Form 8-K

8-K — RXO, Inc.

Accession: 0001929561-26-000023

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001929561

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — rxo-20260507.htm (Primary)

EX-99.1 (rxo2026q1pressrelease.htm)

EX-99.2 (earningspresentation-q12.htm)

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8-K

8-K (Primary)

Filename: rxo-20260507.htm · Sequence: 1

rxo-20260507

0001929561FALSE00019295612026-05-072026-05-07

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): May 7, 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 2.02. Results of Operations and Financial Condition.

On May 7, 2026, RXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On May 7, 2026, the Company released a slide presentation related to its results of operations for the fiscal quarter ended March 31, 2026. 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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 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

99.1

Press Release, dated May 7, 2026, issued by RXO, Inc.

99.2

Investor Presentation, dated May 7, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 7, 2026

RXO, INC.

By: /s/ James E. Harris

James E. Harris

Chief Financial Officer

EX-99.1

Filename: rxo2026q1pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

RXO Announces First-Quarter Results and

Second-Quarter Outlook

•Full truckload volume improved every month as the first quarter progressed.

•Mix of Brokerage full truckload spot volume in the first quarter increased by 500 bps sequentially and 600 bps year-over-year, driving the largest sequential increase in gross profit per load in more than three years.

•Expect full truckload volume to be approximately flat year-over-year in the second quarter.

•Anticipate significant sequential improvement in second-quarter profit, driven by stronger volume across the business and a more favorable spot mix and higher contract rates in Brokerage.

CHARLOTTE, N.C. – May 7, 2026 – RXO (NYSE: RXO) today reported its first-quarter financial results and second-quarter outlook.

RXO Chairman and CEO Drew Wilkerson said, “We have significant momentum in our business. We’re converting our strong Brokerage sales pipeline and, while our Brokerage volume declined by 8% year-over-year in the first quarter, our full truckload volume improved every month as the quarter progressed. In addition, our truckload spot mix increased by 500 basis points sequentially in the quarter, which helped drive an increase in gross profit per load. During the quarter, our Managed Transportation business was awarded more than $100 million in freight under management and our late-stage sales pipeline increased by more than $200 million. When it comes to the broader market, we’re seeing clear signs of improvement, primarily driven by supply-side tightening, despite overall soft demand.”

Wilkerson continued, “Looking ahead, we expect the positive trends we’re seeing in volume and Brokerage gross profit per load to continue, and in the second quarter we anticipate a significant sequential improvement in results. We’re proving to be the carrier of choice for spots, projects and mini-bids; we’re leveraging our scale and asset-light model; and we’re deploying agentic AI across the company. Our conviction is even higher that the ongoing carrier exits in the market are structural in nature and that a supply-driven recovery is taking shape. RXO is well positioned to deliver strong shareholder returns over the long term.”

Companywide Results

RXO’s revenue was $1.4 billion for the first quarter, compared to $1.4 billion in the first quarter of 2025. Gross margin was 14.2%, compared to 16.0% in the first quarter of 2025.

The company reported a first-quarter 2026 GAAP net loss of $36 million, compared to a net loss of $31 million in the first quarter of 2025. The first-quarter 2026 GAAP net loss included $9 million in transaction, integration, restructuring and other costs, as well as an $11 million debt extinguishment loss related to the refinancing of RXO’s senior notes. Adjusted net loss in the quarter was $16 million, compared to an adjusted net loss of $5 million in the first quarter of 2025.

Adjusted EBITDA was $6 million, compared to $22 million in the first quarter of 2025. Adjusted EBITDA margin was 0.4%, compared to 1.5% in the first quarter of 2025.

RXO 1Q 2026 Earnings Press Release | 1

GAAP earnings per share were impacted $0.12, net of tax, by transaction, integration, restructuring and other costs, as well as amortization of intangibles, a discrete tax item, and the debt extinguishment loss. For the first quarter, RXO reported a GAAP diluted loss per share of $0.21. Adjusted diluted loss per share was $0.09.

Brokerage

Volume in RXO’s Brokerage business declined by 8% year over year in the first quarter. Less-than-truckload volume increased by 5% but was offset by a 12% decline in full truckload volume. Full truckload volume improved every month throughout the quarter.

