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Rxo, Inc. — Presentation deck (company IR deck)
Rxo, Inc. (RXO) · 43 slides · Filed Oct 29, 2026
Every slide of this earnings presentation, with the text as published. Open the original deck ↗ · All RXO deck slides
Slide 1 — RXO, INC.
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 March 31, 2025 or 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 o Non-accelerated filer ☐ Smaller reporting company o
Slide 2 — Emerging growth company
Emerging growth company o 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 May 5, 2025, there were 163,916,125 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
Slide 3 — RXO, Inc.
RXO, Inc. Quarterly Report on Form 10-Q For the Quarterly Period Ended March 31, 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 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 Part II—Other Information Item 1. Legal Proceedings 21 Item 1A. Risk Factors 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Mine Safety Disclosures 21 Item 5. Other Information 21 Item 6. Exhibits 22 Signatures 23
Slide 4 — Table of Contents
Table of Contents PART I—FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 1
Slide 5 — Table of Contents
Table of Contents RXO, Inc. Condensed Consolidated Balance Sheets (Unaudited) March 31, December 31, (Dollars in millions, shares in thousands, except per share amounts) 2025 2024 ASSETS Current assets Cash and cash equivalents $ 16 $ 35 Accounts receivable, net of $11 and $13 in allowances, respectively 1,150 1,227 Other current assets 89 77 Total current assets 1,255 1,339 Long-term assets Property and equipment, net of $333 and $317 in accumulated depreciation, respectively 143 135 Operating lease assets 256 276 Goodwill 1,124 1,123 Identifiable intangible assets, net of $134 and $146 in accumulated amortization, respectively 484 499 Other long-term assets 42 42 Total long-term assets 2,049 2,075 Total assets $ 3,304 $ 3,414 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 498 $ 568 Accrued expenses 358 373 Short-term debt and current maturities of long-term debt 17 17 Short-term operating lease liabilities 80 81 Other current liabilities 11 26 Total current liabilities 964 1,065 Long-term liabilities Long-term debt and obligations under finance leases 387 351 Deferred tax liabilities 77 88 Long-term operating lease liabilities 201 215 Other long-term liabilities 88 83 Total long-term liabilities 753 737 Commitments and Contingencies (Note 11) Equity Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024 — — Common stock, $0.01 par value; 300,000 shares authorized; 163,912 and 162,517 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively 2 2 Additional paid-in capital 1,908 1,904 Accumulated deficit (315) (284) Accumulated other comprehensive loss (8) (10) Total equity 1,587 1,612 Total liabilities and equity $ 3,304 $ 3,414 See accompanying notes to condensed consolidated financial statements. 2
Slide 6 — Table of Contents
Table of Contents RXO, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, (Dollars in millions, shares in thousands, except per share amounts) 2025 2024 Revenue $ 1,433 $ 913 Cost of transportation and services (exclusive of depreciation and amortization) 1,153 699 Direct operating expense (exclusive of depreciation and amortization) 48 53 Sales, general and administrative expense 210 145 Depreciation and amortization expense 32 16 Transaction and integration costs 6 1 Restructuring costs 14 11 Operating loss $ (30) $ (12) Other expense — 1 Interest expense, net 9 8 Loss before income taxes $ (39) $ (21) Income tax benefit (8) (6) Net loss $ (31) $ (15) Loss per share data Basic $ (0.18) $ (0.13) Diluted $ (0.18) $ (0.13) Weighted-average common shares outstanding Basic 168,023 117,217 Diluted 168,023 117,217 See accompanying notes to condensed consolidated financial statements. 3
Slide 7 — Table of Contents
Table of Contents RXO, Inc. Condensed Consolidated Statements of Comprehensive Loss (Unaudited) Three Months Ended March 31, (In millions) 2025 2024 Net loss $ (31) $ (15) Other comprehensive income Foreign currency translation gain $ 2 $ — Other comprehensive income 2 — Comprehensive loss $ (29) $ (15) See accompanying notes to condensed consolidated financial statements. 4
Slide 8 — Table of Contents
Table of Contents RXO, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (In millions) 2025 2024 Operating activities Net loss $ (31) $ (15) Adjustments to reconcile net loss to net cash from operating activities Depreciation and amortization expense 32 16 Stock compensation expense 7 5 Deferred tax benefit (11) (7) Impairment of operating lease assets 4 — Other 2 2 Changes in assets and liabilities Accounts receivable 76 27 Other current assets and other long-term assets (10) (1) Accounts payable (56) (41) Accrued expenses, other current liabilities and other long-term liabilities (15) 21 Net cash provided by (used in) operating activities (2) 7 Investing activities Payment for purchases of property and equipment (15) (11) Business acquisition, net of cash acquired (10) — Net cash used in investing activities (25) (11) Financing activities Proceeds from borrowings on revolving credit facilities 300 39 Repayment of borrowings on revolving credit facilities (265) (31) Payment for tax withholdings related to vesting of stock compensation awards (17) (2) Other (11) — Net cash provided by financing activities 7 6 Effect of exchange rates on cash, cash equivalents and restricted cash 1 — Net increase (decrease) in cash, cash equivalents and restricted cash (19) 2 Cash, cash equivalents, and restricted cash, beginning of period 35 5 Cash, cash equivalents, and restricted cash, end of period $ 16 $ 7 Supplemental disclosure of cash flow information: Leased assets obtained in exchange for new operating lease liabilities $ 4 $ 23 Cash paid for income taxes, net 1 1 Cash paid for interest, net 2 1 Purchases of property and equipment in accounts payable, accrued expenses and other liabilities 11 2 Accrued tax withholdings related to vesting of stock compensation awards 1 — See accompanying notes to condensed consolidated financial statements. 5
Slide 9 — Table of Contents
Table of Contents RXO, Inc. Condensed Consolidated Statements of Changes in Equity (Unaudited) Common Stock (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, 2024 162,517 $ 2 $ 1,904 $ (284) $ (10) $ 1,612 Net loss — — — (31) — (31) Other comprehensive income — — — — 2 2 Stock compensation expense — — 7 — — 7 Vesting of stock compensation awards 1,395 — — — — — 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 Common Stock (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 — — — (15) — (15) Other comprehensive income — — — — — — Stock compensation expense — — 5 — — 5 Vesting of stock compensation awards 518 — — — — — Tax withholdings related to vesting of stock compensation awards — — (2) — — (2) Balance as of March 31, 2024 117,544 $ 1 $ 593 $ (9) $ (3) $ 582 See accompanying notes to condensed consolidated financial statements. 6
Slide 10 — Table of Contents
Table of Contents RXO, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Organization RXO, Inc. (“RXO”, the “Company” or “we”) is a brokered transportation platform defined by cutting-edge technology and an asset-light business model. The largest component is our core truck brokerage business. Our operations also include asset-light managed transportation and last mile services, which complement our truck brokerage business. We present our operations in the condensed consolidated financial statements as one reportable segment. 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the 2024 Form 10-K. The Company’s condensed consolidated financial statements include the accounts of RXO, Inc. and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. 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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Significant Accounting Policies Our significant accounting policies are disclosed in Note 2 to the 2024 Form 10-K. There have been no material changes to the Company’s significant accounting policies as of March 31, 2025. Accounting Pronouncements Issued but Not Yet Effective In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosure.” 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 except 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: 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. 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. Early adoption is permitted. We are currently evaluating the impact of the new guidance. 7
Slide 11 — Table of Contents
