UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ Form 10-Q ___________________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-41514 ___________________ ...

Revenue Performance - Revenue for Q2 2023 decreased by 21.5% to $963 million, down from $1,226 million in Q2 2022, primarily due to a $198 million decrease in truck brokerage revenue and a $36 million decrease in freight forwarding revenue [76]. - For the first six months of 2023, revenue decreased by 22.3% to $1.973 billion from $2.538 billion in the same period of 2022, primarily due to a $422 million decrease in truck brokerage revenue [84]. Cost and Expenses - Cost of transportation and services for Q2 2023 was $723 million, representing 75.1% of revenue, compared to $904 million or 73.7% of revenue in Q2 2022, driven by a 5.4 percentage point increase in truck brokerage costs [77]. - Direct operating expenses for Q2 2023 were $59 million, or 6.1% of revenue, up from $56 million or 4.6% of revenue in Q2 2022, reflecting deleverage on lower revenue [78]. - SG&A expenses for Q2 2023 were $144 million, or 15.0% of revenue, compared to $166 million, or 13.5% of revenue in Q2 2022, with higher compensation-related costs contributing to the increase [79]. - Transportation and services costs for the first six months of 2023 were $1.5 billion, or 75.1% of revenue, down from $1.9 billion, or 75.8% of revenue in the same period of 2022 [85]. - Direct operating expenses for the first six months of 2023 were $120 million, or 6.1% of revenue, compared to $111 million, or 4.4% of revenue in the same period of 2022 [86]. - SG&A expenses for the first six months of 2023 were $297 million, or 15.1% of revenue, down from $327 million, or 12.9% of revenue in the same period of 2022 [87]. - Depreciation and amortization expense for the first six months of 2023 was $36 million, a decrease from $42 million in the same period of 2022 [88]. Net Income and Tax - Net income for Q2 2023 was $3 million, down from $44 million in Q2 2022, resulting in a net income margin of 0.3% compared to 3.6% in the prior year [75]. - The effective income tax rate for Q2 2023 was 44.0%, significantly higher than the 24.3% rate in Q2 2022, influenced by state income taxes and non-deductible expenses [82]. - The effective income tax rate for the first six months of 2023 was (11.0)%, compared to 24.3% for the same period in 2022 [90]. Cash Flow and Assets - Net cash provided by operating activities for the first six months of 2023 was $66 million, a decrease of $111 million (62.7%) compared to $177 million in the same period of 2022 [96]. - Cash used in investing activities for the first six months of 2023 was $28 million, compared to $24 million in the same period of 2022 [99]. - Financing activities used $13 million of cash in the first six months of 2023, compared to generating $30 million in the same period of 2022 [100]. - Total current assets decreased by $113 million (11.0%) from December 31, 2022, to June 30, 2023, primarily due to a $157 million decrease in accounts receivable [95]. - Total liabilities decreased by $121 million from December 31, 2022, to June 30, 2023, driven primarily by a $69 million decrease in accounts payable [95]. Business Model and Operations - The company had approximately 121,000 carriers in its North American truck brokerage network, with access to over 1.5 million trucks as of June 30, 2023 [64]. - The company operates an asset-light business model, focusing on truck brokerage, managed transportation, last mile, and freight forwarding services [62]. - Transaction and integration costs for Q2 2023 were $4 million, down from $18 million in Q2 2022, primarily related to spin-off costs [81].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ Form 10-Q ___________________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-41514 _______________________ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________ Form 10-K _______________________________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41514 RXO, INC. (Exa ...