Every material Form 8-K RXO has filed with the SEC since August 09, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
RXO reported third-quarter 2026 revenue of $1.9 billion, up from $1.4 billion a year earlier, and GAAP net income of $3 million, compared with a net loss of $14 million in the third quarter of 2025. The company said profit exceeded the high end of its third-quarter outlook, though gross margin fell to 14.6% from 16.5%, and it is being acquired by C.H. Robinson, with closing expected in the first half of 2027.
Revenue was $1.9 billion versus $1.4 billion in Q3 2025; GAAP diluted EPS was $0.02 and adjusted diluted EPS was $0.09.
Gross margin was 14.6%, compared with 16.5% in Q3 2025; adjusted EBITDA was $51 million versus $32 million.
Truckload spot mix was 51% of brokerage volume, up from 29% a year earlier.
C.H. Robinson agreed on October 5, 2026 to acquire RXO for an implied value of $5.8 billion; RXO will not hold an earnings call.
RXO entered into a merger agreement under which C.H. Robinson Worldwide will acquire RXO, with RXO becoming a wholly owned subsidiary. RXO stockholders can elect cash, stock or a standard mix, with an implied total consideration of $30.25 per share, and the deal is expected to close in the first half of 2027 subject to stockholder and regulatory approvals.
Implied total consideration of $30.25 per RXO share, based on C.H. Robinson's 16-day VWAP of $151.88 as of October 2, 2026, and a 29% premium to RXO's October 2, 2026 closing price.
Standard consideration is $17.25 in cash plus 0.0856 C.H. Robinson shares; all-cash option is $30.25; all-stock option is 0.1992 shares; overall mix is about 57% cash and 43% stock.
RXO must pay a $175 million termination fee in certain circumstances; outside date is July 4, 2027, extendable twice by three months.
MFN Partners LP, which holds about 17% of RXO, agreed to vote in favor of the transaction.
RXO reported second-quarter 2026 revenue of $1.8 billion, up from $1.4 billion a year earlier, and adjusted EBITDA of $40 million, up from $38 million. The GAAP net loss was $9 million, unchanged from the prior-year quarter, and gross margin fell to 13.9% from 17.8%. The company expects third-quarter 2026 adjusted EBITDA of $35 million to $45 million.
Revenue was $1,774 million, up from $1,419 million in Q2 2025.
GAAP net loss was $9 million in both quarters; adjusted EBITDA was $40 million versus $38 million.
Gross margin was 13.9% versus 17.8% a year earlier; Brokerage gross margin was 10.7%.
Third-quarter 2026 adjusted EBITDA is expected to be between $35 million and $45 million.
RXO reported first-quarter 2026 revenue of $1.4 billion, flat from a year earlier, but its GAAP net loss widened to $36 million from $31 million and adjusted EBITDA fell to $6 million from $22 million. The company expects second-quarter adjusted EBITDA of $27 million to $37 million, and it raised its full-year contract rate forecast to a high-single-digit percentage increase.
Q1 2026 revenue was $1.4 billion versus $1.4 billion in Q1 2025; gross margin was 14.2% versus 16.0%.
GAAP diluted loss per share was $0.21; adjusted diluted loss per share was $0.09, versus $0.03 a year earlier.
Brokerage full truckload volume fell 12% in Q1 but improved every month of the quarter; truckload spot mix rose to 33% of volume.
Q2 2026 adjusted EBITDA is expected at $27 million to $37 million; Brokerage volume is expected to be approximately flat year over year.
RXO, Inc. closed a $400 million offering of 6.375% senior notes due May 15, 2031, and used part of the proceeds to redeem all of its outstanding 7.500% notes due 2027. After the redemption, no 2027 notes remain outstanding, so the company has refinanced that debt with new debt maturing five years later.
Offering: $400 million aggregate principal of 6.375% senior notes, maturing May 15, 2031; interest paid each May 15 and November 15, starting November 15, 2026
2027 notes redeemed on February 20, 2026 at 101.875% of principal, plus accrued interest; no 2027 notes remain outstanding
Notes are senior unsecured; guaranteed by certain wholly-owned domestic subsidiaries until an investment grade rating from at least two agencies
Company may redeem from May 15, 2028 at 103.188%, declining to 100.000% on or after May 15, 2030; change of control repurchase at 101%
RXO reported a fourth-quarter 2025 GAAP net loss of $46 million, compared with $25 million a year earlier, with revenue down to $1.5 billion from $1.7 billion and adjusted EBITDA of $17 million versus $42 million. The company also closed a $450 million asset-based revolving credit facility on February 5, 2026, which replaces its prior $600 million facility, and expects first-quarter 2026 adjusted EBITDA of $5 million to $12 million.
