EX-99.1 2 rxo2025q3pressrelease.htm EX-99.1 Document

Exhibit 99.1
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RXO Announces Third-Quarter Results

•Brokerage volume growth of 1% year over year driven by less-than-truckload volume growth of 43%
•Last Mile achieved 12% year-over-year stop growth, the fifth consecutive quarter of double-digit growth
•Strong quarterly cash performance with cash balance increasing sequentially

•Full-truckload market has significantly tightened, driven by capacity exits. Market tightness is expected to persist throughout the fourth quarter, squeezing contractual brokerage gross margin

•New cost initiatives expected to yield more than $30 million of incremental savings

CHARLOTTE, N.C. – November 6, 2025 – RXO (NYSE: RXO) today reported its third-quarter financial results.
RXO Chairman and CEO Drew Wilkerson said, “Market conditions tightened late in the third quarter as truckload capacity exits accelerated, which impacted both our buy rates and Brokerage gross margin. We also saw a further weakening of demand across our business as the quarter progressed. Both of these dynamics have continued into the fourth quarter. As we navigate this market, everyone at RXO remains focused on delivering results for our customers, carriers, employees and shareholders.”

Wilkerson continued, “RXO is well positioned because of our scale as the third-largest brokered transportation provider in North America and the strategic decisions we’ve made this year. Our best-in-class technology is enabling us to realize the benefits of our larger scale, and our new cost initiatives are expected to yield more than $30 million of savings. We have an exceptional track record of profitable growth across market cycles, and our asset-light business model is poised to generate strong cash flow over the long term.”
Companywide Results
RXO’s revenue was $1.4 billion for the third quarter, compared to $1.0 billion in the third quarter of 2024. Gross margin was 16.5%, compared to 17.3% in the third quarter of 2024.
The company reported a third-quarter 2025 GAAP net loss of $14 million, compared to a net loss of $243 million in the third quarter of 2024. The third-quarter 2025 GAAP net loss included $12 million in transaction, integration, restructuring and other costs. Adjusted net income in the quarter was $2 million, compared to adjusted net income of $7 million in the third quarter of 2024.
Adjusted EBITDA was $32 million, compared to $33 million in the third quarter of 2024. Adjusted EBITDA margin was 2.3%, compared to 3.2% in the third quarter of 2024.
Transaction, integration, restructuring and other costs, and amortization of intangibles, impacted GAAP earnings per share by $0.09, net of tax. For the third quarter, RXO reported a GAAP diluted loss per share of $0.08. Adjusted diluted earnings per share was $0.01.
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Brokerage
Volume in RXO’s Brokerage business, including the impact of the Coyote Logistics acquisition in both periods, increased by 1% year over year in the third quarter. Less-than-truckload volume increased by 43% but was partially offset by an 11% decline in full truckload volume.
Brokerage gross margin was 13.5% in the third quarter.
Complementary Services
Managed Transportation increased its sales pipeline and the synergy loads provided to Brokerage.
Last Mile stops grew by 12% year-over-year.
RXO’s complementary services gross margin was 21.3% for the quarter.
Fourth-Quarter Outlook
RXO expects fourth-quarter 2025 adjusted EBITDA to be between $20 million and $30 million.
In Brokerage, the company expects overall volume to decline by a low-single-digit percentage and gross margin to be between 12% and 13% in the fourth quarter.
Conference Call
The company will hold a conference call and webcast on Thursday, November 6th at 8 a.m. Eastern Standard Time. Participants can call in toll-free (from U.S./Canada) at 1-800-549-8228; international callers dial +1-289-819-1520. The conference ID is 57899.
A live webcast of the conference call will be available on the investor relations area of the company’s website, http://investors.rxo.com. A replay of the conference call will be available through November 13, 2025, by calling toll-free (from U.S./Canada) 1-888-660-6264; international callers dial +1-289-819-1325. Use the passcode 57899#. Additionally, the call will be archived on http://investors.rxo.com.
About RXO
RXO (NYSE: RXO) is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains across North America. The company is headquartered in Charlotte, N.C. Visit  RXO.com  for more information and connect with RXO on Facebook, X, LinkedIn, Instagram and YouTube.
Media Contact
Nina Reinhardt
nina.reinhardt@rxo.com

