What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 97 added, 147 removed, 269 unchanged (48% of the section changed)

1 unchanged sentence

Condensed Consolidated Balance Sheets

September 30, December 31,

March 31, December 31,

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

29 unchanged sentences

10,000 shares authorized;

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

0 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.01 par value;

300,000 shares authorized;

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

164,867 and 164,160 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,934 1,929

5 unchanged sentences

Condensed Consolidated Statements of Operations

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

Three Months Ended March 31,

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

7 unchanged sentences

Operating loss $ ( 28 ) $ ( 30 )

Other expense (income) ( 1 ) 216 1 217

Other expense 1 —

Debt extinguishment loss 11 —

Interest expense, net 9 9

Loss before income taxes $ ( 49 ) $ ( 39 )

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

Income tax benefit ( 13 ) ( 8 )

Net loss $ ( 36 ) $ ( 31 )

7 unchanged sentences

Condensed Consolidated Statements of Comprehensive Loss

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

Three Months Ended March 31,

(In millions) 2026 2025

6 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions) 2026 2025

5 unchanged sentences

Deferred tax benefit ( 15 ) ( 11 )

Deemed non-pro rata distribution — 216

Impairment of operating lease assets 4 4

Debt extinguishment loss 11 —

Changes in assets and liabilities

3 unchanged sentences

Accrued expenses, other current liabilities and other long-term liabilities ( 36 ) ( 15 )

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

Net cash used in operating activities ( 7 ) ( 2 )

Investing activities

Payment for purchases of property and equipment ( 17 ) ( 15 )

Proceeds from sale of property and equipment 1 —

Business acquisition, net of cash acquired — ( 10 )

Other ( 4 ) —

Net cash used in investing activities ( 17 ) ( 25 )

2 unchanged sentences

Repayment of borrowings on revolving credit facilities ( 324 ) ( 265 )

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

Payment for equity issuance costs ( 1 ) ( 30 )

Payment for tax withholdings related to vesting of stock compensation awards ( 20 ) ( 4 )

Proceeds from issuance of debt 400 —

Repurchase of debt ( 362 ) —

Repayment of debt and finance leases ( 1 ) —

Payment for debt issuance costs ( 8 ) —

Payment for tax withholdings related to vesting of stock compensation awards ( 2 ) ( 17 )

Other — ( 11 )

10 unchanged sentences

Accrued tax withholdings related to vesting of stock compensation awards 1 1

Debt issuance costs in accrued expenses 1 —

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

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

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

Balance as of December 31, 2025 164,160 $ 2 $ 1,929 $ ( 384 ) $ ( 6 ) $ 1,541

Net loss — — — ( 36 ) — ( 36 )

3 unchanged sentences

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

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

Balance as of March 31, 2026 164,867 $ 2 $ 1,934 $ ( 420 ) $ ( 7 ) $ 1,509

(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 — — ( 3 ) — — ( 3 )

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

Net loss — — — ( 243 ) — ( 243 )

Other comprehensive loss

Stock compensation expense — — 6 — — 6

Vesting of stock compensation awards 113 — — — — —

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

Balance as of December 31, 2023 117,026 $ 1 $ 590 $ 6 $ ( 3 ) $ 594

Net loss — — — ( 265 ) — ( 265 )

Other comprehensive loss — — — — ( 2 ) ( 2 )

Stock compensation expense — — 17 — — 17

Vesting of stock compensation awards 694 — — — — —

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

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

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

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 nine months ended September 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 months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Significant Accounting Policies

Our significant accounting policies are disclosed in Note 2 to the 2025 Form 10-K.

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

There have been no material changes to the Company’s significant accounting policies as of March 31, 2026.

Restricted Cash

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

As of March 31, 2026, our restricted cash included in Other current assets on our Condensed Consolidated Balance Sheets was $ 1 million.

Adoption of New Accounting Standard

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 (“ASU 2025-09”), which creates a new optional practical expedient related to the estimation of future expected credit losses on accounts receivable.

If elected, this expedient removes the requirement, when estimating expected credit losses, to consider changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth.

Instead, companies electing the practical expedient may assume that current conditions as of the balance sheet date will not change for the remaining life of the asset.

The amendments in ASU 2025-05 are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years.

We adopted this standard on January 1, 2026, on a prospective basis.

