Form 8-K

8-K — RXO, Inc.

Accession: 0001929561-26-000033

Filed: 2026-08-06

Period: 2026-08-06

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-20260806.htm (Primary)

EX-99.1 (rxo2026q2pressrelease.htm)

EX-99.2 (earningspresentation-q22.htm)

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8-K

8-K (Primary)

Filename: rxo-20260806.htm · Sequence: 1

rxo-20260806

0001929561FALSE00019295612026-08-062026-08-06

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): August 6, 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 August 6, 2026, RXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 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 August 6, 2026, the Company released a slide presentation related to its results of operations for the fiscal quarter ended June 30, 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 June 30, 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 August 6, 2026, issued by RXO, Inc.

99.2

Investor Presentation, dated August 6, 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: August 6, 2026

RXO, INC.

By: /s/ James E. Harris

James E. Harris

Chief Financial Officer

EX-99.1

Filename: rxo2026q2pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

Market Share Gains and Improved Profitability Drive Strong Second-Quarter Results for RXO

•Full truckload volume improved every month and grew by 2% year over year in the second quarter, outperforming the market.

•Achieved an 11% sequential increase in gross profit per load, the highest growth rate in four years, driven by Brokerage full-truckload spot mix of 42%.

•Strength across Complementary Services, including 3% year-over-year stop growth in Last Mile.

•Expect positive Brokerage trends to continue in the third quarter, with anticipated volume and gross profit per load growth both sequentially and year-over-year.

CHARLOTTE, N.C. – August 6, 2026 – RXO (NYSE: RXO) today reported its second-quarter financial results and third-quarter outlook.

RXO Chairman and CEO Drew Wilkerson said, “RXO delivered strong second-quarter results, including profitable volume growth across the business. In Brokerage, we outperformed the market sooner than our previously communicated expectations, with truckload volume growth of 2 percent. We also achieved another historic sequential increase in gross profit per load, the best in four years, primarily driven by a 900-basis-point sequential increase in truckload spot mix. In Complementary Services, Last Mile gained market share and grew stops by 3 percent. Managed Transportation won approximately $100 million in additional freight under management.”

Wilkerson continued, “Importantly, we achieved these results with strong carrier vetting and cargo security practices, which were recently recognized with awards from both CargoNet and FreightWaves. We have strong momentum and anticipate that Brokerage will continue to deliver volume and gross profit-per-load growth in the third quarter. RXO is the broker of choice for spot activity, special projects and mini-bids. We’re in the early stages of a recovery. This is the part of the freight cycle where RXO’s unique algorithm drives differentiated results.”

Companywide Results

RXO’s revenue was $1.8 billion for the second quarter, compared to $1.4 billion in the second quarter of 2025. Gross margin was 13.9%, compared to 17.8% in the second quarter of 2025.

The company reported a second-quarter 2026 GAAP net loss of $9 million, compared to a net loss of $9 million in the second quarter of 2025. The second-quarter 2026 GAAP net loss included $13 million in transaction, integration, restructuring and other costs. Adjusted net income in the quarter was $10 million, compared to adjusted net income of $7 million in the second quarter of 2025.

Adjusted EBITDA was $40 million, compared to $38 million in the second quarter of 2025. Adjusted EBITDA margin was 2.3%, compared to 2.7% in the second quarter of 2025.

RXO 2Q 2026 Earnings Press Release | 1

GAAP earnings per share were impacted $0.11, net of tax, by transaction, integration, restructuring and other costs, and amortization of intangibles. For the second quarter, RXO reported a GAAP diluted loss per share of $0.05. Adjusted diluted earnings per share was $0.06.

Brokerage

Volume in RXO’s Brokerage business increased by 2% year over year in the second quarter. Truckload volume increased by 2% and less-than-truckload volume increased by 3%. Full truckload volume improved every month throughout the quarter.

Truckload spot mix was 42% of volume in the quarter, up from 33% in the first quarter of 2026, helping to drive the largest sequential gross profit per load growth rate in four years. Truckload spot mix grew by 1,500 basis points year over year.

Brokerage gross margin was 10.7% in the second quarter.