Table of Contents 3. Acquisition 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 preliminarily allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date. The following table summarizes the preliminary allocation of consideration to Coyote’s identifiable tangible and intangible assets acquired and liabilities assumed by the Company at the acquisition date. (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 85 Other long-term assets 25 Total assets $ 1,042 Accounts payable $ (208) Accrued expenses (58) Short-term operating lease liabilities (19) Deferred tax liabilities (98) Long-term operating lease liabilities (65) Other long-term liabilities (40) Total liabilities $ (488) Net assets acquired $ 554 Purchase price $ 1,048 Goodwill recorded $ 494 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 fair values of the assets acquired and liabilities assumed are considered preliminary and subject to adjustment as additional information is obtained and reviewed. The final allocation of the purchase price may differ from the preliminary allocation based on completion of the valuation. The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the acquisition date. 8
Slide 12 — Table of Contents
Table of Contents The following table summarizes the preliminary 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 March 31, 2024 Revenue $ 1,582 Loss before income taxes (18) 4. Segment Reporting The tables below provide information about the Company’s reportable segment: Three Months Ended March 31, (In millions) 2025 2024 Revenue $ 1,433 $ 913 Less: Cost of transportation and services (exclusive of depreciation and amortization 1,153 699 Direct operating expense (exclusive of depreciation and amortization) 48 53 Sales, general and administrative expense 203 141 Other expense — 1 Segment adjusted EBITDA $ 29 $ 19 Unallocated corporate expenses 7 4 Depreciation and amortization expense 32 16 Transaction and integration costs 6 1 Restructuring and other costs 14 11 Interest expense, net 9 8 Consolidated loss before income taxes $ (39) $ (21) Excludes unallocated corporate expenses and other costs. (In millions) March 31, 2025 December 31, 2024 Segment assets $ 3,233 $ 3,345 Corporate assets 71 69 Total assets $ 3,304 $ 3,414 (1) (1) 9
Slide 13 — Table of Contents
Table of Contents 5. Revenue Recognition Disaggregation of Revenues We disaggregate our revenue by geographic area, service offering and industry sector. The majority of our revenue, based on sales office location, is generated in the U.S. Approximately 6% 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, 2025 and 2024, respectively. Our revenue disaggregated by service offering is as follows: Three Months Ended March 31, (In millions) 2025 2024 Truck brokerage $ 1,067 $ 564 Last mile 278 232 Managed transportation 137 152 Eliminations (49) (35) Total $ 1,433 $ 913 Our revenue disaggregated by industry sector is as follows: Three Months Ended March 31, (In millions) 2025 2024 Retail/e-commerce $ 531 $ 347 Industrial/manufacturing 278 193 Food and beverage 233 103 Logistics and transportation 125 42 Automotive 96 101 Other 170 127 Total $ 1,433 $ 913 Performance Obligations Remaining performance obligations represent firm contracts for which services have not been performed and future revenue recognition is expected. As permitted in determining the remaining performance obligation, we omit obligations that: (i) have original expected durations of one year or less or (ii) contain variable consideration. As of March 31, 2025, the fixed consideration component of our remaining performance obligations was approximately $31 million, and we expect approximately 96% of that amount to be recognized over the next 3 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. 6. Restructuring Charges We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. 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. 10
Slide 14 — Table of Contents
Table of Contents The following is a rollforward of the Company’s restructuring activity: Three Months Ended March 31, 2025 (In millions) Reserve Balance as of December 31, 2024 Charges Incurred Payments Reserve Balance as of March 31, 2025 Severance $ 5 $ 8 $ (4) $ 9 Equipment and facilities 15 6 (2) 19 Total $ 20 $ 14 $ (6) $ 28 We expect the majority of the cash outlays related to the remaining restructuring liability at March 31, 2025 to be complete within twelve months. 7. Debt The following table summarizes the principal balance and carrying value of our debt: March 31, 2025 December 31, 2024 (In millions) Principal Balance Carrying Value Principal Balance Carrying Value Revolver $ 35 $ 35 $ — $ — 7.50% Notes due 2027 355 350 355 349 Finance leases, asset financing and short-term debt 19 19 19 19 Total debt and obligations under finance leases 409 404 374 368 Less: Short-term debt and current maturities of long-term debt 17 17 17 17 Total long-term debt and obligations under finance leases $ 392 $ 387 $ 357 $ 351 The carrying value of the 7.50% Notes due 2027 is presented net of unamortized debt issuance cost and discount of $5 million and $6 million as of March 31, 2025 and December 31, 2024, respectively. 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. 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 8.00% as of March 31, 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 March 31, 2025, the Company was in compliance with the covenants of the Revolver. There were no letters of credit outstanding on the Revolver at March 31, 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. (1) (1) 11
Slide 15 — Table of Contents
Table of Contents We also have a non-U.S. revolving credit facility with a maximum commitment of approximately $15 million. This facility has a one-year term and we had $15 million outstanding as of March 31, 2025 classified as short-term debt. Notes 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. The Notes were issued at an issue price of 98.962% of par. The effective interest rate on the Notes was 8.13% as of March 31, 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 Notes are guaranteed by each of our direct and indirect wholly-owned domestic subsidiaries (other than certain excluded subsidiaries). The Notes and its guarantees are unsecured, senior indebtedness for us and our guarantors. The Notes contain covenants customary for debt securities of this nature. At March 31, 2025, the Company was in compliance with the covenants of the Notes. 8. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are: • Level 1—Quoted prices for identical instruments in active markets; • Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and • Level 3—Valuations based on inputs that are unobservable, generally utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates. Assets and Liabilities 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, 2025 and December 31, 2024, due to their short-term nature and/or being receivable or payable on demand. Debt The fair value of our debt and classification in the fair value hierarchy is as follows: (In millions) Level March 31, 2025 December 31, 2024 Revolver 3 $ 35 $ — 7.50% Notes due 2027 1 366 365 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. 12
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Table of Contents 9. Stockholders’ Equity 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 months ended March 31, 2025. As of March 31, 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. 10. Earnings per Share The computations of basic and diluted loss per share are as follows: Three Months Ended March 31, (Dollars in millions, shares in thousands, except per share data) 2025 2024 Net loss $ (31) $ (15) Basic weighted-average common shares 168,023 117,217 Dilutive effect of stock-based awards — — Diluted weighted-average common shares 168,023 117,217 Basic loss per share $ (0.18) $ (0.13) Diluted loss per share $ (0.18) $ (0.13) Antidilutive shares excluded from diluted weighted-average common shares 1,512 2,514 11. Commitments and Contingencies We are involved, and will continue to be involved, in numerous proceedings arising out of the conduct of our business. These proceedings may include claims for property damage or personal injury incurred in connection with the transportation of freight, environmental liability, commercial disputes, and employment- related claims, including claims involving asserted breaches of employee restrictive covenants. These matters also include several class action and collective action cases involving claims that the contract carriers with which we contract for performance of delivery services, or their delivery workers, should be treated as employees, rather than independent contractors (“misclassification claims”). Plaintiffs in such cases may seek substantial monetary damages (including claims for unpaid wages, overtime, unreimbursed business expenses, deductions from wages, penalties and other items), injunctive relief, or both. We establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, we disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on our assessment, together with legal counsel, regarding the ultimate outcome of the matter. 13
Slide 17 — Table of Contents
