What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 76 added, 53 removed, 340 unchanged (28% of the section changed)

1 unchanged sentence

Condensed Consolidated Balance Sheets

June 30, December 31,

September 30, December 31,

(Dollars in millions, shares in thousands, except per share amounts) 2025 2024

29 unchanged sentences

10,000 shares authorized;

0 shares issued and outstanding as of June 30, 2025 and December 31, 2024

0 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value;

300,000 shares authorized;

163,970 and 162,517 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

164,103 and 162,517 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,922 1,904

5 unchanged sentences

Condensed Consolidated Statements of Operations

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

Three Months Ended September 30, Nine Months Ended September 30,

(Dollars in millions, shares in thousands, except per share amounts) 2025 2024 2025 2024

6 unchanged sentences

Restructuring costs 4 2 21 15

Operating income (loss) $ — $ — $ ( 30 ) $ ( 12 )

Other expense 2 — 2 1

Operating loss $ ( 7 ) $ ( 20 ) $ ( 37 ) $ ( 32 )

Other expense (income) ( 1 ) 216 1 217

Interest expense, net 9 6 26 22

Loss before income taxes $ ( 15 ) $ ( 242 ) $ ( 64 ) $ ( 271 )

Income tax benefit ( 1 ) ( 1 ) ( 9 ) ( 7 )

Income tax provision (benefit) ( 1 ) 1 ( 10 ) ( 6 )

Net loss $ ( 14 ) $ ( 243 ) $ ( 54 ) $ ( 265 )

7 unchanged sentences

Condensed Consolidated Statements of Comprehensive Loss

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

Three Months Ended September 30, Nine Months Ended September 30,

(In millions) 2025 2024 2025 2024

6 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions) 2025 2024

5 unchanged sentences

Deferred tax benefit ( 15 ) ( 12 )

Deemed non-pro rata distribution — 216

Impairment of operating lease assets 3 —

4 unchanged sentences

Accrued expenses, other current liabilities and other long-term liabilities ( 73 ) 15

Net cash provided by operating activities 21 2

Net cash provided by (used in) operating activities 44 ( 5 )

Investing activities

7 unchanged sentences

Repayment of borrowings on revolving credit facilities ( 438 ) ( 193 )

Proceeds from issuance of common stock and pre-funded warrants — 1,125

Payment for equity issuance costs ( 1 ) ( 30 )

16 unchanged sentences

(Dollars in millions, shares in thousands) Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity

Balance as of March 31, 2025 163,912 $ 2 $ 1,908 $ ( 315 ) $ ( 8 ) $ 1,587

Balance as of June 30, 2025 163,970 $ 2 $ 1,915 $ ( 324 ) $ ( 5 ) $ 1,588

Net loss — — — ( 14 ) — ( 14 )

Other comprehensive income — — — — 3 3

Other comprehensive loss — — — — ( 1 ) ( 1 )

Stock compensation expense — — 8 — — 8

Vesting of stock compensation awards 133 — — — — —

Balance as of June 30, 2025 163,970 $ 2 $ 1,915 $ ( 324 ) $ ( 5 ) $ 1,588

Tax withholdings related to vesting of stock compensation awards — — ( 1 ) — — ( 1 )

Balance as of September 30, 2025 164,103 $ 2 $ 1,922 $ ( 338 ) $ ( 6 ) $ 1,580

(Dollars in millions, shares in thousands) Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity

5 unchanged sentences

Tax withholdings related to vesting of stock compensation awards — — ( 4 ) — — ( 4 )

Balance as of June 30, 2025 163,970 $ 2 $ 1,915 $ ( 324 ) $ ( 5 ) $ 1,588

Balance as of September 30, 2025 164,103 $ 2 $ 1,922 $ ( 338 ) $ ( 6 ) $ 1,580

(Dollars in millions, shares in thousands) Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity

Balance as of March 31, 2024 117,544 $ 1 $ 593 $ ( 9 ) $ ( 3 ) $ 582

Balance as of June 30, 2024 117,607 $ 1 $ 599 $ ( 16 ) $ ( 5 ) $ 579

Net loss — — — ( 243 ) — ( 243 )

2 unchanged sentences

Vesting of stock compensation awards 113 — — — — —

Balance as of June 30, 2024 117,607 $ 1 $ 599 $ ( 16 ) $ ( 5 ) $ 579

Tax withholdings related to vesting of stock compensation awards — — ( 2 ) — — ( 2 )

