RXO, Inc. 8-K

What Happened

• RXO, Inc. announced on February 10, 2026 that it intends to offer $400 million aggregate principal amount of senior unsecured notes due 2031 in a private offering exempt from registration.
• The new 2031 Notes will initially be guaranteed on a senior unsecured basis by the Company’s domestic subsidiaries that currently guarantee its asset-based revolving credit facility.
• The company also issued a notice of conditional full redemption for all outstanding 7.500% Notes due 2027, intending to redeem them on February 20, 2026 at a redemption price of 101.875% of principal plus accrued interest, conditioned on receiving sufficient net proceeds from the new debt offering. The Form 8-K states the redemption notice may be rescinded if the financing condition is not met.

Key Details

• Offering size: $400 million aggregate principal amount of senior unsecured notes due 2031.
• Target redemption: All outstanding 7.500% Notes due 2027 to be redeemed on Feb 20, 2026 at 101.875% of principal plus accrued interest (subject to financing condition).
• Use of proceeds: Repurchase or redeem the outstanding 2027 Notes, pay related fees and expenses, and for general corporate purposes (may include repayment of other indebtedness).
• Filing: Press release announcing the offering attached as Exhibit 99.1 to the Form 8-K (filed Feb 10, 2026).

Why It Matters

• This moves RXO to replace near-term 2027 debt with longer-dated 2031 debt, which can change the company’s debt maturity profile and future interest obligations.
• The planned redemption is conditional on closing the new debt offering; if the offering doesn’t close, the redemption notice can be rescinded, so investors should watch for updates confirming the financing and actual redemption.
• The transaction could affect RXO’s liquidity and capital structure (cash needed to close the offering and pay redemption premium and fees), and may influence credit metrics and interest expense going forward.