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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance (“PVP”) Disclosure

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following information regarding the relationship between executive compensation and the financial performance of the Company since our spin-off in November 2022.


																Year-end value of $100 invested on 11/01/2022 in:
	Year			SCT Total for CEO (a) $			CAP to CEO (a)(b) $			Average SCT Total for Non-CEO NEOs (a) $			Average CAP to Non-CEO NEOs (a)(b) $			RXO (c) $			Dow Jones Transportation Average (c) $			Net Income (Loss) (millions) (d) $			Adjusted EBITDA (millions) (e) $
	2025			7,589,549			(3,452,934)			2,194,838			(1,080,824)			66.32			128.37			(100)			109
	2024			7,688,251			9,353,777			2,626,771			3,239,455			125.08			117.56			(290)			118
	2023			5,663,207			8,401,040			1,744,036			3,001,868			122.04			117.59			4			132
	2022			11,035,672			8,374,864			4,905,970			4,942,624			90.24			99.05			92			306

(a)

Amounts shown are the total compensation as calculated in the Summary Compensation Table (or “SCT”), for the CEO (Mr. Wilkerson) and the average for our non-CEO NEOs (which are Mr. Harris and Mr. Firestone for all years). As discussed in Footnote (4) to the SCT, amounts reported for 2024 and 2023 have been revised to correct previously reported amounts and to conform to SEC disclosure requirements.

(b)

Amounts shown reflect “compensation actually paid” (or “CAP”) for the CEO and the average CAP for our non-CEO NEOs, calculated in accordance with SEC rules, including the impact of the aforementioned SCT revisions for 2024 and 2023. As required, the dollar amounts include (among other items) unvested amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to the SCT to determine CAP (with fair value measured at year-end rather than at grant) are shown in the table below. In some cases, the equity awards reflected in these calculations were originally granted by XPO but converted to RXO awards upon the spin-off. Equity awards for Mr. Wilkerson that remained with XPO (as described in the “Compensation Discussion and Analysis” section in the 2022 Proxy statement) are not included because they do not reflect compensation actually paid by RXO.


				CEO												Average Other NEOs
				2025			2024			2023			2022			2025			2024			2023			2022
	Total Compensation from SCT			$7,589,549			$7,688,251			$5,663,207			$11,035,672			$2,194,838			$2,626,771			$1,744,036			$4,905,970
	Adjustments for Equity Awards
	Adjustment for grant date values in the Summary Compensation Table			($6,339,646)			($6,514,251)			($5,000,007)			($9,262,804)			($1,316,712)			($1,528,352)			($1,175,018)			($3,499,382)
	Year-end fair value of unvested awards granted in the current year			$3,591,307			$8,215,733			$5,642,899			$6,601,996			$745,886			$1,927,553			$1,326,099			3,536,036
	Year-over-year difference of year-end fair values for unvested awards granted in prior years			($6,874,084)			$255,507			$1,971,082			n/a			($2,130,998)			$105,216			$1,057,417			n/a
	Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years			($1,420,060)			($291,463)			$123,859			n/a			($573,838)			$108,267			$49,334			n/a
	Compensation Actually Paid (as calculated)			($3,452,934)			$9,353,777			$8,401,040			$8,374,864			($1,080,824)			$3,239,455			$3,001,868			$4,942,624

(c)

Pursuant to SEC rules, TSR reflects the cumulative return on a $100 investment made on November 1, 2022, the date on which RXO became a standalone publicly traded company, through December 31, 2025, assuming reinvestment of dividends. As permitted by SEC rules, the peer group used for TSR comparison in this table is the Dow Jones Transportation Average.

(d)	Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for the year shown.

(e)

Adjusted EBITDA is the financial measure, which, in the Company’s assessment, represents for 2025 the most important performance measure used to link compensation actually paid to our CEO and other NEOs to the Company’s performance. Adjusted EBITDA is a non-GAAP financial measure further defined under Annex A.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(a)

Amounts shown are the total compensation as calculated in the Summary Compensation Table (or “SCT”), for the CEO (Mr. Wilkerson) and the average for our non-CEO NEOs (which are Mr. Harris and Mr. Firestone for all years). As discussed in Footnote (4) to the SCT, amounts reported for 2024 and 2023 have been revised to correct previously reported amounts and to conform to SEC disclosure requirements.

Peer Group Issuers, Footnote

(c)

Pursuant to SEC rules, TSR reflects the cumulative return on a $100 investment made on November 1, 2022, the date on which RXO became a standalone publicly traded company, through December 31, 2025, assuming reinvestment of dividends. As permitted by SEC rules, the peer group used for TSR comparison in this table is the Dow Jones Transportation Average.

PEO Total Compensation Amount

$ 7,589,549

$ 7,688,251

$ 5,663,207

$ 11,035,672

PEO Actually Paid Compensation Amount

$ (3,452,934)

9,353,777

8,401,040

8,374,864

Adjustment To PEO Compensation, Footnote

(b)

Amounts shown reflect “compensation actually paid” (or “CAP”) for the CEO and the average CAP for our non-CEO NEOs, calculated in accordance with SEC rules, including the impact of the aforementioned SCT revisions for 2024 and 2023. As required, the dollar amounts include (among other items) unvested amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to the SCT to determine CAP (with fair value measured at year-end rather than at grant) are shown in the table below. In some cases, the equity awards reflected in these calculations were originally granted by XPO but converted to RXO awards upon the spin-off. Equity awards for Mr. Wilkerson that remained with XPO (as described in the “Compensation Discussion and Analysis” section in the 2022 Proxy statement) are not included because they do not reflect compensation actually paid by RXO.