The adoption did not have an impact on our condensed consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” The ASU seeks to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information.

The amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis.

The Company will adopt this standard beginning with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

The Company does not expect the adoption to have a material impact on our annual financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses.” The ASU seeks to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses in commonly presented expense captions.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 seeks to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses in commonly presented expense captions.

The amendments are effective for annual periods beginning after December 15, 2026 and interim reporting periods after December 15, 2027 on either a prospective or retrospective basis.

1 unchanged sentence

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.

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 improves the operability of the accounting for internal-use software 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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting.

ASU 2025-11 provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

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

(“UPS”) and certain subsidiaries of UPS (the “Transaction”).

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, which was paid in the first quarter of 2025.

We believe the acquisition of Coyote enhances our competitive position with greater scale, a broader array of service offerings and strengths in a more diverse set of end markets.

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

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)

Cash and cash equivalents $ 19

Accounts receivable 394

Other current assets 31

Property and equipment 25

Identifiable intangible assets 459

Operating lease assets 88

Other long-term assets 19

Total assets $ 1,035

Accounts payable $ ( 209 )

Accrued expenses ( 62 )

Short-term operating lease liabilities ( 17 )

Deferred tax liabilities ( 80 )

Long-term operating lease liabilities ( 70 )

Other long-term liabilities ( 41 )

Total liabilities $ ( 479 )

Net assets acquired $ 556

Purchase price $ 1,048

Goodwill recorded $ 492

The purchase price exceeded the estimated fair value of the net assets acquired, and, as such, the excess was allocated to goodwill.

Goodwill will not be amortized but instead will be reviewed for impairment at least annually, absent any indicators of impairment.

Goodwill is attributable to synergies expected to be achieved from the combined operations of the Company and Coyote and the assembled workforce.

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

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

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

Customer relationships $ 444 15

Trademarks 15 4

Total $ 459 15

The following unaudited pro forma financial information presents the Company’s results of operations as if the Coyote acquisition occurred on January 1, 2023.

The unaudited pro forma information includes adjustments for intangible assets acquired and elimination of historical intercompany transactions between RXO and Coyote.

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 September 30, 2024 Nine Months Ended September 30, 2024

Revenue $ 1,574 $ 4,723

Loss before income taxes ( 29 ) ( 61 )

Certain provisions of the Act that were in effect for fiscal 2025 were reflected in our consolidated financial statements for the year ended December 31, 2025.

The Act did not have any material impact on our effective tax rate or cash flow for the first quarter of 2026.

Segment Reporting

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

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

Three Months Ended March 31,

(In millions) 2026 2025

3 unchanged sentences

Sales, general and administrative expense (1)

197 149 602 436

Other expense 1 ( 1 ) 1 —

Segment adjusted EBITDA $ 17 $ 29

4 unchanged sentences

Other expense 1 —

Debt extinguishment loss 11 —

Interest expense, net 9 9

1 unchanged sentence

(1) Excludes unallocated corporate expenses and other costs.

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

(In millions) March 31, 2026 December 31, 2025

Segment assets $ 3,170 $ 3,207

6 unchanged sentences

Approximately 7 % and 6 % of our revenues were generated outside the U.S.

(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 nine months ended September 30, 2025 and 2024, respectively.

(primarily in Canada, Mexico, Europe and Asia) for the three months ended March 31, 2026 and 2025, respectively.

Our revenue disaggregated by service offering is as follows:

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

Three Months Ended March 31,

(In millions) 2026 2025

5 unchanged sentences

Our revenue disaggregated by industry sector is as follows:

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

Three Months Ended March 31,

(In millions) 2026 2025

10 unchanged sentences

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

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.

As of March 31, 2026, the fixed consideration component of our remaining performance obligation was approximately $ 55 million, and we expect approximately 93 % of that amount to be recognized over the next four 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.

2 unchanged sentences

These actions generally include severance and impairment of real estate and equipment operating lease assets, and are intended to improve our efficiency and profitability going forward.

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

Nine Months Ended September 30, 2025

The following is a roll-forward of the Company’s restructuring activity:

Three Months Ended March 31, 2026

(In millions) Reserve Balance

December 31, 2024 Charges Incurred Payments Reserve Balance

September 30, 2025

December 31, 2025 Charges Incurred Payments

Reserve Balance

March 31, 2026

Severance $ 8 $ 3 $ ( 5 ) $ — $ 6

1 unchanged sentence

Total $ 27 $ 7 $ ( 8 ) $ 3 $ 29

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.