Table of Contents We believe that we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. We do not believe that the ultimate resolution of any matters to which we are presently a party will have a material adverse effect on our results of operations, cash flows or financial condition. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our results of operations, cash flows or financial condition. Legal costs incurred related to these matters are expensed as incurred. We carry liability and excess umbrella insurance policies that we deem sufficient to cover potential legal claims arising in the normal course of conducting our operations as a transportation company. The liability and excess umbrella insurance policies generally do not cover the misclassification claims described in this note. In the event we are required to satisfy a legal claim outside the scope of the coverage provided by insurance, our results of operations, cash flows or financial condition could be negatively impacted. 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. 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. 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. We continue to believe the misclassification claims are without merit and we intend to defend the Company vigorously in these matters. We do not believe that the incurrence of a loss is probable at this time and, accordingly, we have not accrued for any losses in these matters. Further, the plaintiffs have not quantified damages sought in the misclassification claims and we are unable at this time to determine the amount of the possible loss or range of loss, if any, that we may incur as a result of the misclassification claims. 14
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Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q and other written reports and oral statements we make from time to time contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” 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 the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes 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 those discussed below and the risks discussed in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements set forth in this Quarterly Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report, and with the audited consolidated financial statements and related notes thereto included in the 2024 Annual Report on Form 10-K. Forward-looking statements set forth in this Quarterly Report 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. Business Overview RXO, Inc. (“RXO”, the “Company” or “we”) is a brokered transportation platform defined by cutting-edge technology and an asset-light business model. The largest component is our core truck brokerage business. Our operations also include asset-light managed transportation and last mile services, which complement our truck brokerage business. Our truck brokerage business has a history of generating robust free cash flow conversion and a high return on invested capital. Shippers create demand for our service, and we place their freight with qualified independent carriers using our technology. We price our service on either a contract or a spot basis. Notable factors that enable volume growth in our business include our ability to access massive truckload capacity for shippers through our carrier relationships; our proprietary, cutting-edge technology; our strong management expertise; and favorable long-term industry tailwinds. We provide our customers with highly efficient access to capacity through our digital brokerage technology. This proprietary platform is a major differentiator for our truck brokerage business, and together with our pricing technology, we believe it can unlock incremental profitable growth. Our complementary services for managed transportation and last mile also utilize our digital brokerage technology. 15
Slide 19 — Table of Contents
Table of Contents Our managed transportation service provides asset-light solutions for shippers who outsource their freight transportation to gain reliability, visibility and cost savings. The service uses proprietary technology to enhance our revenue synergy, with cross-selling to truck brokerage and last mile. Our managed transportation offering includes bespoke load planning and procurement, complex solutions tailored to specific challenges, performance monitoring, engineering and data analytics, among other services. Our control tower solution leverages the expertise of a dedicated team focused on continuous improvement, and digital, door-to-door visibility into order status and freight in transit. In addition, we offer technology-enabled managed expedite services that automate transportation procurement for time-critical freight moved by road and air charter carriers. We also offer freight forwarding services, including facilitation of ocean and air transportation, customs brokerage and additional domestic services. Our last mile offering is an asset-light service that facilitates consumer deliveries performed by highly qualified third-party contractors. We are the largest provider of outsourced last mile transportation for heavy goods in the U.S., positioned within 125 miles of the vast majority of the U.S. population and serving a customer base of omnichannel and e-commerce retailers and direct-to-consumer manufacturers. The Coyote Acquisition 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. 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. Refer to Note 3—Acquisition to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for disclosures regarding the Company’s acquisition of Coyote. Impact of Inflation Economic inflation can have a negative impact on our operating costs, and any economic recession could depress activity levels and adversely affect our results of operations. A prolonged period of inflation could cause interest rates, fuel, wages and other costs to continue to increase, which would adversely affect our results of operations unless our pricing to our customers correspondingly increases. Generally, inflationary increases in labor and operating costs related to our operations have historically been offset through price increases. However, the pricing environment generally becomes more competitive during economic downturns, which may, as it has in the past, affect our ability to obtain price increases from customers both during and following such periods. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the 2024 Form 10-K. The Company’s condensed consolidated financial statements include the accounts of RXO, Inc. and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. 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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Refer to Note 2—Basis of Presentation and Significant Accounting Policies for additional details regarding the basis of presentation used for the Company’s condensed consolidated financial statements. 16
Slide 20 — Table of Contents
Table of Contents Cost of transportation and services (exclusive of depreciation and amortization) primarily includes the cost of providing or procuring freight transportation for RXO customers. Direct operating expenses (exclusive of depreciation and amortization) includes both fixed and variable expenses and consists mainly of personnel costs; facility and equipment expenses, such as rent, utilities, equipment maintenance and repair; costs of materials and supplies; information technology expenses; and gains and losses on sales of property and equipment. Sales, general and administrative expense (“SG&A”) primarily consists of salaries and commissions for the sales function; salary and benefit costs for executive and certain administration functions; third-party professional fees; facility costs; bad debt expense; and legal costs. RXO has one reportable segment. Results of Operations Three Months Ended March 31, Percentage of Revenue (In millions) 2025 2024 2025 2024 Revenue $ 1,433 $ 913 100.0 % 100.0 % Cost of transportation and services (exclusive of depreciation and amortization) 1,153 699 80.5 % 76.6 % Direct operating expense (exclusive of depreciation and amortization) 48 53 3.3 % 5.8 % Sales, general and administrative expense 210 145 14.7 % 15.9 % Depreciation and amortization expense 32 16 2.2 % 1.8 % Transaction and integration costs 6 1 0.4 % 0.1 % Restructuring costs 14 11 1.0 % 1.2 % Operating loss $ (30) $ (12) (2.1)% (1.3)% Other expense — 1 — % 0.1 % Interest expense, net 9 8 0.6 % 0.9 % Loss before income taxes $ (39) $ (21) (2.7)% (2.3)% Income tax benefit (8) (6) (0.6)% (0.7)% Net loss $ (31) $ (15) (2.2)% (1.6)% Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024 Revenue increased by 57.0% to $1.4 billion in the first quarter of 2025, compared with $913 million for the same quarter in 2024. The year-over-year increase in revenue in the first quarter of 2025 was driven by (i) a $503 million increase in truck brokerage revenue, primarily as a result of the Coyote acquisition and (ii) a $46 million increase in last mile revenue, primarily as a result of a 