RXO Stock

Good morning, ladies and gentlemen, and welcome to the C.H. Robinson to Acquire RXO Conference Call.

[Operator Instructions]

As a reminder, this conference is being recorded, Monday, October 5, 2026. I would now like to turn the conference over to Chuck Ives, Senior Director of Investor Relations. Please go ahead.

Thank you, Donna. Hello, and thank you for joining today's conference following our announced agreement to acquire RXO. Before we begin, please note that certain information presented on this call contain forward-looking statements, including statements regarding the timing, consummation and anticipated benefits of the proposed transaction. These statements are subject to future risks and uncertainties, such as those factors described in the slide presentation available on our website as well as those described in C.H. Robinson and RXO's filings with the SEC, including each company's most recently filed annual report on Form 10-K.

Please note that the company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. With me on today's call are Dave Bozeman, our President and Chief Executive Officer; and Damon Lee, our Chief Financial Officer. Presentation materials, along with our recent press release can be found in the Investors section of our website. Our discussion today will be strictly limited to the transaction that we announced this morning. Any comments related to our quarterly financial results will occur as part of our Q3 earnings conference call later this month.

With that, I'll turn the call over to Dave.

Thanks, Chuck, and good morning, everyone. We're excited to be here to discuss this significant milestone for C.H. Robinson. As described in our press release, we have entered into a definitive agreement to acquire RXO in a stock and cash transaction. This transaction will bring together 2 complementary businesses to define the future of third-party logistics while driving significant value for shareholders. This is a natural step in the transformation we began just over 3 years ago.

Together, we expect to create a more resilient business, and we expect to apply our proven Lean AI operating model to unlock significant synergies and improve financial performance of the combined company through freight market cycles. Additionally, this acquisition is expected to expand our capabilities to better support customers as they navigate a dynamic supply chain environment, increase penetration across verticals and win new business. We are confident that this will allow us to enter a new chapter of profitable growth that will translate to significant value creation for C.H. Robinson and RXO shareholders.

This morning, I'll walk through the transaction and provide some context about why this is such a compelling opportunity for both businesses. Then I'll pass the call to Damon to discuss some of the financial benefits. Before we begin, I want to thank the C.H. Robinson employees for their hard work and dedication to our transformation that made this transaction possible. I also want to welcome RXO employees to C.H. Robinson.

Our people are our greatest asset, and they have to have been key to the success of our company and our customers. I am confident this transaction will create new and exciting opportunities for our team as we bring C.H. Robinson and RXO together and unlock incredible potential of our combined platform. With that, let's get going.

I'll start with a summary of the transaction terms. We are acquiring RXO for $17.25 in cash and 0.0856 C.H. Robinson shares per RXO share, implying a value of approximately $30.25 per share. The transaction represents a premium of 27% to RXO's 90-day volume-weighted average price and 29% to RXO's closing price on Friday, October 2, 2026. This also translates to a $5.8 billion enterprise value for RXO. This transaction is an opportunity to take a massive step forward in accelerating our growth and strengthening our financial foundation and earnings profile. We are creating a combined business with pro forma revenue of $25 billion for 2026 and significant opportunities to expand operating margins and accelerate profitability through improved offerings and operating efficiencies. This transaction is expected to be accretive to adjusted EPS within 9 months of close, which we expect to occur in the first half of 2027.

By the end of fiscal 2028, we expect the transaction to be mid-teens accretive to adjusted EPS. This accretion is driven by the significant synergies we expect to unlock. By applying our proven lean AI operating model to RXO's business, we expect to realize $300 million in net annual run rate cost synergies within 2 years post close. These synergies and cash generation are expected to provide us with a clear path to rapidly delever to our target leverage range of 1.75x to 2.25x by the end of 2028.

We have a proven track record of driving productivity and cost savings and expect to realize these synergies by using the same playbook. This transaction will allow us to advance our strategy and drive significant profitability and support meaningful long-term shareholder value creation.

Turning to Slide 4 and an overview of the value drivers of the transaction. At its root, this transaction is an opportunity to accelerate our proven strategy with a combined platform to enhance our resilience and better compete. Our transformation has centered on the implementation of our lean operating model and lean AI capabilities that have allowed us to move faster, operate more efficiently and deliver industry-leading service to our customers and carriers. This transaction will enable us to implement our unique lean AI operating model across our combined business to accelerate the productivity improvements we've realized in recent years, driving the $300 million in net annual cost synergies I just mentioned. Achieving these synergies will enhance our operating leverage, expand our combined margin and drive considerable cash flow generation. This is also an opportunity to accelerate our growth strategy with expanded capabilities and improved network density.

RXO's complementary capabilities will further diversify our business, expand our reach and strengthen the value proposition of our platform. It also broadens our solution set across multimodal truck brokerage, managed transportation, last mile and expedited services creating a broader and more comprehensive offering to deepen customer relationships and cross-sell our solutions to meet our customers' end-to-end needs. With expanded capabilities, increased network density and a broader customer base, we will have an enhanced ability to drive growth through market cycles. This will allow us to build on our strong financial foundation. Given our expected productivity improvements, cash flow generation and anticipated rapid delevering, we expect to maintain our solid investment-grade ratings.

On Slide 5, you can see the scale and diversity of offerings that we will provide together. This combination materially increases our network density, bringing together approximately 93,000 shippers and 600,000 carriers. We will also have an expanded business mix with the combined company offering more solutions across the supply chain. This network density and diversity will allow us to enhance freight matching, improve service levels and better compete across transportation markets. Our wider network of partners and expanded capabilities will allow us to support customers with more precision and speed than ever before. Offering a stronger, more diversified service product will help us further penetrate across modes and segments, win new business and deepen relationships with customers.

Taking a step back, Slide 6 provides a snapshot of RXO's business. The RXO team has built a fantastic business with a technology-enabled platform, a talented team with deep industry expertise, strong customer relationships, a high-quality carrier network and a proven track record of growth. Like Robinson, their success has been driven by customer-obsessed with culture and a commitment to empowering their team to compete and win in the market.

RXO's core business is truck brokerage, but where they truly excel is their differentiated and complementary last mile and transportation solutions. Their business is well diversified across end markets, and there is limited customer overlap between our businesses. Adding RXO's capabilities and complementary customer base to Robinson will diversify our revenue mix, enhancing our resilience and better positioning us to drive more consistent growth across market cycles.

On Slide 7, you can see the expansive suite of capabilities we're creating through this transaction. Together, we'll be able to offer a comprehensive set of solutions across multimodal brokerage, managed transportation, expedited, last mile and drop trailer services, creating a more comprehensive offering to meet their evolving needs. We expect that our broader set of offerings will make us a partner of choice for customers who are increasingly looking for a comprehensive provider that can support them across the increasingly complex supply chain environment. Our lean AI capabilities will be the thread that ties all of these offerings together. We expect our AI to supercharge our capabilities, allowing us to offer more tailored solutions to help our customers become more agile and efficient.

Slide 8 provides a snapshot of how these capabilities come together to create a more seamless experience for customers and carriers. C.H. Robinson is the industry pacesetter for cutting-edge innovation and differentiated solutions. With that leadership comes a responsibility to continue delivering differentiated solutions that create better outcomes for our customers and carriers. With the addition of RXO, that's exactly what we'll continue to do. For customers, the combination will provide broader solutions, greater capacity and choice, smarter execution and access to a larger, denser network spanning truckload, expedited, last mile and global forwarding services. For carriers, it will create more freight opportunities, better lane matching, enhanced network visibility and a simpler day-to-day experience through our technology and lean AI-enabled operating model.

With our complementary networks, technology capabilities and operating expertise, we believe we can further strengthen our value proposition and increase volumes. This will allow us to accelerate compelling growth opportunities faster than we could on our own. While this transaction is expected to open up new growth opportunities, the value proposition of this combination is the productivity we can unlock with RXO. We have a clear and achievable path to realize the $300 million of expected net run rate cost synergies. This plan is rooted in the same principles and playbook that has allowed us to drive productivity across our organization in recent years.

As we discussed, applying our lean operating model to RXO will be a primary driver of our expected productivity improvements. Our leading AI capabilities will add fuel to these improvements. Leveraging AI has become part of our DNA at Robinson, and we see significant opportunities to improve RXO's operations by implementing our AI agents across a wide variety of workflows. The cost to serve efficiencies from implementing our operating model and shared services savings from centralizing processes and functions will make up the bulk of our expected cost synergies. We expect to unlock additional synergies from the elimination of duplicative third-party services and other integration benefits such as insurance procurement efficiencies.

We are confident in our ability to achieve these synergies because our plan relies on the same principles that have driven our transformation since early 2024. This transaction builds on the operational discipline, productivity initiatives and AI-enabled capabilities we've already put in place. The results of that transformation are evident in our performance, including a greater than 60% increase in enterprise productivity since the end of 2022, approximately 490 basis points of adjusted operating margin expansion in 2025 and an 8% reduction in operating expenses in 2025.

Importantly, we've demonstrated an ability to scale technology efficiently, increasing AI usage by approximately 200x while growing related costs modestly, giving us confidence in our ability to integrate RXO and capture synergies. RXO brings additional volume to a proven operating model, creating an opportunity to extend these productivity and margin improvements across a broader platform.

With that, I'll turn the call over to Damon to discuss the financial benefits of this transaction in more detail.

Thanks, Dave, and good morning, everyone. I echo Dave's excitement about this transaction and what it will allow us to accomplish. We have made significant progress to create a more efficient, agile C.H. Robinson through our transformation. This transaction allows us to accelerate this progress.

Let's start with Slide 11 and a breakdown of how we intend to apply the transformation principles that Dave just discussed to RXO's business. As shown on the left side of the slide, RXO's adjusted gross profit per employee remains below Robinson's current productivity levels, providing a clear opportunity to drive additional operating leverage over time. By integrating RXO's volumes into our network and leveraging our proven operating model, we expect to unlock meaningful efficiency gains and support our synergy objectives. The productivity opportunities, operating efficiencies and synergy initiatives supporting this transaction are largely within our control, can be executed across a range of market environments and will enable us to better serve our customers.

As Dave mentioned, capturing the expected synergies will drive significant cash flow generation that will allow us to advance our capital allocation priorities. We will remain guided by the same capital allocation approach we are taking today, which balances maintaining our strong financial profile with investing in growth and returning capital to shareholders. We will continue to pursue high ROI organic investments while opportunistically pursuing M&A opportunities that will allow us to advance our capabilities.

Given our strong balance sheet, we will maintain ample financial flexibility following the transaction. Our strong capital structure and cash flows will allow us to optimize our balance sheet and rapidly delever to our target range by the end of 2028. And as we execute against our priorities, we remain committed to returning capital to shareholders through our dividend. While we will pause share buybacks until we reach our target leverage ratio after this transaction closes, we expect to resume opportunistic share repurchases after reaching our target leverage ratio and when we believe it is the best use of capital for shareholders.

We also intend to integrate RXO into our NAST organization led by Michael Castagnetto. We have created an integration task force led by Jim Reutlinger, Vice President of Robinson Operating Model to efficiently and swiftly integrate RXO operations and deliver on the run rate synergies in 2 years after the transaction closes. I would now like to turn the call back to Dave for closing remarks.

Thanks, Damon. In closing, we cannot be more excited about this acquisition and the opportunities to unlock value for employees, customers, carriers and shareholders. Through this transaction, we will build on our transformation and apply our best-in-class operating model across the combined organization. This will allow us to drive compelling cost synergies and create a more resilient platform to drive profitable growth regardless of the freight market environment. With increased network density and an expanded suite of solutions, we will be able to increase penetration across modes and segments, win new business and deepen customer relationships. We look forward to sharing additional details over the coming months and appreciate your continued interest in and support of C.H. Robinson. With that, we will now take your questions. Operator?

[Operator Instructions]

Today's first question is coming from Tom Wadewitz of UBS.

Congratulations on the deal. This was obviously a big deal, and I think a surprise, although you have talked about being active in acquisitions, I think bigger than expected. But I wanted to see if you could give some thoughts on, I think, two primary questions. So one is customer overlap. I think that's something where customers are different, but they could say, okay, we only want to do 20%, 30% of our business with a given provider. I know if you define truck, that's a big mark, kind of big portion of a customer's book, but I don't know how customers might respond in terms of large enterprise customers that might have a constraint in concentration. So if you could talk about that.

And then I think in terms of just retention of people that you think are important or salespeople or how do you think about retaining the revenue as you go through the synergy process? It sounds like it's driven more by cost.

Tom, thanks for the question. Listen, a couple of things here. On customer overlap, we feel pretty confident about this deal, and there's actually not as much customer overlap between our two businesses, which is good. It provides us more opportunities as we go forward. I think as you're hitting about or implying about hitting kind of ceilings or maxes with customers, I think we're far away from that and have a long way to go. We'll continue to go into this deal and do some diagnosis within the company. But we feel good that there's not much overlap on the customers and that gets us even more excited.

And I think on the retention part, listen, RXO has a great team, and they are energized for this deal to be successful. Drew and I have had really good conversations, and I'm confident that between the two of us that we will do the necessary things to retain the talent that we need to in this deal. But there's a long way to go to close but I feel good about where we are.

Yes, Tom, I would just add on the first half of your question there around customer overlap. We actually view that to be a very de minimis number, not material at all. And in fact, what impact we have calculated related to customer overlap is actually reflected in that net synergy number of $300 million. So just to say again, that $300 million synergy number already includes any revenue dis-synergies related to customer overlap.

Is there any way to like help us frame the overlap, like top 10 customers overlap, anything like that? Or is it too early to say that?

Yes. I'd say we won't go that deep, Tom. What I would tell you is, as you can imagine, we went very deep and wide on that assessment. We didn't choose the word complementary lightly. We do feel like the two books of business between C.H. Robinson and RXO are very complementary and therefore, reduced the overlap between customers to a pretty immaterial number. So we feel confident that we'll deliver the $300 million of savings net that dis-synergy revenue assumption.

Our next question is coming from Bruce Chan of Stifel.

Yes. I just want to echo those congratulations on the deal, certainly very transformative. Dave, I was just hoping that you can maybe walk us through the tech stack combination at a high level. Wondering if RXO is getting onboarded to Navisphere and other C.H. systems? Are you planning to integrate models and use maybe some of the RXO kind of best-in-breed approach for the different systems?

Yes, Bruce, good hearing you. Listen, that's the beauty of deals like this. I mean, I think we have a proven model at C.H. Robinson and a proven tech stack. So certainly, that is something that we will look at and making sure we bring a book of business within Robinson's tech stack. But also, we're going into this saying, hey, listen, there are great things that RXO does. We talked about in our announcement, expedite and last mile. And so there are some things that we will certainly learn and take the best in breed to make this combination a winning combination, and we look forward to it.

Yes. Bruce, I would only add to that, that for the services that we overlap on today, truckload, LTL, those businesses will certainly -- the core system will be Navisphere, which will allow us to apply our lean AI approach to those core businesses. As Dave mentioned, they do have some very interesting technology around expedite and last mile that we think can be complementary and even additive to what we have at C.H. Robinson. But yes, for the broader business, we expect Navisphere to be the core system of record going forward which will allow us to bring RXO onto our platforms, use our agentic technology, and that will certainly be at the core of generating the $300 million in net synergies we referenced earlier.

The next question is coming from Brian Ossenbeck of JPMorgan.

Damon, maybe and Dave as well, maybe you can just walk us through how you got comfortable in this post-Montgomery world with the claims the docket, whatever the technical term is with RXO and also with Coyote and how you factor that into the valuation in terms of the deal that we see here today. Is there any contingencies? Do you have a pretty good feel for it? Do you have some stuff reserve for it later? Anything on that front would be helpful.

