Risk Sleuth
RXO · 10-K filed 9 Feb 2026 · year to 31 Dec 2025

RXO

30 named things its latest annual report says its results depend on, each in the company's own words. 17 of them are also named by other companies we've read.

Read the filing on SEC.gov ↗

Customers

Largest customer (unnamed)

earns from · approximately $653 million, or 11.4%, of total revenuenamed as a risk
Revenue from our largest customer represented approximately $653 million, or 11.4%, of total revenue.Business (Item 1)

Also named by AEHR, AR, BF/B, BTU, CVLG, DLR, FDXF, FIX and 6 more

Top five customers (unnamed)

concentrated in · approximately 23% of our consolidated total revenuenamed as a risk
Our top five customers comprised approximately 23% of our consolidated total revenue for the year ended December 31, 2025.Risk factors (Item 1A)

Also named by AEHR, AROC, GXO, HAS, NXT, RKLB, RMBS, WAB

Suppliers

Independent motor carriers

depends onnamed as a risk
Our asset-light business model relies on our business relationships with independent motor carriers for the transportation of our customers’ freight.Business (Item 1)

Partners and platforms

International Air Transport Association (IATA)

depends on
A substantial portion of our international air freight business is transacted with other IATA members.Business (Item 1)

Also named by EXPD

Other companies

Unsecured notes

$355 million of our unsecured notesnamed as a risk
As of December 31, 2025, we had $408 million of outstanding debt and finance leases, consisting primarily of $355 million of our unsecured notes, in addition to $565 million of undrawn commitments under the unsecured, multi-currency revolving credit facility that matures in 2029 (the “Revolver”).Risk factors (Item 1A)

Coyote Logistics

$1.038 billion in cash
We acquired Coyote for $1.038 billion in cash, subject to certain additional customary adjustments.Business (Item 1)

Fourth-quarter holiday peak season

concentrated innamed as a risk
Many of our customers typically realize a significant portion of their sales in the fourth quarter of each year during the holiday season.Risk factors (Item 1A)

United Parcel Service (UPS)

On September 16, 2024, the Company acquired the technology-driven, asset-light truckload freight brokerage services business, as well as certain assets used to conduct haulage, dedicated transport and warehousing services in the United Kingdom (collectively, “Coyote”), from United Parcel Service of America, Inc. (“UPS”) and certain subsidiaries of UPS.Business (Item 1)

Also named by BR, FDX

Competitors

C.H. Robinson

competes with
Our primary competitors include C.H. Robinson, Echo Global Logistics, Expeditors, Forward Air, Flexport, J.B. Hunt, Landstar System, Total Quality Logistics, and Uber Freight.Business (Item 1)

Also named by UBER

Total Quality Logistics

competes with
Our primary competitors include C.H. Robinson, Echo Global Logistics, Expeditors, Forward Air, Flexport, J.B. Hunt, Landstar System, Total Quality Logistics, and Uber Freight.Business (Item 1)

Uber Freight

competes with
Our primary competitors include C.H. Robinson, Echo Global Logistics, Expeditors, Forward Air, Flexport, J.B. Hunt, Landstar System, Total Quality Logistics, and Uber Freight.Business (Item 1)

Landstar System

competes with
Our primary competitors include C.H. Robinson, Echo Global Logistics, Expeditors, Forward Air, Flexport, J.B. Hunt, Landstar System, Total Quality Logistics, and Uber Freight.Business (Item 1)

J.B. Hunt

competes with
Our primary competitors include C.H. Robinson, Echo Global Logistics, Expeditors, Forward Air, Flexport, J.B. Hunt, Landstar System, Total Quality Logistics, and Uber Freight.Business (Item 1)

Places

United States last mile heavy goods market

operates in
We are the largest provider of outsourced last mile transportation for heavy goods in the United States, positioned within 125 miles of the vast majority of the U.S. population and serving a customer base of omnichannel and e-commerce retailers and direct-to-consumer manufacturers.Business (Item 1)

Hazards

Extreme weather

named as a risk
Any unusual or prolonged adverse weather patterns in our areas of operations or markets, whether due to climate change or otherwise, can temporarily impact freight volumes and increase our costs.Risk factors (Item 1A)

Also named by DORM, TSCO

Seaport and railroad labor disputes

named as a risk
Our business could be adversely affected by strikes and labor negotiations at seaports, labor disputes between railroads and their union employees, or by a work stoppage at one or more railroads or local trucking companies servicing rail or port terminals, including work disruptions involving owner-operators under contract with our local trucking operations.Risk factors (Item 1A)