Complementary Services

Managed Transportation was awarded approximately $100 million of freight under management in the second quarter.

Last Mile stops increased by 3% year over year as a result of market share gains.

RXO’s complementary services gross margin was 21.1% for the quarter.

Third-Quarter Outlook

RXO expects third-quarter 2026 adjusted EBITDA to be between $35 million and $45 million.

In Brokerage, the company expects overall volume growth to increase by a low-to-mid-single-digit percentage year over year. The company expects truckload gross profit per load to increase sequentially.

Conference Call

The company will hold a conference call and webcast on Thursday, August 6 at 8 a.m. Eastern Daylight Time. Participants can call in toll-free (from U.S./Canada) at +1 833-461-5787; international callers dial +1 585-542-9983. The meeting ID is 501829031. 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 webcast will be available at http://investors.rxo.com for one year following the event.

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 2Q 2026 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 third 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 the freight market, our outlook and anticipated third-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 2Q 2026 Earnings Press Release | 3

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 2Q 2026 Earnings Press Release | 4

RXO, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

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

Revenue $ 1,774 $ 1,419 $ 3,199 $ 2,852

Cost of transportation and services (exclusive of depreciation and amortization) 1,472 1,118 2,643 2,271

Direct operating expense (exclusive of depreciation and amortization) 53 47 103 95

Sales, general and administrative expense 211 214 408 424

Depreciation and amortization expense 26 30 52 62

Transaction and integration costs 4 7 6 13

Restructuring costs 7 3 14 17

Operating income (loss) $ 1 $ — $ (27) $ (30)

Other expense — 2 1 2

Debt extinguishment loss — — 11 —

Interest expense, net 9 8 18 17

Loss before income taxes $ (8) $ (10) $ (57) $ (49)

Income tax provision (benefit) 1 (1) (12) (9)

Net loss $ (9) $ (9) $ (45) $ (40)

Loss per share

Basic $ (0.05) $ (0.05) $ (0.27) $ (0.24)

Diluted $ (0.05) $ (0.05) $ (0.27) $ (0.24)

Weighted-average common shares outstanding

Basic 169,646 168,525 169,377 168,275

Diluted 169,646 168,525 169,377 168,275

RXO 2Q 2026 Earnings Press Release | 5

RXO, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

June 30, December 31,

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

ASSETS

Current assets

Cash and cash equivalents $ 15 $ 17

Accounts receivable, net of $15 and $16 in allowances, respectively 1,444 1,226

Other current assets 97 74

Total current assets 1,556 1,317

Long-term assets

Property and equipment, net of $412 and $381 in accumulated depreciation, respectively 126 134

Operating lease assets 205 238

Goodwill 1,111 1,111

Identifiable intangible assets, net of $184 and $164 in accumulated amortization, respectively 432 453

Other long-term assets 29 24

Total long-term assets 1,903 1,960

Total assets $ 3,459 $ 3,277

LIABILITIES AND EQUITY

Current liabilities

Accounts payable $ 713 $ 539

Accrued expenses 404 397

Short-term debt and current maturities of long-term debt 36 17

Short-term operating lease liabilities 66 75

Other current liabilities 8 10

Total current liabilities 1,227 1,038

Long-term liabilities

Long-term debt and obligations under finance leases 459 387

Deferred tax liabilities 35 51

Long-term operating lease liabilities 167 191

Other long-term liabilities 65 69

Total long-term liabilities 726 698

Commitments and Contingencies

Equity

Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025 — —

Common stock, $0.01 par value; 300,000 shares authorized; 164,920 and 164,160 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 2 2

Additional paid-in capital 1,940 1,929

Accumulated deficit (429) (384)

Accumulated other comprehensive loss (7) (6)

Total equity 1,506 1,541

Total liabilities and equity $ 3,459 $ 3,277

RXO 2Q 2026 Earnings Press Release | 6

RXO, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30,

(In millions) 2026 2025

Operating activities

Net loss $ (45) $ (40)

Adjustments to reconcile net loss to net cash from operating activities

Depreciation and amortization expense 52 62

Stock compensation expense 14 14

Deferred tax benefit (15) (13)