Yes. So Brian, I'll start. Dave can provide color. Look, I'd say we're comfortable with our docket. I'd say we went through a very thorough review case by case, both our internal experts, external experts as well as RXO's opinion on all of these cases as well. And as we put into our statement, right, we believe anything related to the legal docket from RXO is neutral risk for C.H. Robinson, right? We don't believe there's anything inherently related to their docket that's different in scope or landscape versus C.H. Robinson. So I would say, in summary, we went through a very robust, very lengthy review of the legal environment and the case log for RXO, inclusive of the Coyote business. And our assessment as well as external expert assessment as well was that the legal risk to Robinson would be neutral.

No, I just -- go ahead, Brian.

Sorry, Dave, just a quick follow-up. Would this affect your renewals for the, I guess, legacy Robinson business? I know the deal is not going to close for a while. So you probably have to deal with both of them for a little bit until you can combine both books of business from an insurance perspective?

Yes. I mean, certainly, both organizations were going through dual paths for insurance renewal pre-announcement. And certainly, I think now there's an opportunity to drive synergistic approach to our renewal for 2027. So as it relates to the insurance front, we actually think bringing the two businesses together is going to be a net positive for our insurance renewals for 2027.

The next question is coming from Stephanie Moore of Jefferies.

Look, I think this may be the first brokerage acquisition where AI is truly front and center. So should we be thinking about this $300 million synergy target as a floor? I mean, I just think the potential to deploy C.H. Robinson's, I guess, AI and automation capabilities across RXO's footprint seems pretty powerful. So maybe just talk a little bit about incremental volume opportunities and then also the limited incremental costs associated with that.

Yes. Thanks, Stephanie. Listen, the way we look at this as we've always looked at it when we've gone through the transformation at Robinson is it's really a symbiotic relationship that we have with our operating model, our people and our technology. And that's what's driven a lot of the success over the last few years here at Robinson. And we're just going to continue to execute that strategy. And that is, again, yes, it will be technology. We think our generative AI and agentic AI technology will be super beneficial as we go into RXO.

But it's also our operating model and how we go about identifying problems, innovating at scale and at speed and then combining the expertise of C.H. Robinson logisticians with RXO's expertise as well. All of that combination, I think you can look back over the last 3 years and kind of foreshadow what will happen going forward. There's a big opportunity with the book of business of RXO and as we connect that into that operating model, we're super excited about that $300 million, and that's why Damon and I feel really good about it. And we're a continuous improvement type of mentality. So we will continue to do that. So we feel really strong about those synergies and look forward to it.

And Stephanie, I would just add. I mean, certainly, we wouldn't be committing a number. We didn't think we could deliver. So we feel very confident about the net $300 million run rate synergies that we've committed to. And as Dave said, look, as always, we never leave anything on the court as it relates to Robinson. So we'll always be trying to exceed our commitments. But we feel really good about delivering the $300 million, and we feel really good that that's a very healthy synergy number. And quite frankly, we believe only C.H. Robinson can bring this type of synergy number to this industry.

In the time frame of 2 years as well?

Yes, certainly in a 2-year time frame, right? And so again, we feel like this is a high bar. But as you guys have gotten used to, we reset the bar all the time, but we feel like this is a pretty high bar to this deal.

The next question is coming from Richa Harnain of Deutsche Bank.

Can you guys hear me okay?

Yes, we can.

Okay. Great. So yes, Dave, Damon, I think you sort of prepared the Street for a big M&A talking about how when you do a deal, it will make a lot of sense for the market. Aside from the broader customer base, talk to us about what the deal really unlocks for you. I know you went through it in the presentation, but what you're most excited about that you didn't have on a stand-alone basis. Maybe that means digging into the synergies some more. And then Damon, in particular, you've talked about the pitfalls around large-scale M&A and brokerage. Maybe flag what risks you're very sensitive to and how you intend to mitigate them via this transaction.

Yes. So I think what makes us excited, and you've heard us say this before is, look, RXO has a very good book of business, right? I mean they have relatively healthy gross margins. And as we've said, applying our cost-to-serve model, which is industry-leading, can generate substantial opportunity for scale broker, right? And so now you can substitute scale broker for RXO. We think it is just tremendous opportunity in driving the same productivity that we've driven since the end of '22, 60% productivity since end of '22 for C.H. Robinson and apply that same model to RXO.

So we're very excited that this really is about the operating model. This is really about driving cost to serve synergies that we think we've demonstrated a great track record of doing for C.H. Robinson, and we believe we can apply that same playbook to RXO. So very confident in our approach. And the thing I would say is this is very similar to what we've done with C.H. Robinson. So if you think about the transformation we've been through the last 3 years, it was really a reintegration of C.H. Robinson. And I think anybody here would have told you it felt like they got acquired and integrated over the last 3 years. And I think we're going to run that same playbook over RXO with a high degree of confidence that, that playbook will yield very similar results.

Now to your comment around, look, large deals can bring risk, they can. And I'd say they can if you don't do your due diligence upfront. If you don't have confidence in your synergy case, if you don't control your synergy case, we feel like we do control our synergy case because it will be a productivity synergy case. And if you don't have an operating model, our operating model dictates how we run the company. It will provide rigor and discipline in how we drive the integration and doesn't let us fail, right? And so I think you can have confidence that the exact same commitments we made around C.H. Robinson results the last 3 years are going to underlie the same commitments we're making about this acquisition going forward.

Richa, the only thing I -- just to kind of put a bow on what Damon said is if you look back and a number of you on the call here have been with us, and it's been -- hopefully, one word you could say is it's been consistent for Robinson in this transformation. We said from the start over 3 years ago, that our strategy was going to, one, outgrow end markets; and two, expand our operating margins. And I think we've been consistently doing that and going about doing that. But we also said that it didn't matter about the market and that we would win despite the market environment or higher highs, higher lows. And we continue to drive that consistency. This is no different than the strategy we built focusing on organic first, building our way to inorganic, and that's what you're seeing this morning. And so the same confidence that Damon and I have given over the last 3 years or so with this strategy, we continue to bring that confidence today going forward with a great partner in RXO coming into Robinson.

The next question is coming from Jeff Kauffman of Citizens Bank.

Well, first of all, congratulations and best of luck with the transaction. Just a quick question on the concerns that we're hearing from shareholders on the nuclear verdict post-Montgomery environment and increasing exposure to brokerage in this kind of market. I mean this is clearly a declaration of confidence that this market will settle into something a little bit more sustainable.

But right now, it's kind of everybody suing brokers and adding to lawsuits and juries that seem to be very sympathetic towards that cause. So could you maybe discuss your view on that and allay investor concerns to some degree that we are exposing exposure or increasing exposure to the brokerage market in kind of an uncertain environment on the legal front?

Yes. Thanks for the question, Jeff. I'll just start with reiterating what I said earlier in that we do not view RXO's legal risk being additive to [indiscernible], right? We believe it's neutral. We didn't see anything in their docket that was unusual to what we're what we're dealing with on our own. And then I'll just reiterate our position on the legal environment, which is we feel very good about how we run the company. We have an industry-leading carrier vetting process. We had that pre-Montgomery. We have that post-Montgomery. We do feel like Montgomery and Lipe, we feel like these are the anomalies in the industry. We do not feel like these are the new norm.

We do not feel like every case is going to go to a jury trial. In fact, the statistics say that's absolutely not likely going to happen. And we believe the success we've had historically where 98% of our cases never see a courtroom and are settled in due course for a very immaterial amount of our earnings. We still believe that is the path forward, both for C.H. Robinson. And again, based on our due diligence of the RXO docket, we feel like that's the path forward for them as well.

And I'd just remind everybody on the call, modern logistics, modern commerce do not work without brokerage, right? There is no model where modern commerce works without brokerage, right? So this model will sustain. This model will continue to take share. It is the preferred model of the customer base, and we believe it will continue to be the preferred model as we move into the future.

So just to repeat, we feel very good about where brokerage is going. We feel that once we get through the fog of war on Montgomery and Lipe that we will return to a much more normalized legal environment. And we think that legal environment is the same for C.H. Robinson and RXO going forward. So no, we don't feel there's any change to the historical course once we get through this period of time that we're in.

The next question is coming from Bascome Majors of Stephens Inc.

Big picture, there's traditionally a lot of investor skepticism in truck brokerage acquisitions. I think if you look back to maybe the last one that's consistently consensus viewed as a big success was Robinson Backhaulers, and that's over 25 years ago. But Dave, I mean, you came into Robinson with nothing but skepticism and have clearly delivered on the strategy that you entailed and turn that around. And if we look internationally, there's proof that asset-light companies can integrate successfully at scale, if you look at what DSV has done over the last couple of decades. So a lot of words there, but big picture, what do you say to the skeptics? Why is this different? And how do you earn the trust that this is going to deliver that significant synergy number that you guys have laid out there?

Yes. Thanks, Bascome. And I appreciate your comments. And the short answer, and then I'll talk a little bit about it, is proven results. And you've been around us here for over 3 years at the beginning of us laying out from the diagnosis to the strategy and then to the execution. This is no different. This leadership team was built for this moment. There's extensive expertise around integration and doing M&A at scale. But more importantly, when you look back, and we're unapologetic for this over the last 3 years, we have a high say-do ratio. And I believe we've executed on things that we're told that we could not do, which is you cannot outgrow end markets and expand operating margins. That's not supposed to happen in freight markets like we're in.

But that is what Robinson does on a consistent basis for 13 quarters in a row, outgrow truck markets and then 10 quarters in a row, beat EPS consensus. But it's really about the consistency of our leadership team, our operating model, that transfers over into an acquisition like this. We actually look at this, Damon and I and the team look at this as just a part of our strategy going forward. This is not some separate entity. And therefore, how it clicks in, we already have mechanisms, integration plans, playbooks that I think are obviously superior, and we will execute to those as we have executed on our strategy in one of the toughest freight environments it's been in decades.

And so I think you will see that. We have a super high confidence rate on these synergies. But more importantly, we have confidence that RXO coming into Robinson with the team that they've built, the new entity is going to be even stronger than we maybe even anticipate. And I have, again, super high confidence that we'll make this happen.

Yes, Bascome, I would just add, and again, I don't want to make this sound too simple. We got a lot of work to do. But if you remember my past comments, right, RXO has a very attractive book of business, and we have an industry-leading cost-to-serve model, right? We're going to run that same playbook we ran on Robinson, right? And so I think historically, why nobody viewed broker acquisitions and integrations and M&A as attractive is there was no differentiation for the cost to serve. I think we've proven over the last 3 years that we've created a demonstrable differentiation between our cost to serve model in the industry.

And to Dave's point, we've consistently proved it, right? Not a flash in the pan. I mean for 10 consecutive quarters, we've exceeded expectations, 13 consecutive quarters, we've exceeded outgrowth. And we believe that playbook is highly applicable to other brokers, right? And so if you followed what we've been talking about the last 6 to 9 months, I think every 1, 2 years from now, we'll start to see what we saw a year ago when we said we can run this cost-to-serve model on any healthy book of business and generate Robinson industry-leading operating margins going forward, right?

To me, that's the exciting part where you can take a broker that has a healthy book of business but limited operating margins and convert them to Robinson level operating margins in a couple of years, I think that's pretty attractive.

Yes, I wish -- just to put a bow on that, I wish you could see the faces of the leadership team this morning as we talk to them about this deal, the excitement, the energy they have to do this because they know this operating model that we run with every day. It's a governor, Bascome. It governs how we execute the decisions we make, how we innovate, the pace that we go at. And it will do that doing this acquisition. And so I feel super excited about it. Thanks for the question.

The next question is coming from Chris Wetherbee of Wells Fargo.

I guess I want to zoom out a little bit and think about sort of what the market is moving towards in brokerage in the post- Montgomery world. And I noted the synergies don't include anything from like a revenue perspective. But as you put these two companies together, sort of the cost to serve certainly goes down, the efficiencies and the benefits you get of scale certainly go up. And if you think about the competitive landscape for smaller players with insurance premiums rising and some other factors, it would seem like there's a decent competitive advantage there.

So maybe unpack that a little bit and think about sort of what the landscape is going to look like in the post-Montgomery world and how a company this size potentially can benefit, particularly from a top line perspective, which might be incremental to the $300 million of synergies you guys have talked about.

Yes. Thanks for the question, Chris. So what I would say is our organic strategy doesn't change, right? So if you remember, our comments post-Montgomery have been, look, we expect a meaningful consolidation in this industry from the small- and medium-sized players. And Robinson will be an outsized benefactor of that consolidation. Nothing changes there other than the fact that RXO has said externally that they believe a significant consolidation of the industry was going to occur as well, and they believed a large broker like themselves would certainly accrete that market share. So we believe that is a compelling, what I would call, organic strategy that we've laid out in addition to the synergistic case that we're laying out today for RXO.

So yes, I mean, we're going to be running both of these plays in parallel where we're going to be getting demonstrable growth, not just from the consolidation of the industry, but by continuing to execute our growth playbook that has demonstrated outgrowth for our NAST business 13 consecutive quarters. Now we're going to get on applying that same growth playbook to RXO as well. And I think the other exciting thing is there's some really exciting complementary capabilities that RXO has that we're really excited about. I mean take expedite, for example, they have a much larger expedite business than we do and expedite has been a strategic priority for us for the last, call it, 6 to 12 months on growing that business.

Now certainly, this acquisition is going to give us a jump start to those growth initiatives. So you're exactly right, right? And this acquisition is going to give us multiple factors of improvement. What we've committed to is certainly the things we control around cost and productivity. But the organic synergy case that we've had around consolidation of the industry, we believe RXO is going to be a benefactor of that as well. And now we'll certainly reap the benefits of having both large brokers under one roof.

The next question is coming from Scott Group of Wolfe Research.

Damon, I know you already said that the $300 million is a net number net of revenue dis-synergies. But any way you can quantify what you're assuming on revenue dis-synergies? And I know like past deals, it feels like we've certainly seen a good amount of revenue dis-synergies, certainly RXO, Coyote felt like that. But maybe in the post-Montgomery world, there's less risk around the synergies. But if you can just give us sort of a number, that would be helpful.

Yes. Thanks for the question, Scott. I'll jump in and then Dave can add some color. Look, I think the books of business between C.H. Robinson and RXO are quite different than the books of businesses between Coyote and RXO, right? I think there was quite a bit of overlap between those two businesses. I do not see the same type of overlap between C.H. Robinson and RXO. So as I said before, we didn't choose the word complementary lightly. We feel very good that there's a lot of additive benefit of putting the two books together in what I would consider immaterial dis-synergies, which, again, I said we've already attributed to that net $300 million number.

So I think we won't get into the specifics on that, Scott, at least not yet. What I would tell you, though, is it's an immaterial number from an overlap perspective, and it is included in that net $300 million number. And I would tell you from a customer lens, and we have examples of this even within C.H. Robinson, customers want value, they want service, right? And they want logistics solutions, right? C.H. Robinson provides those, RXO provides those. I would argue together, we'll provide them better than anyone else with a much broader breadth of offering.

And so at the end of the day, a lot of the enterprise customers, even combined, we would make up a very small percentage of their freight spend. So as I said before, I'll just repeat and then Dave can jump in here. We view the overlap to be an immaterial number. It is included in our $300 million net cost synergies numbers already, but we do not view that to be a material impact to the M&A.

Yes, Scott, I think that's well said by Damon. I'd just add on this. In going through this process, look, you have to go through a very detailed due diligence. We've always said to you guys that we will be disciplined and measured when we go out and look at a particular deal. We have been disciplined and measured on this deal in all phases, be it legal or the synergies and things of this nature. So you can count on the fact that how we execute the business with that discipline, we're executing the business on this deal, just like we signaled that we would. So I appreciate the question and look forward to the execution on it.