Commodities and inputs

Diesel fuel

exposed to its pricenamed as a risk
Decreases in fuel prices reduce the cost of transportation services and, accordingly, will reduce our revenues and may reduce margins.Risk factors (Item 1A)

Also named by ADM, BLDR, BTU, CAH, CHD, CHRW, COST, CP and 43 more

Regulators

National Labor Relations Board (NLRB)

subject tonamed as a risk
In addition to these possible legislative changes, the National Labor Relations Board (“NLRB”) and NLRB’s general counsel have signaled the desire to reverse several pro-employer precedents, to make it more difficult for a worker to be classified as an independent contractor by changing the factors used in determining worker classification.Business (Item 1)

Also named by AZO, BBW, BBY, DKS, FDX, FDXF, ODFL, QSR and 3 more

U.S. Department of Transportation (DOT)

subject to
Our motor carrier subsidiaries must comply with the safety and fitness regulations of the DOT, including those related to, without limitation, controlled substances and alcohol, hours-of service compliance, vehicle maintenance, hazardous materials compliance, driver fitness and language proficiency, unsafe driving, and minimum insurance requirements.Business (Item 1)

Also named by ACHR, AESI, ALK, BLDR, CHRW, CTAS, DAL, EXPE and 19 more

Transportation Security Administration (TSA)

subject to
One of our subsidiaries is regulated as an “indirect air carrier” by the TSA.Business (Item 1)

Also named by ALK, BKH, CHRW, CP, CSX, DAL, EXC, EXPD and 13 more

U.S. Customs and Border Protection (CBP)

subject to
All U.S. Customs brokers are required to maintain prescribed records and are subject to periodic audits by the CBP.Business (Item 1)

Also named by BALL, BJ, CHRW, CROX, EXPD, FDX, FDXF, JBHT and 12 more

California Air Resources Board

subject to
Our motor carriers are also subject to various state regulations, including state operating authority requirements where intrastate motor carriage is regulated, emission-compliance standards such as those promulgated by the California Air Resources Board, and vehicle registration and licensing requirements in certain states and local jurisdictions where we operate.Business (Item 1)

Also named by CMI, CRC, CVLG, F, FND, GM, GNRC, HTLD and 11 more

Federal Motor Carrier Safety Administration (FMCSA)

subject to
In the United States, our subsidiaries that operate as ground property brokers and freight forwarders (collectively, “brokers”) are licensed by the FMCSA.Business (Item 1)

Also named by CASY, CVLG, ET, FDXF, HTLD, IOT, JBHT, LSTR and 5 more

U.S. Federal Maritime Commission

subject to
Additionally, some of our subsidiaries are licensed as an Ocean Transportation Intermediary (“OTI”), since they operate as a non-vessel-operating common carrier, and/or as an Ocean Freight Forwarder licensed by the U.S. Federal Maritime Commission, which establishes the qualifications, regulations, licensing and bonding requirements for arranging international transportation to or from the United States as an OTI.Business (Item 1)

Also named by CHRW, EXPD, LSTR, SEB

Laws and programs

U.S. tariffs and retaliatory tariffs (EU, China)

subject tonamed as a risk
To date, several governments, including the European Union and China have imposed tariffs on certain goods imported from the United States.Risk factors (Item 1A)

Also named by AMAT, CPRT, HSY, KIM

Independent contractor classification

subject tonamed as a risk
In addition, we are involved in several class action and collective action lawsuits claiming that the third-party carriers with which we contract, or their delivery workers, should be treated as our employees, rather than independent contractors.Risk factors (Item 1A)

Also named by PRI

Negligent selection litigation (U.S. Supreme Court review)

subject tonamed as a risk
The United States Supreme Court recently accepted review of a negligent selection case against a broker and it will likely decide whether these state law negligence-based claims against brokers are preempted by federal law.Business (Item 1)

FMCSA Compliance Safety Accountability program

subject to
These carriers are subject to the FMCSA’s Compliance Safety Accountability program, which uses a Safety Measurement System to rank motor carriers on seven categories of safety-related data, known as Behavioral Analysis and Safety Improvement Categories.Business (Item 1)

Also named by CVLG, HTLD, XPO

Federal Leasing Regulations

subject to
In addition, our motor carriers that engage independent contractor owner-operators to provide transportation and delivery services are subject to the Federal Leasing Regulations, which are applicable to written agreements between the carriers and those owner-operators.Business (Item 1)

Technology

RXO Connect

depends on
Our self-learning RXO Connect® digital brokerage platform gives us a scalable framework to continually enhance our service, capture share and reduce costs.Business (Item 1)