24% increase in volume. This was partially offset by a $15 million decrease in revenue in our managed transportation business, driven primarily by a decrease in expedite ground volume. Cost of transportation and services (exclusive of depreciation and amortization) in the first quarter of 2025 was $1.2 billion, or 80.5% of revenue, compared with $699 million, or 76.6% of revenue in the same quarter of 2024. The $454 million increase is primarily attributable to the Coyote acquisition. The year- over-year increase as a percentage of revenue during the first quarter of 2025 was driven primarily by (i) a 0.8 percentage point increase in truck brokerage cost of transportation and services as a percentage of revenue, as lower freight rates were not fully offset by corresponding reductions in cost of purchased transportation during the quarter and (ii) a 3.2 percentage point increase in last mile cost of transportation and services as a percentage of revenue as a result of freight mix changes. Direct operating expense (exclusive of depreciation and amortization) of $48 million in the first quarter of 2025 decreased $5 million, or 9.4%, from $53 million in the same quarter of 2024. As a percentage of revenue, direct operating expense (exclusive of depreciation and amortization) decreased to 3.3% in the first quarter of 2025 compared with 5.8% in the same quarter of 2024 due to cost reduction initiatives. 17
Slide 21 — Table of Contents
Table of Contents SG&A of $210 million in the first quarter of 2025 increased $65 million, or 44.8%, from $145 million in the first quarter of 2024, primarily attributable to the Coyote acquisition. As a percentage of revenue, SG&A decreased to 14.7% in the first quarter of 2025 compared with 15.9% for the same quarter of 2024 driven primarily by improved leverage as a result of increased scale due to the Coyote acquisition, as well as cost savings from restructuring actions. Depreciation and amortization expense for the first quarter of 2025 was $32 million, compared with $16 million for the same quarter in 2024. Depreciation and amortization expense for the first quarter of 2025 included $16 million as a result of the Coyote acquisition. Transaction and integration costs for the first quarter of 2025 and 2024 were $6 million and $1 million, respectively. Transaction and integration costs for the first quarter of 2025 included $5 million as a result of the Coyote acquisition. Restructuring costs for the first quarter of 2025 and 2024 were $14 million and $11 million, respectively, and primarily comprised severance costs and operating lease impairment costs. Our effective income tax rates were 19.2% and 27.7% for the first quarter of 2025 and 2024, respectively. The effective tax rates for the first quarter of 2025 and 2024 were calculated using the discrete method. Our effective tax rate for the first quarter of 2025 differs from the U.S. corporate income tax rate of 21% primarily due to the effect of nondeductible expenses when experiencing a pre-tax loss. Our effective tax rate for the first quarter of 2024 differs from the U.S. corporate income tax rate of 21% primarily due to state income taxes within the U.S. Liquidity and Capital Resources Overview Our ability to fund our operations and anticipated capital needs are reliant upon the generation of cash from operations, supplemented as necessary by utilization of our revolving credit facility. Our principal uses of cash in the future will be primarily to fund our operations, working capital needs, capital expenditures, repayment of borrowings, share repurchases and strategic business development transactions. The timing and magnitude of our growth and working capital needs can vary and may positively or negatively impact our cash flows. We continually evaluate our liquidity requirements and capital structure in light of our operating needs, growth initiatives and capital resources. We believe that our existing liquidity and sources of capital are sufficient to support our operations over the next 12 months and thereafter, for the foreseeable future. Capital Expenditures Our 2025 capital expenditures include capital associated with strategic investments in technology, equipment and real estate. The level and the timing of the Company’s capital expenditures within these categories can vary as a result of a variety of factors outside of our control, such as the timing of new contracts and availability of labor and equipment. We believe that we have significant discretion over the amount and timing of our capital expenditures as we are not subject to any agreement that would require significant capital expenditures on a designated schedule or upon the occurrence of designated events. Debt and Financing Arrangements We were in compliance with all covenants and other provisions of our outstanding debt and financing arrangements as of March 31, 2025. Any failure to comply with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations. Refer to Note 7— Debt to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for disclosures regarding the Company’s debt and financing arrangements as of March 31, 2025. 18
Slide 22 — Table of Contents
Table of Contents Financial Condition Our asset and liability balances are summarized as follows: (In millions) March 31, 2025 December 31, 2024 $ Change % Change Total current assets $ 1,255 $ 1,339 $ (84) (6.3)% Total long-term assets 2,049 2,075 (26) (1.3)% Total current liabilities 964 1,065 (101) (9.5)% Total long-term liabilities 753 737 16 2.2 % Total assets decreased by $110 million from December 31, 2024 to March 31, 2025, primarily due to (i) a $77 million decrease in accounts receivable as a result of a sequential decrease in revenue, (ii) a $20 million decrease in operating lease assets as a result of amortization and (iii) a $19 million decrease in cash and cash equivalents as a result of timing of transaction-related payments associated with the Coyote acquisition. Total liabilities decreased by $85 million from December 31, 2024 to March 31, 2025, primarily due to a sequential decrease in third party transportation costs, partially offset by a $36 million increase in long-term debt and obligations under finance leases. Cash Flow Activity Our cash flows from operating, investing and financing activities are summarized as follows: Three Months Ended March 31, (In millions) 2025 2024 $ Change Net cash provided by (used in) operating activities $ (2) $ 7 $ (9) Net cash used in investing activities (25) (11) (14) Net cash provided by financing activities 7 6 1 Effect of exchange rates on cash, cash equivalents and restricted cash 1 — 1 Net change in cash, cash equivalents and restricted cash $ (19) $ 2 $ (21) Net cash provided by operating activities for the first three months of 2025 decreased by $9 million compared with the same period in 2024. The decrease in cash provided by operating activities reflects the impact of (i) a $16 million increase in net loss between periods and (ii) changes in working capital. Investing activities used $25 million of cash for the first three months of 2025, compared with using $11 million of cash for the same period in 2024. The increased usage in the first quarter of 2025 was due to $10 million paid related to the Coyote acquisition for working capital and other post-closing adjustments. Financing activities provided $7 million of cash for the first three months of 2025, compared to providing $6 million of cash for the same period in 2024. The primary source of cash in the first three months of 2025 was $35 million in net proceeds from borrowings, partially offset by $17 million in payments for tax withholdings primarily attributable to the vesting of stock compensation awards held by non-RXO employees at the spin which are now substantially complete. The primary source of cash in the first three months of 2024 was $8 million in net proceeds from borrowings. Critical Accounting Policies Our significant accounting policies, which include management’s most subjective and complex estimates and judgments, are included in Note 2—Basis of Presentation and Significant Accounting Policies to the Consolidated Financial Statements for the year ended December 31, 2024 included in the 2024 Form 10-K. A discussion of accounting estimates, considered critical because of the potential for a significant impact on the financial statements due to the inherent uncertainty in such estimates, are disclosed in the Critical Accounting Policies and Estimates section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2024 Form 10-K. There have been no significant changes in the Company’s critical accounting estimates since December 31, 2024. 19
Slide 23 — Table of Contents