Yes. And Scott, one final comment. I do think certainly in the post-Montgomery world, the flight to quality is important, right? And so I think certainly, that factors into our confidence that enterprise shippers were confident in C.H. Robinson and RXO separately. I think they're going to be even more confident in our capability as a combined entity. So I think post-Montgomery world makes this discussion a lot easier as well.

If I can just ask one quick follow-up. Dave, you're by far the biggest broker, you're buying a top 5 broker. Any antitrust concerns at all with this transaction?

No. We don't see any concerns with that. We're hoping that this deal will close in the 3 to 6 months as we've first half of 2027.

Yes. No concerns there, Scott. We wouldn't have announced the deal if we thought we couldn't get regulatory approval. So we feel confident there.

Our final question today is coming from Ken Hoexter of Bank of America.

Congrats on the deal, a tremendous move. So I believe that RXO was more focused on kind of enterprise mix versus C.H. Robinson base, which I think is why you keep coming back to the not too much overlap. But is there any inherent margin differential we should think about based on the business or impacts that we should think about as you combine them?

And then on the same thought, you talked about Navisphere before and RXO Connect their systems. Any thoughts on scalability of Navisphere given the size of this transaction? I mean you had talked, I think, about going from tens of thousands of orders per day to hundreds of thousands of orders that you could review or respond to every day. Does this just fit that bill in the system? Anything we should think about in terms of systems and integration there?

Yes. So good question, Ken. Thanks for the question. Look, I would say on the portfolio, again, we like the mix of business, right? I mean, certainly, we bring small and medium business to the fold that is less represented by RXO. Yes, they are more of an enterprise provider to customers. But as I said earlier, it's a very complementary overlap between our enterprise customers and theirs, right? So we're very excited that we're able to make a scaled acquisition with what we consider de minimis overlap between the two customer bases. So very excited there.

On your margin question, what I would say is there's an opportunity to improve certainly margin for RXO. I think we've said multiple times, we have industry-leading revenue management capabilities. And certainly, those will be applied to RXO as we go through the transition. But I would argue they're starting from a very healthy base already. And then your last question on no. Navisphere is very scalable. We don't have any concerns of limitations there. In fact, as you heard us say before, Navisphere is our core system, our tech, our AI tech that sits on top of Navisphere, we have multiples of capacity that can be absorbed there. So no concerns on the technology front.

And to our earlier comments, this isn't just a -- we're only going to take Robinson Tech. I mean, certainly, we will use predominantly Robinson Tech, but we do believe RXO has some technology that is accepted very well by customers and carriers could be very additive to our technology stack, and we'll certainly go through that evaluation.

Yes. And Ken, listen, their tech is scalable as well as ours. I think the excitement coming off of this call is between the two of us. I think we're poised to do great things and redefine this industry. So really looking forward to it, and thanks for the question.

At this time, it brings us to the end of our question-and-answer session. I would like to turn the floor back over to Mr. Ives for closing comments.

Thank you all for joining us today. As you can tell, we're very excited about this transaction, and we look forward to talking to you in the future. Have a good day.

Ladies and gentlemen, this concludes today's event. You may disconnect your lines or log off the webcast at this time, and enjoy the rest of day.

Great. So even on Day 2, we are saving the best for last. And again, very happy to welcome back to Laguna, RXO, with Chief Strategy Officer, Jared Weisfeld; and Senior Market Strategist, Kevin Sterling. Gentlemen, thank you so much for being here.

For having us. Appreciate it, Ravi. Thank you, Ravi.

So [ with ] on going on in the world today, obviously, a lot of it has been covered at the conference. So I would love your views on this. Maybe you can just open up with kind of what you're seeing out there, kind of lay of the land and kind of maybe give us a little bit of a market update?

For sure. And I know there were some headlines at your conference.

I don't know what you're talking about.

Happy to report that we put out a pretty positive release last week in terms of what we're seeing in the business, so let's expand on that because the momentum in the business that we're seeing right now is quite impressive. So when you think about [ the update ] that we put out last week, we talked about our expectation that we're going to continue to grow our truckload volume in Q3 on a year-on-year basis, up low to mid-single digits despite overall freight market weakness. And I think that's a testament to our share gains, which are continuing, and you're having an acceleration of volume growth slightly on a year-on-year basis, Q3 relative to Q2. And then underneath it, not only are we growing, we're growing profitably.

So when you look at the prior outlook that we gave from an adjusted EBITDA standpoint in -- for Q3 from $35 million to $45 million. We talked about some pretty significantly positive updates as it relates to how gross profit per load is trending. Our prior expectation was that gross profit per load would move lower in truckload from July through September. And in fact, not only did it not move lower, it was up by more than 10% month-on-month from July into August. And for 3 main reasons. Number one, spot continues to remain very healthy for RXO at almost half of our truckload volume. We're continuing to prove out that we are the broker of choice for spot activity, special projects and mini bids, and the thought carries a significantly higher gross profit per load relative to the contract book of business.

Number two, we're continuing to phase in higher contractual rates on our contract book of business.

And number three, we're procuring capacity effectively.

So when you combine all 3 of those, we had a pretty significant positive update in terms of gross profit per load with high spot -- continued high spot mix and better buy rates and higher contract rates all resulting in a better-than-expected gross profit per load outlook.

And Ravi, just to piggyback on the procuring capacity more effectively. This is where the Coyote acquisition has really come into play, giving us more scale, access to additional carriers, particularly the private fleets. Scale matters in this business and we're really benefiting from that.

Absolutely. Let's aspect a little bit. Clearly, you guys are leaning into spot kind of the perfect time to do that. Was that always the plan? Or did you kind of see, oh my god, spot's going through roof, like this is crazy. And was that more tactical and opportunistic? And kind of what is the right number of that spot contract because usually you're 70-30 contract and now you're 50-50.

There is no right mix. It really depends on where you are in the cycle. So from our standpoint, you don't get the spot business unless you service the contractual book of business. So being able to go ahead and offer exceptional service better than industry-wide tender rejections, I think, is really, really important, especially when you're servicing primary freight. So you're servicing the freight and then the contract customers come to you for that spot business. And not only do you -- are you there to accept and service that spot business, but you have to be resourced and staffed for growth. So we're staffed for growth, that's always our mantra. Right now, we can grow volume by about 15% plus based on our current head count and how we're leveraging our technology. And we are staffed for growth and leveraging technology to win that spot volume.

So it's not as much as, hey, we're making a strategic decision to pivot to the spot market based on what we see. It's more about we're servicing our contractual book of business. And even though industry-wide tender rejections have cooled a little bit from high teens to low double digits, it's still materially higher than it was over the last 2 to 3 years. So there is a spot market that's out there and we happen to be winning a significant percentage of that share because not only are we servicing the contractual freight, but we are also in a prime position to service it because we're resourced and we're staffed for growth and we have the tech platform to leverage.

Got it. Maybe it's also a good time to kind of remind people that when you say pivot from a contractor spot that doesn't mean your -- to your point, you're not doing this contract and you're doing this spot, the spot layers on top of the contract you're already doing. So it's basically effectively expanding a TAM, not substitute...

It's a great point, thanks for bringing that up. You have to service the contractual freight to win the spot volume. And just because you start to see spot increase as a percentage of the business, doesn't mean that you're sacrificing contract for spot. Remember, also, there is a strong relationship between spot and contract. What was contract 6 to 12 months ago might be spot today. What is spot today might be contracts 6 to 12 months from now. As you think about repricing with customers, going through mini bids, I mean, ultimately, what is a true success story in an absolute home run is if you're able to go ahead and service the contractual freight, win spot business and then heading into the next bid season, you've got the ability to go ahead and reprice the contract at an acceptable margin given everything that's going on in terms of the industry-wide supply dynamics, which I'm sure we'll get to, you then have an opportunity to capture more incremental gross profit dollars into the network as opposed to only a smaller share of the spot market. So that's how we're thinking about our playbook at this point in the cycle.

Got it. A few follow-ups on your comments so far. You briefly referenced the cooling of the tender rejection grades. Is that purely seasonal? Is there something more than seasonality here? Is there something to be concerned about? Kind of what do you think happens from here?

Our view is that we are going to tighten from an industry standpoint from here, certainly throughout the end of Q3. And seasonally, you would expect that to continue to ramp through Thanksgiving, right? I think the magnitude of that ramp is still to be determined, depending on whether or not the consumer is there and how strong peak season is, but certainly an expectation that we will tighten from an industry-wide tender rejection standpoint and ultimately, spot rates for the industry ex fuel. So linehaul rates should move higher from here for sure.

So we are -- what we'd like to say, at least Kevin and I, July is the 11th best freight month of the year. So just keep that in perspective in terms of it's really weak seasonally, and we would expect strengthening from here.

Fair enough. You mentioned project business, you mentioned peak. You mentioned mini bids. What does that mean for 4Q momentum versus normal seasonality?

So I'm not going to comment on our view just yet on Q4. I would say certainly, Q4 is typically a better quarter relative to Q3 when you think about some of the peak business that we have as it relates to the Coyote acquisition. And you think about last mile, which is generally better in Q4 relative to Q3. I think the magnitude of that is really going to be a function of what happens with the consumer and how strong a peak there is. I mean we obviously haven't had a peak, certainly since we spawned out of [ XPO ], which was over 4 years ago now, but I think that will be the deciding factor.

But I think what's really important to note here is that look at the momentum we've had in our business despite soft demand. This is a supply-driven recovery. EBITDA in Q1 was $6 million. We then showed the momentum and leverage in the business, $6 million went to $40 million. $40 million then relative in Q2, $35 million to $45 million was our guide for Q3. We obviously gave a positive update for Q3 that we just talked about. And mind you -- and I think this is a really important point, from Q2 to Q3, last year, our business was down almost 20% sequentially. Seasonally, last mile was softer in Q3 for us. And this year, not only do we have that seasonal softness, but given what's going on in homebuilding and the housing market, it shouldn't be surprising to anyone in this room that the demand trends for big and bulky aren't robust right now. So we've got an incremental headwind in our Q3 of $3 million to $5 million, which is already embedded in our outlook. And despite all of that, able to go ahead and more than offset given the strength that we're seeing in our core brokerage business. So the momentum that we have in our business despite a soft rate market is truly impressive.

And then Ravi, just to piggyback on that, too, as we kind of go into bid season next year, late Q4 into Q1, we'll be coming at this from a position of strength, just servicing all those spot loads for our customers, the contract. So it's going to really position us from that strength perspective when we're having those conversations with our customers. And we're doing such a good job helping them with their spot loads, kind of helping them in this time of change.

Got it. I'm going to come to some of those change agents in a second. But briefly, Jared, you mentioned the positive update you gave last week was reflective of the share gains you're making. Talk about it a little bit more, is the share gains just because of your end market exposure? Are you literally taking share from your peers? What's driving that, kind of where [ is that coming ] from?

Yes. It is broad-based strength that we are seeing. If you look at our outlook for Q3, we talked about our expectation for truckload volume to be up low to mid-single digits year-over-year. If you look at what that implies sequentially, it's about up mid-single digits sequentially relative to how cash has been over the last, call it, 8 years at pandemic, cash is generally flattish sequentially. So it implies about 500 basis points of market share gains. And I think that speaks to what we talked about in Q4 of last year where ultimately, the acquisition of Coyote was complete, fully integrated, and we entered in 2026 with such momentum in our pipeline, and we're executing on that pipeline, and you're starting to see that in results. So many end markets in our second quarter outlook were actually up double digits. Food and beverage as an example, flip positive from a -- and not only did it flip positive, it went double digits on a year-on-year basis in Q2, first time in 2 years. And I think that speaks to some of the company-specific idiosyncratic momentum that we're seeing at RXO. I think 1 of the biggest growth drivers that we have over the, call it, next 1 to 3 years is how do we go ahead and accelerate that legacy Coyote volume growth. Such an incredible brand and such deep customer relationships. But volume had been declining before we acquired the asset, which we knew. But now you've got the company fully integrated on 1 platform, 1 sales, 1 tech going to market with the ability to help reinvigorate that volume growth. I think that's a huge driver for us.

Great. I'm going to come to Coyote in a second, but I wanted to address the supply side conditions first. Maybe let's talk about Montgomery first. Do you get a sense that any of the share gains are driven by kind of post-Montgomery changes? Is it too early for that? Kind of how do you see that playing out through '27?

I think it's probably a little too early for that. But I can certainly tell you that based on customer conversations, conversations that we're having with our shippers, shippers want to be doing business with large trusted partners like RXO. They want to feel comfortable that we've got best-in-class safety, [ vetting ] processes are robust, the procedures are there. And ultimately, they are dealing business with an RXO that also has proper insurance requirements. I mean, it's such -- it's so important these days. And I think we talked about this on our call where we're towered up like an asset-based carrier in terms of the coverage that we have, call it, $100 million per incident, right? So that's really helpful when you're having deep customer relationships, deep customer conversations on talking with shippers and chief supply chain officers on how they want to go ahead and position their business for the long term. Are they doing business with trusted reliable partners that have access to massive capacity like we do with 120,000-plus carriers, but it's the right kind of capacity, which is very different from how many [ actors ] have been doing it over the last, call it, 5 years.

And this is -- Ravi, our shippers tell us all the time. We have some of the best compliance vetting process in the industry. Our insurance providers to set, too.

Yes. That's exactly I was going to follow up a bit, have you had to go back and revet your carrier base and have you seen a reduction in that at all? Because some carriers have had a significantly [ good ] service.

It's 1 of the -- I think it's 1 of the largest strategic competitive advantages that we have right now because the business was built on high cargo freight, and it was built on expedite just in time, right, very robust vetting processes from day 1. Not all brokers are starting from the same place. So when you've got the ability to tap into a massive amount of capacity that we have and think about, did we have to make any material changes post SCOTUS Montgomery, the answer is no. And I think that speaks to the strength of the business and the existing platform and infrastructure that was already in place.

Great. So to your point, if it's still too early to tell. Like 1 of the takeaways in this conference has been the asset-based guys saying that 2027 is going to be when you'll really see the impact of Montgomery when the small guys get insurance renewals and kind of the carrier base gets renewed. Do you kind of feel that as well that it's going to be '27 where you see it? And kind of what do you think is that share opportunity over time kind of now that you're a consolidated entity with Coyote?

Yes, I think there is a significant opportunity heading into 2027 for large-scale brokers like RXO to accelerate share gains. So like I said earlier, we're not seeing it quite yet but the customer conversations are real. So the -- and it's palpable to have the conversations with our customers, with our sales force that shippers want to consolidate their freight with larger carriers, with larger brokers. So I would expect that to be a tailwind into 2027.

And to your point, I think it also serves as a potential tightening catalysts for the overall market, where we're in the fortunate position where we didn't have to make any significant changes to our platform. We're always in a state of continuous improvement, but no real significant changes. A lot of other brokers weren't in the same position. So as you think about many players in the industry, leveling up their game, certain carriers are no longer hauling for certain brokers. So what does that have the net effect of doing? Reducing capacity and further tailwinds in terms of the supply side equation. I mean we are in a supply-driven recovery. We also think there is a lot more room to go in terms of capacity that will continue to come out.

And Ravi, I think it's setting up even if you look beyond '27 for a multiyear recovery. So I can remember when I first got in this industry, and you've been around a long time, '04, '05, '06, multiyears. Truckers tell me all the time in the '80s and '90s, cycles used the last 3 and 4 years. There'll be a supply responsible, it will be the right supply. Think about like the last 15 years, it's just been a flood of supply, having the right supply, so it shorten the cycles. So I think we're setting up where if you look, whether it's '27 and beyond, we're going to set up for a multiyear cycle.

Got it. Just to close on this point of Montgomery, on that same note, maybe to play the devil's advocate a little bit. Is there a risk that you see share shift to asset-based carriers as shippers want that certainty? And again, obviously, huge partners like yourselves. But honestly, there's probably a handful of guys kind of your size and your expertise out there. So what's that asset-light versus asset-heavy ship looking like?