Truckload spot mix was 33% of volume in the quarter, up from 28% in the fourth quarter of 2025, driving the largest sequential increase in gross profit per load in more than three years. Truckload spot mix grew by 600 basis points year-over-year. Spot volume increased as a percentage of the truckload mix every month throughout the first quarter and in April.

The company now expects contract rates to increase by a high-single-digit percentage for the full year, an increase to the prior forecast.

Brokerage gross margin was 11.4% in the first quarter.

Complementary Services

Managed Transportation was awarded more than $100 million of freight under management in the first quarter. Its late-stage sales pipeline grew by more than $200 million.

Last Mile stops declined by 8% year-over-year, primarily due to soft demand for big and bulky goods as well as the impact of severe weather.

RXO’s complementary services gross margin was 19.8% for the quarter.

Refinanced 2027 Senior Notes

During the quarter, RXO refinanced its 2027 Senior Notes. The new notes have a maturity of May 2031 with a coupon of 6.375%.

Second-Quarter Outlook

RXO expects second-quarter 2026 adjusted EBITDA to be between $27 million and $37 million.

In Brokerage, the company expects overall volume growth to be approximately flat year-over year. The company expects truckload gross profit per load to increase sequentially.

In Last Mile, the company expects a sequential improvement in stops.

Conference Call

The company will hold a conference call and webcast on Thursday, May 7 at 8 a.m. Eastern Daylight Time. Participants can call in toll-free (from U.S./Canada) at +1-800-715-9871; international callers dial +1-646-307-1963. The conference ID is 8661113. 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 May 14, 2026, by calling toll-free (from U.S./Canada) +1-800-770-2030; international callers dial +1-609-800-9909. Use the passcode 8661113#. Additionally, the call will be archived on http://investors.rxo.com.

RXO 1Q 2026 Earnings Press Release | 2

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 1Q 2026 Earnings Press Release | 3

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 loss and adjusted diluted 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 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 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 second 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 and anticipated second-quarter results. 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 1Q 2026 Earnings Press Release | 4

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: competition and pricing pressures; economic conditions generally; fluctuations in fuel prices; increased carrier prices; severe weather, natural disasters, terrorist attacks or similar incidents that cause material disruptions to our operations or the operations of the third-party carriers and independent contractors with which we contract; our dependence on third-party carriers and independent contractors; labor disputes or organizing efforts affecting our workforce and those of our third-party carriers; legal and regulatory challenges to the status of the third-party carriers with which we contract, and their delivery workers, as independent contractors, rather than employees; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of potential cyber-attacks and information technology or data security breaches; our ability to integrate machine learning and artificial technologies to deliver our services and operate our business; issues related to our intellectual property rights; our ability to access the capital markets and generate sufficient cash flow to satisfy our debt obligations; litigation that may adversely affect our business or reputation; increasingly stringent laws protecting the environment, including transitional risks relating to climate change, that impact our third-party carriers; governmental regulation and political conditions; our ability to attract and retain qualified personnel; our ability to successfully implement our cost and revenue initiatives and other strategies; our ability to successfully manage our growth; our reliance on certain large customers for a significant portion of our revenue; damage to our reputation through unfavorable publicity; our failure to meet performance levels required by our contracts with our customers; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; and the impact of the separation on our businesses, operations and results. All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

RXO 1Q 2026 Earnings Press Release | 5

RXO, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended March 31,

(Dollars in millions, shares in thousands, except per share amounts) 2026 2025

Revenue $ 1,425 $ 1,433

Cost of transportation and services (exclusive of depreciation and amortization) 1,171 1,153

Direct operating expense (exclusive of depreciation and amortization) 50 48

Sales, general and administrative expense 197 210

Depreciation and amortization expense 26 32

Transaction and integration costs 2 6

Restructuring costs 7 14

Operating loss $ (28) $ (30)

Other expense 1 —

Debt extinguishment loss 11 —

Interest expense, net 9 9

Loss before income taxes $ (49) $ (39)

Income tax benefit (13) (8)

Net loss $ (36) $ (31)

Loss per share

Basic $ (0.21) $ (0.18)

Diluted $ (0.21) $ (0.18)

