--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-22-027579" form_type: "8-K" ticker: "RXO" cik: "0001929561" company_name: "RXO, Inc." filed_at: "2022-11-01T23:59:59+00:00" generated_at: "2026-06-22T19:30:04.641620+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # RXO completes spin-off from XPO, begins NYSE trading as standalone public company ## Summary - XPO stockholders received 1 RXO share for each XPO share held as of Oct 20, 2022; distribution tax-free for US federal income tax. - Board expanded from 3 to 9 directors; Brad Jacobs named chairman, Mary Kissel vice chair, Michelle Nettles lead independent director. - RXO drew full $100M under senior unsecured term loan on Oct 31, 2022, and assumed $7.500% Notes due 2027. - Approximately 7,400 employees; connects customers to ~100,000 carriers and 1.5M trucks via RXO Connect™ platform. - Blue-chip customer base includes more than half of Fortune 100 and over 200 Fortune 500 companies. ## SEC filing metadata - accession: 0001628280-22-027579 - form_type: 8-K - ticker: RXO - cik: 0001929561 - company_name: RXO, Inc. - filed_at: 2022-11-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 5.02, 5.03, 5.05, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/rxo-closing8xk.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-22-027579 - JSON: https://secwatch.observer/filing/0001628280-22-027579.json - Plain text: https://secwatch.observer/filing/0001628280-22-027579.txt ## Key facts - Debt Financings RXO, Inc. incurred senior notes with U.S. Bank Trust Company, National Association at 7.500% maturing due 2027. - Instrument: senior notes - Counterparty: U.S. Bank Trust Company, National Association - Rate: 7.500% - Maturity: due 2027 - Event: incurrence source text: the company, the Escrow Issuer, certain subsidiaries of the company, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a Second Supplemental Indenture (the “Supplemental Indenture”), pursuant to which the company assumed the Escrow Issuer’s rights and obligations with respect to the indenture dated as of October 25, 2022, as supplemented by the first supplemental indenture thereto dated as of October 25, 2022, in each case between the company and the Trustee, and the 7.500% Notes due 2027 issued thereunder. evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Debt Financings RXO, Inc. incurred term loan of $100 million. - Instrument: term loan - Principal: $100 million - Event: incurrence source text: On October 31, 2022, the company drew down the full $100 million available under the Term Loan Credit Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change Christine Breves was elected as Director at RXO, Inc.. - Action: elected - Role: Director source text: Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change AnnaMaria DeSalva was elected as Director at RXO, Inc.. - Action: elected - Role: Director source text: Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change Michelle Nettles was appointed as Lead Independent Director of the Board at RXO, Inc.. - Action: appointed - Role: Lead Independent Director of the Board source text: Michelle Nettles was appointed lead independent director of the board evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change Ravi Tulsyan departed as Director at RXO, Inc.. - Action: ceased to be a director - Role: Director source text: each of Christopher Signorello and Ravi Tulsyan, who had been serving as a member of the board, ceased to be a director of the company. evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change Christopher Signorello departed as Director at RXO, Inc.. - Action: ceased to be a director - Role: Director source text: each of Christopher Signorello and Ravi Tulsyan, who had been serving as a member of the board, ceased to be a director of the company. evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change Drew Wilkerson was elected as Director at RXO, Inc.. - Action: elected - Role: Director source text: Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change Stephen Renna was elected as Director at RXO, Inc.. - Action: elected - Role: Director source text: Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change Mary Kissel was appointed as Vice Chairman of the Board at RXO, Inc.. - Action: appointed - Role: Vice Chairman of the Board source text: Mary Kissel was appointed vice chairman of the board evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change Brad Jacobs was appointed as Chairman of the Board at RXO, Inc.. - Action: appointed - Role: Chairman of the Board source text: Brad Jacobs was appointed chairman of the board evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Executive change Adrian Kingshott was elected as Director at RXO, Inc.. - Action: elected - Role: Director source text: Each of Brad Jacobs, Michelle Nettles, Mary Kissel, Drew Wilkerson, Christine Breves, AnnaMaria DeSalva, Adrian Kingshott and Stephen Renna was elected as a director of the company evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Governance Changes RXO, Inc.: Amended and restated Certificate of Incorporation effective as of 11:59 p.m. on October 31, 2022 (effective 2022-10-31). - Change: charter amendment - Effective: 2022-10-31 source text: The company amended and restated its Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) effective as of 11:59 p.m. on October 31, 2022 evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Governance Changes RXO, Inc.: Adopted Code of Business Conduct and Corporate Governance Guidelines effective immediately prior to the Effective Time. - Change: code of ethics source text: the board adopted a Code of Business Conduct and Corporate Governance Guidelines effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Governance Changes RXO, Inc.: Amended and restated Bylaws effective immediately after the charter amendment. - Change: bylaw amendment source text: and amended and restated its Bylaws (the “Amended and Restated Bylaws”) effective immediately thereafter. evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Material Agreements RXO, Inc. entered into Transition Services Agreement with XPO Logistics, Inc. (effective 2022-10-31). - Action: entry - Counterparty: XPO Logistics, Inc. - Effective: 2022-10-31 source text: the company entered into several agreements with XPO that govern the relationship of the parties following the Distribution, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022) evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Material Agreements RXO, Inc. entered into Separation and Distribution Agreement with XPO Logistics, Inc. (effective 2022-10-31). - Action: entry - Agreement: supply - Counterparty: XPO Logistics, Inc. - Effective: 2022-10-31 source text: On October 31, 2022, RXO, Inc. (the “company” or “RXO”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) by and between the company and XPO Logistics, Inc. (“XPO”), pursuant to which XPO agreed to transfer its North American truck brokerage business, as well as its services for managed transportation, last mile and freight forwarding to the company (the “Separation”) and distribute all of the outstanding common stock of the company to XPO stockholders of record as of the close of business on October 20, 2022 (the “Distribution”). evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Material Agreements RXO, Inc. entered into Employee Matters Agreement with XPO Logistics, Inc. (effective 2022-10-31). - Action: entry - Counterparty: XPO Logistics, Inc. - Effective: 2022-10-31 source text: the company entered into several agreements with XPO that govern the relationship of the parties following the Distribution, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022) evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Material Agreements RXO, Inc. amended Second Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2022-10-31). - Action: amendment - Agreement: notes offering - Counterparty: U.S. Bank Trust Company, National Association, as trustee - Effective: 2022-10-31 source text: On October 31, 2022, in connection with the merger of XPO Escrow Sub, LLC (the “Escrow Issuer”) with and into the company, which was consummated on such date, the company, the Escrow Issuer, certain subsidiaries of the company, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a Second Supplemental Indenture (the “Supplemental Indenture”), pursuant to which the company assumed the Escrow Issuer’s rights and obligations with respect to the indenture dated as of October 25, 2022, as supplemented by the first supplemental indenture thereto dated as of October 25, 2022, in each case between the company and the Trustee, and the 7.500% Notes due 2027 issued thereunder. evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm - Material Agreements RXO, Inc. entered into Tax Matters Agreement with XPO Logistics, Inc. (effective 2022-10-31). - Action: entry - Counterparty: XPO Logistics, Inc. - Effective: 2022-10-31 source text: the company entered into several agreements with XPO that govern the relationship of the parties following the Distribution, including a Transition Services Agreement, a Tax Matters Agreement and an Employee Matters Agreement (each entered into on October 31, 2022) evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000162828022027579/0001628280-22-027579-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.