What changed in this filing

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Item 1. Business

2026-02-09 compared with 2025-02-27 · 22 added, 24 removed, 224 unchanged (17% of the section changed)

18 unchanged sentences

In addition, we offer technology-enabled managed expedite services that automate transportation procurement for time-critical freight moved by road and air charter carriers.

We also offer freight forwarding services, including facilitation of ocean and air transportation, customs brokerage and additional domestic services.

We also offer freight forwarding services, including facilitation of ocean and air transportation, customs brokerage and additional domestic services including middle mile.

Our last mile offering is an asset-light service that facilitates consumer deliveries performed by highly qualified third-party contractors.

1 unchanged sentence

population and serving a customer base of omnichannel and e-commerce retailers and direct-to-consumer manufacturers.

The Separation

On November 1, 2022, the Company completed its separation from XPO, Inc.

(formerly known as XPO Logistics, Inc.) (“XPO”) (the “Spin-off” or the “Separation”) and the Company's common stock began regular-way trading on the New York Stock Exchange under the ticker symbol “RXO.” RXO is a Delaware corporation, which was originally formed in May 2022.

The Separation was completed under a Separation and Distribution Agreement and various other agreements that govern aspects of the Company’s relationship with XPO, including, but not limited to, a Tax Matters Agreement (“TMA”), an Employee Matters Agreement, a Transition Services Agreement and an Intellectual Property License Agreement.

RXO’s common stock, par value of $0.01 per share, began trading on the New York Stock Exchange under the ticker symbol “RXO” on November 1, 2022.

RXO was incorporated as a Delaware corporation in May 2022.

The Coyote Acquisition

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.

On September 16, 2024, the Company acquired the technology-driven, asset-light 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.

(“UPS”) and certain subsidiaries of UPS.

We acquired Coyote for $1.038 billion in cash, subject to certain additional customary adjustments.

The purchase price was subsequently increased by $ 10 million for working capital and other post-closing adjustments totaling $ 10 million, which was paid in the first quarter of 2025.

The purchase price was subsequently increased by $10 million for working capital and other post-closing adjustments, which was paid in the first quarter of 2025.

Refer to Note 3 — Acquisition to the consolidated financial statements in this Annual Report on Form 10-K for disclosures regarding the Company’s acquisition of Coyote.

16 unchanged sentences

• Critical Scale in an Expanding Industry with Low Penetration :

We are one of the largest brokers of full truckload freight transportation in the United States, with a carrier pool that gives us access to vast truck capacity to serve high shipper demand for transportation.

We are one of the largest brokers of full truckload freight transportation in North America, with a carrier pool that gives us access to vast truck capacity to serve high shipper demand for transportation.

We are also well established as a freight broker of choice across diversified industry sectors, with a notable presence in the e-commerce and retail sectors and believe that shippers look to do business with brokers of greater scale.

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Our self-learning RXO Connect ® digital brokerage platform gives us a scalable framework to continually enhance our service, capture share and reduce costs.

This fully automated, cloud-based platform encompasses Freight Optimizer, as well as our mobile app, application programming interface (“API”) integrations, self-service dashboards and real-time functionality for transacting and tracking freight shipments.

This fully automated, cloud-based platform encompasses Freight Optimizer, as well as our mobile app, application programming interface integrations, self-service dashboards and real-time functionality for transacting and tracking freight shipments.

The technology gives shippers access to our growing transportation network and our valuable market data, and it gives independent truck drivers the ability to secure loads through our mobile app.

7 unchanged sentences

The diversification of our customer base minimizes concentration risk:

in 2024, our top 20 customers in total and our top five customers in total accounted for approximately 38% and 23% of our revenue, respectively, with our largest customer accounting for approximately 9.9% of revenue.

in 2025, our top 20 customers in total and our top five customers in total accounted for approximately 37% and 23% of our revenue, respectively.

Revenue from our largest customer represented approximately $653 million, or 11.4%, of total revenue.

Our customer end-markets are also highly diversified;

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some have larger customer bases, significantly more resources and more experience than we have.

Our competitors include C.H.

Our primary competitors include C.H.

Robinson, Echo Global Logistics, Expeditors, Forward Air, Flexport, J.B.

8 unchanged sentences

Department of Transportation (“DOT”).

Our motor carrier subsidiaries must comply with the safety and fitness regulations of the DOT, including those related to, without limitation, controlled substances and alcohol, hours-of service compliance, vehicle maintenance, hazardous materials compliance, driver fitness, unsafe driving, and minimum insurance requirements.

