RXO — Third Quarter 2026 Earnings Summary

Financial Performance:

• Revenue was $1.9 billion for the third quarter, compared to $1.4 billion in the third quarter of 2025.
• GAAP net income was $3 million for the third quarter, compared to a net loss of $14 million in the third quarter of 2025.
• Adjusted net income was $16 million for the third quarter, compared to $2 million in the third quarter of 2025.
• Adjusted EBITDA was $51 million for the third quarter, compared to $32 million in the third quarter of 2025.
• Adjusted EBITDA margin was 2.7% for the third quarter, compared to 2.3% in the third quarter of 2025.
• Gross margin was 14.6% for the third quarter, compared to 16.5% in the third quarter of 2025.
• GAAP diluted earnings per share were $0.02 for the third quarter.
• Adjusted diluted earnings per share were $0.09 for the third quarter.
• GAAP net income included $7 million in transaction, integration, restructuring, and other costs.
• For the nine months ended September 30, 2026, revenue was $5.1 billion compared to $4.3 billion in the same period in 2025.
• For the nine months ended September 30, 2026, GAAP net loss was $42 million compared to a loss of $54 million in 2025.
• For the nine months ended September 30, 2026, adjusted net income was $10 million compared to $4 million in 2025.
• For the nine months ended September 30, 2026, adjusted EBITDA was $97 million compared to $92 million in 2025.
• Cash and cash equivalents were $25 million as of September 30, 2026, compared to $17 million as of December 31, 2025.
• Total debt and obligations under finance leases were $496 million as of September 30, 2026 ($35 million short-term, $461 million long-term), compared to $404 million as of December 31, 2025 ($17 million short-term, $387 million long-term).

Guidance and Future Outlook:

• Management stated they have strong momentum heading into the fourth quarter.
• The company expects the acquisition by C.H. Robinson to close in the first half of 2027, subject to customary closing conditions.
• RXO will not host an earnings conference call due to the proposed transaction.

Business Segments and Product Lines:

• Brokerage:
  • Truckload volume increased by 3% year over year, improving every month throughout the quarter.
  • Less-than-truckload volume increased by 2% year over year.
  • Truckload spot mix was 51% of volume, up from 29% in the third quarter of 2025 and 42% in the second quarter of 2026.
  • Gross profit per load increased by 31% sequentially, driven by the spot mix.
  • Brokerage gross margin was 12.6% for the third quarter.
• Complementary Services:
  • Last Mile stops increased by 5% year over year.
  • Managed Transportation was awarded approximately $140 million in freight under management.
  • Complementary services gross margin was 18.7% for the quarter.

Market and Competitive Landscape:

• RXO continued to take market share in Brokerage.
• The company outperformed the market with its 3% increase in truckload volume.
• The spot mix increase drove the best sequential improvement in gross profit per load in more than four years.

Risks and Challenges:

• Forward-looking statements regarding the C.H. Robinson transaction are subject to risks including the failure to obtain regulatory or shareholder approvals, termination of the merger agreement, and uncertainties regarding timing or consummation.
• Other risks include competition and pricing pressures, economic conditions, fuel price fluctuations, carrier price increases, severe weather, natural disasters, labor disputes, legal challenges regarding independent contractor status, IT system failures, cyber-attacks, and reliance on third-party carriers.

Management Commentary and Tone:

• Chairman and CEO Drew Wilkerson stated the company exceeded the high end of its third-quarter profit outlook, demonstrating momentum.
• Wilkerson noted the team remains focused on delivering service, solutions, innovation, and relationships while staying close to customers.
• Management emphasized that priorities remain unchanged as they move toward the pending acquisition.

Other Key Points:

• C.H. Robinson agreed to purchase RXO in a stock-and-cash transaction with an implied value of $5.8 billion as of the announcement date (October 5, 2026).
• The transaction is subject to customary closing conditions, including regulatory and shareholder approval.
• The press release includes reconciliations of non-GAAP financial measures (Adjusted EBITDA, Adjusted Net Income, Adjusted EPS) to GAAP measures.
• The company is a leading provider of asset-light transportation solutions, offering tech-enabled truck brokerage, managed transportation, and last mile delivery.