				CEO												Average Other NEOs
				2025			2024			2023			2022			2025			2024			2023			2022
	Total Compensation from SCT			$7,589,549			$7,688,251			$5,663,207			$11,035,672			$2,194,838			$2,626,771			$1,744,036			$4,905,970
	Adjustments for Equity Awards
	Adjustment for grant date values in the Summary Compensation Table			($6,339,646)			($6,514,251)			($5,000,007)			($9,262,804)			($1,316,712)			($1,528,352)			($1,175,018)			($3,499,382)
	Year-end fair value of unvested awards granted in the current year			$3,591,307			$8,215,733			$5,642,899			$6,601,996			$745,886			$1,927,553			$1,326,099			3,536,036
	Year-over-year difference of year-end fair values for unvested awards granted in prior years			($6,874,084)			$255,507			$1,971,082			n/a			($2,130,998)			$105,216			$1,057,417			n/a
	Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years			($1,420,060)			($291,463)			$123,859			n/a			($573,838)			$108,267			$49,334			n/a
	Compensation Actually Paid (as calculated)			($3,452,934)			$9,353,777			$8,401,040			$8,374,864			($1,080,824)			$3,239,455			$3,001,868			$4,942,624

Non-PEO NEO Average Total Compensation Amount

$ 2,194,838

2,626,771

1,744,036

4,905,970

Non-PEO NEO Average Compensation Actually Paid Amount

$ (1,080,824)

3,239,455

3,001,868

4,942,624

Adjustment to Non-PEO NEO Compensation Footnote

(b)

Amounts shown reflect “compensation actually paid” (or “CAP”) for the CEO and the average CAP for our non-CEO NEOs, calculated in accordance with SEC rules, including the impact of the aforementioned SCT revisions for 2024 and 2023. As required, the dollar amounts include (among other items) unvested amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to the SCT to determine CAP (with fair value measured at year-end rather than at grant) are shown in the table below. In some cases, the equity awards reflected in these calculations were originally granted by XPO but converted to RXO awards upon the spin-off. Equity awards for Mr. Wilkerson that remained with XPO (as described in the “Compensation Discussion and Analysis” section in the 2022 Proxy statement) are not included because they do not reflect compensation actually paid by RXO.


				CEO												Average Other NEOs
				2025			2024			2023			2022			2025			2024			2023			2022
	Total Compensation from SCT			$7,589,549			$7,688,251			$5,663,207			$11,035,672			$2,194,838			$2,626,771			$1,744,036			$4,905,970
	Adjustments for Equity Awards
	Adjustment for grant date values in the Summary Compensation Table			($6,339,646)			($6,514,251)			($5,000,007)			($9,262,804)			($1,316,712)			($1,528,352)			($1,175,018)			($3,499,382)
	Year-end fair value of unvested awards granted in the current year			$3,591,307			$8,215,733			$5,642,899			$6,601,996			$745,886			$1,927,553			$1,326,099			3,536,036
	Year-over-year difference of year-end fair values for unvested awards granted in prior years			($6,874,084)			$255,507			$1,971,082			n/a			($2,130,998)			$105,216			$1,057,417			n/a
	Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years			($1,420,060)			($291,463)			$123,859			n/a			($573,838)			$108,267			$49,334			n/a
	Compensation Actually Paid (as calculated)			($3,452,934)			$9,353,777			$8,401,040			$8,374,864			($1,080,824)			$3,239,455			$3,001,868			$4,942,624

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Most Important Financial Measures. We are required to list the most important measures used by the Company to link compensation actually paid to our NEOs for 2025 to Company performance. For further information on our executive compensation program, please see the “Compensation Discussion and Analysis” section above.

▪	Adjusted EBITDA

▪	TSR (relative and absolute)

▪	Adjusted Free Cash Flow Conversion

Total Shareholder Return Amount

$ 66.32

125.08

122.04

90.24

Peer Group Total Shareholder Return Amount

128.37

117.56

117.59

99.05

Net Income (Loss)

$ (100,000,000)

$ (290,000,000)

$ 4,000,000

$ 92,000,000

Company Selected Measure Amount

109,000,000

118,000,000

132,000,000

306,000,000

Mr. Wilkerson

Mr. Wilkerson

Mr. Wilkerson

Mr. Wilkerson

Pay vs Performance Disclosure

Adjusted EBITDA

Non-GAAP Measure Description

(e)

Adjusted EBITDA is the financial measure, which, in the Company’s assessment, represents for 2025 the most important performance measure used to link compensation actually paid to our CEO and other NEOs to the Company’s performance. Adjusted EBITDA is a non-GAAP financial measure further defined under Annex A.

Pay vs Performance Disclosure

TSR (relative and absolute)

Pay vs Performance Disclosure

Adjusted Free Cash Flow Conversion

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (6,339,646)

$ (6,514,251)

$ (5,000,007)

$ (9,262,804)

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,591,307

8,215,733

5,642,899

6,601,996

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(6,874,084)

255,507

1,971,082

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,420,060)

(291,463)

123,859

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,316,712)

(1,528,352)

(1,175,018)

(3,499,382)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

745,886

1,927,553

1,326,099

$ 3,536,036

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,130,998)

105,216

1,057,417

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (573,838)

$ 108,267

$ 49,334