Weighted-average common shares outstanding

Basic 169,104 168,023

Diluted 169,104 168,023

RXO 1Q 2026 Earnings Press Release | 6

RXO, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

March 31, December 31,

(Dollars in millions, shares in thousands, except per share amounts) 2026 2025

ASSETS

Current assets

Cash and cash equivalents $ 21 $ 17

Accounts receivable, net of $15 and $16 in allowances, respectively 1,216 1,226

Other current assets 98 74

Total current assets 1,335 1,317

Long-term assets

Property and equipment, net of $396 and $381 in accumulated depreciation, respectively 131 134

Operating lease assets 222 238

Goodwill 1,111 1,111

Identifiable intangible assets, net of $174 and $164 in accumulated amortization, respectively 442 453

Other long-term assets 27 24

Total long-term assets 1,933 1,960

Total assets $ 3,268 $ 3,277

LIABILITIES AND EQUITY

Current liabilities

Accounts payable $ 584 $ 539

Accrued expenses 367 397

Short-term debt and current maturities of long-term debt 17 17

Short-term operating lease liabilities 70 75

Other current liabilities 10 10

Total current liabilities 1,048 1,038

Long-term liabilities

Long-term debt and obligations under finance leases 430 387

Deferred tax liabilities 36 51

Long-term operating lease liabilities 182 191

Other long-term liabilities 63 69

Total long-term liabilities 711 698

Commitments and Contingencies

Equity

Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025 — —

Common stock, $0.01 par value; 300,000 shares authorized; 164,867 and 164,160 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 2 2

Additional paid-in capital 1,934 1,929

Accumulated deficit (420) (384)

Accumulated other comprehensive loss (7) (6)

Total equity 1,509 1,541

Total liabilities and equity $ 3,268 $ 3,277

RXO 1Q 2026 Earnings Press Release | 7

RXO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31,

(In millions) 2026 2025

Operating activities

Net loss $ (36) $ (31)

Adjustments to reconcile net loss to net cash from operating activities

Depreciation and amortization expense 26 32

Stock compensation expense 7 7

Deferred tax benefit (15) (11)

Impairment of operating lease assets 4 4

Debt extinguishment loss 11 —

Other 2 2

Changes in assets and liabilities

Accounts receivable 8 76

Other current assets and other long-term assets (27) (10)

Accounts payable 49 (56)

Accrued expenses, other current liabilities and other long-term liabilities (36) (15)

Net cash used in operating activities (7) (2)

Investing activities

Payment for purchases of property and equipment (17) (15)

Business acquisition, net of cash acquired — (10)

Net cash used in investing activities (17) (25)

Financing activities

Proceeds from borrowings on revolving credit facilities 325 300

Repayment of borrowings on revolving credit facilities (324) (265)

Proceeds from issuance of debt 400 —

Repurchase of debt (362) —

Repayment of debt and finance leases (1) —

Payment for debt issuance costs (8) —

Payment for tax withholdings related to vesting of stock compensation awards (2) (17)

Other — (11)

Net cash provided by financing activities 28 7

Effect of exchange rates on cash, cash equivalents and restricted cash — 1

Net increase (decrease) in cash, cash equivalents and restricted cash 4 (19)

Cash, cash equivalents, and restricted cash, beginning of period 18 35

Cash, cash equivalents, and restricted cash, end of period $ 22 $ 16

Supplemental disclosure of cash flow information:

Leased assets obtained in exchange for new operating lease liabilities $ 9 $ 4

Cash paid for income taxes, net 1 1

Cash paid for interest, net 8 2

Purchases of property and equipment in accounts payable, accrued expenses and other liabilities 2 11

Accrued tax withholdings related to vesting of stock compensation awards 1 1

Debt issuance costs in accrued expenses 1 —

RXO 1Q 2026 Earnings Press Release | 8

RXO, Inc.

Revenue Disaggregated by Service Offering

(Unaudited)

Three Months Ended March 31,

(In millions) 2026 2025

Revenue

Truck brokerage $ 1,097 $ 1,067

Last mile 265 278

Managed transportation 123 137

Eliminations (60) (49)

Total $ 1,425 $ 1,433

RXO 1Q 2026 Earnings Press Release | 9

RXO, Inc.