Q4 2025 revenue was $1.5 billion versus $1.7 billion in Q4 2024; gross margin was 14.8% versus 15.5%
Q4 2025 GAAP net loss was $46 million, or $0.27 per diluted share, versus a net loss of $25 million, or $0.15 per share, a year earlier
Q4 2025 adjusted EBITDA was $17 million, down from $42 million; the GAAP loss included a $12 million goodwill impairment
Q1 2026 outlook: adjusted EBITDA of $5 million to $12 million, with Brokerage volume down 5% to 10% and gross margin of 11% to 13%
RXO appointed Daniel Morris, its vice president of accounting, as chief accounting officer effective May 15, 2026. Current CAO Jason Kerr will retire on that date, stay on as an employee until October 15, 2026, and help with the transition, and his departure is not tied to any disagreement over accounting or internal controls. For shareholders, this is a planned succession in a key finance role rather than a change in reported results.
Daniel Morris, 41, has been RXO's vice president of accounting since the November 2022 separation from XPO, Inc.
Jason Kerr notified the company on January 16, 2026, of his intent to retire effective May 15, 2026.
Kerr remains an employee until October 15, 2026 to assist with transition matters.
The filing states Kerr's departure involves no disagreement on accounting principles, financial statement practices or internal controls.
RXO reported third-quarter 2025 revenue of $1.4 billion, up from $1.0 billion a year earlier, and a GAAP net loss of $14 million, compared with $243 million in the prior-year quarter, which included a one-time $216 million charge. Adjusted EBITDA was $32 million, slightly below $33 million a year earlier, and the company said tight truckload market conditions are expected to persist through the fourth quarter and squeeze brokerage gross margin.
Revenue was $1.4 billion versus $1.0 billion; gross margin was 16.5% versus 17.3%.
GAAP diluted loss per share was $0.08; adjusted diluted EPS was $0.01 versus $0.05 a year earlier.
Fourth-quarter 2025 adjusted EBITDA is expected to be between $20 million and $30 million, with brokerage gross margin of 12% to 13% and a low-single-digit percentage decline in brokerage volume.
New cost initiatives are expected to yield more than $30 million of savings.
RXO reported second-quarter 2025 revenue of $1.4 billion, up from $930 million a year earlier, and adjusted EBITDA of $38 million, up from $28 million. The company still posted a GAAP net loss of $9 million, compared with a $7 million loss in the second quarter of 2024, and gross margin fell to 17.8% from 19.0%. The company expects third-quarter 2025 adjusted EBITDA of $33 million to $43 million.
Revenue was $1.4 billion versus $930 million in Q2 2024; truck brokerage revenue was $1,025 million versus $543 million.
GAAP net loss was $9 million, or $0.05 per diluted share, versus a net loss of $7 million in Q2 2024; the GAAP loss included $10 million in transaction, integration, restructuring and other costs.
Adjusted EBITDA was $38 million, or 2.7% of revenue, versus $28 million, or 3.0%, in Q2 2024; adjusted diluted EPS was $0.04 versus $0.03.
Third-quarter 2025 outlook calls for adjusted EBITDA of $33 million to $43 million and Brokerage gross margin of 13.5% to 15.0%.
RXO reported first-quarter 2025 revenue of $1.4 billion, up from $913 million a year earlier, and adjusted EBITDA of $22 million, up from $15 million. GAAP net loss widened to $31 million from $15 million, including $20 million of transaction, integration, restructuring and other costs. The company also said Coyote coverage operations have moved onto its RXO Connect platform and raised its cash synergy estimate to more than $70 million.
Revenue was $1.433 billion versus $913 million in Q1 2024; gross margin was 16.0% versus 17.4%.
GAAP diluted loss per share was $0.18 versus $0.13; adjusted diluted loss per share was $0.03 in both periods.
Second-quarter 2025 outlook: adjusted EBITDA of $30 million to $40 million and Brokerage gross margin of 13% to 15%.
Cash synergy estimate raised to greater than $70 million, excluding cost-of-purchased-transportation opportunities.
RXO reported fourth-quarter 2024 revenue of $1.7 billion, up from $1.0 billion a year earlier, while swinging to a GAAP net loss of $20 million from net income of $2 million. Adjusted EBITDA rose to $42 million, but gross margin fell to 15.5% from 18.0%, and the company expects first-quarter 2025 adjusted EBITDA of $20 million to $30 million.
