RXO, Inc. filings document the formal disclosures of an NYSE-listed asset-light transportation company with common stock traded under RXO. Recent Form 8-K reports furnish quarterly operating results, related investor presentations, Regulation FD materials, senior unsecured notes disclosures, and asset-based revolving credit facility agreements tied to the company's transportation brokerage and logistics operations.
Proxy materials disclose board elections, auditor ratification, executive compensation votes and amendments to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan. Other material-event filings cover officer appointments, subsidiary guarantees, debt redemption terms, collateral and borrowing-base mechanics, and capital-structure disclosures involving senior notes and revolving credit arrangements.
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. received a Form 4 filing showing a large shareholder group led by MFN Partners, LP buying more stock. On February 12, 2026, MFN Partners LP reported an open-market purchase of 532,276 shares of RXO common stock at $12 per share, increasing its directly held position to 28,109,942 shares.
The filing lists several related reporting entities, including MFN Partners GP, LLC and MFN Partners Management entities, as well as managing members Farhad Nanji and Michael F. DeMichele. Each reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.
Orbis Investment Management Limited, Allan Gray Australia Pty Ltd and Orbis Investment Management (U.S.), L.P. report beneficial ownership of 34,677,755 shares of RXO, Inc. common stock, representing 21.1% of the class as of 12/31/2025.
Orbis Investment Management Limited has sole voting and dispositive power over 32,966,085 shares, Allan Gray Australia over 32,694 shares, and Orbis Investment Management (U.S.), L.P. over 1,678,976 shares, with no shared voting or dispositive power reported.
The firms describe themselves as investment advisers (or foreign equivalents) holding the shares in the ordinary course of business, state that they do not hold them for the purpose of changing or influencing control of RXO, and each disclaims beneficial ownership of shares reported by the other filers.
Finepoint Capital LP and Herbert Wagner reported a significant passive stake in RXO, Inc. common stock on a Schedule 13G. They beneficially own 9,388,789 shares of RXO common stock, representing 5.7% of the class, with shared voting and dispositive power over all of these shares.
The percentage is based on 164,111,872 RXO shares outstanding as of November 4, 2025, as disclosed in RXO’s Form 10-Q for the quarter ended September 30, 2025. Finepoint acts as investment adviser to affiliated funds that directly hold the shares. The securities are certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of RXO.
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. received an amended Schedule 13G showing that Wellington Management Group LLP and related entities beneficially own 4,711,584 shares of RXO common stock, or about 2.9% of the outstanding class as of 12/31/2025.
The Wellington entities report shared voting power over 3,698,881 shares and shared dispositive power over 4,711,584 shares, with no sole voting or dispositive power. The shares are held of record by investment-advisory clients, each below five percent, and the position is certified as held in the ordinary course, not to influence control.
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. is an asset-light, technology-driven truck brokerage and transportation platform focused on full truckload, managed transportation and last mile services. The company uses its RXO Connect® digital platform and broad carrier network to match shippers with independent truck capacity across North America and internationally.
RXO expanded significantly by acquiring Coyote from UPS for $1.038 billion in cash, plus a later $10 million working capital adjustment, adding technology-driven brokerage and UK haulage, dedicated transport and warehousing operations. Customer concentration remains meaningful, with the largest customer contributing $653 million, or 11.4% of 2025 revenue.
As of June 30, 2025, non‑affiliate common equity had an aggregate market value of $2.6 billion, and there were 164,193,961 shares outstanding as of February 5, 2026. The company employed 6,906 regular employees and 2,312 temporary workers at year-end 2025, highlighting its focus on scalable, asset-light growth. Total debt was $408 million, primarily $355 million of unsecured notes, supporting its capital structure.
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.