Reconciliation of Net Loss to Adjusted EBITDA and Adjusted EBITDA Margin

(Unaudited)

Three Months Ended March 31,

(In millions) 2026 2025

Reconciliation of Net Loss to Adjusted EBITDA

Net loss $ (36) $ (31)

Interest expense, net 9 9

Income tax benefit (13) (8)

Depreciation and amortization expense 26 32

Transaction and integration costs 2 6

Restructuring and other costs 7 14

Debt extinguishment loss 11 —

Adjusted EBITDA (1)

$ 6 $ 22

Revenue $ 1,425 $ 1,433

Adjusted EBITDA margin (1) (2)

0.4 % 1.5 %

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

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

RXO 1Q 2026 Earnings Press Release | 10

RXO, Inc.

Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Diluted Loss Per Share

(Unaudited)

Three Months Ended March 31,

(Dollars in millions, shares in thousands, except per share amounts) 2026 2025

Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Diluted Loss Per Share

Net loss $ (36) $ (31)

Amortization of intangible assets 10 15

Transaction and integration costs 2 6

Restructuring and other costs 7 14

Debt extinguishment loss 11 —

Income tax associated with adjustments above (1)

(7) (9)

Discrete tax item (3) —

Adjusted net loss (2)

$ (16) $ (5)

Adjusted diluted loss per share (2)

$ (0.09) $ (0.03)

Weighted-average common shares outstanding

Diluted 169,104 168,023

(1)The tax impact of non-GAAP adjustments represents the tax benefit (expense) calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net loss. Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied.

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

RXO 1Q 2026 Earnings Press Release | 11

RXO, Inc.

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

(Unaudited)

Three Months Ended March 31,

(Dollars in millions) 2026 2025

Revenue

Truck brokerage $ 1,097 $ 1,067

Complementary services (1)

388 415

Eliminations (60) (49)

Revenue $ 1,425 $ 1,433

Cost of transportation and services (exclusive of depreciation and amortization)

Truck brokerage $ 971 $ 924

Complementary services (1)

260 278

Eliminations (60) (49)

Cost of transportation and services (exclusive of depreciation and amortization) $ 1,171 $ 1,153

Direct operating expense (exclusive of depreciation and amortization)

Truck brokerage $ 1 $ 1

Complementary services (1)

49 47

Direct operating expense (exclusive of depreciation and amortization) $ 50 $ 48

Direct depreciation and amortization expense

Truck brokerage $ — $ —

Complementary services (1)

2 3

Direct depreciation and amortization expense $ 2 $ 3

Gross margin

Truck brokerage $ 125 $ 142

Complementary services (1)

77 87

Gross margin $ 202 $ 229

Gross margin as a percentage of revenue

Truck brokerage 11.4 % 13.3 %

Complementary services (1)

19.8 % 21.0 %

Gross margin as a percentage of revenue 14.2 % 16.0 %

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

RXO 1Q 2026 Earnings Press Release | 12

EX-99.2

Filename: earningspresentation-q12.htm · Sequence: 3

earningspresentation-q12

First Quarter 2026 Results May 7, 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 (“adjusted EBITDA”); 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 loss and adjusted diluted 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 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 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 second 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: 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 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 Q1 2026 overview 1 Brokerage TL volume improved every month throughout Q1 2 TL spot mix and gross profit per load increased significantly 3 Managed Transportation awarded additional FUM and pipeline increased 4 Accelerated deployment of agentic AI to drive efficiency and incremental margin 5 Q2 Adj. EBITDA outlook of $27M-$37M with improving TL volume trends and spot mix

4 $229M $202M Q1 25 Q1 26 Companywide results RXO reported adjusted EBITDA of $6M Adjusted EBITDA1Gross margin 1 See the “Non-GAAP financial measures” section. $22M $6M Q1 25 Q1 26 1.5% 0.4%16.0% Revenue $1,433M $1,425M Q1 25 Q1 26 14.2%

