UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~theSecurities Exchange Act of 1934~~the

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): February 11, 2026~~1934

Date of Report (Date of earliest event reported): February 20, 2026

RXO, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41514	88-2183384	~~001-41514~~	~~88-2183384~~
(State or other jurisdiction ofincorporation)			(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11215 North Community House Road		28277
11215 North Community House Road Charlotte, NC	28277
Charlotte, NC
(Address of principal executive offices)	(Zip Code)
(Address of principal executive offices)		(Zip Code)

(980) 308-6058

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

~~Tradingsymbol(s)~~

~~Name of each exchange on whichregistered~~

Common stock, par value $0.01 per share

RXO

New York Stock Exchange

~~RXO~~

~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 71.01. ~~Regulation~~ FDEntry ~~Disclosure.~~Into a Material Definitive Agreement.

On February 1120, 2026, RXO, Inc. (the “Company”) ~~announced~~closed ~~that~~its ~~the~~previously ~~Company~~announced ~~priced~~offering of $400,000,000 ~~million~~in aggregate principal amount of its 6.375% Senior Notes due 2031 (the “~~2031~~ Notes”). atThe Notes were issued pursuant to an ~~issue~~Indenture, ~~price~~dated as of ~~100~~February 20, 2026 (the “Base Indenture”), between the Company and Regions Bank, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of February 20, 2026, among the Company, the guarantors named therein and the Trustee (the “Supplemental Indenture” and, the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”).~~00%.~~

The Indenture provides, among other things, that the Notes will be senior unsecured obligations of the Company ~~issued~~and awill, ~~press~~until ~~release~~the infirst ~~connection~~date ~~with~~after the issue ~~pricing~~date of the ~~offering~~Notes on which the Notes have an investment grade rating by at least two rating agencies, be guaranteed on a ~~copy~~senior unsecured basis by each of ~~which~~the isCompany’s ~~attached~~wholly-owned todomestic ~~this~~subsidiaries ~~report~~(other asthan ~~Exhibit~~certain 99excluded subsidiaries) that guarantees or becomes a borrower under the Company’s asset-based revolving credit facility or that guarantees certain capital markets indebtedness of the Company or any guarantor of the Notes.1 ~~and~~Interest is ~~incorporated~~payable ~~herein~~on bythe ~~reference~~Notes on May 15 and November 15 of each year, beginning November 15, 2026. The Notes will mature on May 15, 2031.

The ~~information~~Company ~~furnished~~may redeem the Notes in ~~this~~whole ~~Item~~or 7in part on or after May 15, 2028, at redemption prices of 103.01188% or 101.594% of the principal amount thereof if the redemption occurs during the 12-month period beginning on May 15, ~~including~~2028 ~~Exhibit~~or 992029, respectively, and a redemption price of 100.1000% of the principal amount thereof on or after May 15, ~~shall~~2030, ~~not~~in beeach ~~deemed~~case ~~“filed”~~plus ~~for~~accrued and unpaid interest to, but excluding, the ~~purposes~~redemption date. Prior to May 15, 2028, the Company may redeem up to 40% of ~~Section~~the 18aggregate principal amount of the ~~Securities~~Notes ~~Exchange~~(calculated ~~Act~~after giving effect to any issuance of ~~1934~~additional Notes) with an amount equal to the net cash proceeds of one or more equity offerings, asat ~~amended~~a (price equal to 106.375% of the ~~“Exchange~~principal ~~Act”)~~amount thereof, orplus ~~otherwise~~accrued ~~subject~~and unpaid interest to, but excluding, the ~~liabilities~~redemption ofdate, provided that ~~Section,~~at ~~and~~least ~~shall~~50% ~~not~~of bethe ~~deemed~~original toaggregate beprincipal ~~incorporated~~amount byof ~~reference~~the inNotes (calculated after giving effect to any ~~filing~~issuance of additional Notes) remains outstanding after the ~~Company~~redemption. ~~under~~Prior to May 15, 2028, the ~~Exchange~~Issuer ~~Act~~also ormay redeem the ~~Securities~~Notes ~~Act~~in whole or in part at a redemption price equal to 100.000% of ~~1933,~~the asaggregate ~~amended~~principal amount thereof, ~~except~~plus asaccrued ~~shall~~and beunpaid ~~expressly~~interest ~~set~~to, ~~forth~~but byexcluding, ~~specific~~the ~~reference~~redemption indate ~~such~~plus ~~filing~~a “make-whole” premium.

Subject to certain limitations, following a change of control repurchase event, the Company will be required to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of purchase.

The Notes will rank equally with all of the Company’s other unsecured senior indebtedness. The Notes will be effectively subordinated to any of the Company’s secured indebtedness, to the extent of the assets securing such indebtedness, and structurally subordinated to all of the debt and other liabilities of the Company’s non-guarantor subsidiaries.

The Indenture contains restrictive covenants that, among other things, limit the ability of the Company and its domestic principal subsidiaries to incur, issue, assume or guarantee any indebtedness secured by a lien on any principal properties and limit the Company’s ability to consolidate with or merge into another person or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property or assets to any other person. The foregoing limitations are subject to exceptions as set forth in the Indenture. The Indenture also provides for customary events of default.

Copies of the Base Indenture and Supplemental Indenture are filed as Exhibit 4.1 and Exhibit 4.2 hereto and are incorporated herein by reference. The above description of the material terms of the Indenture is not complete and is qualified in its entirety by reference to the Indenture.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see the discussion set forth under Item 1.01, “Entry into a Material Definitive Agreement,” of this Form 8-K, which discussion is incorporated herein by reference.

Item 8.01.

Other Events.

On February 20, 2026 (the “Redemption Date”), the Company completed the previously reported redemption (the “Redemption”) of all of its outstanding 7.500% Notes due 2027 (the “2027 Notes”). The 2027 Notes were redeemed using a portion of the net proceeds from the offering of the Notes at a redemption price of 101.875% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date. As a result of the Redemption, no 2027 Notes remain outstanding.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
99.1		Press Release, dated February 11, 2026, issued by RXO, Inc.
4.1	Indenture, dated as of February 20, 2026, between RXO, Inc. and Regions Bank, as trustee.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
4.2	First Supplemental Indenture, dated as of February 20, 2026, among RXO, Inc., the guarantors party thereto from time to time and Regions Bank, as trustee.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

Date: February 11, 2026			RXO, INC.
	RXO, INC.
			By:	/s/ Jeffrey D. Firestone
Date: February 20, 2026	By:	/s/ Jeffrey D. Firestone
		Jeffrey D. Firestone		~~Jeffrey D. Firestone~~
		Chief Legal Officer and Corporate Secretary		~~Chief Legal Officer and Corporate Secretary~~

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