Table of Contents ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk related to changes in foreign currency exchange rates, commodity prices, interest rates and the price of diesel fuel purchased by third-party carriers who perform the physical freight movements we arrange. There have been no material changes to our quantitative and qualitative disclosures about market risk related to our continuing operations during the quarter ended March 31, 2025, as compared with the quantitative and qualitative disclosures about market risk described in the 2024 Form 10-K. ITEM 4. CONTROLS AND PROCEDURES Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d- 15(e) under the Securities Exchange Act of 1934, as amended, as of March 31, 2025. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2025, such that the information required to be included in our SEC reports is: (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to RXO, including our consolidated subsidiaries; and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting Except as described below, there have not been any changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. The Company completed its acquisition of Coyote on September 16, 2024 and is in the process of integrating the acquired business into the Company’s overall internal controls over financial reporting process. 20
Slide 24 — Table of Contents
Table of Contents PART II—OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See Note 11—Commitments and Contingencies to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of our legal proceedings. ITEM 1A. RISK FACTORS For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in the 2024 Form 10-K. There have been no material changes with respect to these risk factors. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There were no issuances of unregistered securities during the three months ended March 31, 2025. On May 2, 2023, the Company’s Board of Directors authorized the repurchase of up to $125 million of the Company’s common stock. As of March 31, 2025, $123 million remained available under the program for future share repurchases. We are not obligated to repurchase any specific number of shares or use a specific dollar amount of the approved amount. The 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. There were no share repurchases under the program or otherwise during the three months ended March 31, 2025. For further details, refer to Note 9—Stockholders’ Equity to the condensed consolidated financial statements. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION None. 21
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Table of Contents ITEM 6. EXHIBITS Exhibit Number Description 10.1 *+ Form of RXO, Inc. Annual Incentive Plan 31.1 * Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025. 31.2 * Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025. 32.1 ** Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025. 32.2 ** Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025. 101.INS * XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH * XBRL Taxonomy Extension Schema. 101.CAL * XBRL Taxonomy Extension Calculation Linkbase. 101.DEF * XBRL Taxonomy Extension Definition Linkbase. 101.LAB * XBRL Taxonomy Extension Label Linkbase. 101.PRE * XBRL Taxonomy Extension Presentation Linkbase. 104 * Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. + This exhibit is a management contract or compensatory plan or arrangement. 22
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Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 7, 2025 RXO, INC. By: /s/ Drew M. Wilkerson Drew M. Wilkerson Chief Executive Officer (Principal Executive Officer) By: /s/ James E. Harris James E. Harris Chief Financial Officer (Principal Financial Officer) 23
Slide 27 — RXO Annual
Exhibit 10.1 Form of RXO Inc. Annual Incentive Plan RXO Annual Incentive Plan The RXO Annual Incentive Plan furthers our “Pay for Performance” philosophy on compensation and aligns short-term compensation plans of the business units/lines of business into one annual incentive plan. This document will cover the eligibility, metrics, and funding mechanism, as well as how individual performance influences the bonus decisions. Creation Date: Update Date: Distribution Date: Version Number:
Slide 28 — RXO Annual Incentive Plan
RXO Annual Incentive Plan RXO Annual Incentive Plan 1. Table of Contents 1. Table of Contents 2 2. Overview 3 3. Eligibility 4 4. Plan Effective Date 4 5. Plan Design 4 5.1. Measures & Metrics for the Objective and Performance 4 5.2. Weights Assigned to Performance Metrics 5 5.3. Funding Scale* 6 5.4. Bonus Calculation 6 5.5. Award Computational Examples 7 5.6. Payment Frequency 7 6. Eligibility Criteria 7 6.1. Requirement of Active Employment 7 6.2. Exclusion Rules 7 6.3. Employee Acknowledgment 7 6.4. New Hires and Transfers In 7 6.5. Change in Position 8 6.6. Leaves of Absence 8 6.7. Separation due to Retirement, Death or Disability 8 6.8. Effect of Separation 9 6.9. Clawback Policy 9 7. Change Management 9 7.1. Plan Communication 9 7.2. Plan Errors and Overpayments 9 7.3. Communicating Changes to the Plan 9 8. Plan Terms and Conditions 10 8.1. Management Discretion 10 8.2. At-Will Employment 10 8.3. Entire Understanding 10 8.4. No Transfers, Assignments or Pledges 10 8.5. No Trust / Separate Fund 10 8.6. Plan Liability 10 8.7. Single Plan Eligibility 11 8.8. [Local Law Exceptions and Provisions] 11 9. Abbreviations and Terminology 11 10. Plan Creation, Review and Approval 12 10.1. Plan Created By 12 10.2. Plan Acknowledgment 12
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Slide 30 — RXO Annual Incentive Plan
RXO Annual Incentive Plan 2. Overview This document explains the terms of the RXO Annual Incentive Plan (hereinafter, the “Plan”). Please review the information in this Plan and discuss any questions you have with your manager. In this Plan, the terms “RXO,” the “Company,” “we” and “our” refer to the RXO entity by which you are employed. In this Plan, the term “Participant” refers to employees eligible under this Plan. Neither this Plan nor any other company guidelines, policies, or practices create an employment contract, bargain, or agreement or confer any contractual rights whatsoever. No representative of the company is authorized to provide any employee, individually or collectively, with an employment contract or special arrangement concerning the terms or conditions of employment unless the contract or agreement is in writing and signed by the CEO or CHRO. This plan is subject to changes and modifications at any time at the discretion of the Company. Page 3 of 12
Slide 31 — RXO Annual Incentive Plan
RXO Annual Incentive Plan 3. Eligibility Determination of eligibility for this Plan will be at the discretion of the Company. Eligible employees are salaried exempt, salaried non-exempt, and select hourly employees who are generally in the following job functions: [___]. Eligible job functions may vary by business unit or line of business. Employees who are eligible for another incentive plan, such as a sales incentive plan, sales commission plan, or quarterly incentive bonus, are ineligible to participate in this Plan. Employees hired after September 30 in the given calendar year are ineligible to receive a bonus for that same year and will become eligible in the following year unless there is a pre-existing agreement in writing with the employee. Employees who have given notice of resignation or who terminate before the bonus payout date will be ineligible to receive any bonus, subject to applicable law. Temporary employees and contractors are ineligible under this plan. In addition, whoever the Company, in its sole discretion, deems eligible to participate, as documented in writing, may also be an eligible Participant in this Plan. 4. Plan Effective Date The effective date for this Plan is January 1, ______. This Plan supersedes all previous bonus incentive plans and agreements and all other previous oral or written statements by the Company on the subject. This Plan will continue in effect until revised or terminated by RXO in writing or superseded by a subsequent Plan. 5. Plan Design The Participants are subject to all terms of this Plan. Financial and non-financial targets may be recalibrated due to an event of any merger, reorganization, consolidation or any other activity impacting the company or business units/lines of business based on the review and discretion of [____]. 5.1. Measures & Metrics for the Objective and Performance Under the terms of this Plan, each Participant’s incentive compensation (or “Bonus”) will be determined based on the financial performance of the Company against goals, [specific Company milestones achieved,] and based on individual employee performance, which will be measured annually. Each Participant in the Plan is eligible to earn a Bonus payout based on one or more of the corresponding performance metrics (“Funding Metrics”). The Funding Metrics are as follows:* 1. [Adjusted EBITDA (business, consolidated, or both)] 2. [Adjusted Free Cash Flow Conversion] 3. [Cost Synergies] 4. [Other] *[Funding Metrics may change from year to year and vary by participant. For example, Funding Metrics may include, among others, (A) share price, (B) net income, earnings or earnings before or after taxes (including earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization) including, in each case, for the avoidance of doubt, on an adjusted basis, (C) operating income, profit, operating profit or economic profit, (D) capital efficiency, (E) cash flow (including specified types or categories thereof including, but not limited to, operating cash flow and free cash flow), (F) cash Page 4 of 12