Yes. The -- shocker how you want to play devil's advocate. No...

That's my job.

I know.

This guy knows.

For sure. No, we actually think it's the exact opposite. The last thing shippers are going to want to do is increase more complexity and more cost into the equation and then go directly to the carrier. So from our standpoint, what is the value prop of the broker? It's an aggregator of supply. To Kevin's point, high-quality supply to go ahead and hook up many independent contractors, independent drivers with those shippers. I mean you think about the composition of the fleets that are out there, 92% of the fleets that are out there in this country have less than 10 power units. Fortune 1000 shippers are not dealing with that many carriers in terms of what needs to get done from a process standpoint, from a building standpoint, from a vetting standpoint, that's our value prop. So I think we actually see the exact opposite occurring where you're going to see shippers partner with large brokers like an RXO in even more aggressive way.

Well think about it, what you've heard this week, how difficult it is for asset-based carriers to get drivers.

Absolutely. Yes. That's been absolutely the theme.

Right? So think about that, as you think about the next couple of years, it's so difficult for them to find drivers and also look for the high-quality driver, that kind of limits a little bit of the amount of capacity we can provide. Whereas a broker, we can come in, we've got access to over 100,000 carriers or 1 million power units. So we've got access to the capacity that an asset-based guy might have trouble getting because of the driver situation and how tight it is.

And before we leave this topic, I just -- Kevin reminded me with his comment there in terms of some of the other news that we've heard this week at your conference, just to be clear, diesel was not a headwind for RXO. And I just want to emphasize that because I think it's a really important point, given the move up that we've seen in diesel pricing over the last, call a month or so, it's a pass-through, right? So there's -- through the cycle, there is no material impact to our P&L. So you think about more difficult to find capacity that Kevin just talked about. That's a good thing for our business, higher diesel prices. It's a fuel surcharge on to our shippers, no impact at all to the business. So I just wanted to emphasize that.

Great. So lots of supply-side capital industry-wide, you guys are gaining share, idiosyncratically, Coyotes firing in all cylinders. What does that feel like in terms of the rate opportunity as you go into bid season for next year and maybe kind of pivot back from spot to contract as you renew your contract?

The -- it's a great call. And we've seen so much momentum on our revenue per load in the business from earlier this year to now. I think in the month of July, we talked about our revenue per load alone was up almost 25% year-on-year, that's excluding fuel and that's excluding length of haul, right? That's pure rate. And that's obviously a function of both spot and contract on a blended basis. So we are -- we talked about in the positive update last week that we are still phasing in higher contractual rates. And we expect that to continue, no doubt in part due to the supply-driven recovery that we're seeing. Even though we're in what remains a slow soft demand environment, the reality is for the prevailing rate in the overall for-hire truckload market, it's just the intersection of supply and aggregate demand, right? So much capacity has come out that has yielded an inflationary environment. We finally did have a slightly positive [ CAS ] update the other day, but you think about rates up in the spot market more than 30% year-over-year with prior to this month update on CAS, shipments being down year-on-year for the industry every single month since January 2023, is a testament to how much capacity has come out. So we certainly think that we're going to be continuing to phase in newer and higher contractual rates through the end of this year, and that will also -- as you think about that phasing, that will also obviously be a tailwind into 2027.

Got it. I'd say that demand part, where you said kind of -- it's still kind of pretty soft, I guess that was the only maybe a little bit of an offset to your message last week and the update last week. Obviously, industry-wide, nothing you can do about it. But are you seeing any green shoots, any forward look at all, kind of does it feel like people are paralyzed by situation in Middle East, high inflation. Obviously, you've got a rate hike today. So does it feel like that's the new world? And so if that's a new world, is this where we're going to be? Or do shippers say, "Guess what, we just need to move on and we will start building a metric [ here ]."

To be clear, when I'm talking about demands softness, that's industry-wide, we're not seeing that at RXO, right. RXO volume is growing, and we're going to be growing low to mid-single digits year-on-year in Q3 despite that.

Different sectors of the economy, we're seeing different things. And I think in industrial manufacturing clearly has been stronger year-to-date. Anything consumer-related, given -- obviously, to your point, higher interest rates, higher mortgage rates, 30 years now at 7%, accrued through 100, clearly weighing on sentiment. So I think that's kind of how we think about it, 2 side of the economy, industrial manufacturing, data center on 1 side, consumer on the other, housing on the other. But the fortunate position that we're in, given the strength of our pipeline, we're able to offset the broader market weakness and continue to gain share in a more accelerated way versus the rest of the market.

Got it. I want to switch a little bit, talk about Coyote. Kevin, you kind of mentioned that in your earlier remarks about how that's allowing you to go to market in a much more front-footed way, if you will. Talk about how that's realizing customer conversions, pricing gains. Obviously, you've delivered the synergies on the cost side, what can we expect Coyote can bring to the table in the up cycle kind of from a revenue perspective?

Yes. I think first and foremost, scale. And it's -- what made Coyote attractive, not only was it from the customer base, we're very different customer base. They were strong in food and beverage and transportation, and we were strong in retail, e-commerce, industrial. So it's a very different customer base. When you do brokerage M&A, if there's a lot of customer concentration, customer overlap, it just doesn't work. And so from that standpoint, just the customer base is very different than ours.

But to a carrier base is very different than ours. RXO can kind of built their carrier base on the small carriers. Jared was talking about this earlier, guys with less than 10 trucks. Coyote built their carrier base on larger fleets with private fleets, access to private fleets and really kind of finding backhaul opportunities for private fleets. That's key because if you're a private fleet, you've got a heavy fixed cost infrastructure on an equipment run the assets. But then if you could find a backhaul link for that private fleet that just really helps them out a lot. And that's how they build that business. And now we've got access to the RXO small fleet, private fleets, looking for backhaul opportunities, just better pricing, but that scale now going to market. I was just on the floor this week, Jared and I were both in Charlotte this week and is being on the floor talking to some [ like RXO ] people, how excited they are to have access to such a more fleet, just better -- just more opportunities to buy better.

Got it. That is great to hear. So we're going to come into the last 10 minutes here. I wanted to kind of shift gears a bit and talk about 1 of our favorite topics, which is technology and AI implementation. 9 months ago, you guys were super generous to kind of invite me out to see what you were building. It seemed very exciting 9 months ago. I'm sure a lot has happen since.

You should come back.

And I should. Thank you for that. I will absolutely take you on that. But maybe give us a sneak peek on what you guys have done in the last 9 months, what's been rolled out, what's in the pipeline and what's yet to come?

So I touched on this a little bit earlier, but I want to expand on it because it's so important because technology has the ability to what we believe is to structurally improve the margins for RXO and obviously industry over the long term. And when we think about technology, we think about it holistically across our key pillars, it's volume, it's margin, it's productivity and it's service. We're not building tech for the sake of building tech. If it doesn't check the box on 1 of those key pillars, if it doesn't drive a strong return, we're not going to do it. So that is our key philosophy, and it's so important because ultimately, it has the potential to really move up the profitability and the operating margins of the industry longer term.

So what have we been keenly focused on? No doubt if you look at any of our earnings materials or listen to our calls, the #1 thing we continue to highlight is the success and the progress we've seen with our AI spot quote agent. I think we talked about it when you were out in Chicago and the deployment of that is widespread across the organization. We're seeing unbelievable success across cohorts that have been adopting it in aggressive ways. And you're seeing relative to prior in terms of an improvement in both gross product per load and an improvement in truckload volume when compared to not using it, and it is now fully deployed.

So having that ability for any of our customer reps have access to this tech, at their station without leaving the environment that they're in, where you get an inbound request from a customer and from a shipper. And instead of going to 17 different screens to build the order and figure out what the right price is, which impacts your response time and then shockingly, there's a pretty strong correlation between response time and actually winning the load, you're now able to go ahead and do it as a seamless environment where request comes in. And instantaneously, we're pinning our real-time pricing algorithms on the back end, and we know exactly based on 20 years' worth of data between legacy RXO and legacy Coyote, it's so imperative to make sure that you've got a clean data lake, which that's what my CIO tells me. And when you think about the cleanliness of that data, the ability to go ahead and do that on a real-time basis. You've got an order coming in at a specific time, on a specific day, on a specific way, and we know with a pretty good probability we need to go back to that shipper to win that rate based on our proprietary data that's really, really powerful. And when you think about unleashing that across the organization, what does that yield? It yields incremental margin at strong profitability, incremental gross profit dollars drop from gross profit to EBITDA anywhere between 60% and 80%. And you're obviously seeing a lot of that operating leverage play out in real time right now given the strength of our results. And you're also seeing that in terms of the ability for us to grow the business without meaningfully adding to headcount. And that's also such an important point. We think about the ability to grow our volume by 30%, 40%, 50% over, call it, the medium term. How do we do that with a fraction of incremental head count additions to really drive strong power for operating margins in the business.

Great. One of the things you showed me when I was there was a to do list slide where you had a bunch of green items already rolled out, a bunch of white items in development, a bunch of yellow items TBD in the future. What is that ratio of white, green, yellow looks like right now?

Highly confident. Everything that you saw that was in development is now all in green. And I think that's a really important point where it doesn't just go green and then we're done. It's green and then we iterate and we've got a whole set of incremental initiatives that we're going to deploy across the organization. Because it's not just an AI spot quote agent, how are we thinking about deploying both Agentic and generative. How we think about deploying it across all of our lines of business between managed transportation, last mile and our complementary services. And we obviously spent a majority of the time here talking about brokerage because it's the lion's share of our business, more than 70% of revenue, but the ability to speed onboardings within managed transportation, where we manage $4 billion of freight under management, and we're the largest provider of managed expedite in North America. And there's a strong relationship between our brokerage business and our managed trans business. If we can deploy AI and technology in more aggressive ways to speed up onboarding, that's really, really helpful from an efficiency standpoint and can help grow the flywheel. Same thing within our last mile business, just getting more efficient throughout the entire organization and constantly making sure that we're challenging ourselves to find the next best thing to continue to invest it.

Got it. When you think of the holy grail of technology implementation here, which is a completely automated transaction from origination to execution, billing settlement, where are you in that life cycle right now? Kind of what percentage of that transaction do you think is fully automated? What percentage of that is -- what percentage of what product transactions will you automate? And do you think we ever or when do we get to that 100%?

Well, the -- I'm not sure I agree with the premise that, that's necessarily the holy grail because I do want to emphasize that we think about not only deploying tech, but we deploy it from the perspective of having a human in the loop. The relationship is so important in this business. This is a people-based business. If you think about what we spend our money on any given year, irrespective of the cyclicality, it's our people, it's our technology and it's our real estate. Those are our 3 largest costs. And when we think about going to market, there is a huge opportunity. And I agree with the premise of the question that ultimately, can we become more efficient in terms of increasing the productivity of our people from a loads per person per day standpoint. And the absolute -- the answer to that is absolutely yes. Can we be more efficient on automating back office as we think about order to cash, FABP? Absolutely, yes. But do we want to completely cut out the human in the middle? The answer is absolutely no. We're ultimately, we think about our sales organization across the business. And we want to make sure that we've got multiple touch points across the organization from inside sales to outside sales with multiple different contacts at our shippers to really build our strategic relationships. What our tech folks, our senior tech product folks always say is, how do we go ahead and empower and enable our people to become more efficient. So they are spending more time building relationships with our shippers because that's going to yield better results over the long term.

Great. Can we unpack that a little bit because that's a very important point here. Candidly, 1 of your peers have made a big deal about talking about massive head count reductions because of AI. I think they've said they can increase their transactions by 10x without adding headcount, which seems like a staggering number. It seems like you have a very, very different philosophy to what productivity looks like in an AI-driven world and a very different philosophy to headcount. Can you just kind of differentiate that a little bit and kind of talk about why your approach is maybe better than theirs?

Yes. I'm not going to -- we have a ton of respect for our largest competitor, and we see them every day and they have had incredibly strong results and they're doing a fantastic job. So -- but on the margin, are there some incremental differences? For sure. In terms of human in the loop, thinking about that relationship. But I do think there's probably more in common than not as it relates to ultimately can tech drive productivity. I think the answer to that is yes. And we have seen a reduction in our brokerage headcount, right? It's down, call it, mid-teens percent year-over-year. But I do think that the point that we fundamentally believe that leveraging relationships with technology is a winning proposition over the long term.

Got it. That is super helpful. Any questions from the audience here? We have 1 there and 1 upfront.

Could you talk a little bit about your expectations around insurance costs as we look towards renewal of insurance next year, both for yourself but also for the broader industry and kind of like the range you see for the broader industry? And what -- if that could precipitate share gains for you into next year?

For sure. So the answer to the last part of your question is absolutely in terms of facilitating share gains when we think about the fact that RXO is in such a strong competitive position relative to the many brokers that are out there, especially the small and medium brokers. But there are even some large-scale brokers that don't have robust insurance towers like we do. We're towered up like an asset-based carrier with $100 million per incident, and that's really, really robust.

So when we think about the premiums that are running through our P&L associated with excess casualty, which I think is what the question was as we think about the potential premium increase heading into 2027, what we said and continue to believe is that we will be materially better than the rest of the industry. And there have been some crazy estimates that have been out there. So you need to put things in perspective that when you hear some of these large increases, not all brokers are created equal, and they're not coming from the same starting place, right? We're fully powered up. We've got best-in-class vetting, best-in-class safety, really strong processes that are internally built which is why -- and we leverage technology, which is why we've had significantly better than industry rate increases over the last few years. And based on feedback that we're hearing from our insurance partners, we expect to be materially better than industry in terms of rate of change increase heading into 2027 as well. When we're in a position to sort of give that estimate, we certainly will as we continue into the renewal cycle, which will be later this year. But we feel very, very good about our position heading into '27.

Do you have a sense of what the industry number might look like?

The range of estimates is so wide, Ravi, because ultimately, when you're dealing with a base of competitors that may not have even insurance at all or a very de minimis amount, I mean you've seen estimates that are up there, which is 5x, right? Because ultimately, you're dealing with smaller brokers that don't have any of those benefits that I just described to. So you've seen crazy estimates that are out there for the industry. When we think about the competitive position that we're in, the years of processes that we've built and going back to what we talked about earlier, like foundationally, how was RXO built. It was built on mission-critical freight high cargo value. And when that's the starting place, you're in a really, really good spot because the vetting processes are so robust. So we feel really good about our position heading into '27.

And Ravi, some of those things, too, the small brokers to Jared's point, you don't have insurance, your framing is [ going up ] a lot, might go from 0. Or if you just -- you don't have the compliance of vetting that we have, maybe just rely on government data, which [ sometimes ] they only rate like 8% of the carriers or something. If you're compliance and vetting, if that's it, you're going to be paying a lot more, if you can even get an insurance.

[ Nat ], you want to squeeze in? A little bit over time here.

I know we talked a lot about truck brokerage, but it would be helpful to hear a bit more about last mile and your man transportation business, how you see those businesses scaling over the next few years, especially if we do see an up-cycle?

Absolutely. So managed transportation, we are executing incredibly well. And we talked about onboarding $100 million of freight under management additionally in Q2, another $100 million in July. We're now north of $4 billion of freight under management within managed transportation and that is extremely synergistic with our brokerage business where ultimately, we service that freight well, brokerage has the ability to be a carrier to our Managed Transportation business and it helps the organic growth of the combined business. So -- and the pipeline there is quite strong, and the team continues to win get awarded new business and onboard significant amounts of freight under management.

