Every material Form 8-K RXO filed with the SEC in 2026, 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every RXO filing is on SEC EDGAR ↗. 8-K briefs of other companies →