Slide 32 — 5.2. Weights Assigned to Performance Metrics
RXO Annual Incentive Plan flow return on capital, (G) revenues (including specified types or categories thereof), (H) return on stockholders’ equity, (I) return on investment or capital, (J) return on assets, (K) gross or net profitability/profit margins, (L) objective measures of productivity or operating efficiency, (M) costs (including specified types or categories thereof), (N) budgeted expenses (operating and capital), (O) market share (in the aggregate or by segment), (P) level or amount of acquisitions (in terms of size, number of transactions or otherwise), (Q) economic value-added, (R) enterprise value, (S) book value, (T) working capital, (U) safety and accident rates, (V) days sales outstanding, (W) customer satisfaction, (X) overall or selected premium or sales, (Y) expense ratio, (Z) gross or unit margin, and (AA) total stockholder return. Different types of milestones may be included.] There is also an individual employee performance modifier, which is used to help determine the final amount to be paid out. 5.2. Weights Assigned to Performance Metrics The funding of this Plan is determined by the performance achievement of the four Funding Metrics. In their sole discretion, goals are set by [______], reviewed regularly by the Corporate FP&A team, and measured annually. The Funding Metrics vary based on each Participant’s role, business unit/line of business, and AIP-designated plan level (“Plan Level”). The Participant’s Plan Level and assigned weightings are designed to maintain a balance between the Participant’s line of business and the larger organization that they support. Participants’ Plan Levels and assigned weightings in the Plan vary and are subject to change during the performance period at the sole discretion of the Company. • Plan Level 1 – Shared Services: Weightings and Funding Metrics are generally [__]% [Adjusted EBITDA] of the combined business units/lines of business of RXO (“RXO Consolidated”) and [__]% [Adjusted Free Cash Flow Conversion]. For certain Participants, such as Named Executive Officers, Vice Presidents, et al., the Funding Metrics are [Adjusted EBITDA, Adjusted Free Cash Flow Conversion, and Cost Synergies] with varied weightings. Shared Services includes certain employees in the Legacy Coyote system in the Corporate Services group. Refer to Table [__]. • Plan Level 2 – Business Units: The standard is [__]% [Adjusted EBITDA] of the Participant’s business unit/line of business, [__]% [Adjusted EBITDA] of RXO Consolidated, and [__]% [Cost Synergies]. Further, certain Participants may also, or as a substitute for another Funding Metric, be measured on [specified milestones]. Refer to Table [__]. • Plan Level 3 – [______]: The weightings and Funding Metrics for those in the [______] organization vary based on the Participant’s role, job level, degree to which the Participant supports a business unit/line of business, and the ability to impact the Funding Metric target goal. Refer to Table [__]. Note: Goals and targets may be adjusted or recalibrated due to an event of any merger, reorganization, consolidation or any other activity impacting the company or business unit/line of business, based on the review and at the discretion of [_____]. Further, Participants who are deemed to have underperformed against goals during the performance period, as determined in the individual performance evaluation, will not be eligible for a Bonus. [Table ___] [if applicable] Page 5 of 12
Slide 33 — 5.3. Funding Scale*
RXO Annual Incentive Plan 5.3. Funding Scale* The overall funding payout of your bonus is based on the Plan Level achievement of the target goal(s) and the weightings of each applicable Funding Metric. Refer to Table [__]. *[Funding scale specifics to be included each year] Note: Any achievement in between the values shown above will have payouts calculated based on straight-line interpolation. The maximum funding percentage is capped at [200]%. 5.4. Bonus Calculation The bonus calculation is a multi-step process that includes the following components: base salary, bonus target, consolidated bonus funding percentage and employee performance. Base Salary: For exempt employees, we use the base salary that the Participant is being paid during the performance year, prorated based on hire date and time incurred at each base salary, if the Participant’s salary changes. For non-exempt employees, the Participant’s eligible earnings are used, which include regular earnings, holiday pay, paid time off, overtime, bereavement, training, shift differentials, parental leave, vacation pay, jury duty and other applicable wage types as defined by the Company. Incentive compensation is not included in the eligible earnings calculation. The eligible earnings will be based on the time spent at RXO and in an eligible job role. For more information on proration rules, refer to sections 6.4 and 6.5. Bonus Targets: Each eligible Participant has a target bonus percentage, which is multiplied against the base salary calculation (or eligible earnings for non-exempt employees) for the performance year to determine the target bonus dollar amount. Similar to calculating base salaries, the bonus targets are based on time spent in the eligible position. If a Participant changes positions during the performance year, the yearend bonus target is calculated based on the number of days the Participant spent at each eligible position. For more information on proration rules, refer to section 6.4. Consolidated Funding Percentage: The consolidated funding percentage is based on the cumulative achievement of the Funding Metrics for each bonus Plan Level. The Participant’s funding percentage, prorated where applicable, is calculated using the funding scale at each level of goal achievement and weighted at each Funding Metric in the Participant’s Plan Level. The Funding Scale determines the funding percentages for all Plan Levels. Refer to Table [__] to review the funding scale. Employee Performance: Employee performance is an evaluative metric from the Participant’s manager and is based on performance against individual goals that were in place during the performance period. Note: employees deemed to have underperformed during the performance period will not be bonus eligible. Table 5.4 – Bonus Calculation *The employee performance metric, as defined above, is applied to the final bonus payout, subject to management review and approval. Page 6 of 12
Slide 34 — RXO Annual Incentive Plan
RXO Annual Incentive Plan The Company retains final discretion to approve, modify, or disqualify the amount of any award under the Plan. 5.5. Award Computational Examples [Examples to be included each year for applicable participants] 5.6. Payment Frequency Bonuses are calculated annually. Bonuses are paid in the first quarter following the end of the performance period except for payments made in [____]. [Also see Section 8.8 of this Plan.] In all cases, bonuses are earned when paid. All incentive payments are subject to all required or authorized deductions and withholdings. Participants must meet the Eligibility Criteria contained in Section 6, including but not limited to being actively employed on the date the bonus is paid. You and the Company acknowledge that any payment made under the Plan is intended to be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and this Agreement shall be interpreted in accordance with such intention. 6. Eligibility Criteria 6.1. Requirement of Active Employment To earn and receive a bonus award, participants must be actively employed by RXO in a position eligible under this Plan, both on the last day of the applicable performance or calculation period (e.g., the last day of the performance year), and on the date that the incentive is scheduled to be paid, subject to applicable law. 6.2. Exclusion Rules Only active employees meeting the criteria set forth in the Plan documents are eligible for participation in this Plan. No bonus may be earned where a Plan Participant has engaged in any fraud, deception, or misrepresentation to customers, the Company, or both. In such an event, the Company may adjust the bonus or any future payments to the extent permitted by applicable law. 6.3. Employee Acknowledgment It is a condition of the employee’s eligibility that s/he timely acknowledges the terms and conditions of the Plan in writing or through an approved electronic method (e.g., RXO’s Learning Management System). 6.4. New Hires and Transfers In Eligibility for a bonus under this Plan begins the first day of the performance or calculation period (January 1 ) following commencement of employment in the position covered by this Plan. Only employees hired on or before September 30 are eligible to participate in this Plan. Employees hired or transferred into this Plan in Q1, Q2 or Q3 will have a prorated target bonus, for each of the new and prior positions, based on time in the position. Transfers into the Plan will be prorated based on the Participant’s start date in the Plan and eligible earnings. Participants who transfer from non-eligible bonus roles to eligible bonus roles will be eligible to receive a bonus for the time spent only in the bonus eligible role. The bonus calculation will be prorated based on date of entry into the bonus eligible role. Participants who transfer between business units, within this incentive plan framework, will not be impacted by prorations, if the bonus plan, bonus target percent and bonus eligibility remain the same. st th Page 7 of 12
