What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 66 added, 42 removed, 324 unchanged (25% of the section changed)

1 unchanged sentence

Condensed Consolidated Balance Sheets

March 31, December 31,

June 30, 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 March 31, 2026 and December 31, 2025

0 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.01 par value;

300,000 shares authorized;

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

164,920 and 164,160 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,940 1,929

5 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

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

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

6 unchanged sentences

Restructuring costs 7 3 14 17

Operating loss $ ( 28 ) $ ( 30 )

Operating income (loss) $ 1 $ — $ ( 27 ) $ ( 30 )

Other expense — 2 1 2

2 unchanged sentences

Loss before income taxes $ ( 8 ) $ ( 10 ) $ ( 57 ) $ ( 49 )

Income tax benefit ( 13 ) ( 8 )

Income tax provision (benefit) 1 ( 1 ) ( 12 ) ( 9 )

Net loss $ ( 9 ) $ ( 9 ) $ ( 45 ) $ ( 40 )

7 unchanged sentences

Condensed Consolidated Statements of Comprehensive Loss

Three Months Ended March 31,

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

(In millions) 2026 2025 2026 2025

6 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In millions) 2026 2025

12 unchanged sentences

Accrued expenses, other current liabilities and other long-term liabilities ( 1 ) ( 71 )

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

Net cash provided by (used in) operating activities ( 47 ) 21

Investing activities

Payment for purchases of property and equipment ( 29 ) ( 29 )

Proceeds from sale of property and equipment — 1

Business acquisition, net of cash acquired — ( 10 )

Other — ( 5 )

Net cash used in investing activities ( 29 ) ( 43 )

6 unchanged sentences

Payment for debt issuance costs ( 9 ) —

Payment for equity issuance costs — ( 1 )

Payment for tax withholdings related to vesting of stock compensation awards ( 3 ) ( 18 )

2 unchanged sentences

Effect of exchange rates on cash, cash equivalents and restricted cash — 2

Net increase (decrease) in cash, cash equivalents and restricted cash 4 ( 19 )

Net decrease in cash, cash equivalents and restricted cash ( 2 ) ( 16 )

Cash, cash equivalents, and restricted cash, beginning of period 18 35

5 unchanged sentences

Purchases of property and equipment in accounts payable, accrued expenses and other liabilities 2 10

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

Net loss — — — ( 9 ) — ( 9 )

Stock compensation expense — — 7 — — 7

Vesting of stock compensation awards 53 — — — — —

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

Balance as of June 30, 2026 164,920 $ 2 $ 1,940 $ ( 429 ) $ ( 7 ) $ 1,506

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

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

4 unchanged sentences

Tax withholdings related to vesting of stock compensation awards — — ( 3 ) — — ( 3 )

Balance as of June 30, 2026 164,920 $ 2 $ 1,940 $ ( 429 ) $ ( 7 ) $ 1,506

(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

Net loss — — — ( 9 ) — ( 9 )

Other comprehensive income

Stock compensation expense — — 7 — — 7

Vesting of stock compensation awards 58 — — — — —

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

(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 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

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

Operating results for the three and six months ended June 30, 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 March 31, 2026.

There have been no material changes to the Company’s significant accounting policies as of June 30, 2026.

Restricted Cash

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

As of June 30, 2026 and December 31, 2025, our restricted cash included in Other current assets on our Condensed Consolidated Balance Sheets was $ 1 million.

Adoption of New Accounting Standard

28 unchanged sentences

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.

The Act did not have any material impact on our effective tax rate or cash flow for the three and six months ended June 30, 2026.

Segment Reporting

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

Three Months Ended March 31,

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

(In millions) 2026 2025 2026 2025

3 unchanged sentences

Sales, general and administrative expense (1)

198 202 385 405

Segment adjusted EBITDA $ 51 $ 52 $ 68 $ 81

8 unchanged sentences

(1) Excludes unallocated corporate expenses and other costs.

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

(2) Excludes other costs.

(In millions) June 30, 2026 December 31, 2025

Segment assets $ 3,395 $ 3,207

6 unchanged sentences

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

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

(primarily in Canada, Europe, Mexico and Asia) for the three months ended June 30, 2026 and 2025, respectively.

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

(primarily in Canada, Europe, Mexico and Asia) for the six months ended June 30, 2026 and 2025.

Our revenue disaggregated by service offering is as follows:

Three Months Ended March 31,

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

(In millions) 2026 2025 2026 2025

5 unchanged sentences

Our revenue disaggregated by industry sector is as follows:

Three Months Ended March 31,

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

(In millions) 2026 2025 2026 2025

10 unchanged sentences

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

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.

As of June 30, 2026, the fixed consideration component of our remaining performance obligation was approximately $ 54 million, and we expect approximately 98 % 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.

3 unchanged sentences

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

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

(In millions) Reserve Balance

1 unchanged sentence

Reserve Balance

March 31, 2026

June 30, 2026

Severance $ 8 $ 6 $ ( 10 ) $ — $ 4

1 unchanged sentence

Total $ 27 $ 14 $ ( 18 ) $ 2 $ 25

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.

We expect the majority of the cash outlays related to the remaining severance restructuring liability at June 30, 2026 to be complete within twelve months.

Cash outlays related to the remaining equipment and facilities restructuring liability at June 30, 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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

8 unchanged sentences

(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.

(2) The carrying value of the 6.375 % Notes due 2031 is presented net of unamortized debt issuance cost of $ 6 million as of June 30, 2026.

Revolving Credit Facilities

7 unchanged sentences

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.

As of June 30, 2026, the Company had $ 335 million available under the ABL Facility, net of $ 65 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:

1 unchanged sentence

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.

The effective interest rate on the ABL Facility was 5.12 % as of June 30, 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.

2 unchanged sentences

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.

At June 30, 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 $ 15 million outstanding as of March 31, 2026 classified as short-term debt.

This facility has a one-year term and we had $ 13 million outstanding as of June 30, 2026 classified as short-term debt.

In the second quarter of 2026, we entered into a non-U.S.

revolving credit facility with a maximum commitment of approximately $ 21 million.

This facility has an indefinite term and can be terminated at any time.

We had $ 21 million outstanding as of June 30, 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 ”).

4 unchanged sentences

The 2031 Notes were issued at an issue price of 100 % of par.

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

The effective interest rate on the 2031 Notes was 6.71 % as of June 30, 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.

4 unchanged sentences

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

At March 31, 2026, the Company was in compliance with the covenants of the 2031 Notes.

At June 30, 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 March 31, 2026 and December 31, 2025, 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 June 30, 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 March 31, 2026 December 31, 2025

(In millions) Level June 30, 2026 December 31, 2025

Revolver 3 $ — $ 35

6 unchanged sentences

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

Three Months Ended March 31,

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

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

7 unchanged sentences

Antidilutive shares excluded from diluted weighted-average common shares 2,099 2,476 1,779 1,994

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

19 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.

In one of the misclassification claims, Gonzalez v.

In two misclassification claims, Gonzalez v.

RXO Last Mile, Inc.

, 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.

and Espinal v.

RXO Last Mile, Inc.

, we have reached agreements to settle both matters for immaterial amounts, without admitting any liability.

We have accrued the full amount of each settlement as of June 30, 2026.

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

2 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