We expect the majority of the cash outlays related to the remaining severance restructuring liability at March 31, 2026 to be complete within twelve months.

Cash outlays related to the remaining equipment and facilities restructuring liability at March 31, 2026 will be completed over the remaining term of the impaired leases.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

Revolver $ — $ — $ 35 $ 35

ABL Facility 35 35 — —

7.50 % Notes due 2027 (1)

355 351 355 349

6.375 % Notes due 2031 (2)

Finance leases, asset financing and short-term debt 18 18 18 18

2 unchanged sentences

Total long-term debt and obligations under finance leases $ 436 $ 430 $ 391 $ 387

(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.

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

(2) The carrying value of the 6.375 % Notes due 2031 is presented net of unamortized debt issuance cost of $ 6 million as of March 31, 2026.

Revolving Credit Facilities

On October 18, 2022, we entered into a five-year , $ 500 million unsecured multi-currency revolving credit facility (the “Revolver”), with $ 50 million available for the issuance of letters of credit.

Loans under the Revolver bear interest at a fluctuating rate plus an applicable margin based on the Company’s credit ratings, with interest payable quarterly.

On February 5, 2026 we entered into an asset-based revolving credit facility (the “ABL Facility”) and used p roceeds from loans under the ABL Facility to repay and terminate our previous revolving credit agreement (the “Revolver”).

The ABL Facility matures on February 5, 2031.

The aggregate commitment of all lenders under the ABL Facility is $ 450 million , with the option to request an increase in the revolving commitment by up to the greater of $ 200 million and the amount, if positive, by which the borrowing base exceeds the aggregate commitments of the lenders, not to exceed 5 % of the aggregate amount of the commitments of the lenders at such time.

A portion of the ABL Facility, not to exceed $ 100 million , is available for the issuance of letters of credit.

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 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.

The covenants in the Revolver are customary for financings of this type.

The Revolver requires the Company to maintain a minimum interest coverage ratio of not less than 3.00 :1.00.

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 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.

The ABL Facility is secured by a first priority perfected security interest (subject to customary exceptions) in all assets of the credit parties, whether consisting of personal, tangible or intangible property;

provided that all interests in fee-owned real property and all leasehold interests in real property are excluded.

Amounts available to be drawn under the ABL Facility are determined by calculating the applicable borrowing base, which is based upon applicable percentages of the values of eligible investment grade accounts receivable, eligible non-investment grade accounts receivable, eligible unbilled accounts receivable, and eligible liquid assets, less reserves.

As of March 31, 2026, the Company had $ 365 million available under the ABL Facility, net of $ 35 million of outstanding borrowings and $ 50 million of outstanding letters of credit.

Outstanding amounts under the ABL Facility bear interest at a rate per annum equal to, at the Company’s election:

(i) a base rate plus an applicable margin or (ii) an adjusted term SOFR plus an applicable margin;

interest is payable monthly or quarterly, at the Company’s election.

The effective interest rate on the ABL Facility was 4.92 % as of March 31, 2026.

Subject to customary exceptions and restrictions, the Company may voluntarily prepay outstanding amounts under the ABL Facility at any time without premium or penalty.

Any voluntary prepayments made will not reduce commitments under the ABL Facility.

The ABL Facility contains mandatory prepayment provisions which require prepayment of amounts outstanding under the ABL Facility (i) upon the receipt of proceeds from the issuance of any non-permitted indebtedness and (ii) when there is an availability shortfall.

The ABL Facility contains customary representations and warranties, events of default and financial, affirmative and negative covenants for facilities of this type, including, but not limited to, financial covenants relating to a fixed charge coverage ratio, a minimum liquidity requirement and a minimum excess availability requirement, and restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, specified agreements, restricted payments and prepayment of certain indebtedness.

At March 31, 2026 , the Company was in compliance with the covenants of the ABL Facility.

We also have a non-U.S.

revolving credit facility with a maximum commitment of approximately $ 17 million.

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”).

The Notes bear interest at a rate of 7.50 % per annum payable semiannually in cash in arrears on May 15 and November 15 of each year, beginning May 15, 2023, and mature on November 15, 2027, unless earlier repurchased or redeemed, if applicable.

This facility has a one-year term and we had $ 15 million outstanding as of March 31, 2026 classified as short-term debt.

On February 20, 2026 (the “Redemption Date”), the Company completed the redemption (the “Redemption”) of all of its outstanding 7.50 % Notes due 2027 (the “ 2027 Notes” or the “ 7.50 % Notes due 2027 ”).

The 2027 Notes were redeemed using a portion of the net proceeds from the offering of the 2031 Notes at a redemption price of 101.875 % of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date.

We recorded a debt extinguishment loss of $ 11 million in the first quarter of 2026 due to the Redemption.

On February 20, 2026 , we completed an offering of $ 400 million in aggregate principal amount of unsecured notes (the “ 2031 Notes” or the “ 6.375 % Notes due 2031 ”).

The 2031 Notes bear interest at a rate of 6.375 % per annum payable semiannually in cash in arrears on May 15 and November 15 of each year, beginning November 15, 2026 , and mature on May 15, 2031 , unless repurchased or redeemed earlier, if applicable.

The 2031 Notes were issued at an issue price of 100.00 % of par.

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.

The effective interest rate on the 2031 Notes was 6.71 % as of March 31, 2026 .

We may redeem the 2031 Notes in whole or in part on or after May 15, 2028, at redemption prices of 103.188 % or 101.594 % of the principal amount thereof if the redemption occurs during the 12-month period beginning on May 15, 2028 or 2029, respectively, and a redemption price of 100 % of the principal amount thereof if the redemption occurs on or after May 15, 2030, in each case plus accrued and unpaid interest to, but excluding, the redemption date.

Prior to May 15, 2028, the Company may redeem up to 40 % of the aggregate principal amount of the 2031 Notes (calculated after giving effect to any issuance of additional notes) with an amount equal to the net cash proceeds of one or more equity offerings, at a price equal to 106.375 % of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date, provided that at least 50 % of the original aggregate principal amount of the 2031 Notes (calculated after giving effect to any issuance of additional notes) remains outstanding after the redemption.

Prior to May 15, 2028, the Company also may redeem the 2031 Notes in whole or in part at a redemption price equal to 100.00 % of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date plus a “make-whole” premium.

The 2031 Notes are guaranteed by each of our direct and indirect wholly-owned domestic subsidiaries (other than certain excluded subsidiaries).

1 unchanged sentence

The 2031 Notes contain covenants customary for debt securities of this nature.

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

At March 31, 2026, the Company was in compliance with the covenants of the 2031 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 September 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 March 31, 2026 and December 31, 2025, 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 September 30, 2025 December 31, 2024

(In millions) Level March 31, 2026 December 31, 2025

Revolver 3 $ — $ 35

ABL Facility 3 35 —

7.50 % Notes due 2027

6.375 % Notes due 2031

We valued Level 1 debt using quoted prices in active markets.

We valued Level 3 debt using unobservable inputs, which reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

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 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.

We are not obligated to repurchase any specific number of shares or use a specific dollar amount of the approved and remaining $ 123 million.

Earnings per Share

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

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

Three Months Ended March 31,

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

7 unchanged sentences

Antidilutive shares excluded from diluted weighted-average common shares 1,458 1,512

Approximately 1.3 million share-based awards with market conditions were excluded from the diluted loss per share calculation and were not considered anti-dilutive because the market conditions were not satisfied as of March 31, 2026 .

Commitments and Contingencies

15 unchanged sentences

Our last mile subsidiary is involved in several class action and collective action cases involving misclassification claims.

The misclassification claims relate solely to our last mile business, which operated as a wholly owned subsidiary of XPO until the spin-off of RXO was completed.

The misclassification claims relate solely to our last mile business, which operated as a wholly owned subsidiary of XPO, Inc.

(“XPO”) until the spin-off of RXO was completed.

Pursuant to the Separation and Distribution Agreement between XPO and RXO, the liabilities of XPO’s last mile subsidiary, including legal liabilities, if any, related to the misclassification claims, were spun-off as part of RXO as of November 1, 2022.

2 unchanged sentences

RXO Last Mile, Inc.

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

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

We have accrued the full amount of the settlement.

3 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-Q

Item 1. Financial Statements