Slide 35 — 6.5. Change in Position
RXO Annual Incentive Plan 6.5. Change in Position If the Participant leaves a position covered by this Plan due to promotion or job classification change, s/he will be eligible for incentives through their last date in the eligible role whether or not s/he is employed in the position covered by this Plan on the date that the incentive is scheduled to be paid, subject to all other terms of the Plan and provided that the Participant is actively employed by RXO in a different position on the payment date, unless otherwise required by applicable law. Participants who are promoted or receive a bonus target percent increase will be eligible for a prorated bonus target percent based on the time spent in each role. The bonus calculation will account for earnings throughout the year. Participants who are demoted or receive a bonus target percent decrease will be eligible for a prorated bonus target percent based on the time spent in each role. The bonus calculation will account for earnings throughout the year. In addition, RXO will calculate and pay the Participant a bonus amount based on his/her actual results during the partial period during which s/he left the position covered by this Plan, subject to all other terms of the Plan and provided that s/he is actively employed by RXO on the date that the payment is scheduled to be paid to the Participant, unless otherwise required by applicable law. This calculation will be done in RXO’s discretion, and RXO may prorate, but shall not be required to prorate, any related targets and/or payout amounts when making that calculation. See below example. Proration Example If an employee has an annual bonus target of $10,000 for the full year in one eligible position under the Plan and changes positions on April 1 , that target is multiplied by number of days in the eligible position (90), divided by the number of days in the Plan year (365). This amount ($2,465.75) is then multiplied by the consolidated annual funding of the participant’s Plan Level achievement metrics, say, for example, 67.5% as shown in Table [__]. Then the Plan would be funded $1,664.38 ($2,465.75 * 67.5%) and such amount may be allocated to the employee or adjusted up or down based on the employee’s performance, overall bonus pool allocation and/or management discretion. 6.6. Leaves of Absence The Participant is not eligible to participate in this Plan while on a leave of absence, including medically related leaves and personal leaves of absence. Under no circumstances should the Participant do any work while out on leave. Participants on an approved leave of absence pursuant to statute (federal, state or local law) will be eligible for a bonus (full or pro-rata) in accordance with legal requirements. Participants on any other approved type of leave of absence will be eligible for a bonus (full or pro- rata) at the Plan Administrator’s discretion. If a Participant is not active on the date an incentive is scheduled to be paid due to an approved leave of absence but was employed through the end of the performance period and would otherwise have earned an incentive for that performance period, the incentive will be considered earned, and will be paid in the ordinary course, despite the Participant’s absence on the date of payment. 6.7. Separation due to Retirement, Death or Disability Participants who leave a position covered by this Plan due to retirement (age 55 with 10 or more years of service), death or total disability (as defined in our long-term disability plan), will be eligible to receive a bonus award for the last performance/calculation period that s/he completed (e.g., calendar year) whether or not s/he is actively employed by RXO on the date that the bonus award is scheduled to be paid (but subject to all other terms of the Plan). In addition, RXO will calculate and pay the participant (or your estate) a bonus award amount based on his/her actual results during the partial period in which s/he left the position, subject to all other terms of the Plan. This calculation will be done in RXO’s discretion, and RXO may prorate, but shall not be required to prorate, any related targets and/or payout amounts when making that calculation. In st Page 8 of 12
Slide 36 — RXO Annual Incentive Plan
RXO Annual Incentive Plan no event will a Participant be eligible to receive incentives that have not been earned prior to his or her last day of employment, unless otherwise required by applicable law. Employees should contact their local Human Resources representative for an explanation of incentive payments due upon retirement, as applicable. 6.8. Effect of Separation To earn and receive a bonus award, participants must be actively employed by RXO in a position eligible under this Plan, both on the last day of the applicable performance or calculation period (e.g., the last day of the performance year), and on the date that the incentive is scheduled to be paid. Consequently, if the Participant gives notice of resignation or leaves RXO, voluntarily or involuntarily, before the end of the performance year or before the date that the incentive is scheduled to be paid, then the Participant will not have earned and will not receive the incentive for that performance period, subject to applicable law. 6.9. Clawback Policy The Company has adopted a clawback policy in accordance with New York Stock Exchange listing requirements. This policy applies in the event of any accounting restatement necessitated by material non-compliance with financial reporting requirements under applicable federal securities laws, in accordance with Rule 10D-1 of the Securities Exchange Act of 1934. The executives of the Company who serve or served as an “Executive Officer” (as defined under Rule 10D) of the Company are subject to this policy, even if s/he had no responsibility for the financial statement errors which may require restatement. 7. Change Management 7.1. Plan Communication Communication of the plan will be made to Participants in writing by business unit management and Human Resources, as soon as practicable, before or after the start of the new year. 7.2. Plan Errors and Overpayments If an error in calculation is discovered or brought to the attention of the Company, correction of the error will occur in a timely manner. If the error resulted in an underpayment to the Participant, then the amount owed will be paid to the Participant as soon as practicable. If the error resulted in an overpayment to the Participant, then the overpayment will be considered an advance subject to repayment. If the Participant believes that s/he has not been paid the correct amount due under this Plan for any time period, the Participant must notify his/her manager by the earlier of one-hundred eighty (180) days after the end of the applicable performance or calculation period (e.g., calendar year) or thirty (30) days after receiving a statement showing RXO’s calculation of the payout, or the issue may be considered conclusively resolved against the Participant to the full extent permitted by applicable law. If a Participant at any time owes any amounts to the Company, the Participant agrees to pay those amounts to Company upon demand, and in addition authorizes Company to deduct any amounts owed from any payment of any kind otherwise due to Participant including, but not limited to incentives or other wages to the full extent permitted by applicable law. Participants may be required to sign an express written authorization for the Company to recover any overpayment. 7.3. Communicating Changes to the Plan The Company and/or Compensation Committee of the Board of Directors retain absolute sole discretion to approve, increase, decrease or eliminate the amount of any unearned award under the Plan, to the maximum extent permitted by applicable law. All such changes will be in writing. Page 9 of 12
