RXO Inc 2026年季度报告

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 1934For the quarterly period ended June30, 2026or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to ____________ RXO, INC. (Exact name of registrant as specified in its charter)_______________________________________________ (980) 308-6058 (Registrant’s telephone number, including area code)_______________________________________________ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange 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 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo☒ As of August4, 2026, there were 164,926,128 shares of the registrant’s common stock, par value $0.01 per share, outstanding. RXO, Inc.Quarterly Report on Form 10-QFor the Quarterly Period Ended June30, 2026Table of Contents Part I—Financial InformationItem1. Financial Statements:Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive LossCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Changes in EquityNotes to Condensed Consolidated Financial StatementsItem2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem3. Quantitative and Qualitative Disclosures About Market RiskItem4. Controls and ProceduresPart II—Other InformationItem1. Legal ProceedingsItem1A. Risk FactorsItem2. Unregistered Sales of Equity Securities and Use of ProceedsItem3. Defaults Upon Senior SecuritiesItem4. Mine Safety DisclosuresItem5. Other InformationItem6. ExhibitsSignatures Table of Contents PART I—FINANCIAL INFORMATIONITEM1. FINANCIAL STATEMENTS RXO, Inc.Condensed Consolidated Balance Sheets(Unaudited) RXO, Inc.Condensed Consolidated Statements of Cash Flows(Unaudited) See accompanying notes to condensed consolidated financial statements. 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 managedtransportation and last mile services, which complement our truck brokerage business. We present our operations in the condensedconsolidated 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 withU.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules of the Securitiesand Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP forcomplete financial statements. These financial statements have been prepared on a basis that is substantially consistent with theaccounting principles applied in the Company’s Annual Report on Form 10-K for the year ended December31, 2025 (the “2025 Form10-K”). The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunctionwith the 2025 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 fin