Q4 2024 GAAP diluted loss per share was $0.12; adjusted diluted EPS was $0.06, the same as in Q4 2023.
Q4 GAAP net loss included $34 million in transaction, integration, restructuring and other costs.
RXO expects Q1 2025 adjusted EBITDA of $20 million to $30 million and Brokerage gross margin of 12% to 14%.
The company raised its Coyote Logistics cost synergy estimate to at least $50 million annualized.
RXO reported third-quarter 2024 revenue of $1.04 billion, up from $976 million a year earlier, and adjusted EBITDA of $33 million, up from $26 million. The company posted a GAAP net loss of $243 million, which included $248 million in transaction, integration, restructuring and other costs, and it completed its Coyote Logistics acquisition on September 16, 2024.
Revenue was $1.04 billion versus $976 million in Q3 2023; gross margin was 17.3% versus 17.7%.
GAAP net loss was $243 million, or $1.81 per diluted share, versus a net loss of $1 million in Q3 2023; adjusted diluted EPS was $0.05.
Q4 2024 outlook: adjusted EBITDA of $40 million to $45 million and Brokerage gross margin of 12% to 14%.
Expected annualized cost synergies from Coyote integration were raised to at least $40 million.
RXO completed its purchase of Coyote Logistics from United Parcel Service on September 16, 2024, for approximately $1.025 billion in cash, subject to customary adjustments. RXO says the deal makes it the third-largest provider of brokered transportation in North America, though the filing does not report financial results or synergy estimates for the acquired business.
Purchase price: approximately $1.025 billion in cash, subject to customary adjustments
Closing Date: September 16, 2024; the seller is United Parcel Service of America, Inc. and related UPS entities
RXO says the combined company is now the third-largest provider of brokered transportation in North America
Filing includes audited 2023 and 2022 and unaudited June 30, 2024 financial statements of the acquired business, plus pro forma information
RXO agreed on September 9, 2024 to sell 19,230,770 shares of common stock at $26.00 per share, for about $500 million in gross proceeds and approximately $479 million in estimated net proceeds after offering expenses. The company said it intends to use the proceeds to finance a portion of its pending acquisition of Coyote Logistics from UPS, and that the offering is not contingent on that acquisition closing. The share sale adds new shares outstanding, which would dilute existing shareholders, and the underwriters also hold an option to buy up to 2,884,615 more shares.
Offering: 19,230,770 shares at $26.00 per share, upsized to $500 million in total gross proceeds
Estimated net proceeds of approximately $479 million, to fund part of the Coyote Logistics acquisition from UPS
RXO expects the Coyote acquisition to be completed by September 20, 2024; offering expected to close September 11, 2024
Underwriters have an option to purchase up to 2,884,615 additional shares
RXO agreed to sell 20,954,780 common shares at $20.21 per share, plus pre-funded warrants for 6,259,471 shares, to MFN Partners and Orbis Investments in a private placement with gross proceeds of about $550.0 million. The company plans to use the net proceeds to partially fund its pending acquisition of Coyote Logistics, and the placement is expected to close on August 13, 2024. Shareholders would see more shares outstanding once the placement closes and the warrants are exercised.
Common stock sold at $20.21 per share, the June 21, 2024 closing price before the Coyote Logistics agreement was announced.
Pre-funded warrants for 6,259,471 shares priced at $20.20 each, with $0.01 exercise price.
Investors agreed to a 120-day lock-up; RXO must file a resale registration statement within 90 days after closing.
Stockholder approval for part of the warrant shares must be sought no later than December 31, 2024.
RXO entered Amendment No. 4 to its revolving credit agreement on August 8, 2024, with Goldman Sachs Bank USA as administrative agent. The amendment extends the maturity of the $600 million revolving facility, adds a $200 million delayed draw term loan that may fund the Coyote Acquisition from UPS subsidiaries, and caps the consolidated leverage ratio at 4.50 to 1.00. The filing says the existing lenders also consented to the Coyote Acquisition under Amendment No. 3.
Revolving credit facility of $600 million; maturity extends five years once the term loan is funded or the Coyote conditions are met or waived.
$200 million delayed draw term loan may be used to fund the Coyote Acquisition under a Purchase Agreement dated June 21, 2024 with UPS subsidiaries.
Consolidated leverage ratio may not exceed 4.50 to 1.00; term loan amortization begins with the fiscal quarter ending December 31, 2026.
Lenders consented to the Coyote Acquisition in Amendment No. 3, dated July 31, 2024.
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