Investor Contact
Kevin Sterling
kevin.sterling@rxo.com

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

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

Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions, shares in thousands, except per share amounts)2025202420252024
Revenue $1,421 $1,040 $4,273 $2,883 
Cost of transportation and services (exclusive of depreciation and amortization)1,137 809 3,408 2,208 
Direct operating expense (exclusive of depreciation and amortization)48 49 143 152 
Sales, general and administrative expense208 149 632 448 
Depreciation and amortization expense26 21 88 54 
Transaction and integration costs5 30 18 38 
Restructuring costs4 2 21 15 
Operating loss$(7)$(20)$(37)$(32)
Other expense (income)(1)216 1 217 
Interest expense, net9 6 26 22 
Loss before income taxes$(15)$(242)$(64)$(271)
Income tax provision (benefit)(1)1 (10)(6)
Net loss$(14)$(243)$(54)$(265)
Loss per share
Basic$(0.08)$(1.81)$(0.32)$(2.15)
Diluted$(0.08)$(1.81)$(0.32)$(2.15)
Weighted-average common shares outstanding
Basic168,578134,095168,377123,004
Diluted168,578134,095168,377123,004
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RXO, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

September 30,December 31,
(Dollars in millions, shares in thousands, except per share amounts)20252024
ASSETS
Current assets
Cash and cash equivalents$25 $35 
Accounts receivable, net of $15 and $13 in allowances, respectively1,104 1,227 
Other current assets72 77 
Total current assets 1,201 1,339 
Long-term assets
Property and equipment, net of $365 and $317 in accumulated depreciation, respectively137 135 
Operating lease assets254 276 
Goodwill1,123 1,123 
Identifiable intangible assets, net of $153 and $146 in accumulated amortization, respectively463 499 
Other long-term assets23 42 
Total long-term assets 2,000 2,075 
Total assets $3,201 $3,414 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$481 $568 
Accrued expenses321 373 
Short-term debt and current maturities of long-term debt16 17 
Short-term operating lease liabilities77 81 
Other current liabilities12 26 
Total current liabilities 907 1,065 
Long-term liabilities
Long-term debt and obligations under finance leases 387 351 
Deferred tax liabilities54 88 
Long-term operating lease liabilities202 215 
Other long-term liabilities71 83 
Total long-term liabilities 714 737 
Commitments and Contingencies
Equity
Preferred stock, $0.01 par value; 10,000 shares authorized; 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024— — 
Common stock, $0.01 par value; 300,000 shares authorized; 164,103 and 162,517 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively2 2 
Additional paid-in capital 1,922 1,904 
Accumulated deficit(338)(284)
Accumulated other comprehensive loss(6)(10)
Total equity 1,580 1,612 
Total liabilities and equity $3,201 $3,414 

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

Nine Months Ended September 30,
(In millions)20252024
Operating activities
Net loss$(54)$(265)
Adjustments to reconcile net loss to net cash from operating activities
Depreciation and amortization expense88 54 
Stock compensation expense22 17 
Deferred tax benefit(15)(12)
Deemed non-pro rata distribution — 216 
Impairment of operating lease assets 3 — 
Other7 3 
Changes in assets and liabilities
Accounts receivable120 (8)
Other current assets and other long-term assets20 22 
Accounts payable(74)(47)
Accrued expenses, other current liabilities and other long-term liabilities(73)15 
Net cash provided by (used in) operating activities44 (5)
Investing activities
Payment for purchases of property and equipment(43)(33)
Proceeds from sale of property and equipment1 — 
Business acquisition, net of cash acquired(10)(1,019)
Other(4)— 
Net cash used in investing activities(56)(1,052)
Financing activities
Proceeds from borrowings on revolving credit facilities471 203 
Repayment of borrowings on revolving credit facilities(438)(193)
Proceeds from issuance of common stock and pre-funded warrants— 1,125 
Payment for equity issuance costs(1)(30)
Payment for tax withholdings related to vesting of stock compensation awards(20)(4)
Repayment of debt and finance leases(1)(3)
Other(10)9 
Net cash provided by financing activities1 1,107 
Effect of exchange rates on cash, cash equivalents and restricted cash2 — 
Net increase (decrease) in cash, cash equivalents and restricted cash(9)50 
Cash, cash equivalents, and restricted cash, beginning of period 35 5 
Cash, cash equivalents, and restricted cash, end of period $26 $55 
Supplemental disclosure of cash flow information:
Leased assets obtained in exchange for new operating lease liabilities$38 $97 
Cash paid for income taxes, net6 3 
Cash paid for interest, net17 13 
Purchases of property and equipment in accounts payable, accrued expenses and other liabilities12 3 
Accrued tax withholdings related to vesting of stock compensation awards— 1 
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RXO, Inc.
Revenue Disaggregated by Service Offering
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2025202420252024
Revenue
Truck brokerage$1,039 $655 $3,131 $1,762 
Last mile305 268 898 765 
Managed transportation137 151 416 459 
Eliminations(60)(34)(172)(103)
Total$1,421 $1,040 $4,273 $2,883 
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RXO, Inc.
Reconciliation of Net Loss to Adjusted EBITDA and Adjusted EBITDA Margin
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2025202420252024
Reconciliation of Net Loss to Adjusted EBITDA
Net loss$(14)$(243)$(54)$(265)
Interest expense, net962622
Income tax provision (benefit)(1)1(10)(6)
Depreciation and amortization expense26218854
Transaction and integration costs5301838
Restructuring and other costs (3)
721824233
Adjusted EBITDA (1)
$32$33$92$76
Revenue$1,421$1,040$4,273$2,883
Adjusted EBITDA margin (1) (2)
2.3 %3.2 %2.2 %2.6 %