Deemed non pro-rata distribution — — 216 — — 216

Issuance of common stock and pre-funded warrants, net of issuance costs 43,070 1 1,095 — — 1,096

Balance as of September 30, 2024 160,790 $ 2 $ 1,914 $ ( 259 ) $ ( 5 ) $ 1,652

(Dollars in millions, shares in thousands) Shares Amount Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total Equity

5 unchanged sentences

Tax withholdings related to vesting of stock compensation awards — — ( 4 ) — — ( 4 )

Balance as of June 30, 2024 117,607 $ 1 $ 599 $ ( 16 ) $ ( 5 ) $ 579

Deemed non-pro rata distribution — — 216 — — 216

Issuance of common stock and pre-funded warrants, net of issuance costs 43,070 1 1,095 — — 1,096

Balance as of September 30, 2024 160,790 $ 2 $ 1,914 $ ( 259 ) $ ( 5 ) $ 1,652

See accompanying notes to condensed consolidated financial statements.

15 unchanged sentences

In management’s opinion, the condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of financial condition, results of operations and cash flows for the interim periods presented.

Operating results for the three and six months ended months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Significant Accounting Policies

Our significant accounting policies are disclosed in Note 2 to the 2024 Form 10-K.

There have been no material changes to the Company’s significant accounting policies as of June 30, 2025.

There have been no material changes to the Company’s significant accounting policies as of September 30, 2025.

Restricted Cash

As of June 30, 2025, our restricted cash included in Other current assets on our Condensed Consolidated Balance Sheets was $ 1 million.

As of September 30, 2025, our restricted cash included in Other current assets on our Condensed Consolidated Balance Sheets was $ 1 million.

Accounting Pronouncements Issued but Not Yet Effective

7 unchanged sentences

We are currently evaluating the impact of the new guidance.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which introduces a practical expedient (for all entities) and an accounting policy election for non-public entities when estimating expected credit losses for current receivables and contract assets under Accounting Standards Codification 606.

The standard is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years, and early adoption is permitted.

The amendments are applied prospectively, and eligible entities can choose to apply the practical expedient and accounting policy election, with required disclosures.

We are currently evaluating the potential impact of the new guidance.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.” The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

This standard is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, and early adoption is permitted.

We are currently evaluating the potential impact of the new guidance.

On July 4, 2025, the U.S.

3 unchanged sentences

The legislation has various effective dates of implementation from 2025 through 2027.

The Company is currently evaluating the impact of these tax law changes on the effective tax rate, deferred tax assets and liabilities, and cash taxes payable.

The Company evaluated the impact of these tax law changes on the effective tax rate and determined that there was no material impact to our income tax expense or effective tax rate.

On September 16, 2024 (the “acquisition date”), the Company acquired the technology-driven, asset-light based truckload freight brokerage services business, as well as certain assets used to conduct haulage, dedicated transport and warehousing services in the United Kingdom (collectively, “Coyote”), from United Parcel Service of America, Inc.

4 unchanged sentences

The Transaction was accounted for under the acquisition method of accounting.

The purchase price was preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date.

The following table summarizes the preliminary allocation of consideration to Coyote’s identifiable tangible and intangible assets acquired and liabilities assumed by the Company at the acquisition date.

The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date.

The following table summarizes the final allocation of the purchase price to Coyote’s identifiable tangible and intangible assets acquired and liabilities assumed by the Company at the acquisition date.

During the measurement period, adjustments to the preliminary purchase price allocation were made primarily to reflect the final valuation of acquired identifiable intangible assets, property and equipment, self-insured liabilities and deferred tax liabilities.

(In millions)

21 unchanged sentences

Goodwill recognized in the Transaction is not expected to be deductible for tax purposes.

The fair values of the assets acquired and liabilities assumed are considered preliminary and subject to adjustment as additional information is obtained and reviewed.

The final allocation of the purchase price may differ from the preliminary allocation based on completion of the valuation.

The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the acquisition date.

The following table summarizes the preliminary purchase price allocated to the identifiable intangible assets acquired:

The following table summarizes the purchase price allocated to the identifiable intangible assets acquired:

(In millions) Fair Value Weighted Average Useful Life (Years)

5 unchanged sentences

The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition been completed as of January 1, 2023 or of the results of our future operations of the combined business.

(In millions) Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

(In millions) Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Revenue $ 1,574 $ 4,723

2 unchanged sentences

The tables below provide information about the Company’s reportable segment:

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

Three Months Ended September 30, Nine Months Ended September 30,

(In millions) 2025 2024 2025 2024

14 unchanged sentences

(1) Excludes unallocated corporate expenses and other costs.

