rxo-20250807
0001929561FALSE00019295612025-08-072025-08-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 7, 2025
 
RXO, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-4151488-2183384
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
11215 North Community House Road28277
Charlotte, NC
(Address of principal executive offices)(Zip Code)
 
(980) 308-6058
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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. ☐

 




Item 2.02.    Results of Operations and Financial Condition.
On August 7, 2025, RXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.     
Item 7.01.    Regulation FD Disclosure.
On August 7, 2025, the Company released a slide presentation related to its results of operations for the fiscal quarter ended June 30, 2025. A copy of this slide presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The slide presentation should be read together with the Company’s filings with the Securities and Exchange Commission, including the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 once available.
The information furnished in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No. Description
99.1 
99.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 
Date: August 7, 2025
RXO, INC. 
 
By:/s/ James E. Harris 
James E. Harris 
Chief Financial Officer 
 
 
 


Exhibit 99.1
capturea.jpg

RXO Announces Second-Quarter Results

Brokerage volume growth of 1% year over year driven by less-than-truckload volume growth of 45%
Beginning to realize benefits from unified carrier coverage operations; Brokerage gross margin of 14.4% in the quarter
Last Mile achieved 17% year-over-year stop growth, the fourth consecutive quarter of double-digit growth
Strong quarterly cash performance with cash balance increasing sequentially

CHARLOTTE, N.C. – August 7, 2025 – RXO (NYSE: RXO) today reported its second-quarter financial results.
RXO Chairman and CEO Drew Wilkerson said, “RXO executed well in the second quarter despite the prolonged soft freight market. Our Brokerage business outperformed the market, growing volume by 1% year-over-year driven by 45% growth in less-than-truckload volume. We’re seeing early benefits from our newly combined carrier and coverage operations, and we delivered Brokerage gross margin of 14.4% in the quarter. Last Mile continued its impressive run of year-over-year growth, achieving 17% stop growth, the fourth consecutive quarter of double-digit growth. Our cash performance in the quarter was strong, and we increased our cash balance sequentially from the first quarter.”
Wilkerson continued, “The actions we’re taking now are yielding results in the short term and positioning us well for the long term. We’re focused on growing profitably, and we’re realizing the benefits of our increased scale. That scale, combined with our cutting-edge technology, is driving productivity improvements. RXO is uniquely positioned to deliver increased earnings power and free cash flow over the long term and across market cycles.”
Companywide Results
RXO’s revenue was $1.4 billion for the second quarter, compared to $930 million in the second quarter of 2024. Gross margin was 17.8%, compared to 19.0% in the second quarter of 2024.
The company reported a second-quarter 2025 GAAP net loss of $9 million, compared to a net loss of $7 million in the second quarter of 2024. The second-quarter 2025 GAAP net loss included $10 million in transaction, integration, restructuring and other costs. Adjusted net income in the quarter was $7 million, compared to adjusted net income of $4 million in the second quarter of 2024.
Adjusted EBITDA was $38 million, compared to $28 million in the second quarter of 2024. Adjusted EBITDA margin was 2.7%, compared to 3.0% in the second quarter of 2024.
Transaction, integration, restructuring and other costs, and amortization of intangibles, impacted GAAP earnings per share by $0.09, net of tax. For the second quarter, RXO reported a GAAP diluted loss per share of $0.05. Adjusted diluted earnings per share was $0.04.
RXO 2Q 2025 Earnings Press Release | 1