Impairment of operating lease assets 2 4

Debt extinguishment loss 11 —

Other 5 6

Changes in assets and liabilities

Accounts receivable (223) 159

Other current assets and other long-term assets (26) (7)

Accounts payable 179 (93)

Accrued expenses, other current liabilities and other long-term liabilities (1) (71)

Net cash provided by (used in) operating activities (47) 21

Investing activities

Payment for purchases of property and equipment (29) (29)

Proceeds from sale of property and equipment — 1

Business acquisition, net of cash acquired — (10)

Other — (5)

Net cash used in investing activities (29) (43)

Financing activities

Proceeds from borrowings on revolving credit facilities 656 261

Repayment of borrowings on revolving credit facilities (607) (227)

Proceeds from issuance of debt 400 —

Repurchase of debt (362) —

Repayment of debt and finance leases (1) (1)

Payment for debt issuance costs (9) —

Payment for equity issuance costs — (1)

Payment for tax withholdings related to vesting of stock compensation awards (3) (18)

Other — (10)

Net cash provided by financing activities 74 4

Effect of exchange rates on cash, cash equivalents and restricted cash — 2

Net decrease in cash, cash equivalents and restricted cash (2) (16)

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

Cash, cash equivalents, and restricted cash, end of period $ 16 $ 19

Supplemental disclosure of cash flow information:

Leased assets obtained in exchange for new operating lease liabilities $ 19 $ 22

Cash paid for income taxes, net 5 4

Cash paid for interest, net 11 16

Purchases of property and equipment in accounts payable, accrued expenses and other liabilities 2 10

RXO 2Q 2026 Earnings Press Release | 7

RXO, Inc.

Revenue Disaggregated by Service Offering

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2026 2025 2026 2025

Revenue

Truck brokerage $ 1,349 $ 1,025 $ 2,446 $ 2,092

Last mile 344 315 609 593

Managed transportation 144 142 267 279

Eliminations (63) (63) (123) (112)

Total $ 1,774 $ 1,419 $ 3,199 $ 2,852

RXO 2Q 2026 Earnings Press Release | 8

RXO, Inc.

Reconciliation of Net Loss to Adjusted EBITDA and Adjusted EBITDA Margin

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2026 2025 2026 2025

Reconciliation of Net Loss to Adjusted EBITDA

Net loss $ (9) $ (9) $ (45) $ (40)

Interest expense, net 9 8 18 17

Income tax provision (benefit) 1 (1) (12) (9)

Depreciation and amortization expense 26 30 52 62

Transaction and integration costs 4 7 6 13

Restructuring and other costs 9 3 16 17

Debt extinguishment loss — — 11 —

Adjusted EBITDA (1)

$ 40 $ 38 $ 46 $ 60

Revenue $ 1,774 $ 1,419 $ 3,199 $ 2,852

Adjusted EBITDA margin (1) (2)

2.3 % 2.7 % 1.4 % 2.1 %

(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 2Q 2026 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 June 30, Six Months Ended June 30,

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

Reconciliation of Net Loss to Adjusted Net Income (Loss) and Adjusted Diluted Income (Loss) Per Share

Net loss $ (9) $ (9) $ (45) $ (40)

Amortization of intangible assets 11 11 21 26

Transaction and integration costs 4 7 6 13

Restructuring and other costs 9 3 16 17

Debt extinguishment loss — — 11 —

Income tax associated with adjustments above (1)

(5) (5) (12) (14)

Discrete tax item — — (3) —

Adjusted net income (loss) (2)

$ 10 $ 7 $ (6) $ 2

Adjusted diluted income (loss) per share (2)

$ 0.06 $ 0.04 $ (0.04) $ 0.01

Weighted-average common shares outstanding

Diluted 171,743 169,077 169,377 169,143

(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 2Q 2026 Earnings Press Release | 10

RXO, Inc.