(In millions) June 30, 2025 December 31, 2024

(In millions) September 30, 2025 December 31, 2024

Segment assets $ 3,144 $ 3,345

6 unchanged sentences

Approximately 7 % and 8 % of our revenues were generated outside the U.S.

(primarily in Canada, Mexico, Europe and Asia) for the three months ended June 30, 2025 and 2024, respectively.

(primarily in Canada, Mexico, Europe and Asia) for the three months ended September 30, 2025 and 2024, respectively.

Approximately 7 % and 8 % of our revenues were generated outside the U.S.

(primarily in Canada, Mexico, Europe and Asia) for the six months ended June 30, 2025 and 2024, respectively.

(primarily in Canada, Mexico, Europe and Asia) for the nine months ended September 30, 2025 and 2024, respectively.

Our revenue disaggregated by service offering is as follows:

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

Three Months Ended September 30, Nine Months Ended September 30,

(In millions) 2025 2024 2025 2024

5 unchanged sentences

Our revenue disaggregated by industry sector is as follows:

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

Three Months Ended September 30, Nine Months Ended September 30,

(In millions) 2025 2024 2025 2024

10 unchanged sentences

(i) have original expected durations of one year or less or (ii) contain variable consideration.

As of June 30, 2025, the fixed consideration component of our remaining performance obligations was approximately $ 22 million, and we expect approximately 98 % of that amount to be recognized over the next 3 years and the remainder thereafter.

As of September 30, 2025, the fixed consideration component of our remaining performance obligations was approximately $ 16 million, and we expect approximately 94 % of that amount to be recognized over the next 3 years and the remainder thereafter.

We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to contract revisions or terminations.

3 unchanged sentences

The following is a rollforward of the Company’s restructuring activity:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(In millions) Reserve Balance

December 31, 2024 Charges Incurred Payments Reserve Balance

June 30, 2025

September 30, 2025

Severance $ 5 $ 12 $ ( 13 ) $ 4

1 unchanged sentence

Total $ 20 $ 21 $ ( 19 ) $ 22

We expect the majority of the cash outlays related to the remaining restructuring liability at June 30, 2025 to be complete within twelve months.

We expect the majority of the cash outlays related to the remaining severance restructuring liability at September 30, 2025 to be completed within twelve months.

Cash outlays related to the remaining equipment and facilities restructuring liability at September 30, 2025 will be completed over the remaining term of the impaired leases.

The following table summarizes the principal balance and carrying value of our debt:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions) Principal Balance Carrying Value Principal Balance Carrying Value

6 unchanged sentences

Total long-term debt and obligations under finance leases $ 391 $ 387 $ 357 $ 351

(1) The carrying value of the 7.50 % Notes due 2027 is presented net of unamortized debt issuance cost and discount of $ 5 million and $ 6 million as of June 30, 2025 and December 31, 2024, respectively.

(1) The carrying value of the 7.50 % Notes due 2027 is presented net of unamortized debt issuance cost and discount of $ 4 million and $ 6 million as of September 30, 2025 and December 31, 2024, respectively.

Revolving Credit Facilities

2 unchanged sentences

The Company is required to pay a commitment fee on any unused commitment, based on pricing levels set forth in the agreement.

The effective interest rate on the Revolver was 8.00 % as of June 30, 2025.

The effective interest rate on the Revolver was 7.75 % as of September 30, 2025.

On November 2, 2023, the Company exercised a feature to increase the total commitments under the Revolver from $ 500 million to $ 600 million.

2 unchanged sentences

On August 8, 2024, the Company and lenders entered into an amendment, which, following the completion of the Coyote acquisition on September 16, 2024, increased the Company’s maximum consolidated leverage ratio to not greater than 4.50 :1.00.

At June 30, 2025, the Company was in compliance with the covenants of the Revolver.

There were no letters of credit outstanding on the Revolver at June 30, 2025.

At September 30, 2025, the Company was in compliance with the covenants of the Revolver.

There were no letters of credit outstanding on the Revolver at September 30, 2025.

In addition, the amendment extended, upon the completion date of the Coyote acquisition, the Revolver maturity date five years from the amendment date to September 16, 2029.

To the extent there is more than $ 50 million of the Company’s Notes (as defined below) outstanding on the date that is 91 days prior to the earlier of the extended maturity date and the maturity date of the Notes, then the extended maturity date will be subject to a springing earlier maturity date that is 91 days prior to the earlier of the extended maturity date and the Notes maturity date, unless the Notes are refinanced or replaced with debt that matures at least 91 days after the extended maturity date.

As of September 30, 2025, the Company had $ 565 million committed under the Revolver, net of outstanding borrowings.

As of September 30, 2025, the Company’s available borrowing capacity under the Revolver, after giving effect to the financial covenants described above, was $ 383 million.

We also have a non-U.S.

revolving credit facility with a maximum commitment of approximately $ 16 million.

This facility has a one-year term and we had $ 14 million outstanding as of June 30, 2025 classified as short-term debt.

This facility has a one-year term and we had $ 14 million outstanding as of September 30, 2025 classified as short-term debt.

On October 25, 2022, we completed an offering of $ 355 million in aggregate principal amount of unsecured notes (the “Notes” or the “ 7.50 % Notes due 2027”).

1 unchanged sentence

The Notes were issued at an issue price of 98.962 % of par.

The effective interest rate on the Notes was 8.13 % as of June 30, 2025.

The effective interest rate on the Notes was 8.13 % as of September 30, 2025.

We may redeem the Notes, in whole or in part, at any time at a redemption price equal to (i) 103.750 % of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on November 15, 2024, (ii) 101.875 % of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on November 15, 2025 and (iii) 100 % of the principal amount to be redeemed if the redemption occurs on or after November 15, 2026, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

2 unchanged sentences

The Notes contain covenants customary for debt securities of this nature.

At June 30, 2025, the Company was in compliance with the covenants of the Notes.

At September 30, 2025, the Company was in compliance with the covenants of the Notes.

Fair Value Measurements

8 unchanged sentences

The Company bases its fair value estimates on market assumptions and available information.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and short-term debt and current maturities of long-term debt approximated their fair values as of June 30, 2025 and December 31, 2024, due to their short-term nature and/or being receivable or payable on demand.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and short-term debt and current maturities of long-term debt approximated their fair values as of September 30, 2025 and December 31, 2024, due to their short-term nature and/or being receivable or payable on demand.

The fair value of our debt and classification in the fair value hierarchy is as follows:

(In millions) Level June 30, 2025 December 31, 2024

(In millions) Level September 30, 2025 December 31, 2024

Revolver 3 $ 35 $ —

3 unchanged sentences

Stockholders’ Equity

In connection with the private placement common stock issuance completed in August 2024, a deemed non-pro rata distribution of $ 216 million was recorded within Other expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, based on the difference between the issuance price and the closing market price of common stock on August 12, 2024, the effective date of the private placement.

On May 2, 2023, the Company’s Board of Directors authorized the repurchase of up to $ 125 million of the Company’s common stock (the “2023 Share Repurchase Program”).

During 2023, the Company repurchased 100,000 shares of its common stock for $ 2 million at an average price of $ 20.53 per share, funded by available cash.

There were no share repurchases under the 2023 Share Repurchase Program in the three or six months ended June 30, 2025.

As of June 30, 2025, $ 123 million remained approved to be used for share repurchases under the 2023 Share Repurchase Program.

There were no share repurchases under the 2023 Share Repurchase Program in the three or nine months ended September 30, 2025.

As of September 30, 2025, $ 123 million remained approved to be used for share repurchases under the 2023 Share Repurchase Program.

The 2023 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time at the discretion of the Company’s Board of Directors.

2 unchanged sentences

The computations of basic and diluted loss per share are as follows:

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

Three Months Ended September 30, Nine Months Ended September 30,

(Dollars in millions, shares in thousands, except per share data) 2025 2024 2025 2024

27 unchanged sentences

Pursuant to the Separation and Distribution Agreement, RXO has agreed to indemnify XPO for certain matters relating to RXO, including indemnifying XPO from and against any liabilities, damages, costs, or expenses incurred by XPO arising out of or resulting from the misclassification claims.

We continue to believe the misclassification claims are without merit and we intend to defend the Company vigorously in these matters.

In one of the misclassification claims, Gonzalez v.

RXO Last Mile, Inc.

, we recently reached an agreement to settle the matter for an immaterial amount without admitting any liability.

We have accrued the full amount of the settlement.

We continue to believe the other misclassification claims are without merit and we intend to defend the Company vigorously in these matters.

We do not believe that the incurrence of a loss is probable at this time and, accordingly, we have not accrued for any losses in these matters.

Further, the plaintiffs have not quantified damages sought in the misclassification claims and we are unable at this time to determine the amount of the possible loss or range of loss, if any, that we may incur as a result of the misclassification claims.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements