meeting, with support levels generally around 148–149 million votes in favor for most nominees.
They ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 154,953,800 votes for and minimal opposition. Stockholders also approved an amendment to the 2022 Omnibus Incentive Compensation Plan to increase available shares, and supported executive compensation in a nonbinding advisory vote, with 142,771,274 votes in favor.
RXO reported softer Q1 2026 results but a stronger Q2 outlook. Revenue was $1.425 billion, essentially flat with $1.433 billion a year earlier, while gross margin fell to 14.2% from 16.0%. The company posted a GAAP net loss of $36 million and adjusted net loss of $16 million, wider than last year.
Adjusted EBITDA dropped to $6 million from $22 million, and GAAP diluted loss per share was $0.21, with adjusted diluted loss per share of $0.09. Brokerage volume declined 8% year over year, including a 12% drop in full truckload and a 5% increase in less-than-truckload, but full truckload spot mix rose to 33%, driving higher gross profit per load.
Managed Transportation was awarded more than $100 million of freight under management and its late-stage pipeline grew by over $200 million, while Last Mile stops declined 8%. RXO refinanced its 2027 notes with $400 million of new notes maturing in May 2031 at a 6.375% coupon. For Q2 2026, RXO expects adjusted EBITDA between $27 million and $37 million, with Brokerage volumes roughly flat year over year and truckload gross profit per load increasing sequentially.
RXO, Inc. completed a major debt financing by closing a $400,000,000 offering of 6.375% senior unsecured notes due May 15, 2031. The notes are initially guaranteed on a senior unsecured basis by certain wholly owned domestic subsidiaries and pay interest semiannually starting November 15, 2026.
The company can redeem the notes at specified premiums from May 15, 2028, and at par from May 15, 2030, with additional make-whole and equity-funded redemption options before 2028. The indenture includes customary covenants limiting secured debt and major corporate restructurings, and defines standard events of default.
RXO also used a portion of the net proceeds to redeem all of its 7.500% notes due 2027 at 101.875% of principal plus accrued interest, leaving no 2027 notes outstanding and extending the company’s debt maturity profile.
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.
RXO, Inc. plans a private offering of $400 million senior unsecured notes due 2031, initially guaranteed by its domestic subsidiaries that back its asset-based revolving credit facility. The company intends to use the net proceeds to repurchase or redeem all outstanding 7.500% Notes due 2027, pay related fees and expenses, and for general corporate purposes, which may include debt repayment.
RXO has also issued a notice of conditional full redemption for all 2027 Notes on February 20, 2026, at 101.875% of principal plus accrued interest. This redemption is conditioned on RXO receiving sufficient net proceeds from newly issued debt securities; if this financing condition is not met by the redemption date, the redemption notice can be rescinded.
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.
RXO, Inc. announced a planned leadership transition in its finance organization. Daniel Morris was appointed Chief Accounting Officer, effective May 15, 2026. He has been the company’s vice president of accounting since RXO’s separation from XPO in November 2022 and previously held senior accounting and financial reporting roles at XPO since 2015. Morris will participate in RXO’s executive compensation programs, including base salary, annual cash incentives and eligibility for long-term equity awards, consistent with his role.
Current Chief Accounting Officer Jason Kerr has notified RXO of his intent to retire, effective May 15, 2026. He will remain in his role until Morris’s appointment takes effect, then continue as an employee until October 15, 2026 to support transition activities. The company states that Kerr’s departure is not due to any disagreement regarding accounting principles, financial statement practices or internal controls.
RXO, Inc. filed an 8‑K stating it issued a press release announcing results for the fiscal quarter ended September 30, 2025, and furnished an investor slide presentation, both dated November 6, 2025. The materials are provided as Exhibits 99.1 (press release) and 99.2 (investor presentation). The company notes the information in Items 2.02 and 7.01, including these exhibits, is furnished and not deemed “filed” under Section 18 of the Exchange Act, and is not incorporated by reference except as specifically stated. RXO’s common stock trades on the NYSE under the symbol RXO.