(1)See the “Non-GAAP Financial Measures” section of the press release.
(2)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.
(3)Other for the three and nine months ended September 30, 2024 reflects a one-time charge of $216 million representing a deemed non-pro rata distribution in connection with the private placement common stock issuance completed in August 2024.



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

Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions, shares in thousands, except per share amounts)2025202420252024
Reconciliation of Net Loss to Adjusted Net Income and Adjusted Diluted Income Per Share
Net loss$(14)$(243)$(54)$(265)
Amortization of intangible assets10 5 36 11 
Transaction and integration costs5 30 18 38 
Restructuring and other costs (3)
7 218 24 233 
Income tax associated with adjustments above (1)
(6)(3)(20)(10)
Adjusted net income (2)
$2 $7 $4 $7 
Adjusted diluted income per share (2)
$0.01 $0.05 $0.02 $0.06 
Weighted-average common shares outstanding
Diluted169,265136,968169,185125,536

(1)The tax impact of non-GAAP adjustments represents the tax benefit (expense) calculated using the applicable statutory tax rate that would have been incurred had these adjustments been excluded from net loss. Our estimated tax rate on non-GAAP adjustments may differ from our GAAP tax rate due to differences in the methodologies applied.
(2)See the “Non-GAAP Financial Measures” section of the press release.
(3)Other for the three and nine months ended September 30, 2024 reflects a one-time charge of $216 million representing a deemed non-pro rata distribution in connection with the private placement common stock issuance completed in August 2024.

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

Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions)2025202420252024
Revenue
Truck brokerage$1,039$655$3,131$1,762
Complementary services (1)
4424191,3141,224
Eliminations(60)(34)(172)(103)
Revenue$1,421$1,040$4,273$2,883
Cost of transportation and services (exclusive of depreciation and amortization)
Truck brokerage$899$564$2,700$1,510
Complementary services (1)
298279880801
Eliminations(60)(34)(172)(103)
Cost of transportation and services (exclusive of depreciation and amortization)$1,137$809$3,408$2,208
Direct operating expense (exclusive of depreciation and amortization)
Truck brokerage$—$1$1$1
Complementary services (1)
4848142151
Direct operating expense (exclusive of depreciation and amortization)$48$49$143$152
Direct depreciation and amortization expense
Truck brokerage$—$—$—$1
Complementary services (1)
2276
Direct depreciation and amortization expense$2$2$7$7
Gross margin
Truck brokerage$140$90$430$250
Complementary services (1)
9490285266
Gross margin$234$180$715$516
Gross margin as a percentage of revenue
Truck brokerage13.5 %13.7 %13.7 %14.2 %
Complementary services (1)
21.3 %21.5 %21.7 %21.7 %
Gross margin as a percentage of revenue16.5 %17.3 %16.7 %17.9 %

(1)Complementary services include last mile and managed transportation services.
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