Our motor carrier subsidiaries must comply with the safety and fitness regulations of the DOT, including those related to, without limitation, controlled substances and alcohol, hours-of service compliance, vehicle maintenance, hazardous materials compliance, driver fitness and language proficiency, unsafe driving, and minimum insurance requirements.

These carriers are subject to the FMCSA’s Compliance Safety Accountability program, which uses a Safety Measurement System to rank motor carriers on seven categories of safety-related data, known as Behavioral Analysis and Safety Improvement Categories.

16 unchanged sentences

Because the cause of action is based on state law, and because what constitutes “negligence” is a question of fact that is decided by the jury, caselaw has not developed hard and fast rules regarding what constitutes lack of reasonable care in a carrier selection decision.

The United States Supreme Court recently accepted review of a negligent selection case against a broker and it will likely decide whether these state law negligence-based claims against brokers are preempted by federal law.

Regulations Affecting Warehouse Operators

37 unchanged sentences

Risk Management and Insurance

We maintain insurance for commercial automobile liability, commercial general liability, cargo legal liability, workers’ compensation and employers’ liability, umbrella and excess liability, cyber risk, and property coverage

with coverage limits, deductibles and self-insured retention levels that we believe are reasonable given the varying historical frequency, severity and timing of claims.

We participate in a combination of self-insurance programs, partially through our wholly-owned captive insurance company, and purchased insurance that are managed to provide for commercial automobile liability, commercial general liability, cargo legal liability, workers’ compensation and employers’ liability, umbrella and excess liability, cyber risk, and property coverage with coverage limits, deductibles and self-insured retention levels that we believe are reasonable given the varying historical frequency, severity and timing of claims.

Our volumes are typically higher in the fourth quarter due to peak season demand for our services from our customers in the consumer and transportation sectors.

8 unchanged sentences

We center our program efforts on professional development, competitive compensation, and dedicated loyalty to empowering a safe and purposeful experience for our team members and their families.

As of December 31, 2024, we operated with 9,873 team members 7,540 full-time and part-time employees and 2,333 temporary workers.

Of these employees, 34% were in hourly roles and 66% were in salaried positions.

Approximately 36% of our employees are female.

Additionally, as of December 31, 2024, fewer than 20 of these employees were covered by a collective bargaining agreement.

As of December 31, 2025, we operated with 9,218 team members, including 6,906 full-time and part-time employees (“regular employees”) and 2,312 temporary workers.

Of our regular employees, 36% were in hourly roles and 64% were in salaried positions, and 36% are female.

As of December 31, 2025, fewer than 20 employees were covered by a collective bargaining agreement.

RXO Workforce (1)

12 unchanged sentences

We attract candidates from a variety of talent sources and build our pipeline by offering rewarding and challenging career opportunities.

We create exceptional employee training experiences that are innovative and collaborative, and we believe it starts by listening to our people.

We create exceptional employee training experiences that are innovative and collaborative, and we believe they start by listening to our people.

We garner feedback from our employees through many channels, including surveys, roundtables, town halls, and leadership forums.

15 unchanged sentences

Drew Wilkerson 42

Chief Executive Officer

Chairman of the Board and Chief Executive Officer

James Harris 63

7 unchanged sentences

and in February 2020, he was named president of XPO’s North American transportation division, with P&L responsibility for truck brokerage, expedite, intermodal, drayage, managed transportation, last mile and freight forwarding.

He served in this role until the Separation.

He served in this role until the spin-off of RXO from XPO in November 2022.

Prior to XPO, Mr.

2 unchanged sentences

James Harris is a career CFO with over 37 years of experience in B2B sectors, including two decades with public companies.

He served as chief financial officer of XPO’s North American transportation division from September 2022, until the Separation.

He served as chief financial officer of XPO’s North American transportation division from September 2022, until the spin-off of RXO from XPO in November 2022.

Prior to XPO, he was CFO and treasurer of SPX Technologies from August 2020 to September 2022, and earlier held positions as CFO and then interim CEO of Elevate Textiles, Inc.

4 unchanged sentences

He serves on the board of trustees of Appalachian State University.

Jeff Firestone served as chief legal officer of XPO’s North American transportation division from August 2022 until the separation.

Jeff Firestone served as chief legal officer of XPO’s North American transportation division from August 2022 until the spin-off of RXO from XPO in November 2022.

Prior to XPO, he held senior legal positions with United Parcel Service during a 22-year tenure, including executive legal responsibility for corporate matters, litigation, governance, compliance and risk mitigation.

2 unchanged sentences

Available Information

Securities and Exchange Commission (the “SEC”) maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov .

Our corporate website is www.rxo.com .

5 unchanged sentences

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-K

Item 1. Business