In last mile, the team has executed incredibly well in what has been clearly a soft housing market like we talked about. But the team has punched out, stop growth over the last few years because we're gaining share in a pretty significant way relative to our competitors. Notwithstanding the fact that clearly, we talked about Q3 being a seasonally slow period for last mile and some additional headwinds that have already been factored in to outlook, which were more than offsetting with the core strength in our brokerage business. But we think about last mile, we are the undisputed industry leader in last mile with #1 share. And ultimately, to Kevin's point earlier, we believe we're setting up for a multiyear recovery. And when we have a housing recovery, whenever that may occur, not only will it benefit the brokerage business of the [ freight ] for RXO and for the industry as it sets up industry capacity, we'll have a double benefit within RXO because it will also be a tailwind for our last mile business.

Gentlemen, thank you for bringing the energy to the last session of the day. Thank you.

Pleasure always, Ravi.

Laguna, thanks for having us. Thank you.

All right. We're at the last session of the day, seeing the best at the last. Jared Weisfeld at RXO, Chief Strategy Officer. Thanks for being here and ending our first day of DB's Industrial Conference with me. I really appreciate it. I'm Richa Harnain again, great research analyst at Deutsche. And yes, let's just get right into it, right?

Richa, I appreciate you having me. Thanks for having me here today.

Of course. So I'd like to start with just understanding your perspective on the current environment. Your business, in particular, has found some momentum. You just talked to us about that a couple of days ago when you reported results. Then there's the market that does experience some seasonal softness right about now.

So maybe again, just give us a lay of the land, where is the market? Where is RXO? What do you worry the most about as you look ahead? What represents the biggest near-term opportunity for you to hit the high end of your outlook that you indicated you have line of sight to?

Sure. So maybe just taking a step back in terms of how the year has progressed, and I think speaks to the momentum that the company has been seeing. We started off the year, Q1 was at $6 million of adjusted EBITDA, and that has ramped significantly throughout the year to $40 million in Q2. And then at the midpoint of our outlook for Q3, another $40 million despite some seasonal softness from our last mile business with the brokerage business more than offsetting that weakness.

So I think that speaks to the fact we talked about late last year, our brokerage late-stage sales pipeline was up more than 50% year-over-year, really entering in 2026 with tremendous amount of momentum. We've capitalized on that momentum. And when you look at our truckload brokerage volume in the business, we talked about our expectation of resuming outperformance versus the broader market as early as the middle of the year. We exceeded that goal, and we started resuming outperformance in the month of April.

As you look at how the year has progressed, we ended up growing truckload volume by 2% year-over-year in Q2, 500 basis points above the market. We talked about an expectation for our truckload volume growth rate to accelerate into Q3, up about low to mid-single digit year-over-year in a market that still remains down. The Cass Freight Index has been negative for every month on a year-on-year basis since January 2023.

So really, when you think about just the improved brokerage performance at RXO, it's not only about volume. It's about profitable growth, which is the investment thesis of the company. We've had an increase in gross profit per load in Q2, about 2% year-over-year despite the significant tightening in the market. In fact, on a sequential basis, it was up about 11% on truckload, gross profit per load, which was the fastest growth rate in 4 years. That's growing again into Q3 because we continue to execute on the spot opportunities.

And maybe sort of -- I know I've been outlining a lot of sort of how the year has progressed, but maybe to close that, and we can follow up because I know I've said a lot. I think that's a good place to end in terms of the spot opportunities that the team is capitalizing on. Spot is now about 50% of the mix in the month of July. We talked about on our earnings call last week. That was up in Q2, 1,500 basis points year-over-year continues to increase because RXO is proving to be the broker of choice for spots, projects and mini bids at really accretive margins, and you're seeing that flow through the P&L.

Just on that topic, do you worry about like endurance of this given that spot market can tend to be fleeting? Or how do you consider maybe converting more of this to contract business, 50% spot now right?

Yes. So we don't look at the spot and contract business within the brokerage business in silos. We look at it holistically, and there's a strong interplay between the 2 businesses. You don't get the spot volume without the contract volume. You have to honor your contract freight if you want to go ahead and capitalize on the spots. And that's why we talked about on our earnings call last week, our tender rejections being better than industry. We're servicing that customer freight.

And when you're in an environment with double-digit tender rejections, right now, I think it's around 13%, 14% was as high as, call it, 17%, 18% in the month of June. That's a market that's conducive to spot opportunities, even though there's soft demand. I think it's a really important point because even though aggregate demand still remains pretty soft, there generally is no housing market right now, which I don't think is going to be a surprise to many people.

But despite that, because so much capacity has come out and that capacity is structural in nature in terms of the removal of that based on recent enforcement actions from the government, you're now at a point where there's been capacity attrition in excess of sort of that rate of demand. So you're seeing a spot market that's developed, and it's pretty broad-based in nature across many different verticals and RXO is capitalizing on that.

So I think then the goal is you win that spot volume. And then eventually, as you think about converting that spot volume into longer-term contracts because you have the relationship and you put something in place, when you're dealing with large Fortune 100, Fortune 500 shippers, they want that predictability of the contract market. So we're able to go ahead and put that in at a fair margin and then capture a larger percentage of the volume on the contract market.

How does that work? So you're at 50% now. Do you want to start shifting a lot of that spot to contracts? And should we start to see a contract mix sort of increase over the next couple of quarters? Or how will it look on sort of your reported metrics?

It's not a -- it's going to be a function of where the market is. And I think that's the underlying premise where ultimately, if the market tightens from here, we're going to go ahead and capitalize on the spot opportunities. If the market loosens and there's an opportunity to go ahead and put some of that spot back into longer-term contracts at healthy margin, we're going to do that as well. So it really is going to be a function of the environment. There's no optimal percent contract versus spot mix over the long term, it really is going to be a function of where you are at any given point in the cycle.

When markets are softer, you're going to want to lean into a larger contractual book of business. When markets are tighter like they are right now, you want to make sure that you're capitalizing on those spots because the spot opportunities can be significantly accretive relative to gross profit per load and helps offset the rise and increase of cost of purchase transportation that impacts the contract book of business.

And you're still seeing a lot of good spot opportunities. It sounds like you intend to -- continue to see a lot of good spot market opportunities, even though we're hearing maybe there's less activity making its way into the spot market because shippers are accepting higher contract rates and maybe shifting back into the contract market makes less activity in the spot. Is that something that's occurring or...

July is a good proof point where you have idiosyncratic differentiation at RXO, where seasonally, July is a soft month. And despite tender rejections moving in, in the month of July and despite freight rates coming in, RXO's spot mix held steady at about 50%, so up slightly from where it was in June. So to have that kind of spot mix, I think, speaks to the fact that we're staffed for growth. We're resourced. We have the technology able to capitalize on the spot opportunities. We talked a lot about our spot quote agent, which has been rolled out throughout the year. So having a lot of these idiosyncratic drivers available to us to capitalize on the spot opportunities, I think it certainly -- you're seeing that play out in the results right now.

Okay. Next, maybe we can talk about what I characterize as the elephant in the room when I spoke to a peer of yours. Clearly, the market remains somewhat hesitant right now. You talked about the good results, but tepid response not just around your prospects, but a lot of broker prospects and one of the largest nuclear verdicts in the industry against another truck broker probably has much to do with that.

So maybe help the market get comfortable with the risk. There's this concept of uncapped liability and now every accident in the past and future going to try and extract from brokers with deep pockets. So what's wrong with that line of thinking? I know you have some strong news there, so share them.

I think to put things in perspective, let's look at how RXO is positioned right now. We have an extremely robust onboarding and vetting process from a carrier standpoint. We have a -- what we believe to be extremely excellent safety record when we look at just overall stats from the FMCSA, how RXO compares relative to those stats, we compare extremely favorably. And we've got a robust insurance program that is very comprehensive in nature. So we are insured from a coverage standpoint, basically in line to better than many asset-based carriers. So a robust [ tower ] program that's in place.

We believe that we've got adequate and sufficient insurance and that we are adequately reserved. So I think we're entering in this post-Montgomery world from a relative position of strength when we think about just how the business was built over time, which is very different than some of the small, medium and even some of the larger brokers that are out there. If you think about the amount of insurance coverage that is available and that's running through our P&L.

So we are -- we view this as an opportunity for RXO to continue to take market share when you're talking with shippers, shippers really care about the processes that are in place from a vetting standpoint, from a safety standpoint, from a compliance standpoint, do you have the proper insurance. And because not many brokers have what I just described, I think there is absolutely a market share opportunity in the near term. We're already having those conversations with our shippers. And I think you'll start to see that manifest itself out throughout this bid season and the medium to long term as well, where ultimately shippers want to make sure that they are dealing with reliable partners that are best-in-class.

And just on a specific case, I guess, like did it trouble you that the facts of the case, I mean, like what could C.H. Robinson have done, right? They chose a very safe carrier per the satisfactory rating from the FMCSA and all of that. So just the fact that they -- it seems like the facts were in their favor and yet they were still like -- they still face this verdict. Does that challenge some of the.

Yes, it's not our case. I'm not going to opine on a competitor's case, but do believe that ultimately, there is sufficient state law in Texas to come to what we believe will be the right decision for the industry. And I think that's a really important point. This is not just a brokerage industry issue. This is a transportation industry issue where ultimately, it's the national security of our supply chain.

When you think about clearly, $600 million nuclear verdicts are not sustainable for the entire transportation industry. So as you think about working with the FMCSA and the DOT and with members of Congress to go ahead and make sure that ultimately the right construct is put in place to make sure that there is the movement of goods on an interstate basis that is frictionless in nature to not interrupt commerce. I think that's a really, really important point.

Okay. Well said. All right. So on the insurance side of things, you said your renewals at the end of the year and you feel like you'll outperform the industry with respect to rate increases. Just maybe put some parameters around that. How much do you think the industry insurance rates will rise? How much do you think you could outperform?

Yes. So we're still in conversations with our insurance brokers and our insurance carriers, so all of our partners. So I'm not going to give an exact number, but I'll help put some things in perspective because I think there are a lot of numbers that are floating out there. And I think it's important to realize to the earlier point that I made that not all brokers are coming from the same starting point.

So if you've got a broker that exists in the industry, whether it's a small, medium or large broker or a broker that's part of an asset-based carrier, in a pre-Montgomery world where you're protected by the FAAAA, that broker may or may not have had excess liability.

So you think about a lot of brokers reevaluating their current position and what that liability may look like, they're going to face larger percent increases to go ahead and make sure that they are properly covered. They've got the right towers in place. And they're going to face the larger percent increases that you're talking about.

So when we think about how we're entering in this renewal cycle, we feel very strongly that we're going to significantly outperform the industry. We're not going to give that range yet when we get closer to renewal date, and we're in a position to talk about it, we certainly will. But given what we've seen over the last couple of years because of everything that we just talked about in terms of the safety record, the processes, the compliance, we've outperformed significantly over the last few years, and our expectation is that heading into 2027, we will outperform again.

And I do think that it's also an important point that if we do have overall industry costs increase, they will -- it will -- it should be transitory in nature from the standpoint of ultimately, they will get passed along to shippers and then eventually the end consumer, where ultimately, if the cost of doing business goes higher, we need to still earn a fair margin, and we're talking about essential goods that we're -- and services that we're providing. So I think that's the construct in which we're thinking about it.

Okay. And what do you think with respect to like Montgomery basically swinging the pendulum between asset-based versus asset-light, right, like brokers versus non. Do you think it actually increases the value proposition of brokers because it creates a layer of protection between you and between the shipper and the carrier? Or do you think you are seeing shippers that want to work more direct with?

No, we're seeing the former in terms of shippers wanting to go ahead and work with brokerages, but importantly, work with brokerages that are of scale and have the resources and the vetting and the compliance that is necessary in a post-Montgomery world. So you think about the conversations that we're having with Fortune 500, Fortune 1000 type shippers, RXO, what processes, what procedures do you have in place, what insurance do you have in place? And then we'll go ahead and ask them to go ahead and make sure that they should compare this relative to some of their other carriers in terms of what's in place.

And generally, what comes back is a market share gain opportunity for us because that shipper understands the value prop that we're offering and they want to make sure that they are doing business with a trusted vetted partner like RXO that has those robust processes in place. So absolutely, I think it's a market share gain opportunity. And you've seen that in the data, right?

Brokerage penetration has gone up to the low 20%, and we think that there's headroom to go to 30% to 40% over time. And I think the composition of that penetration is also likely to be in favor of the larger brokers where the top 10 brokers now represent about half the market. We think that over the medium to long term, that could be the top 5 [Audio Gap] the market as the industry continues to consolidate.

Okay. All right. Let's shift gears a little bit and talk about just the general market. You're in the popular camp of capacity entrenchment we've seen across the industry being in early innings. Just maybe give us a little bit more there as to why you think that.

Yes. I mean if you look at the amount of capacity that's come out in terms of the for-hire truckload market, there are policies and regulations that have been in place between English language proficiency, non-domiciled CDLs, CDL mills, ELDs, cabotage, this whole -- and by the way, it's across the executive branch. It's across legislative. It's obviously an impact from a judiciary standpoint post-Montgomery. So there's all these pressures that are out there that have, in our estimate, taken out a significant amount of capacity. And we believe that up to, call it, 25% of the for-hire truckload market may face -- that's the amount of capacity that we're talking about to exit over time.

That's a nontrivial amount of capacity if you think about a for-hire truckload market that's about 1.3 million to 1.4 million CDLs. So -- and the point is that it's structural in nature in terms of these capacity shifts whereby that capacity is not going to come back. There will be a supply response at some point, but it will be higher quality supply that operates with unit economics that make more sense as opposed to being 30%, 40%, 50% below market.

So when you think about all that capacity coming out, we think we're probably close to maybe -- I think the best way to frame it is that there's probably another halfway to go.

So think about that for a second. We've had spot rates move up anywhere between 30% and 50% year-over-year with no real improvement in demand with maybe half the amount of capacity coming out. So -- and there's still more to come.

So you think about the implications to the industry whereby any kind of improvement in demand. I mean, the housing market, like we just talked about. The housing market can be 20% of the freight economy in good times. And you're seeing this kind of move higher in spot rates without housing, without big and bulky. I mean, I think this speaks to our view that gross profit per load for the industry and certainly for RXO is biased higher from a structural perspective, given how much of the capacity has come out.

And do you think it's fair to say then that we could see this type of improvement in rates for at least as much, maybe even next year as we -- if this is sort of linear in terms of the capacity reduction we're seeing?

It depends on demand. So all else equal, if supply continues to come out and demand remains static, then by definition, that's inflationary to overall TL rates. I think where things get really exciting is when you think about just where demand levels are right now, I mean they're sub 2019 levels. The freight economy, as we just talked about, has been in contractionary territory from a volume standpoint for the last 3.5 years. Mortgage rates are sitting at 6.7%.

So you just think about over the -- pick your time frame, when you do have a normalization of demand, you've got this upward bias, and it could be a material upward bias to freight rates and truckload gross profit per load. That would be on top of what we've already seen. But I think the important point also is that from an RXO standpoint, we're not waiting for that. You're seeing truckload volume growth at RXO 500 basis points in excess of industry. You're seeing gross profit per load growth significantly in excess of industry because we're capitalizing on those spot opportunities.

So as we think about the normalized earnings power for the business, the fact that we're able to advance the ball on all of these KPIs in the context of what remains a muted demand environment, I think, gives us even more confidence in terms of the upward torque and the upward leverage to the model that we have.

Okay. Nice. Maybe we can hone in on demand a little bit and where you have maybe more fine lens, I guess, on what's going on. Managed trans business, one of the biggest movers of big and bulky. So you do have a great perspective on the housing market, but just generally, what you're seeing there. And then it sounds like you were talking about some sort of green shoots, maybe expedited auto. I know that there's a comp story there as well, but we saw some nice growth. Yes, to talk about like maybe where you're seeing the green shoots and aside from housing, what's maybe being a little bit more stuck in the mud?