Slide 37 — RXO Annual Incentive Plan
RXO Annual Incentive Plan 8. Plan Terms and Conditions 8.1. Management Discretion This Plan is not a contract, promise or guarantee that any amount will be earned or paid. No incentive, bonus or other amount is earned in advance of its approval and payment by RXO and satisfaction of all conditions required under this Plan. No incentive, bonus or other amount is to be considered as a benefit or constitute a right for the Participant. Except for the terms of the prior three sentences, which may not be modified, and to the extent permitted by federal or state law, this Plan and/or its application to any person may be modified or terminated by RXO at any time, in the discretion of [____]. In all instances in which this Plan grants discretion to RXO, RXO shall have the right to exercise its discretion in a complete and unfettered manner. RXO reserves the right to administer, construe and interpret this Plan, to make all determinations related to this Plan, to approve all payments before they are made, and to resolve all issues and disputes related to this Plan, all at RXO’s discretion. RXO’s decisions on these subjects shall be final, conclusive and binding on all concerned. 8.2. At-Will Employment Eligibility to participate in this Plan does not constitute a contract of employment with RXO and does not provide the Participant any right or expectation to continue as an employee of RXO. All employment with RXO by individuals who are eligible for this Plan is on an at-will basis, meaning that either the employee or RXO may terminate the employment relationship at any time for any reason, either with or without cause or notice. 8.3. Entire Understanding This Plan is the final and complete expression of the parties’ agreements on these subjects. There are no further or contrary oral or written promises or representations on these subjects. This Plan may be amended only by RXO, and only in writing. It may not be amended orally or by course of dealing. This Plan supersedes and replaces all prior discussions, representations or agreements on these subjects, including all other incentive compensation programs, plans and agreements of any kind, unless otherwise specifically determined in writing by management, in its discretion. If any part of this Plan is held to be unenforceable, it shall not affect any other part. If any part of this Plan is held to be unenforceable as written, it shall be enforceable to the maximum extent allowed by applicable law. The provisions of this Plan shall not be interpreted for or against any party based on that party having drafted the provisions. No waiver of any provision of this Plan shall be enforceable unless in writing and signed by the party who is claimed to have made the waiver. No waiver of any provision of this Plan in any one or more instances shall constitute a waiver in any other instance. 8.4. No Transfers, Assignments or Pledges No incentive payment, or rights (if any) under this Plan, may be assigned, pledged or otherwise transferred or encumbered by the Participant other than by will or the inheritance laws, and any purported transfer or encumbrance will be void and unenforceable against RXO. 8.5. No Trust / Separate Fund Neither this Plan nor any incentive award or right (if any) to receive any incentive award shall create or be construed to create a trust or separate fund of any kind or any fiduciary relationship on the part of RXO or any other person. Any right to receive payments from RXO under this Plan (if any) shall be no greater than the right of an unsecured general creditor of RXO. 8.6. Plan Liability No member of any RXO board of directors or board committee, nor any employee of RXO exercising authority under this Plan, shall be liable to any Plan participant for any action, omission or determination made with respect to this Plan. Page 10 of 12
Slide 38 — RXO Annual Incentive Plan
RXO Annual Incentive Plan 8.7. Single Plan Eligibility Employees who are eligible to participate in this Plan are not eligible to receive incentive payments under any other incentive, or bonus program, or plan. This provision does not apply to special consideration for purposes of retention or recognition such as but not limited to sign-on bonuses, retention bonuses and approved special purpose incentives related to the employees role. 8.8. [Local Law Provisions] [To be included as applicable] 9. Abbreviations and Terminology Term Definition Adjusted EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization is an indicator of a company's profitability, calculated as earnings for the applicable period (quarter or full year) for the respective area (total RXO, line of business or business unit), before interest, taxes, depreciation and amortization expenses, in each case as determined in accordance with computations applied for internal monthly operating review reports. At management’s discretion, the Company may make adjustments in this calculation for: (i) any expenses that the Company determines are attributable to the business and that are borne by the Company and not by the business; and (ii) any such equitable adjustments as the Company in good faith determines appropriate (including without limitation, extraordinary gains and extraordinary losses, or costs related to acquired organizations) and (iii) other adjustments that management has determined are not reflective of core business operations (including but not limited to transaction and integration costs, restructuring costs and other adjustments as approved by management. Adjusted Free Cash Flow Conversion Adjusted Free Cash Flow Conversion is expressed as a percentage and represents Adjusted Free Cash Flow divided by Adjusted EBITDA. Adjusted Free Cash Flow is reported in RXO’s quarterly earnings releases and is calculated by taking Adjusted EBITDA plus noncash expenses (such as stock compensation for example), less capital expenditures, plus/minus changes in working capital, less cash payments made on interest and taxes. Page 11 of 12
Slide 39 — 10. Plan Creation, Review and Approval
RXO Annual Incentive Plan 10. Plan Creation, Review and Approval 10.1. Plan Created By Name Title 10.2. 10.2. Plan Acknowledgment By signature below and/or acknowledgement through an approved electronic method (e.g., RXO’s Learning Management System), Employee acknowledges receipt of this Plan, and accepts and understands its terms and conditions. Employee also acknowledges that this Plan supersedes all prior incentive compensation and commission plans, and that Employee shall not be deemed to have earned or acquired any right to any incentives, bonuses or commissions, except as set forth and in accordance with the terms of the Plan. Employee understands that they are an employee at-will and that this Plan does not provide for or promise future employment with RXO for any duration or term, and that Employee or RXO may unilaterally decide to terminate Employee’s employment at any time or for any reason, or for no reason at all. In addition, this Plan does not promise or guarantee any payment of any kind or in any amount, and the Company reserves the right and full discretion to interpret, modify, vary or terminate the terms and conditions of this Plan, in whole or in part, including but not limited to the manner in which incentives or commissions are calculated and earned, to the maximum extent permitted by applicable law. RXO Name Title Signature Date Employee Employee Name Title Signature Date Page 12 of 12
Slide 40 — Exhibit 31.1
Exhibit 31.1 CERTIFICATION I, Drew M. Wilkerson, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of RXO, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. /s/ Drew M. Wilkerson Drew M. Wilkerson Chief Executive Officer (Principal Executive Officer) Date: May 7, 2025
Slide 41 — Exhibit 31.2
Exhibit 31.2 CERTIFICATION I, James E. Harris, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of RXO, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. /s/ James E. Harris James E. Harris Chief Financial Officer (Principal Financial Officer) Date: May 7, 2025
Slide 42 — Exhibit 32.1
Exhibit 32.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER Pursuant to 18 U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Solely for the purposes of complying with 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Chief Executive Officer of RXO, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Drew M. Wilkerson Drew M. Wilkerson Chief Executive Officer (Principal Executive Officer) Date: May 7, 2025
Slide 43 — Exhibit 32.2
Exhibit 32.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER Pursuant to 18 U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Solely for the purposes of complying with 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Chief Financial Officer of RXO, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ James E. Harris James E. Harris Chief Financial Officer (Principal Financial Officer) Date: May 7, 2025