rxo-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Form 10-Q

___________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-41514

_______________________________________________

RXO, INC.

(Exact name of registrant as specified in its charter)

_______________________________________________


Delaware			88-2183384
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

11215 North Community House Road Charlotte, NC			28277

(Address of principal executive offices)			(Zip Code)

(980) 308-6058

(Registrant’s telephone number, including area code)

_______________________________________________

N/A

_______________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

RXO

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ☒

As of August 5, 2025, there were 163,987,239 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

RXO, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended June 30, 2025

Table of Contents


			Page No.
Part I—Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations			3
Condensed Consolidated Statements of Comprehensive Loss			4
Condensed Consolidated Statements of Cash Flows			5
Condensed Consolidated Statements of Changes in Equity			6
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			23
Item 4. Controls and Procedures			23
Part II—Other Information
Item 1. Legal Proceedings			24
Item 1A. Risk Factors			24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			24
Item 3. Defaults Upon Senior Securities			24
Item 4. Mine Safety Disclosures			24
Item 5. Other Information			24
Item 6. Exhibits			25
Signatures			26


	June 30,		December 31,
(Dollars in millions, shares in thousands, except per share amounts)	2025		2024
ASSETS
Current assets
Cash and cash equivalents	$	18	$	35
Accounts receivable, net of $16 and $13 in allowances, respectively	1,065		1,227
Other current assets	101		77
Total current assets	1,184		1,339
Long-term assets
Property and equipment, net of $351 and $317 in accumulated depreciation, respectively	137		135
Operating lease assets	250		276
Goodwill	1,125		1,123
Identifiable intangible assets, net of $144 and $146 in accumulated amortization, respectively	474		499
Other long-term assets	31		42
Total long-term assets	2,017		2,075
Total assets	$	3,201	$	3,414
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	461	$	568
Accrued expenses	315		373
Short-term debt and current maturities of long-term debt	16		17
Short-term operating lease liabilities	75		81
Other current liabilities	13		26
Total current liabilities	880		1,065
Long-term liabilities
Long-term debt and obligations under finance leases	387		351
Deferred tax liabilities	75		88
Long-term operating lease liabilities	201		215
Other long-term liabilities	70		83
Total long-term liabilities	733		737
Commitments and Contingencies (Note 11)
Equity
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of June 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	2		2
Additional paid-in capital	1,915		1,904
Accumulated deficit	(324)		(284)

Accumulated other comprehensive loss	(5)		(10)
Total equity	1,588		1,612
Total liabilities and equity	$	3,201	$	3,414


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions, shares in thousands, except per share amounts)	2025		2024		2025		2024
Revenue	$	1,419	$	930	$	2,852	$	1,843
Cost of transportation and services (exclusive of depreciation and amortization)	1,118		700		2,271		1,399
Direct operating expense (exclusive of depreciation and amortization)	47		50		95		103
Sales, general and administrative expense	214		154		424		299
Depreciation and amortization expense	30		17		62		33
Transaction and integration costs	7		7		13		8
Restructuring costs	3		2		17		13
Operating income (loss)	$	—	$	—	$	(30)	$	(12)
Other expense	2		—		2		1

Interest expense, net	8		8		17		16
Loss before income taxes	$	(10)	$	(8)	$	(49)	$	(29)
Income tax benefit	(1)		(1)		(9)		(7)
Net loss	$	(9)	$	(7)	$	(40)	$	(22)

Loss per share
Basic	$	(0.05)	$	(0.06)	$	(0.24)	$	(0.19)
Diluted	$	(0.05)	$	(0.06)	$	(0.24)	$	(0.19)

Weighted-average common shares outstanding
Basic	168,525		117,579		168,275		117,398
Diluted	168,525		117,579		168,275		117,398


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2025		2024		2025		2024
Net loss	$	(9)	$	(7)	$	(40)	$	(22)

Other comprehensive income (loss)
Foreign currency gain (loss)	$	3	$	(2)	$	5	$	(2)
Other comprehensive income (loss)	3		(2)		5		(2)
Comprehensive loss	$	(6)	$	(9)	$	(35)	$	(24)



	Common Stock
(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	—	—		—		—		3		3
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


(In millions)
Cash and cash equivalents	$	19
Accounts receivable	394
Other current assets	35
Property and equipment	25
Identifiable intangible assets	459
Operating lease assets	84
Other long-term assets	25
Total assets	$	1,041

Accounts payable	$	(208)
Accrued expenses	(57)
Short-term operating lease liabilities	(16)

Deferred tax liabilities	(98)
Long-term operating lease liabilities	(68)
Other long-term liabilities	(41)
Total liabilities	$	(488)

Net assets acquired	$	553
Purchase price	$	1,048
Goodwill recorded	$	495


(In millions)	Fair Value		Weighted Average Useful Life (Years)
Customer relationships	$	444	15
Trademarks	15		4
Total	$	459	15


(In millions)	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024
Revenue	$	1,567	$	3,149
Loss before income taxes	(14)		(32)


(In millions)	June 30, 2025		December 31, 2024
Segment assets	$	3,135	$	3,345
Corporate assets	66		69
Total assets	$	3,201	$	3,414


			Six Months Ended June 30, 2025
(In millions)	Reserve Balance as of December 31, 2024		Charges Incurred		Payments		Reserve Balance as of June 30, 2025
Severance	$	5	$	10	$	(9)	$	6
Equipment and facilities	15		7		(3)		19

Total	$	20	$	17	$	(12)	$	25


(In millions)	Level	June 30, 2025		December 31, 2024
Revolver	3	$	35	$	—
7.50% Notes due 2027	1	364		365

SEC Form 10-Q filed by RXO Inc.