5 Quarterly performance across key service offerings Q1 revenue by service offering 74% 18% 8% Truck Brokerage Last Mile Managed Transportation Excludes impact of eliminations. Numbers may not add up to 100% due to rounding. Brokerage • Volume: Down 8% y/y – LTL: Up 5% y/y, 28% of volume – TL: Down 12% y/y, 72% of volume • TL spot mix: 33%, +500 bps q/q and 600 bps y/y • Gross margin: 11.4% – TL gross profit per load: +9% q/q • Productivity gains: +15%1 Complementary services • Managed Trans. awarded >$100M of FUM • Managed Trans. pipeline increased by $200M • Last Mile stops down 8% y/y, impacted by weather • Gross margin: 19.8% 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 key pillars Committed to technology and AI investments with a strong ROIC • Automated >500k phone calls in the quarter • Expanded agentic AI capacity sourcing and tracking • Launched agentic AI Cross-Border Paperwork process automating thousands of commercial invoices • Expanded agentic AI email spot quote functionality; reps delivered increase in both volume and GPPL • Expanded proprietary Spot Bot and API integrations • >30% increase q/q in digital TL quoted opportunities • Increased digital offers by ~15% via enhanced experience and expanded AI Freight Matching Models • Achieved >10x improvement in time-to-bid on RXO Connect for digital carrier users • >30% increase q/q in digital channel TL gross profit per load • Introduced AI Fraud Protection Agent, adding additional protection for higher risk freight • Launched Digital Twin capability on RXO Connect to provide large shippers with modeling of their transportation network • Rolling out Generative AI RXO Assist Agent to standardize operations and improve training Volume and Margin Productivity Service Artificial Intelligence Transactional automation

7 Adjusted EPS bridge Earnings per share Q1-26 Q1-25 GAAP diluted EPS $(0.21) $(0.18) Amortization of intangible assets 0.06 0.09 Transaction, integration and restructuring costs 0.05 0.12 Debt extinguishment loss1 0.07 - Tax associated with adjustments above2 and discrete tax item (0.06) (0.06) Adjusted diluted EPS3 $(0.09) $(0.03) RXO reported Q1 2026 adjusted diluted EPS of $(0.09) 1 Debt extinguishment loss associated with the redemption of the Senior Notes due 2027. 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.

8 Capital structure Note: In millions. 1 See the “Non-GAAP financial measures” section. 2 See appendix for leverage calculations. • Refinanced Senior Notes in the quarter – Extended maturity to May 2031 – Upsized issuance to $400M – Lowered interest rate to 6.375% from 7.500% • Strong liquidity position with $386M available Capital structure Q1 2026 Notes due 2031 $ 400 Finance leases, asset financing, ST debt & other 58 Total debt, principal balance & other $ 458 Less: cash 21 Net debt 1 $ 437 LTM Leverage1,2 3.8x 3.7x Gross Net

9 $6 $(17) $(1) $(8) $6 $(1) $(15) Adj. EBITDA Stock-based … Net CapEx Changes in W/C Cash interest Cash taxes RXO Adj. FCF 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. Q1 adj. FCF impacted by lower levels of profitability and CapEx/interest timing Q1‘26 adjusted free cash flow1 1 • Q1 timing considerations – 2H ‘26 CapEx expected to be ~30% lower, driven by lower real estate and software expenditures – Accelerated interest with refinancing of Senior Notes due 2027 (~$7M) • Remain confident with long-term conversion of 40%-60% across market cycles

10 47% 45% 21% 6% 12% 1% -13% -21% -26% -21% -18% -14% -10% -4% -1% 3% 4% 3% 1% 1% 8% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 TL Rev / Ld (% △ y/y) Brokerage TL revenue per load trends Revenue per load increased at fastest rate in 4 years, primarily driven by increased spot mix 20252021 2023 20242022 1 Includes the impact of CoyoteTL revenue per load up 8% y/y • Highest growth rate in 4 years – Excludes impact of fuel and length of haul – Spot mix increased 500 bps q/q and 600 bps y/y – Improved contract rates in effect from bid season – April Rev/Ld growth accelerated: +12% y/y • Expect contract rates up high-single digit % vs. prior expectation of up low-to-mid single digit % 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 2026

11 Current market conditions and Brokerage margin performance Supply-side market tightening • TL market remains tight, driven by continued capacity exits driven by regulatory changes and enforcement • Industry KPIs at highest levels in 4 years, despite soft demand Improved TL gross profit per load • Brokerage gross profit per load and spot mix improved every month – TL gross profit per load +9% sequentially – Spot TL mix +500bps q/q, helping to offset contractual margin squeeze – Expect spot mix and gross profit per load to improve again in Q2 • Working closely with customers to optimize service, volume and price Significant gross profit per load improvement driven by increased spot volume

12 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 improved every month in Q1 and gross profit per load increased by 9% q/q

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

14 Q2 2026 outlook and modeling assumptions • Adjusted EBITDA1: $27M-$37M • Overall Brokerage, TL, and LTL y/y volume: Approximately flat • Brokerage TL gross profit per load: Up q/q Q2 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.

