Welcome to our dedicated page for RXO SEC filings (Ticker: RXO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
RXO, Inc. filings document the formal disclosures of an NYSE-listed asset-light transportation company with common stock traded under RXO. Recent Form 8-K reports furnish quarterly operating results, related investor presentations, Regulation FD materials, senior unsecured notes disclosures, and asset-based revolving credit facility agreements tied to the company's transportation brokerage and logistics operations.
Proxy materials disclose board elections, auditor ratification, executive compensation votes and amendments to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan. Other material-event filings cover officer appointments, subsidiary guarantees, debt redemption terms, collateral and borrowing-base mechanics, and capital-structure disclosures involving senior notes and revolving credit arrangements.
RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported estate-planning share transfers and gifts of common stock. On May 15, 2026, entities associated with him made bona fide gifts totaling 337,886 shares of RXO common stock, recorded as non-market dispositions.
One gift of 168,943 shares involved indirectly held shares "by" an entity noted in the footnotes, leaving 430,475 shares reported as indirectly owned afterward. A second 168,943‑share gift came from direct holdings, with 7,775 shares directly owned afterward. A separate trust-related entry shows 3,850 shares held indirectly, and a footnote explains that direct versus indirect ownership classifications were corrected without changing total beneficial ownership.
Morris Daniel S. reported acquisition or exercise transactions in this Form 4 filing.
RXO, Inc. reported that Chief Accounting Officer Daniel S. Morris received a grant of 13,377 restricted stock units (RSUs) on May 15, 2026. Each RSU represents a right to receive either one share of RXO common stock or a cash amount equal to its fair market value upon settlement.
The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, generally requiring his continued employment through each vesting date. Following this grant, he holds a total of 23,627 RSUs directly.
RXO, Inc. insider Daniel S. Morris, the Chief Accounting Officer, filed an initial ownership report showing his existing equity stake. He holds 9,715 shares of Common Stock directly and 10,250 Restricted Stock Units (RSUs) tied to Common Stock.
Of these RSUs, 9,096 vest in three equal annual installments on the first, second and third anniversaries of their grant dates, generally contingent on continued employment, and 1,154 RSUs are scheduled to vest on March 22, 2027. Each RSU represents a contingent right to receive either one share of Common Stock or a cash payment equal to the fair market value of one share upon settlement.
Orbis Investment Management Limited and related filers report beneficial ownership of 36,397,974 shares of RXO, Inc., representing 22.1% of the class. The filing (Amendment No. 8 to a Schedule 13G/A) breaks ownership across reporting persons: Orbis Investment Management Limited holds 34,686,304 shares, Orbis Investment Management (U.S.), L.P. holds 1,678,976 shares, and Allan Gray Australia Pty Ltd holds 32,694 shares. The filing states certain third parties have rights to dividends or proceeds for the shares held by each reporting person. Signature dates appear as 05/15/2026.
RXO, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 12, 2026. Stockholders elected eight directors for terms running until the 2027 annual meeting, with support levels generally around 148–149 million votes in favor for most nominees.
They ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 154,953,800 votes for and minimal opposition. Stockholders also approved an amendment to the 2022 Omnibus Incentive Compensation Plan to increase available shares, and supported executive compensation in a nonbinding advisory vote, with 142,771,274 votes in favor.
RXO, Inc. reported first-quarter 2026 results with revenue of $1,425 million, slightly down from $1,433 million a year earlier, as weaker managed transportation and last mile activity offset growth in truck brokerage. The company posted a net loss of $36 million, compared with a $31 million loss, and basic and diluted loss per share of $0.21 versus $0.18.
Segment adjusted EBITDA declined to $17 million from $29 million as tight truckload capacity and rising buy rates pressured margins. RXO used a new $450 million asset-based revolving credit facility and an offering of $400 million 6.375% notes due 2031 to refinance and redeem its 7.50% notes due 2027, recording an $11 million debt extinguishment loss. Total debt rose to $453 million, while operating cash flow was a modest outflow of $7 million.
RXO reported softer Q1 2026 results but a stronger Q2 outlook. Revenue was $1.425 billion, essentially flat with $1.433 billion a year earlier, while gross margin fell to 14.2% from 16.0%. The company posted a GAAP net loss of $36 million and adjusted net loss of $16 million, wider than last year.
Adjusted EBITDA dropped to $6 million from $22 million, and GAAP diluted loss per share was $0.21, with adjusted diluted loss per share of $0.09. Brokerage volume declined 8% year over year, including a 12% drop in full truckload and a 5% increase in less-than-truckload, but full truckload spot mix rose to 33%, driving higher gross profit per load.
Managed Transportation was awarded more than $100 million of freight under management and its late-stage pipeline grew by over $200 million, while Last Mile stops declined 8%. RXO refinanced its 2027 notes with $400 million of new notes maturing in May 2031 at a 6.375% coupon. For Q2 2026, RXO expects adjusted EBITDA between $27 million and $37 million, with Brokerage volumes roughly flat year over year and truckload gross profit per load increasing sequentially.
RXO, Inc. Chief Executive Officer Andrew M. Wilkerson reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. He exercised RSUs covering 92,931 shares of Common Stock, increasing his direct share ownership. To cover associated tax liability, 40,370 shares were withheld by the company at $19.59 per share, and footnotes state that no shares were sold in the market or through any discretionary transaction.
Following these transactions, Wilkerson directly held 162,558 shares of Common Stock. He also had indirect holdings of 271,767 shares through a limited liability company he controls and 7,775 shares held by a trust. After this vesting event, he continued to hold 545,481 RSUs, which vest in installments on the first five anniversaries of the grant date, generally conditioned on his continued employment.
RXO Inc filing: Vanguard Capital Management reported beneficial ownership of 8,570,903 shares of RXO Common Stock, representing 5.21% of the class as of 03/31/2026. Vanguard reports sole dispositive power over 8,570,903 shares and sole voting power for 1,200,419 shares. The disclosure is signed by Ashley Grim on 04/30/2026.
RXO Inc reports that Vanguard Portfolio Management beneficially owns 9,101,927 shares of Common Stock, representing 5.54% of the class as reported for the period ending 03/31/2026. The filing shows sole voting power of 67,128 shares and sole dispositive power over 9,101,927 shares, reflecting holdings managed across Vanguard funds and accounts.