Brokerage
Volume in RXO’s Brokerage business, including the impact of the Coyote Logistics acquisition in both periods, increased by 1% year over year in the second quarter. Less-than-truckload volume increased by 45% but was partially offset by a 12% decline in full truckload volume.
Brokerage gross margin was 14.4% in the second quarter.
Complementary Services
Managed Transportation again increased the synergy loads provided to Brokerage.
Last Mile stops grew by 17% year-over-year.
RXO’s complementary services gross margin was 22.8% for the quarter.
Third-Quarter Outlook
RXO expects third-quarter 2025 adjusted EBITDA to be between $33 million and $43 million.
In Brokerage, the company expects overall volume growth to be approximately flat year-over-year and gross margin to be between 13.5% and 15.0% in the third quarter.
Conference Call
The company will hold a conference call and webcast on Thursday, August 7 at 8 a.m. Eastern Daylight Time. Participants can call in toll-free (from U.S./Canada) at 1-800-549-8228; international callers dial +1-289-819-1520. The conference ID is 82712.
A live webcast of the conference call will be available on the investor relations area of the company’s website, http://investors.rxo.com. A replay of the conference call will be available through August 13, 2025, by calling toll-free (from U.S./Canada) 1-888-660-6264; international callers dial +1-289-819-1325. Use the passcode 82712#. Additionally, the call will be archived on http://investors.rxo.com.
About RXO
RXO (NYSE: RXO) is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains across North America. The company is headquartered in Charlotte, N.C. Visit  RXO.com  for more information and connect with RXO on Facebook, X, LinkedIn, Instagram and YouTube.
Media Contact
Nina Reinhardt
[email protected]

Investor Contact
Kevin Sterling
[email protected]

RXO 2Q 2025 Earnings Press Release | 2


Non-GAAP Financial Measures
We provide reconciliations of the non-GAAP financial measures contained in this release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this release.
The non-GAAP financial measures in this release include: adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”); adjusted EBITDA margin; and adjusted net income (loss) and adjusted diluted income (loss) per share (“adjusted EPS”).
We believe that these adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not reflect, or are unrelated to, RXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance.
Adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss) and adjusted EPS include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments as set forth in the attached tables. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating RXO’s ongoing performance.
We believe that adjusted EBITDA and adjusted EBITDA margin improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments that management has determined do not reflect our core operating activities and thereby assist investors with assessing trends in our underlying business. We believe that adjusted net income (loss) and adjusted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs that management has determined do not reflect our core operating activities, including amortization of acquisition-related intangible assets, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables, and thereby may assist investors with comparisons to prior periods and assessing trends in our underlying business.
With respect to our financial outlook for the third quarter of 2025 adjusted EBITDA, a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from this non-GAAP measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income and statement of cash flows prepared in accordance with GAAP that would be required to produce such a reconciliation.
Forward-looking Statements
This release includes forward-looking statements, including statements relating to our outlook, integration with Coyote Logistics and cash synergies. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "predict," "should," "will," "expect," "project," "forecast," "goal," "outlook," "target,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.
RXO 2Q 2025 Earnings Press Release | 3


These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: the effect of the completion of the transaction to acquire Coyote Logistics on the parties' business relationships and business generally; competition and pricing pressures; economic conditions generally; fluctuations in fuel prices; increased carrier prices; severe weather, natural disasters, terrorist attacks or similar incidents that cause material disruptions to our operations or the operations of the third-party carriers and independent contractors with which we contract; our dependence on third-party carriers and independent contractors; labor disputes or organizing efforts affecting our workforce and those of our third-party carriers; legal and regulatory challenges to the status of the third-party carriers with which we contract, and their delivery workers, as independent contractors, rather than employees; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of potential cyber-attacks and information technology or data security breaches; issues related to our intellectual property rights; our ability to access the capital markets and generate sufficient cash flow to satisfy our debt obligations; litigation that may adversely affect our business or reputation; increasingly stringent laws protecting the environment, including transitional risks relating to climate change, that impact our third-party carriers; governmental regulation and political conditions; our ability to attract and retain qualified personnel; our ability to successfully implement our cost and revenue initiatives and other strategies; our ability to successfully manage our growth; our reliance on certain large customers for a significant portion of our revenue; damage to our reputation through unfavorable publicity; our failure to meet performance levels required by our contracts with our customers; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; a determination by the IRS that the distribution or certain related separation transactions should be treated as taxable transactions; and the impact of the separation on our businesses, operations and results. All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

RXO 2Q 2025 Earnings Press Release | 4


RXO, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions, shares in thousands, except per share amounts)2025202420252024
Revenue $1,419 $930 $2,852 $1,843 
Cost of transportation and services (exclusive of depreciation and amortization)1,118 700 2,271 1,399 
Direct operating expense (exclusive of depreciation and amortization)47 50 95 103 
Sales, general and administrative expense214 154 424 299 
Depreciation and amortization expense30 17 62 33 
Transaction and integration costs13 
Restructuring costs17 13 
Operating income (loss)$— $— $(30)$(12)
Other expense— 
Interest expense, net17 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
Basic168,525117,579168,275117,398
Diluted168,525117,579168,275117,398
RXO 2Q 2025 Earnings Press Release | 5


RXO, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

June 30,December 31,
(Dollars in millions, shares in thousands, except per share amounts)20252024
ASSETS
Current assets
Cash and cash equivalents$18 $35 
Accounts receivable, net of $16 and $13 in allowances, respectively1,065 1,227 
Other current assets101 77 
Total current assets 1,184 1,339 
Long-term assets
Property and equipment, net of $351 and $317 in accumulated depreciation, respectively137 135 
Operating lease assets250 276 
Goodwill1,125 1,123 
Identifiable intangible assets, net of $144 and $146 in accumulated amortization, respectively474 499 
Other long-term assets31 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 expenses315 373 
Short-term debt and current maturities of long-term debt16 17 
Short-term operating lease liabilities75 81 
Other current liabilities13 26 
Total current liabilities 880 1,065 
Long-term liabilities
Long-term debt and obligations under finance leases 387 351 
Deferred tax liabilities75 88 
Long-term operating lease liabilities201 215 
Other long-term liabilities70 83 
Total long-term liabilities 733 737 
Commitments and Contingencies
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
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 

RXO 2Q 2025 Earnings Press Release | 6


RXO, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Six Months Ended June 30,
(In millions)20252024
Operating activities
Net loss$(40)$(22)
Adjustments to reconcile net loss to net cash from operating activities
Depreciation and amortization expense62 33 
Stock compensation expense14 11 
Deferred tax benefit(13)(9)
Impairment of operating lease assets — 
Other
Changes in assets and liabilities
Accounts receivable159 13 
Other current assets and other long-term assets(7)
Accounts payable(93)(27)
Accrued expenses, other current liabilities and other long-term liabilities(71)— 
Net cash provided by operating activities21 
Investing activities
Payment for purchases of property and equipment(29)(22)
Proceeds from sale of property and equipment— 
Business acquisition, net of cash acquired(10)— 
Other(5)— 
Net cash used in investing activities(43)(22)
Financing activities
Proceeds from borrowings on revolving credit facilities261 119 
Repayment of borrowings on revolving credit facilities(227)(92)
Payment for equity issuance costs(1)— 
Payment for tax withholdings related to vesting of stock compensation awards(18)(3)
Repayment of debt and finance leases(1)(1)
Other(10)(1)
Net cash provided by financing activities22 
Effect of exchange rates on cash, cash equivalents and restricted cash— 
Net increase (decrease) in cash, cash equivalents and restricted cash(16)
Cash, cash equivalents, and restricted cash, beginning of period 35 
Cash, cash equivalents, and restricted cash, end of period $19 $
Supplemental disclosure of cash flow information:
Leased assets obtained in exchange for new operating lease liabilities$22 $49 
Cash paid for income taxes, net
Cash paid for interest, net16 15 
Purchases of property and equipment in accounts payable, accrued expenses and other liabilities10 
Accrued tax withholdings related to vesting of stock compensation awards— 
RXO 2Q 2025 Earnings Press Release | 7


RXO, Inc.
Revenue Disaggregated by Service Offering
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2025202420252024
Revenue
Truck brokerage$1,025 $543 $2,092 $1,107 
Last mile315 265 593 497 
Managed transportation142 156 279 308 
Eliminations(63)(34)(112)(69)
Total$1,419 $930 $2,852 $1,843 
RXO 2Q 2025 Earnings Press Release | 8


RXO, Inc.
Reconciliation of Net Loss to Adjusted EBITDA and Adjusted EBITDA Margin
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(In millions)2025202420252024
Reconciliation of Net Loss to Adjusted EBITDA
Net loss$(9)$(7)$(40)$(22)
Interest expense, net881716
Income tax benefit(1)(1)(9)(7)
Depreciation and amortization expense30176233
Transaction and integration costs77138
Restructuring and other costs
341715
Adjusted EBITDA (1)
$38$28$60$43
Revenue$1,419$930$2,852$1,843
Adjusted EBITDA margin (1) (2)
2.7 %3.0 %2.1 %2.3 %

(1)See the “Non-GAAP Financial Measures” section of the press release.
(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.



RXO 2Q 2025 Earnings Press Release | 9


RXO, Inc.
Reconciliation of Net Loss to Adjusted Net Income (Loss) and Adjusted Diluted Income (Loss) Per Share
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions, shares in thousands, except per share amounts)2025202420252024
Reconciliation of Net Loss to Adjusted Net Income (Loss) and Adjusted Diluted Income (Loss) Per Share
Net loss$(9)$(7)$(40)$(22)
Amortization of intangible assets11 26 
Transaction and integration costs13 
Restructuring and other costs
17 15 
Income tax associated with adjustments above (1)
(5)(3)(14)(7)
Adjusted net income (loss) (2)
$$$$— 
Adjusted diluted income (loss) per share (2)
$0.04 $0.03 $0.01 $— 
Weighted-average shares outstanding
Diluted169,077119,837169,143117,398

(1)The tax impact of non-GAAP adjustments represents the tax benefit (expense) calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net loss. Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied.
(2)See the “Non-GAAP Financial Measures” section of the press release.

RXO 2Q 2025 Earnings Press Release | 10


RXO, Inc.
Calculation of Gross Margin and Gross Margin as a Percentage of Revenue
(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions)2025202420252024
Revenue
Truck brokerage$1,025$543$2,092$1,107
Complementary services (1)
457421872805
Eliminations(63)(34)(112)(69)
Revenue$1,419$930$2,852$1,843
Cost of transportation and services (exclusive of depreciation and amortization)
Truck brokerage$877$462$1,801$946
Complementary services (1)
304272582522
Eliminations(63)(34)(112)(69)
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)
Truck brokerage$$$1$
Complementary services (1)
475094103
Direct operating expense (exclusive of depreciation and amortization)$47$50$95$103
Direct depreciation and amortization expense
Truck brokerage$$1$$1
Complementary services (1)
2254
Direct depreciation and amortization expense$2$3$5$5
Gross margin
Truck brokerage$148$80$290$160
Complementary services (1)
10497191176
Gross margin$252$177$481$336
Gross margin as a percentage of revenue
Truck brokerage14.4 %14.7 %13.9 %14.5 %
Complementary services (1)
22.8 %23.0 %21.9 %21.9 %
Gross margin as a percentage of revenue17.8 %19.0 %16.9 %18.2 %

(1)Complementary services include last mile and managed transportation services.
RXO 2Q 2025 Earnings Press Release | 11
Second Quarter 2025 Results August 7, 2025


 
2 Non-GAAP financial measures and forward-looking statements Non-GAAP financial measures We provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this presentation. The non-GAAP financial measures in this presentation include: adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA margin”); adjusted EBITDA margin; bank-adjusted EBITDA; free cash flow and free cash flow as a percentage of adjusted EBITDA (“free cash flow conversion”); adjusted free cash flow and adjusted free cash flow as a percentage of adjusted EBITDA (“adjusted free cash flow conversion”); net debt, gross leverage and net leverage; and adjusted net income (loss) and adjusted diluted income (loss) per share (“adjusted diluted EPS”). We believe that these adjusted financial measures facilitate analysis of our ongoing business operations because they exclude items that may not reflect, or are unrelated to, RXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies. These non-GAAP financial measures should only be used as supplemental measures of our operating performance. Adjusted EBITDA, adjusted EBITDA margin, bank-adjusted EBITDA, adjusted net income (loss) and adjusted diluted EPS include adjustments for transaction and integration costs, as well as restructuring costs and other adjustments as set forth in the attached tables. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating RXO’s ongoing performance. We believe that adjusted EBITDA, adjusted EBITDA margin and bank-adjusted EBITDA improve comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments that management has determined do not reflect our core operating activities and thereby assist investors with assessing trends in our underlying business. We believe that adjusted net income (loss) and adjusted diluted EPS improve the comparability of our operating results from period to period by removing the impact of certain costs that management has determined do not reflect our core operating activities, including amortization of acquisition-related intangible assets, transaction and integration costs, restructuring costs and other adjustments as set out in the attached tables, and thereby may assist investors with comparisons to prior periods and assessing trends in our underlying business. We believe that free cash flow, free cash flow conversion, adjusted free cash flow and adjusted free cash flow conversion are important measures of our ability to repay maturing debt or fund other uses of capital that we believe will enhance stockholder value, and may assist investors with assessing trends in our underlying business. We calculate free cash flow as net cash provided by operating activities less payment for purchases of property and equipment plus proceeds from sale of property and equipment. We define adjusted free cash flow as free cash flow less cash paid for transaction, integration, restructuring and other costs. We believe that net debt, gross leverage and net leverage are important measures of our overall liquidity position. Net debt is calculated by removing cash and cash equivalents from the principal balance of our total debt. Gross leverage is calculated as the principal balance of our total debt as a ratio of trailing twelve months bank-adjusted EBITDA. Net leverage is calculated as net debt as a ratio of trailing twelve months bank-adjusted EBITDA. With respect to our financial outlook for the third quarter of 2025 adjusted EBITDA, a reconciliation of this non-GAAP measure to the corresponding GAAP measure is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that we exclude from this non-GAAP measure. The variability of these items may have a significant impact on our future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income and statement of cash flows prepared in accordance with GAAP that would be required to produce such a reconciliation. Forward-looking statements This presentation includes forward-looking statements, including statements relating to our outlook and 2025 assumptions and integration with Coyote Logistics. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan,“ "predict," "should," "will," "expect," "project," "forecast," "goal," "outlook," "target,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: the effect of the completion of the transaction to acquire Coyote Logistics on the parties’ business relationships and business generally; competition and pricing pressures; economic conditions generally; fluctuations in fuel prices; increased carrier prices; severe weather, natural disasters, terrorist attacks or similar incidents that cause material disruptions to our operations or the operations of the third-party carriers and independent contractors with which we contract; our dependence on third-party carriers and independent contractors; labor disputes or organizing efforts affecting our workforce and those of our third-party carriers; legal and regulatory challenges to the status of the third-party carriers with which we contract, and their delivery workers, as independent contractors, rather than employees; governmental regulation and political conditions; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; the impact of potential cyber-attacks and information technology or data security breaches; issues related to our intellectual property rights; our ability to access the capital markets and generate sufficient cash flow to satisfy our debt obligations; litigation that may adversely affect our business or reputation; increasingly stringent laws protecting the environment, including transitional risks relating to climate change, that impact our third-party carriers; our ability to attract and retain qualified personnel; our ability to successfully implement our cost and revenue initiatives and other strategies; our ability to successfully manage our growth; our reliance on certain large customers for a significant portion of our revenue; damage to our reputation through unfavorable publicity; our failure to meet performance levels required by our contracts with our customers; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; a determination by the IRS that the distribution or certain related separation transactions should be treated as taxable transactions; and the impact of the separation on our businesses, operations and results. All forward-looking statements set forth in this presentation are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this presentation speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.


 
3 Q2 2025 highlights 1 Improved truckload profitability 2 Initial purchased transportation benefits from coverage migration 3 Brokerage volume growth driven by LTL 4 Continued momentum in complementary services, led by Last Mile 5 Strong adjusted free cash flow conversion


 
4 $177M $252M Q2 24 Q2 25 As reported Q2 financial results RXO reported adjusted EBITDA of $38M Adjusted EBITDA2Gross margin 1 Q2 2024 revenue, gross margin and adjusted EBITDA represent legacy RXO only. 2 See the “Non-GAAP financial measures” section. $28M $38M Q2 24 Q2 25 3.0% 2.7%19.0% Revenue $930M $1,419M Q2 24 Q2 25 17.8% 1


 
5 Continued momentum across diversified portfolio Q2 revenue by service offering 69% 21% 10% Truck Brokerage Last Mile Managed Transportation Excludes impact of eliminations. Numbers may not add up to 100% due to rounding. Brokerage (combined) 1 • Volume: Up 1% y/y – LTL: Up 45% y/y, 32% of volume – TL: Down 12% y/y, 68% of volume • TL volume mix: 73% contract, 27% spot • Gross margin: 14.4%, +110bps q/q • Robust productivity gains: +18%2 Complementary services • Managed Trans. synergy loads increased • Last Mile stop growth of 17% y/y • Gross margin: 22.8%, +180bps q/q 1 Prior period includes the impact of the Coyote Logistics acquisition. 2 As measured by loads per person per day over the last twelve months. Brokerage headcount defined as customer and carrier representatives.


 
6 Customer migration Backoffice migration ERP consolidation Technology integration update • ERP consolidation successfully completed during the second quarter • Customer migration has already begun • Continue to anticipate technology integration to be substantially complete by end of Q3 Q4 ‘24 Q1 ‘25 Q2 ‘25 Q3 ‘25 Key technology integration milestones Carrier / coverage migration CRM migration Discovery, gap analysis & planning Oct Nov AprFeb Mar JulMay Jun Aug SepDec Website integration Payments network integration Jan Unified pricing dataset Acquisition of Coyote closed Technology integration substantially complete Strategic planning and functionality enhancements Data sync engine development


 
7 Adjusted EPS bridge Earnings per share Q2-25 Q2-24 GAAP diluted EPS $(0.05) $(0.06) Amortization of intangible assets 0.07 0.03 Transaction, integration and restructuring costs 0.06 0.09 Income tax associated with adjustments above1 (0.04) (0.03) Adjusted diluted EPS2 $0.04 $0.03 RXO reported Q2 2025 adjusted diluted EPS of $0.04 1 The tax impact of non-GAAP adjustments represents the tax benefit (expense) calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net income (loss). Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied. 2 See the “Non-GAAP financial measures” section.


 
8 Q2 adjusted FCF walk Note: In millions. 1 Adjusted EBITDA and adjusted FCF are non-GAAP financial measures. See the “Non-GAAP Financial Measures” section. 2 Adjusted EBITDA excludes certain NEO spin-related stock-based compensation. 3 Purchases of property & equipment, net of proceeds. Remain confident with long-term conversion of 40%-60% across market cycles 1 • Q2 adj. FCF conversion of 58% − Strong conversion driven by favorable W/C − Cash balance increased sequentially − 6-month adj. FCF conversion of 47% • Expect strong adj. FCF conversion in Q3


 
9 Q2 capital structure snapshot Capital structure Q2 2025 Notes due 2027 $ 355 Finance leases, asset financing, ST debt & other 66 Total debt, principal balance & other $ 421 Less: cash 18 Net debt1 $ 403 Committed liquidity Q2 2025 Cash $ 18 Revolver 565 Total capacity $ 583 Note: In millions. 1 See the “Non-GAAP financial measures” section. 2 See appendix for leverage calculations. 3 LTM period includes the impact of the Coyote Logistics acquisition. LTM Leverage1,2,3 2.2x 2.1x Gross Net RXO has a strong balance sheet with low leverage and a robust liquidity position


 
10 TL revenue per load and Brokerage gross margin trends Revenue per load trends remain inflationary TL revenue per load up 3% y/y • Third consecutive quarter of y/y growth • Lack of meaningful spot opportunities continue to be a headwind Expect 2025 contract rates up y/y • Continue to expect truckload contract rates up low- to-mid single digits y/y 1 All periods prior to Q4 2024 exclude the impact of the Coyote Logistics acquisition. 2 Excludes the impact of changes in fuel prices and length of haul. 2


 
11 Current market conditions and Brokerage margin performance Supply-driven market tightening • Tender rejections / load-to-truck moved higher throughout Q2 • Demand remains soft; industry KPIs moved seasonally lower in July Idiosyncratic drivers leading to improved margins • Contract rate increases continued to phase in during Q2 • Procuring capacity effectively and bringing down COPT – Seeing early benefits of carrier / coverage migration • Expect RXO TL gross profit per load to increase slightly in Q3 TL gross profit per load increased by 7% sequentially in Q2 1 1 Cost of purchased transportation.


 
12 TL volume and gross profit per load trends1 1 All periods prior to Q4 2024 exclude the impact of the Coyote Logistics acquisition. TL gross profit per load increased sequentially by the largest % in 3 years


 
13 LTL volume and gross profit per load trends1 LTL brokerage volume continued to grow significantly with strong contribution margin 1 All periods prior to Q4 2024 exclude the impact of the Coyote Logistics acquisition.


 
14 Q3 2025 outlook and modeling assumptions • Adjusted EBITDA1 : $33M-$43M • Brokerage y/y volume (combined) 2: ~Flat % • Brokerage gross margin: 13.5%-15.0% Q3 2025 outlook FY 2025 modeling assumptions • Capital expenditures: $65M-$75M • Depreciation: $65M-$75M, Amortization of intangibles: $45M-$50M • Stock-based compensation: $28M-$32M • Restructuring, transaction & integration expenses: $40M-$50M – 2H down significantly vs. 1H • Net interest expense: $32M-$36M • Adjusted effective tax rate: 30%-33% • Fully diluted weighted-average shares outstanding: ~170M 1 See the “Non-GAAP financial measures” section. 2 Prior period includes the impact of the Coyote Logistics acquisition.


 
15 Balanced capital allocation Organic growth Strong historical return on invested capital Share repurchases Opportunistic M&A Complementary to RXO’s strategy Balanced capital allocation philosophy with a ROIC-based approach $125 million share repurchase program


 
16 Key investment highlights 1 Large addressable market with secular tailwinds 2 Track record of above-market growth and high profitability 3 Proprietary technology drives productivity, volume and margin expansion 4 Long-term relationships with blue-chip customers 5 Market-leading platform with complementary transportation solutions 6 Tiered approach to sales drives multi-faceted growth opportunities 7 Diverse exposure across attractive end markets 8 Experienced and proven leadership team


 
17 Appendix


 
18 Financial reconciliations 1 See the “Non-GAAP financial measures” section. 2 Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue. 3 Twelve months ended June 30, 2025 is calculated as the six months ended June 30, 2025 plus the year ended December 31, 2024 less the six months ended June 30, 2024. Reconciliation of net loss to adjusted EBITDA and adjusted EBITDA margin Twelve Months Ended June 30, Year Ended December 31, (Dollars in millions) 2025 2024 2025 2024 2025 3 2024 Net loss (9)$ (7)$ (40)$ (22)$ (308)$ (290)$ Interest expense, net 8 8 17 16 31 30 Income tax benefit (1) (1) (9) (7) (16) (14) Depreciation and amortization expense 30 17 62 33 116 87 Transaction and integration costs 7 7 13 8 58 53 Restructuring and other costs 3 4 17 15 254 252 Adjusted EBITDA 1 38$ 28$ 60$ 43$ 135$ 118$ Revenue 1,419$ 930$ 2,852$ 1,843$ 5,559$ 4,550$ Adjusted EBITDA margin 1, 2 2.7% 3.0% 2.1% 2.3% 2.4% 2.6% Three Months Ended June 30, Six Months Ended June 30,


 
19 Financial reconciliations (cont.) 1 The tax impact of non-GAAP adjustments represents the tax expense calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net loss. Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied. 2 See the "Non-GAAP financial measures" section. (Dollars in millions, shares in thousands, expect per share amounts) 2025 2024 2025 2024 Net loss (9)$ (7)$ (40)$ (22)$ Amortization of intangible assets 11 3 26 6 Transaction and integration costs 7 7 13 8 Restructuring and other costs 3 4 17 15 Income tax associated with the adjustments above 1 (5) (3) (14) (7) Adjusted net income (loss) 2 7$ 4$ 2$ -$ Adjusted diluted income (loss) per share 2 0.04$ 0.03$ 0.01$ -$ Weighted-average common shares outstanding Diluted weighted-average common shares outstanding 169,077 119,837 169,143 117,398 Reconciliation of net loss to adjusted net income (loss) and adjusted diluted income (loss) per share Three Months Ended June 30, Six Months Ended June 30,


 
20 1 See the “Non-GAAP financial measures” section. 2 Includes the cash component of these line items. 3 See Reconciliation of net loss to adjusted EBITDA. 4 Free cash flow conversion from adjusted EBITDA is calculated as free cash flow divided by adjusted EBITDA. 5 Adjusted free cash flow conversion from adjusted EBITDA is calculated as adjusted free cash flow divided by adjusted EBITDA. Financial reconciliations (cont.) (Dollars in millions) 2025 2024 2025 2024 Net cash provided by (used in) operating activities 23$ (5)$ 21$ 2$ Payment for purchases of property and equipment (14) (11) (29) (22) Proceeds from sale of property and equipment 1 - 1 - Free cash flow 1 10$ (16)$ (7)$ (20)$ Transaction and integration costs 2 5 - 22 - Restructuring and other costs 2 7 7 13 12 Adjusted free cash flow 1 22$ (9)$ 28$ (8)$ Adjusted EBITDA 1,3 38$ 28$ 60$ 43$ Free cash flow conversion from adjusted EBITDA 1,4 26.3% -57.1% -11.7% -46.5% Adjusted free cash flow conversion from adjusted EBITDA 1,5 57.9% -32.1% 46.7% -18.6% Six Months Ended June 30, Reconciliation of cash flows from operating activities to free cash flow and adjusted free cash flow Three Months Ended June 30,


 
21 Financial reconciliations (cont.) 1 Complementary services include Last Mile and Managed Transportation services. Calculation of gross margin and gross margin as a percentage of revenue (Dollars in millions) 2025 2024 2025 2024 Revenue Truck brokerage 1,025$ 543$ 2,092$ 1,107$ Complementary services 1 457 421 872 805 Eliminations (63) (34) (112) (69) Revenue 1,419$ 930$ 2,852$ 1,843$ Cost of transportation and services (exclusive of depreciation and amortization) Truck brokerage 877$ 462$ 1,801$ 946$ Complementary services 1 304 272 582 522 Eliminations (63) (34) (112) (69) 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) Truck brokerage -$ -$ 1$ -$ Complementary services 1 47 50 94$ 103$ Direct operating expense (exclusive of depreciation and amortization) 47$ 50$ 95$ 103$ Direct depreciation and amortization Truck brokerage -$ 1$ -$ 1$ Complementary services 1 2 2 5$ 4$ Direct depreciation and amortization 2$ 3$ 5$ 5$ Gross margin Truck brokerage 148$ 80$ 290$ 160$ Complementary services 1 104 97 191$ 176$ Gross margin 252$ 177$ 481$ 336$ Gross margin as a percentage of revenue Truck brokerage 14.4% 14.7% 13.9% 14.5% Complementary services 1 22.8% 23.0% 21.9% 21.9% Gross margin as a percentage of revenue 17.8% 19.0% 16.9% 18.2% Three Months Ended June 30, Six Months Ended June 30,


 
22 Financial reconciliations (cont.) 1 See the “Non-GAAP financial measures” section. 2 See reconciliation of net loss to adjusted EBITDA. 3 Represents stock compensation expense and other non-recurring items included in sales, general and administrative expense. June 30, (Dollars in millions) 2025 Reconciliation of bank-adjusted EBITDA Adjusted EBITDA 1,2 for the twelve months ended June 30, 2025 135$ Adjustments per credit agreement 3 for the twelve months ended June 30, 2025 22 Expected incremental annualized synergies associated with Coyote acquisition 31 Coyote Adjusted EBITDA for the period July 1, 2024 through September 15, 2024 7 Bank-adjusted EBITDA 195$ Calculation of gross leverage Total debt, principal balance and other 421$ Bank-adjusted EBITDA 195 Gross Leverage 1 2.2x Calculation of net leverage Total debt, principal balance and other, net of cash and cash equivalents 403$ Bank-adjusted EBITDA 195 Net Leverage 1 2.1x Reconciliation of bank-adjusted EBITDA; Calculcation of gross and net leverage