15 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

16 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

17 Appendix

18 Financial reconciliations 1 See the “Non-GAAP financial measures” section. 2 Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue. 3 Twelve months ended March 31, 2026 is calculated as the three months ended March 31, 2026 plus the year ended December 31, 2025 less the three months ended March 31, 2025. Reconciliation of net loss to adjusted EBITDA and adjusted EBITDA margin Twelve Months Ended March 31, Year Ended December 31, (Dollars in millions) 2026 2025 2026 3 2025 Net loss (36)$ (31)$ (105)$ (100)$ Interest expense, net 9 9 35 35 Income tax benefit (13) (8) (20) (15) Depreciation and amortization expense 26 32 110 116 Transaction and integration costs 2 6 18 22 Restructuring and other costs 7 14 32 39 Goodwill impairment - - 12 12 Debt extinguishment loss 11 - 11 - Adjusted EBITDA 1 6$ 22$ 93$ 109$ Revenue 1,425$ 1,433$ 5,734$ 5,742$ Adjusted EBITDA margin 1, 2 0.4% 1.5% 1.6% 1.9% Three Months Ended March 31,

19 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) 2026 2025 Net loss (36)$ (31)$ Amortization of intangible assets 10 15 Transaction and integration costs 2 6 Restructuring and other costs 7 14 Debt extinguishment loss 11 - Income tax associated with the adjustments above 1 (7) (9) Discrete tax item (3) - Adjusted net loss 2 (16)$ (5)$ Adjusted diluted loss per share 2 (0.09)$ (0.03)$ Weighted-average common shares outstanding Diluted 169,104 168,023 Three Months Ended March 31, Reconciliation of net loss to adjusted net loss and adjusted diluted loss per share

20 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) 2026 2025 Net cash used in operating activities (7)$ (2)$ Payment for purchases of property and equipment (17) (15) Free cash flow 1 (24)$ (17)$ Transaction and integration costs 2 1 17 Restructuring and other costs 2 8 6 Adjusted free cash flow 1 (15)$ 6$ Adjusted EBITDA 1,3 6$ 22$ Free cash flow conversion from adjusted EBITDA 1,4 -400.0% -77.3% Adjusted free cash flow conversion from adjusted EBITDA 1,5 -250.0% 27.3% Three Months Ended March 31, Reconciliation of cash flows from operating activities to free cash flow and adjusted free cash flow

21 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) 2026 2025 Revenue Truck brokerage 1,097$ 1,067$ Complementary services 1 388 415 Eliminations (60) (49) Revenue 1,425$ 1,433$ Cost of transportation and services (exclusive of depreciation and amortization) Truck brokerage 971$ 924$ Complementary services 1 260 278 Eliminations (60) (49) Cost of transportation and services (exclusive of depreciation and amortization) 1,171$ 1,153$ Direct operating expense (exclusive of depreciation and amortization) Truck brokerage 1$ 1$ Complementary services 1 49 47 Direct operating expense (exclusive of depreciation and amortization) 50$ 48$ Direct depreciation and amortization Truck brokerage -$ -$ Complementary services 1 2 3 Direct depreciation and amortization 2$ 3$ Gross margin Truck brokerage 125$ 142$ Complementary services 1 77 87 Gross margin 202$ 229$ Gross margin as a percentage of revenue Truck brokerage 11.4% 13.3% Complementary services 1 19.8% 21.0% Gross margin as a percentage of revenue 14.2% 16.0% Three Months Ended March 31,

22 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. March 31, (Dollars in millions) 2026 Reconciliation of bank-adjusted EBITDA Adjusted EBITDA 1,2 for the twelve months ended March 31, 2026 93$ Adjustments per credit agreement 3 for the twelve months ended March 31, 2026 26 Bank-adjusted EBITDA 119$ Calculation of gross leverage Total debt, principal balance and other 458$ Bank-adjusted EBITDA 119 Gross Leverage 1 3.8x Calculation of net leverage Total debt, principal balance and other, net of cash and cash equivalents 437$ Bank-adjusted EBITDA 119 Net Leverage 1 3.7x Reconciliation of bank-adjusted EBITDA; Calculcation of gross and net leverage

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration