RXO, Inc. 8-K

What Happened

• RXO, Inc. announced on February 20, 2026 that it closed an offering of $400,000,000 aggregate principal of 6.375% Senior Notes due May 15, 2031. The notes were issued under an indenture with Regions Bank as trustee and bear interest semiannually on May 15 and November 15, beginning November 15, 2026.
• The company also completed the previously disclosed redemption of all outstanding 7.500% Notes due 2027 on February 20, 2026, using a portion of the new notes’ proceeds and paying a redemption price of 101.875% plus accrued interest. No 2027 Notes remain outstanding.

Key Details

• Amount issued: $400,000,000 of 6.375% Senior Notes due May 15, 2031.
• Interest payments: May 15 and November 15, starting November 15, 2026.
• Redemption schedule: callable on or after May 15, 2028 with stepped redemption prices (103.188% for the first 12 months after May 15, 2028; 101.594% for the 12 months after May 15, 2029; 100% on/after May 15, 2030). Prior to May 15, 2028 limited redemptions allowed with equity proceeds at 106.375% (subject to conditions).
• Guarantees and priority: notes are senior unsecured obligations; until the notes obtain an investment-grade rating from at least two agencies they will be guaranteed by the company’s wholly‑owned domestic subsidiaries (subject to certain exclusions). The notes are effectively subordinated to secured debt (to the extent of collateral) and structurally subordinated to non-guarantor subsidiaries’ debt.
• 2027 notes redeemed: all outstanding 7.500% Notes due 2027 were redeemed at 101.875% using part of the proceeds; none remain outstanding.

Why It Matters

• This transaction refinances and extends RXO’s debt maturity profile by issuing longer‑dated senior notes through 2031, which can reduce near‑term refinancing risk tied to the redeemed 2027 notes.
• The notes are unsecured and rank with other unsecured senior debt; investors should note the subordination to secured creditors and to debt of non‑guarantor subsidiaries, as well as subsidiary guarantees that may lapse once the notes reach investment‑grade ratings.
• Redemption and call provisions (including make‑whole and premium periods) affect potential future cash requirements and strategic flexibility for the company.