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

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

(Dollars in millions) 2026 2025 2026 2025

Revenue

Truck brokerage $ 1,349 $ 1,025 $ 2,446 $ 2,092

Complementary services (1)

488 457 876 872

Eliminations (63) (63) (123) (112)

Revenue $ 1,774 $ 1,419 $ 3,199 $ 2,852

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

Truck brokerage $ 1,205 $ 877 $ 2,176 $ 1,801

Complementary services (1)

330 304 590 582

Eliminations (63) (63) (123) (112)

Cost of transportation and services (exclusive of depreciation and amortization) $ 1,472 $ 1,118 $ 2,643 $ 2,271

Direct operating expense (exclusive of depreciation and amortization)

Truck brokerage $ — $ — $ 1 $ 1

Complementary services (1)

53 47 102 94

Direct operating expense (exclusive of depreciation and amortization) $ 53 $ 47 $ 103 $ 95

Direct depreciation and amortization expense

Truck brokerage $ — $ — $ — $ —

Complementary services (1)

2 2 4 5

Direct depreciation and amortization expense $ 2 $ 2 $ 4 $ 5

Gross margin

Truck brokerage $ 144 $ 148 $ 269 $ 290

Complementary services (1)

103 104 180 191

Gross margin $ 247 $ 252 $ 449 $ 481

Gross margin as a percentage of revenue

Truck brokerage 10.7 % 14.4 % 11.0 % 13.9 %

Complementary services (1)

21.1 % 22.8 % 20.5 % 21.9 %

Gross margin as a percentage of revenue 13.9 % 17.8 % 14.0 % 16.9 %

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

RXO 2Q 2026 Earnings Press Release | 11

EX-99.2

Filename: earningspresentation-q22.htm · Sequence: 3

earningspresentation-q22

Second Quarter 2026 Results August 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 (“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 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 third 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, leverage and expectations regarding spot mix and gross profit for Q3. 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 Q2 2026 overview 1 Brokerage TL volume improved every month and grew 2% year-over-year 2 11% sequential increase in TL gross profit per load driven by increased spot mix 3 Strength across Complementary Services, including 3% y/y Last Mile stop growth 4 AI initiatives driving results across all key pillars; scaling agentic solutions 5 Q3 adj. EBITDA outlook of $35M-$45M; Brokerage momentum strengthening

4 $252M $247M Q2 25 Q2 26 Companywide results RXO delivered adjusted EBITDA of $40M Adjusted EBITDA1Gross margin 1 See the “Non-GAAP financial measures” section. $38M $40M Q2 25 Q2 26 2.7% 2.3%17.8% Revenue $1,419M $1,774M Q2 25 Q2 26 13.9%

5 Quarterly performance across key service offerings Q2 revenue by service offering2 73% 19% 8% Truck Brokerage Last Mile Managed Transportation Brokerage • Volume: Up 2% y/y1 – TL: Up 2% y/y, 76% of volume – LTL: Up 3% y/y1, 24% of volume • TL spot mix: 42%, +900 bps q/q and +1,500 bps y/y • Gross margin: 10.7% – TL gross profit per load: +11% q/q Complementary services • Managed Trans. awarded ~$100M of FUM • Last Mile stops up 3% y/y • Gross margin: 21.1% 1 Both periods reflect business that transitioned to Managed Transportation beginning in Q2 ‘26. 2 Excludes impact of eliminations.

6 New technology across key pillars1 Committed to technology and AI investments with strong returns • ~50% increase in agentic phone calls • Enhanced Managed Transportation onboarding tools, reducing customer setup time • ~30% improvement in Managed Transportation workflow automation • Replaced several third-party vendors with proprietary AI-developed software • Delivered thousands of Last Mile shipments ahead of schedule via enhanced optimization models • 5x more spot quote emails processed per day via proprietary AI agent • Expansion in customers, volume, and gross profit via digital quoting channels • Improved AI freight matching model and user experience helped increase digital carrier offers by ~25% Volume & Margin Productivity & Service Artificial Intelligence Transactional automation 1 Comparisons are on a sequential basis.

7 Adjusted EPS bridge Earnings per share Q2-26 Q2-25 GAAP diluted EPS $(0.05) $(0.05) Amortization of intangible assets 0.06 0.07 Transaction, integration, restructuring and other costs 0.08 0.06 Tax associated with adjustments above1 (0.03) (0.04) Adjusted diluted EPS2 $0.06 $0.04 RXO reported Q2 2026 adjusted diluted EPS of $0.06 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.

8 Capital structure Note: In millions. 1 See the “Non-GAAP financial measures” section. 2 See appendix for leverage calculations. Capital structure Q2 2026 Notes due 2031 $ 400 Finance leases, asset financing, ST debt & other 106 Total debt, principal balance & other $ 506 Less: cash 15 Net debt1 $ 491 Available liquidity $ 350 LTM Leverage1,2 4.2x 4.1x Gross Net Expect LTM leverage ratio to decline significantly by year-end as results improve

9 $7 $(12) $(70) $(3) $40 $(4) $(42) 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. Revenue growth drives a corresponding increase in working capital requirements Q2 ‘26 adjusted free cash flow1 1 • Key drivers of Q2 working capital usage: – Revenue growth, driven by a higher freight rate environment and increased volume – Carrier QuickPay increased substantially • Remain confident with long-term conversion of 40%-60% across market cycles Expect strong Q3 adj. FCF conversion

10 45% 21% 6% 12% 1% -13% -21% -26% -21% -18% -14% -10% -4% -1% 3% 4% 3% 1% 1% 8% 19% Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 TL Rev / Ld (% △ y/y) Brokerage TL revenue per load trends Revenue per load increased at fastest rate in 5 years, primarily driven by accretive spot volume 20252021 2023 20242022 1 Includes the impact of Coyote TL revenue per load up 19% y/y1 • Highest growth rate in 5 years • Multiple drivers contributed to improvement – Spot mix increased 900 bps q/q and 1,500 bps y/y – Improved contract rates • July Rev/Ld growth further accelerated: >25% y/y • Excludes the impact of changes in fuel prices and length of haul 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. 2026

11 Market conditions and Brokerage margin performance Significant gross profit per load improvement driven by increased spot volume Supply-side market tightening • Truckload market remains tight, driven by regulatory changes and enforcement • Industry KPIs at highest levels in 4 years, despite soft demand Multiple levers helping to drive profitability improvements • Spot TL mix: +900bps q/q • Contract rates resetting higher • Procuring capacity more effectively Expect spot mix and gross profit per load to increase again in Q3

12 Market conditions and gross profit per load trends Structural supply-side changes have significantly tightened the truckload market, despite soft demand Data sources: FreightWaves SONAR and Cass Information Systems.

13 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 Q2 and gross profit per load increased by 11% q/q

14 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. All periods reflect business that transitioned to Managed Transportation beginning in Q2 ‘26.

15 Q3 2026 outlook and modeling assumptions • Adjusted EBITDA1: $35M-$45M • Overall Brokerage, TL, and LTL volume: Up low-to-mid single digit % y/y • Brokerage TL gross profit per load: Up q/q Q3 2026 outlook FY 2026 modeling assumptions • Capital expenditures: $50M-$55M • Depreciation: $65M-$70M, Amortization of intangibles: $40M-$45M • Stock-based compensation: $25M-$35M • Restructuring, transaction & integration expenses: $30M-$35M • Net interest expense: $32M-$36M • Cash taxes: $6M-$8M • Fully diluted weighted-average shares outstanding: ~170M 1 See the “Non-GAAP financial measures” section.

16 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

17 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

18 Appendix

19 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 June 30, 2026 is calculated as the six months ended June 30, 2026 plus the year ended December 31, 2025 less the six months ended June 30, 2025. Reconciliation of net loss to adjusted EBITDA and adjusted EBITDA margin Twelve Months Ended June 30, Year Ended December 31, (Dollars in millions) 2026 2025 2026 2025 2026 3 2025 Net loss (9)$ (9)$ (45)$ (40)$ (105)$ (100)$ Interest expense, net 9 8 18 17 36 35 Income tax provision (benefit) 1 (1) (12) (9) (18) (15) Depreciation and amortization expense 26 30 52 62 106 116 Transaction and integration costs 4 7 6 13 15 22 Restructuring and other costs 9 3 16 17 38 39 Goodwill impairment - - - - 12 12 Debt extinguishment loss - - 11 - 11 - Adjusted EBITDA 1 40$ 38$ 46$ 60$ 95$ 109$ Revenue 1,774$ 1,419$ 3,199$ 2,852$ 6,089$ 5,742$ Adjusted EBITDA margin 1, 2 2.3% 2.7% 1.4% 2.1% 1.6% 1.9% Three Months Ended June 30, Six Months Ended June 30,

20 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 2026 2025 Net loss (9)$ (9)$ (45)$ (40)$ Amortization of intangible assets 11 11 21 26 Transaction and integration costs 4 7 6 13 Restructuring and other costs 9 3 16 17 Debt extinguishment loss - - 11 - Income tax associated with the adjustments above 1 (5) (5) (12) (14) Discrete tax item - - (3) - Adjusted net income (loss) 2 10$ 7$ (6)$ 2$ Adjusted diluted income (loss) per share 2 0.06$ 0.04$ (0.04)$ 0.01$ Weighted-average common shares outstanding Diluted 171,743 169,077 169,377 169,143 Three Months Ended June 30, Six Months Ended June 30, Reconciliation of net loss to adjusted net income (loss) and adjusted diluted income (loss) per share

21 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 2026 2025 Net cash used in operating activities (40)$ 23$ (47)$ 21$ Payment for purchases of property and equipment (12) (14) (29) (29) Proceeds from sale of property and equipment - 1 - 1 Free cash flow 1 (52)$ 10$ (76)$ (7)$ Transaction and integration costs 2 - 5 1 22 Restructuring and other costs 2 10 7 18 13 Adjusted free cash flow 1 (42)$ 22$ (57)$ 28$ Adjusted EBITDA 1,3 40$ 38$ 46$ 60$ Free cash flow conversion from adjusted EBITDA 1,4 -130.0% 26.3% -165.2% -11.7% Adjusted free cash flow conversion from adjusted EBITDA 1,5 -105.0% 57.9% -123.9% 46.7% Six Months Ended June 30,Three Months Ended June 30, Reconciliation of cash flows from operating activities to free cash flow and adjusted free cash flow

22 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 2026 2025 Revenue Truck brokerage 1,349$ 1,025$ 2,446$ 2,092$ Complementary services 1 488 457 876 872 Eliminations (63) (63) (123) (112) Revenue 1,774$ 1,419$ 3,199$ 2,852$ Cost of transportation and services (exclusive of depreciation and amortization) Truck brokerage 1,205$ 877$ 2,176$ 1,801$ Complementary services 1 330 304 590 582 Eliminations (63) (63) (123) (112) Cost of transportation and services (exclusive of depreciation and amortization) 1,472$ 1,118$ 2,643$ 2,271$ Direct operating expense (exclusive of depreciation and amortization) Truck brokerage -$ -$ 1$ 1$ Complementary services 1 53 47 102 94 Direct operating expense (exclusive of depreciation and amortization) 53$ 47$ 103$ 95$ Direct depreciation and amortization Truck brokerage -$ -$ -$ -$ Complementary services 1 2 2 4 5 Direct depreciation and amortization 2$ 2$ 4$ 5$ Gross margin Truck brokerage 144$ 148$ 269$ 290$ Complementary services 1 103 104 180 191 Gross margin 247$ 252$ 449$ 481$ Gross margin as a percentage of revenue Truck brokerage 10.7% 14.4% 11.0% 13.9% Complementary services 1 21.1% 22.8% 20.5% 21.9% Gross margin as a percentage of revenue 13.9% 17.8% 14.0% 16.9% Three Months Ended June 30, Six Months Ended June 30,

23 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. June 30, (Dollars in millions) 2026 Reconciliation of bank-adjusted EBITDA Adjusted EBITDA 1,2 for the twelve months ended June 30, 2026 95$ Adjustments per credit agreement 3 for the twelve months ended June 30, 2026 26 Bank-adjusted EBITDA 121$ Calculation of gross leverage Total debt, principal balance and other 506$ Bank-adjusted EBITDA 121 Gross Leverage 1 4.2x Calculation of net leverage Total debt, principal balance and other, net of cash and cash equivalents 491$ Bank-adjusted EBITDA 121 Net Leverage 1 4.1x Reconciliation of bank-adjusted EBITDA; Calculcation of gross and net leverage

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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