Sure. So I'll handle that across our relative lines of business. So within the brokerage business, we're seeing green shoots across many of our verticals, but I do think a lot of that is RXO specific as opposed to broader industry. Specifically, food and beverage for us turned positive for the first time in 2 years. We talked about one of the most exciting opportunities with the acquisition of Coyote was to go ahead and acquire this huge installed base of customers, stabilize the volume trends and then start growing. We're doing that exactly right now.

So as we think about the upward torque to the model, food and beverage was a very big vertical for legacy Coyote. And now having that exposure at RXO, even though food and beverage demand trends overall are still muted with GLP-1s, et cetera, we're seeing significant growth within food and beverage because we're recapturing share. So I think food and beverage within brokerage as well as automotive, to your point, and there's a synergy between automotive within brokerage and our managed transportation business. Expedite volumes within our managed transportation business were up almost 30% year-over-year in the second quarter, still significantly below prior peak levels.

But to your point, we do have some favorable comps, but we're also seeing some benefits on the expedite side because the overall truckload market itself is pretty tight. So you're seeing customers turn to their reliable partners when they need to push that emergency button and they need that expedite time -- that expedite just-in-time type freight that carries higher gross profit per load from RXO standpoint, we're seeing a nice improvement there. On the last mile side, and I think this is an important point, we're still seeing very muted trends within big and bulky, no doubt, inextricably tied to the state of the housing market right now.

And I think that dovetails to your first question, Richa, on the outlook that we provided for Q3. If you look last year, Q3 was down about 20% sequentially from an adjusted EBITDA perspective across the company. This year, we're holding the line flat at the midpoint despite the fact that we've got not only typical seasonality within our last mile business because Q2 is the strongest quarter for last mile, but we've got incremental headwinds to the tune of $3 million to $5 million in last mile attributable to just weaker and softer market conditions.

So I think that's, one, it speaks to the underlying momentum in the brokerage business. Two, I think it speaks to just how weak big and bulky is right now. But with that said, we're still outperforming big and bulky. I think the industry is probably down low to mid-teens on stops. So we're definitely outperforming. Stops were up last quarter.

Okay. And just in terms of your overall diversification, are you -- like can you talk about that? And are you at the optimal level? Do you still need to do some more work in terms of portfolio shaping? I know there's a whole LTL versus TL dynamics we can get into that, but I'm more curious right now on sort of end market exposures.

Yes. So I think that there is an opportunity organically and inorganically. When we think about from an organic standpoint, what have we been focused on with respect to diversification. We've been focused on, as you'd expect, industrial, manufacturing, data center as we think about building up that pipeline, we've seen some really nice growth within the high-tech vertical example -- high-growth tech vertical as an example.

And we're also seeing that in a modality standpoint as well. LTL, we talked about the pipeline being up nicely, and we're going to accelerate that growth rate within LTL by year-end relative to our Q3 volume growth, which is about low to mid-single-digit growth. But LTL is still only low 20% of our mix. How do we think about getting -- I think Drew and I have talked about how do we get LTL to 50% of our mix.

So I think that's going to be a combination longer term of organic and inorganic, and we think about our capital allocation philosophy, the same way we've thought about it since day 1 of our spin, and it's been organic growth back into the business, share repo and opportunistic M&A.

And when we think about opportunistic M&A, it's going to be across the same channels we've always talked about in terms of LTL, managed transportation, different modes within brokerage where we'll maybe subscale. But we also have a high bar. And ultimately, the organic path that we have ahead of us is so strong, and we're seeing some real momentum in the business right now. So it will be the combination of all 3.

Okay. Why the strong rationale to like want to increase LTL exposure. That's going to bring...

Yes. From an LTL standpoint, one, it's strong margins and it's stable cash flow. So I think when we think about -- and it increases the stickiness of the relationship with our customers. So all 3 of those factors between strategic rationale and financial impact to the P&L, no doubt speaks to why we want to increase LTL as a percentage of our mix. I mean for RXO, that business is still pretty nascent. It only started 5 years ago, right?

We are obviously owned by an LTL asset-based carrier when we spun out of XPO back in the fall of 2022. And that business subsequent to the spin has certainly grown very nicely. So I think we're still early on our growth trajectory within that LTL business relative to some of our peers, and we've seen such momentum and the growth trajectory there is so significant. But it really comes back to strategic rationale, increasing the stickiness with our customers and the more stable EBITDA combined with certainly accretive margins.

And when you think about inorganic growth prospects, are you seeing like LTL sort of specific brokerages out there that could be interesting?

There's always opportunities that are out there. So I think we'll look at it across the vectors that we talked about between managed trans, LTL, SMB, reefer, flatbed, anything within brokerage that could add to our capabilities within RXO. And even though we're the third largest broker within North America, as we think about our 2 largest modes within brokerage, it really is truckload and LTL. And within truckload, it still is mostly dry van.

We still have -- we have a nice reefer business. We've got a nice flatbed business, but there's an opportunity to do more in both. So I think we think about it in a pretty holistic perspective, but we also have a very high bar in terms of what must be true, right? We've been public for 4 years. We've done 1 acquisition. So I think we want to make sure that we've got the right scale, and we're driving the right financial returns.

Okay. And on the inorganic side, like what should we be thinking more like tuck-in type opportunities? Or would you be willing to do big scale M&A again if it was a good opportunity?

Yes, I think we're going to be opportunistic. And ultimately, it's not the size that we're focused on. It really is ultimately, does it drive strong shareholder returns? Is it materially accretive to normalized earnings? And does it make sense for our shippers? And culturally, does that make sense? And if you could check all those boxes, then we'll certainly take a look.

Okay. Okay. Shifting back to the organic side. I mean you talked about being early innings on sort of your agentic AI efforts. It's been a long day. Tell us about what you mean by that?

For sure. I mean if you follow the journey over the last 4 years, you'll see the content that we've been putting out in terms of the tangible evidence associated with the investments that we've been making in AI are really starting to bear fruit. And we're talking a lot about the products that we keep rolling out every 90 days when we report. And it really has been a multiyear journey, and we're starting to see some really nice benefits.

So when we think about technology, it really is across our pillars between volume, margin, productivity and service. And ultimately, for us to make an investment, we've got to check the box that we are unlocking value across those pillars. We're not going to go ahead and deploy CapEx for the sake of investing in tech if there's not a strong return associated with it. So that's at the high level how we think about it.

And the biggest use case that we've seen develop year-to-date has certainly been the rollout of our spot quote agent, where we're seeing -- when we think about the deployment of that tool specifically, we've seen the cohort relative to those that early on have not adopted now, it's widely adopted throughout the organization, an improvement in both volume and yield.

And when you just think about any of our customer reps not having to leave their user interface to go ahead and book a load, right? You don't have to go ahead and pull up 7 different tabs and try and figure out does that price make sense and then go ahead and build a load where you can stay within one native environment because everything is automated through an agent and the agent is doing the work for you, that has a nice effect in terms of increasing productivity.

And that's also a really important point in terms of how we think about leveraging the technology. We are not leveraging the tech to replace our people. We are leveraging the tech to make our people more productive. We want to go ahead and be able to grow volume by 50% and only grow headcount by a fraction of that amount because ultimately, our people are doing more in terms of load per person per day.

So I think that we've got a, what I believe, a differentiated approach in terms of a human-in-the-loop AI approach where ultimately, our view is it's the combination of the tech and the operators that really do provide the value prop and the ability to capture market share in a profitable way over the long term. So it's decoupling the growth between headcount and volume growth over the long term, leveraging the tech investments that we're making, and I think that's really showing in the P&L.

And on the spot quote agent in particular, I know it's early, but any signs on how it's improved loads per person per day or any sort of quantitative metrics you can?

Yes. I think we talked about last week was a 5x improvement sequentially in terms of the output of that tool from Q1 to Q2. And I still think we are early days in terms of the development of the features. The best thing about AI is if you're innovating appropriately, you're always in the first inning. So as we look at the tech road map and features we're bolting on to that AI spot quote agent as an example, where right now, we're at the point where you are leveraging that tool and the rep internally doesn't have to leave that user interface.

At what point do you want to take that one step further and have the agent start to deal with a lot of the e-mails that are coming in, in a more automated fashion. But I think we're going to be we're going to be thoughtful on the deployment of that because we don't want to commoditize ourselves, and we want to be thoughtful in terms of making sure that we still own the customer relationship. And at the end of the day, we're dealing with operators that are -- have been doing this for so many years and have so much deep domain expertise, want to make sure that they have got the ability to share that value with the shipper, and it's not just completely AI, right?

So it's that combination of tech and people that we've talked about. And by the way, it's across all aspects of the business. It's not just brokerage. We talked about in the quarter how we rolled out incremental automation opportunities with managed transportation, optimization within last mile, so a continuous state of improvement.

Yes, that kind of. Go ahead.

It sounds like [indiscernible]

Yes, we could absorb a 15% -- so the question was how much can we handle today in terms of incremental volume growth? We can absorb at least 15% increase in volume today without adding any real headcount. So I think the question is going to be the sustainability of that volume growth, where ultimately, if our view is volume growth at 15%, and then we're going to grow from there, we'll have to make some additional investments, and we're going to want to make some additional investments. And I think that's why we're proving right now that we are resourced to handle the spot market that's available, and we're seeing that in our results. But the short answer is overnight we can handle a 15% increase in volume for sure.

And just on tech in general, you talked about you're implementing a lot of this across the institution. It doesn't surprise me. It's always been kind of part of your DNA. But just in terms of what's coming down the pipe, what you're excited about, the pipeline of new initiatives, you're exploring? Can you talk about that?

Yes. We tend not to talk about sort of what's coming down from a competitive intelligence standpoint. I think we're more of the camp of we'll talk to you after it's been rolled out with some good proof points in terms of what we're seeing throughout the organization. But I can certainly answer it from the standpoint of everything that we're looking to roll out really is in the concept of making our people more productive, empowering them, optimizing the workflow across the organization and that AI spot quote agent is a great example in terms of staying native within one particular user interface and really going ahead and ensuring that they're becoming more productive.

How do we put tools out there that can focus our people on having more strategic relationships with our shippers as opposed to the mundane tasks? So I think that there's also a huge opportunity in the back office as well. We've talked a lot about incremental productivity enhancements that we can have for our customer reps and our carrier reps, but how can we improve order to cash as an example? How do we improve the back-end billing? How do we go ahead and think about ways to just automate the processes from a back-office standpoint.

And I think that speaks to the scalability of the business model where we're growing volume by 30%, 40%, 50%, and you have the opportunity to not only decouple headcount growth from volume growth on the front office, but how do we go ahead and actually continue to automate the back end as well where you can drive some real nice operating leverage. And as a reminder, every dollar of incremental gross profit within brokerage can have upwards to almost $0.80 on the dollar flowing from gross profit down to EBITDA. So driving that higher throughput in terms of contribution margin is certainly our North Star.

Okay. All right. Let's get into normalized earnings. You talked about how you're nowhere close to what you think you can accomplish in terms of -- for next year, I think consensus is estimating $240 million, give or take, which is 80% above 2026. Maybe give us the optimistic view on what can make you exceed that outlook? And longer term, how could you continue to grow beyond that level?

Sure. So as you know, we only give guidance 1 quarter at a time. So I'm not going to comment on the 2027 framework. But what I can tell you is sort of reiterate what I said and what Drew said and Jamie last week on how we think about normalized earnings. This is a business with significant operating leverage. As we talked about in the opening, we went from doing $6 million a quarter to $40 million a quarter within 90 days.

And you think about fast forwarding that through in terms of truckload volume growth where ultimately, we're now returning to growth for the first time in 1.5 years in terms of our truckload business, and we're nowhere close to normalized level from an industry standpoint, and we're just scratching the surface in terms of the legacy Coyote customer base as well as a ton of opportunity within the legacy RXO customer base as we think about One RXO and targeting the right verticals to go ahead and accelerate growth.

So there's significant opportunity on truckload volume growth. Truckload gross profit per load to the earlier comment that we made today, the -- we have an upward bias in terms of truck gross profit per load over the long term moving higher based on how much capacity has come out and is not coming back. So as we think about the incremental torque to the model, I think the RXO will certainly be operating at a higher structural gross profit per load.

Then you layer on managed transportation in terms of the incremental freight under management coming into the funnel. Our pipeline there continues to remain very robust. And we talked about how in the quarter, we were awarded another $100 million of freight under management, another $100 million in the month of July. We remain optimistic into the back half of the year as well.

And then you add last mile onto it, where right now, the profitability is very depressed because the housing market is very soft right now. So you think about a normalized market with a better housing economy, better big and bulky that has improved utilization rates for our RXO hubs. And then we talked about the middle mile, where we've made significant investments over the last 6 to 12 months on not only helping our shippers with the last mile delivery, but what about going in and out of the hub.

So you put all of that together, we're talking about at least mid-single-digit type EBITDA margins but it's not just slapping a 5%, 6% EBITDA margin on consensus revenue, right? Keep in mind that you need to think about the revenue number, you need to gross that up for normalized volume and normalized rates. So you're talking about what would be a much larger revenue number in the context of a 5%, 6% type EBITDA margin. And then at peak, we should be running past high single, low double digits.

Okay. Helpful. Go ahead. Yes.

So. Yes, I mean, [indiscernible]

For sure. So the question was, can we continue to maintain torque and can we grow volumes without an improvement in demand? And I think the answer is unequivocally yes, and we're showing that right now. I think it's such an important point in terms of we're not waiting for a recovery to occur where ultimately, if -- when there is a demand recovery, and it will happen, no doubt about it, you'll see an improvement in truckload volumes, you'll see an improvement in truckload rates and an improvement in gross profit per load.

But I think the key point is we've got such momentum in the business that we're growing despite what is still a soft rate market. We outperformed the market by 500 basis points on volume in Q2 with gross profit per load up year-over-year. You'll see volume growth again in Q3 with gross profit per load up at an even faster rate in Q3 on a year-on-year basis despite soft demand. So it really is capitalizing on that momentum.

We believe that we've got the best value proposition that's out there and the best mousetrap, the best technology, staying close to our customers, capitalizing on that volume, capitalizing on the spot opportunities, really driving significant operating leverage despite soft demand. And then when demand does eventually return, you'll see even further acceleration in our earnings stream and free cash flow growth.

Jared, you said 11% was your AGP per load improvement quarter-over-quarter in Q2. Is that right?

Sequentially from Q1 to Q2, gross profit per load moved up by 11%, which was the fastest growth rate in 4 years, and it's increasing again into Q3.

Yes. So what is -- is that increase going to look similar?

So we haven't quantified the increase, but it will certainly be -- it will be a nice increase from Q2 to Q3, and it's a function of a few things. One, we continue to put contract rate increases throughout the network to reflect the tighter market environment. And we continue to capitalize on spot opportunities as well, which carries a higher gross profit per load. So we think about those impacts to overall gross profit per load, we'll build on the momentum that we had from Q2.

And just to point out, I mean, our gross profit per load went up by almost 40% from January to July. And I also think it's important to realize that even though we've had the significant move higher in gross profit per load, if you were to look at where our peak gross profit per load was, call it, 4 years ago, from Q2 levels, we'd probably have to go up by another 100% to hit those levels. So just to help put things in perspective in terms of how much torque there still is left in the model.

That's to the next -- to the prior peak.

To prior peak, 100% move higher.

How about to prior mid-cycle?

Yes. So I think we talked about on the call how we're still below, but we're approaching sort of that 5-year average. But I think it's also important to realize that we are biased higher in terms of where we are going to be punching over the long term because of all the capacity that's structurally been removed. We think that the normalized gross profit per load is structurally moving higher.

And just in terms of like your contract business, repricing, all of that, where are you on that front? Have you touched basically every contract in the context of this improved cycle?

So as you can imagine, in this cycle, it really is a -- you want to stay close to your customers and you want to be strategic and thoughtful in terms of how those conversations are progressing. So it really depends on the customer that you're talking about. Right now, you're at that point in the calendar year where you're in between prior bid season and the next bid season, which will launch probably in probably 2 to 3 months.

So the cohort of repricing is just not that large. But I think what we talked about to give you some context in -- after Q1 earnings, we talked about how in the month of April, contracts were getting priced at that up low double digits. Now it's probably closer to 20%. So you're seeing a nice uplift on contract rates. And I think the point there also is there's a continued runway for growth into the back half of the year and into 2027 because ultimately, spot rates have moved up so significantly.

So you'll see more of that pricing momentum. But you got to be very flexible with your customers, and it's that interplay between contract and spot that is so important, where ultimately you have to service the contract freight to win the spot.

Right. Lastly, can you discuss maybe capital allocation priorities? Your free cash flow conversion target is 40% to 60%, right? Is that a good rule of thumb for your range throughout the cycle? Or should we think of higher or lower depending on where we are in the cycle, i.e., right now, I know you talked about higher working capital requirements. So yes, help us think through where you fall in that.

For sure. So the life of the cycle, 40% to 60% is a really good range to think about depending on where you are in the cycle, it can vary dramatically. So to your point, in Q2, we used working capital because we've got a DSO, DPO mismatch where ultimately, we're going to pay our carriers faster than we receive from our shippers. And that's what we would expect at an early point from a growth standpoint of where we are in the cycle.

So based on our view in terms of Q3, we gave some commentary that we expect to have a really nice free cash flow quarter here in Q3 because we're going to have an unwind of some of that working capital usage in Q2. But ultimately, over the course of the cycle, 40% to 60% is a really nice way to think about it.

And that dovetails nicely with sort of that longer-term normalized earnings question that you asked because we used to have, as an industry, multiyear cycles. So you think about how much capacity has come out. We believe that we are firmly setting up for a multiyear recovery.

And then you start thinking about the normalized EBITDA over multiple years and you start stacking that up and you think about like what are the fixed costs that we have in terms of outflow in any given year, it's about $50 million in CapEx, about $30 million in interest expense. And you've got that working capital in terms of good rule of thumb is over the cycle, every dollar of revenue growth yields a 7% to 9% change in working cap.

But you start doing the math that's a lot of free cash flow generation. So free cash flow yield to the equity and the amount of free cash flow that we can generate over a multiyear cycle can be quite significant, which is why the business has had a high ROIC over time. And that creates a lot of opportunities to the first part of this question on capital allocation as we think about deploying it organically, as we think about share buyback and as we think about inorganic as well.

And what about leverage? How do you feel about your leverage position and opportunity to lower that?

Absolutely. So we were 4.1x on a net basis in Q2. We gave some forward-looking commentary on earnings last week that we expect our leverage to come down significantly by year-end. So when you think about the cash flow generation that we'll have in Q3, which will obviously reduce our net debt balance, combined with the improvement in profitability of the business, even -- just following consensus estimates, you'll see that the leverage ratio will approach 3x by year-end. That's as per consensus.

And you roll that forward into Q1, where we'll drop off the $6 million from this year with a higher number. I mean there is a significant reduction in leverage just natural organically based on the improvement of the business. And we've got a significant amount of liquidity between the asset-based lending facility that we have in place as well as the accordion feature on that with another $200 million.

So we're at this point in the cycle right now where volume is growing, gross profit per load is increasing. We've got a ton of liquidity. Leverage is coming down significantly. And I think we're in a prime position to win and capitalize on the current environment.

Firing on a lot of cylinders like the energy.

Yes. [indiscernible].

Yes. So on the Coyote side, to your point, we've had significant success from a synergy standpoint, total $70 million of cash synergies with respect to Coyote, $60 million of OpEx, $10 million CapEx for a total of $70 million. When we think about the business now fully integrated, the -- where we're starting to see some real nice benefits, and we talked about this a little bit on the call last week is on cost of purchase transportation. So we talked about more than 25% improvement in our buy rate relative to market with respect to how we are procuring some of our contract freight.

And I think that speaks to the significant density that Coyote had from a medium to large carrier perspective as well as private fleets. So they had access to a ton of capacity that was very different in nature relative to RXO, and we're leveraging that capacity, creating more bids, more competition in the network for that freight that we have is helping drive down our buy rates or I should say, improve our buy rates relative to market, and we think that we still are in the relatively early innings in terms of the improved buy rates.

So the other benefit I'll touch on was what we talked about earlier in terms of really tapping into that legacy Coyote customer base, where we stabilized that volume and now we are increasing that in a pretty nice way relative to market, which helped drive our 500 basis point improvement relative to Cass last quarter. So really starting to see a nice improvement in volume trends and benefit on the procurement side as well in terms of cost of purchase transportation.

All right. I think that's -- we're out of time with that. So thank you.

Great. Appreciate it. Thank you so much, Richa. Thanks for having me.

Thanks for the conversation.

Thanks, everyone.

Hello, everyone. Welcome to the RXO Q2 2026 Earnings Conference Call and Webcast. My name is Erica, and I will be your operator for today's call. Please note that this conference is being recorded.

During this call, the company will make certain forward-looking statements within the meaning of federal securities laws, which, by their nature, involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those in the forward-looking statements. A discussion of factors that could cause actual results to differ materially is contained in the company's SEC filings as well as in its earnings release. You should refer to a copy of the company's earnings release in the Investor Relations section on the company's website for additional important information regarding forward-looking statements and disclosures and reconciliations of non-GAAP financial measures that the company uses when discussing its results. I will now turn the call over to Drew Wilkerson. Mr. Wilkerson, you may begin.

Good morning, everyone. Thank you for joining today. With me here in Charlotte are RXO's Chief Financial Officer, Jamie Harris; and Chief Strategy Officer, Jared Weisfeld. We delivered strong results in the second quarter, including volume gains across the business and improved profitability. There are 4 main points I want to convey this morning. First, in brokerage, we gained profitable market share. Truckload volume grew by 2%, outperforming the market. As you'll recall, we previously committed to resuming our truckload outperformance as early as the middle of the year. We achieved that ahead of schedule. We had the largest sequential increase in the gross profit per load growth rate in 4 years, driven by our spot mix, which was 42% in the quarter.

Second, complementary services delivered strong results. Last Mile gained share and grew stops by 3% and Managed Transportation was awarded about $100 million in freight under management in the quarter.

Third, we expect the momentum in the business to continue with anticipated year-over-year brokerage volume and gross profit per load growth again in the third quarter. And lastly, our results are underpinned by our continuous innovation. We made significant advancements in our rollout of Agentic AI tools in the quarter, which drove improvements in volume, margin, productivity and service.

I'll start by discussing our second quarter results. In brokerage, we grew overall volume by 2% year-over-year. Full truckload volume grew by 2% and less than truckload volume grew by 3%. Full truckload volume grew sequentially every month in the first 6 months of the year. We also again increased our truckload spot mix, which we grew by 900 basis points sequentially. This helped to drive an 11% sequential increase in truckload gross profit per load, the highest growth rate in 4 years.

Our focus on having deep customer relationships, providing exceptional service and being staffed for growth to respond quickly to customer needs is enabling us to win spots, projects and mini bids. In complementary services, managed transportation continues to win. We were awarded about $100 million in freight under management in the second quarter. These wins are significant because they result in increased synergy loads for RXO's other lines of business. Shippers continue to choose RXO for their managed transportation needs because we help them solve complex logistic challenges with unique high-tech solutions that leverage our scale and infrastructure.

Our late-stage sales pipeline in Managed Transportation remains robust and composed of a diverse set of high-quality new names and long-tenured existing enterprise customers with whom we've built successful deep relationships. In Last Mile, stops grew by 3% as a result of market share gains. RXO remains the preferred provider for leading big and bulky brands. Our exceptional service and significant Last Mile scale continue to help us gain profitable market share. Overall, RXO's EBITDA was $40 million in the quarter, exceeding the high end of the range we provided due to the rapidly improving dynamics in brokerage and better-than-anticipated Last Mile stop growth.

We've seen all of the key brokerage trends, including volume, spot mix and gross profit per load continue into July. Managed Transportation also won another $100 million in freight under management in July. Those results give us confidence in our third quarter outlook, which includes continued growth in brokerage volume and gross profit per load, but weakening within Last Mile. Jamie and Jared will talk more about our outlook in detail later in the call.

Now I'd like to provide an update on the freight market and how we're winning. The supply-driven recovery is well underway. When regulatory enforcement began last fall, we said it was a structural change to the market, and that's proving to be true. This structural change will improve the safety of the industry, help combat theft and fraud and set the market up for a multiyear recovery once there is a sustained improvement in demand.

I'd like to talk about how this is affecting our business. The cost of purchased transportation continues to rise due to the capacity exits, but the contract rates are not rising fast enough to fully offset the increase in costs. You can see the effect this is having on the industry by looking at the industry-wide tender rejections rate as measured by FreightWaves SONAR, which approached 18% in June, the highest in more than 4 years. This is normal for this part of the cycle. In this environment, shippers turn to their most trusted partners to get their freight covered. They turn to the partners that have delivered unique solutions for them in all parts of the cycle that provide deep relationships and importantly, have the resources to be able to handle significant increases in volume. RXO is working closely with our customers to optimize service, volume and price, and we're the partner of choice for covering spots, projects and mini bids. This freight has a higher gross profit per load. We're growing volume and profitability and taking market share despite continued soft demand.

I'd now like to talk about another important topic in today's freight market, carrier vetting, cargo security and insurance programs. Our approach to these areas is also differentiated. We serve large enterprise shippers with complex needs and a strict standard, and we do not compromise on the quality of carriers we allow onto the RXO platform. Our cargo security program has been recognized externally, recently earning awards from both CargoNet and FreightWaves.

As insurance providers put more emphasis on the quality of broker procurement and carrier vetting process, we believe RXO is well positioned versus the broader industry. Shippers are becoming more selective about their partners, not only selecting providers based on their scale and service, but also on their rigorous carrier vetting process and financial stability. These strengths define the RXO brand and are why about half of the Fortune 500 trust us with their freight. Jamie will give you more details about our carrier vetting and insurance programs later in the call.

Turning to technology. We continue to make significant progress on our road map in the second quarter, especially when it comes to our Agentic AI initiatives. All are driving results when it comes to volume, margin, productivity and service. Let me give you some examples of recent wins in this area. Earlier this year, we announced the launch of a new spot quote agent that was driving increases in both volume and gross profit per load for the reps that were using it. In the second quarter, we focused on driving adoption of this tool and processed 5x more spot quotes via e-mail through the agent. This contributed to our strong spot mix in the quarter.

We're also seeing increased engagement from our carriers as a result of deploying new tools. Our improved AI freight matching model, combined with a better carrier user experience helped drive a 25% sequential increase in digital offers from carriers in the quarter. This is a powerful tool, especially given how tight capacity is in the market. We're deploying these types of tools within complementary services as well, and AI is helping onboard new Managed Transportation customers faster and enabling faster delivery within Last Mile.

We remain focused on putting these types of powerful tools in more hands and expanding technology's impact across our business to improve volume, margin, productivity and service. I'm excited for the momentum we've built across the business. In brokerage, we're gaining share, winning lucrative spot opportunities and achieving significant increases in gross profit per load. In Managed Transportation, we have a robust sales pipeline and are winning new customers and expanding with existing customers, which in turn will fuel outperformance in brokerage. And in Last Mile, we're the largest provider of home delivery services for the biggest brands in the big and bulky space.

We're rolling out and driving adoption of new tools that are having a significant impact on our ability to capture new business opportunities improve the user experience for our network of carriers and reduce the time it takes for people to handle routine tasks. This is helping free up time for our people to build even deeper relationships with our customers and carriers, which in turn helps drive the sales flywheel within the business. On top of the winning formula our business has, the market is much more favorable now than it has been in the last 3 years.

Capacity continues to lead the market, spurring a supply-driven recovery, and we're clearly in the early innings of it. We've made the most of the current market conditions to fuel our outperformance in the second quarter. Any increase in overall demand will result in even more outsized growth for RXO. We haven't hit normalized earnings for RXO yet. We're not even close, but the path is visible and achievable. I couldn't be more excited for the future.

Now Jamie will discuss our financial results in more detail. Jamie?

Thank you, Drew, and good morning. Let's review our second quarter performance in more detail. For the quarter, we reported $1.8 billion in total revenue, gross margin of 13.9%, adjusted EBITDA of $40 million and adjusted EPS of $0.06. We exceeded the high end of our outlook, driven by better-than-expected performance within brokerage and Last Mile. Let's talk about our lines of business in more detail. Brokerage revenue was $1.3 billion, up 32% year-over-year and was 73% of our total revenue. The year-over-year revenue growth was primarily driven by increased freight rates and higher fuel prices. We continue to capture additional spot opportunities in the quarter with our spot mix increasing sequentially by 900 basis points to 42%. Spot volume carries a significantly higher revenue and gross profit per load when compared to contract volume.

Cost of transportation increased in the quarter due to a continued tightening of the full truckload market, driven largely by regulatory enforcement, increased spot mix and higher fuel prices. Brokerage gross margin was 10.7% in the quarter, declining by 70 basis points sequentially. This was due to higher fuel prices, which represented an approximately 90 basis point headwind. As a reminder, rising fuel prices lead to increased revenue without meaningful corresponding increase in gross profit dollars as fuel costs are a pass-through over time.

Importantly, truckload gross profit per load increased by 11% sequentially, which is reflective of the significant increase in spot loads. Complementary services revenue in the quarter of $488 million increased 7% year-over-year and represented 27% of total revenue. Complementary services gross margin was 21.1%, up 130 basis points sequentially and down 170 basis points year-over-year. Within complementary services, Managed Transportation generated $144 million of revenue in the quarter, up 1% year-over-year. Our automotive business contributed to that performance. Specifically, managed expedite volume was up almost 30% year-over-year. Last Mile generated $344 million in revenue in the quarter, up 9% year-over-year. Stops increased by 3%, higher than our expectations of approximately flat despite continued softness in the housing market. RXO outperformed the broader industry, and we gained share within the big and bulky category.

Now turning to Slide 8. Let's discuss our capital structure and balance sheet. Quarter end net leverage was 4.1x LTM bank adjusted EBITDA, reflecting the working capital usage of the business, which I'll discuss shortly. Importantly, we anticipate our LTM leverage ratio to decline significantly by year-end as results continue to improve. At the end of the second quarter, our total available liquidity was $350 million. We also have a $200 million accordion feature on our ABL. RXO has a strong capital structure and liquidity position that gives us the flexibility to invest and grow across all phases of the freight cycle.

Moving to Slide 9. Let's talk about cash. For the quarter, adjusted free cash flow was negative $42 million, primarily driven by working capital. There were 2 key drivers, revenue growth and Carrier QuickPay. Revenue growth represented approximately 2/3 of our working capital usage in the quarter. This is consistent with how our model typically performs early in a freight cycle recovery. As revenue growth accelerates, it has an outsized temporary impact on working capital before it normalizes. The rest was due to increased usage of QuickPay, primarily within managed transportation. As a reminder, QuickPay gives our carriers the option to get paid faster than standard terms. We view this as a good use of capital with a strong return. It also improves carrier liquidity and strengthens our carrier relationships, which matter more than ever in the current environment.

From a cash balance perspective, we ended the quarter with $15 million of cash. Based on our current forecast, we expect strong adjusted free cash flow conversion in the third quarter as we collect cash associated with the working capital used during the second quarter. Given our asset-light business model, we remain confident in a 40% to 60% conversion over the long term and across market cycles.

Before turning to our outlook, given recent developments in the industry, I thought it would be useful to walk through our carrier vetting processes and insurance program. We believe that our carrier vetting process is best-in-class. In fact, our cargo security program recently won 2 industry awards. Our business was built on large enterprise shippers, many of which have complex needs that require superior service. To meet those needs, we built a network of loyal carrier partners, each of which has met some of the strictest vetting standards in the industry. We have invested significant time and money in people and process over the years to thoroughly vet carriers before signing freight. As an example, we do not allow conditional carriers on the RXO network. And carriers must have an active authority for at least 90 days before they even have an opportunity to serve a customer.

All carriers must speak with and be vetted by a member of our carrier team before they book their first load. These are a few of the policies that have led to our excellent safety record. Jared will provide more details about our program later in the call.

As it relates to insurance, we maintain a comprehensive and data-driven program that we believe is appropriate given our scale and safety record. We have been in communication with our insurance partners and are confident that insurers will be even more focused on carrier vetting processes and controls as well as safety outcomes. We believe that our best-in-class process and safety record will continue to be a significant benefit when we renew our policies at the end of the year. While the situation is fluid, we are expecting the insurance market to be much more selective than in the past, which plays to RXO's advantage given our stronger infrastructure and tracking capabilities.

We have heard some of the industry commentary around insurance renewals. Unlike RXO, we believe many brokers in the industry, small and large, are significantly underinsured, and those companies are likely to face larger increases in insurance capacity as well as premiums. Based on our initial analysis, we believe our renewal outcome should be more favorable than the broader market.

Now let's move to Slide 15 and discuss our outlook. We expect to generate between $35 million and $45 million of adjusted EBITDA in the third quarter. Within brokerage, we're seeing continued momentum as the team improves contract pricing and capitalizes on spot opportunities. Last Mile is expected to decline more than typical seasonality, primarily due to weaker demand and higher carrier costs. This is incorporated into our third quarter outlook, and our brokerage momentum will offset the impact.

To close, we continue to believe the supply side tightening is structural in nature and any sustained broad-based improvement in demand will set up for a sharp inflection. RXO is well positioned to win. Now I'd like to turn it over to Chief Strategy Officer, Jared Weisfeld, who will talk in more detail about our results and our outlook.

Thanks, Jamie, and good morning, everyone. Let's start by reviewing our quarterly brokerage performance in more detail. Overall brokerage volume increased by 2% year-over-year, exceeding our expectations. Truckload volume increased by 2% year-over-year and was 76% of brokerage volume. Truckload volume improved every month in the quarter and outperformed the cash freight shipments index by 500 basis points. LTL volume increased by 3% year-over-year. This reflects the business that transitioned to managed transportation beginning in the second quarter, as we mentioned on last quarter's call. Across the verticals we serve in truckload, we saw significant improvements in automotive, food and beverage and retail and e-commerce, all of which returned to growth for the first time in 2 years. This helped drive our profitable share gains.

Let's talk about the momentum we're seeing in our spot business. Spot was 42% of our truckload volume in the quarter, increasing by 900 basis points sequentially and 1,500 basis points year-over-year. Because we're servicing our contractual freight exceptionally well, RXO is the broker of choice for spots, projects and mini bids. This often includes spot freight we handle in partnership with our contract customers while we work with them to optimize service, volume and price. This is part of our playbook at this point in the cycle. Contract volume remains foundational to our business and long-term growth and was 58% of overall truckload volume in the quarter. Contract rates continue to increase to better reflect current market conditions, and there is a long runway for growth.

We're also focused on procuring capacity more effectively to improve our profitability. Recall, in times of market tightening, this acts as cost avoidance to the P&L. We've augmented our capacity to include dedicated and private fleets, which has enabled buy rate favorability on contract freight to improve by over 25% year-over-year.

Moving to Slide 10. In the second quarter, truckload revenue per load increased by 19% year-over-year, the fastest increase in 5 years. Note, this excludes the impact of both fuel prices and length of haul. Revenue per load benefited from a richer mix of spot freight and contract rates also moved higher.

Let's now discuss market conditions and brokerage margin performance on Slide 11. The truckload market remains tight, primarily driven by continued supply side tightening as demand remains muted. From a profitability standpoint, truckload gross profit per load increased by 11% from the first quarter as a stronger spot mix more than offset the squeeze in our contractual book of business. Our unique algorithm allows us to capture significant spot opportunities even in a soft demand environment. This is the power of the RXO model, delivering a significant gross profit per load increase despite a material increase in the cost of purchase transportation with market share gains. This is true competitive differentiation.

I'd like to expand upon the structural supply side changes taking place in our industry and the resulting impact on our business. Please turn to Slide 12. The supply side has tightened materially, driven by federal enforcement actions and stricter safety rules. FMCSA's own estimate is that the vast majority of the roughly 200,000 non-domiciled CDL holders will not meet the new requirements, which is reflected in market indicators. Industry-wide tender rejections reached 4-year highs in the quarter despite soft demand and industry-wide volume as measured by the Cass Freight shipments Index declined by 3% year-over-year in the quarter and has been down year-over-year since the beginning of 2023. Despite soft demand, the significant reduction in supply has resulted in additional spot opportunities, and our team has capitalized on them. Our truckload gross profit per load returned to year-over-year growth in the second quarter. And in July, it increased by approximately 20% year-over-year. With capacity this constrained, we'd expect any sustained recovery in demand to move freight rates meaningfully higher from here.

Moving to LTL on Slide 14. RXO's LTL brokerage volume continues to outperform the broader LTL market. We're winning LTL business with existing truckload customers and new customers that trust us with their freight because of our excellent service, increasing the stickiness of the relationships.

I'd now like to give you some more details on our third quarter outlook. Let me first start with what we're seeing in the month of July in our brokerage business. Our spot mix increased further and was 50% of truckload volume. This, combined with continued contract repricing has accelerated our truckload revenue per load growth. Revenue per load increased by more than 25% year-over-year in July, excluding the impact of fuel and length of haul. And July truckload gross profit per load was up about 40% when compared to January. Turning to brokerage volume for the third quarter. We again expect to gain profitable market share. We expect truckload volume to be up a low to mid-single-digit percent year-over-year, accelerating from the second quarter growth rate. We also expect our LTL volume to grow by low to mid-single-digit percent year-over-year. Based on the strength of our LTL pipeline, we anticipate our LTL growth rate to accelerate in the fourth quarter.

Moving to truckload gross profit per load. We expect a higher spot mix and the phasing in of higher contract rates to result in another quarter of sequential truckload gross profit per load improvement. Let's now talk about complementary services. In Managed Transportation, we're winning new business and the pipeline remains strong. We expect automotive managed expedite volume to grow again on a year-over-year basis in the third quarter. And in Last Mile, as a reminder, the second quarter is our seasonally strongest quarter. In addition to the typical seasonal decline in the third quarter, our outlook also incorporates an incremental sequential headwind of $3 million to $5 million. This is primarily due to weaker demand from our customers and higher carrier costs.

Putting it all together, we expect RXO's third quarter adjusted EBITDA to be in the range of $35 million to $45 million with brokerage momentum offsetting Last Mile weakness. We see a path to achieve the high end of our outlook. The midpoint of our range assumes truckload gross profit per load declines from July through September with no meaningful uptick in demand.

Before I close, I wanted to provide you with more details about our carrier vetting program, which both Drew and Jamie referenced earlier. Our approach is to build a vetting ecosystem around our carrier network so that we're not solely reliant on the FMCSA. This ecosystem is multilayered and always on. To ensure the highest level of integrity, our carrier compliance and carrier sales teams are completely separate, allowing our expert to enforce strict security protocols without operational bias. Our technology ecosystem includes trusted partners and vendors that help vet every partner thoroughly before they can access freight.

We have a proprietary AI-powered system that evaluates carrier reliability and history. This system includes real-time identity verification with the FMCSA. We also aggregate real-time tracking from nearly all major ELD and visibility providers to eliminate blind spots. This proactive approach allows us to identify suspicious patterns long before they can impact our customers' supply chains. Our customers tell us that our carrier vetting program is a competitive advantage for RXO. And as Jamie said, as we approach our insurance renewal, we believe that our rate of increase will be significantly better than the industry. And to the extent higher insurance premiums become prevalent across the industry, these costs are likely to get passed on and lead to even higher freight rates.

To close, we're entering the third quarter with strong brokerage momentum with accelerating truckload volume and gross profit per load growth. Managed transportation continues to win new awards and automotive expedite continues to grow. While Last Mile has headwinds, we are extremely well positioned to gain share over the long term as the largest provider of big and bulky delivery. We are accelerating the deployment of our AI tools across the organization, decoupling volume growth from headcount growth.

We are still in the very early innings of what is setting up to be a multiyear recovery. We're not even close to normalized earnings, but there is a clear path ahead. Given the structural changes to industry capacity, any sustained recovery in demand would move gross profit per load and volume meaningfully higher from current levels. RXO is well positioned to deliver strong free cash flow and shareholder returns over the long term.

With that, I'll turn it over to the operator for Q&A.

[Operator Instructions] Our first question comes from the line of Bruce Chan with Stifel.

Very encouraging results here. And you already gave us some good color on the spot mix, which seems pretty significant, but maybe I want to dig a little bit deeper there. One of your peers commented that they're still more focused on contractual volumes because they think it's more sustainable. Maybe we could get your perspective on that. How enduring do you think the spot opportunity is here just based on what you're seeing with capacity in project business, for example. Do you have a target mix in mind? And then, Jared, I think you said there isn't any reason why the higher spot would affect your ability to service contract, but maybe any thoughts on incremental hiring needs to address the increasing mix?

Bruce, when you look at the contract book of business, you have to start there. And the service that you provide on the contract business is what allows you the right to participate on the spots. So we built the business on the contractual side. We're servicing that business extremely well. When you look at our tender rejections, they're below what the industry average is right now, which our customers appreciate during this tight environment.

We have to go to our customers, and we got to provide solutions. So on the solution side, it's not just going out there and bidding a spot load. It's looking at the spot loads that are coming in, and we see time and time again that we're able to go out there and we're able to create solutions for our customers for 30, 60, 90 days that turned into a project for us.

The next thing I'd say is on the tech side. We talked last quarter of our new spot quote agent tool. We're seeing a lot of success off of that. And one of the things that customers look for on spots is the speed of response, and this has definitely helped us in that area, and we're seeing significant gains. And then the last thing that you hit on is bandwidth. You have to be able to have the bandwidth to cover the loads. You can have the service, you can have the solutions. But if you don't have the bandwidth to cover the loads from a coverage perspective, you can't participate in the spot market. And as we've told you all for 3 years, we've been staffed for growth. So we're hitting on all marks right now for the customers.

That's super helpful. And then just any thoughts on whether you have a target mix in mind?

If you would have asked me a year ago, I would have told you 60-40 was a good target mix. But when you look at what's going on, on the capacity side and the exits that we have seen and that we're continuing to see, and you're seeing this without strong demand, I think that we still have room for spots to increase off of where we are now, and we're seeing that in the third quarter. So I don't know that there is an optimal mix. Our goal is just to service the customers well. And we don't really look at it on spot versus contract. We look at our overall service metrics with the customer and being able to create results for them. But I do anticipate spots continuing to rise from here.

Your next question comes from the line of Ken Hoexter with Bank of America.

Maybe talk a little bit about the $35 million, $45 million outlook, if there are parameters on that kind of top end, bottom end, what gets you there? And within that, your thoughts on brokerage margins going from the second quarter to third quarter, given your expectation for higher GP per load and growth across truckload and LTL?

Ken, it's Jared. When you look at the range that we provided for the third quarter of $35 million to $45 million, we talked about embedded within that range is a compression in gross profit per load from the July jump-off point. So we've got that declining by about, call it, 10% from July through quarter end. To the extent that we outperform, certainly, as we said, there's a path to the high end. And that's really the biggest variable across -- when you look from the bridge from Q2 to Q3, truckload volume growth is accelerating. It's going to be up low to mid-single digits year-over-year. And I think it's also important to put in context, this is despite incremental last mile seasonality, which is Q2 is our strongest quarter of the year.

We do have embedded within the outlook incremental $3 million to $5 million of headwinds given some weak demand and rising carrier costs within Last Mile. And despite that, we're able to go ahead and offset -- more than offset that with the strength in brokerage. And to your point, in terms of gross margin, we've got spot and gross profit per load increasing again sequentially from Q2 to Q3.

Great. And then I guess, thanks for the oversight on the carrier insurance. Those are clearly the topics of the day. But I think, Drew, your interesting points on the scaling of Agentic AI, you talked a bit about that last quarter. Now you're seeing 5x more spot quote e-mails process. Maybe can you talk about the scale of the program? How big is this in terms of you're winning that spot? Is that kind of what's defining this? Is that the shift that we're seeing? Is it maybe more? Just talk about the size and scale of that.

Yes. We're in the early innings of our Agentic AI journey. And I think when you look at it, our team is seeing benefits. Productivity continues to increase. And the biggest thing that as you walk on to the brokerage floor, they look at it is how does this help us service our customers better? How does this help us add gross margin dollars? And how does this help us source capacity differently. And we're seeing wins on all front. They're able to get to their customers faster. They're able to have more touch points. From a tracking and tracing standpoint, we see better visibility for our customers. And on the carrier side, we're seeing a lot more adoption and it's creating higher digital loads on the carrier front. But I think we're in the very early innings of it.

We are making big investments there, and we'll continue to make investments there. But our journey is just getting started. And when you look at our tech team, they're not just great technologists, they're also people who understand the business. So we're partnering great operators with great technologists, which is creating good results for us.

Your next question comes from the line of Stephanie Moore with Jefferies.

I appreciate all the color you've provided about your vetting process and the details behind that. So is this vetting process leading to some of the market share gains that you're seeing today? Like are you already seeing shippers gravitate towards larger brokers or brokers like yourselves that have these standards in place?

Absolutely. When you look at doing business with large enterprise customers, you're talking Fortune 100, Fortune 500 companies, it's the topic of every conversation. And our conversations didn't just start over the last couple of weeks. Our carrier vetting process has been differentiated because of how we built the business. Our business was built on high cargo value shipments, just-in-time shipments. So safety and service has always been at the forefront. And when you're working with the biggest brands in the country, making sure that your service level metrics are there are important. And then I think it's important to note, like these aren't new relationships for us.

These are people that we have delivered results for time and time again. Our top customers have been with us for 16, 17 years on average. And so they know the results that we've created for them. And so you're seeing the first inning of the market starting to turn. And it's good to see that they know who can service their freight the best in times of stress, and that's RXO.

Got it. Got it. Just as a follow-up, you commented on being back for growth here and part of why you've been able to successfully win some of these spot loads. Could you maybe talk about how much growth you can handle before needing to ramp hiring or if or when demand really starts to bounce back?

Yes, so the way that we look at growth is we want to be able to grow 15% to 20% overnight because we know that the market can turn very, very quickly. You saw that with spot loads increasing 900 basis points sequentially. So we know the market can turn quickly, and we want to be staffed for growth on the account side as well as on the carrier side. And this is -- while technology is a differentiator for us, this is still a people business built on relationships, and those take time. You have to invest in the training. So it's not just looking to hire now. We've been hiring and productivity continues to increase with the hiring that we're doing. And our hiring, we're not doing at the same rate because of the technology tools that we have built. We're growing volume faster than what we're adding headcount.

Your next question comes from the line of Chris Wetherbee with Wells Fargo.

I guess maybe if we could talk a little bit about July. It sounds like trends for you are quite good in July. I guess we've seen spot rates kind of come down, which is I know is normal with seasonality. But it doesn't sound like there's been any sort of deceleration in the spot demand for your services. I guess maybe can you help us sort of piece apart what you're seeing from a share perspective and maybe what you're seeing from a broader market perspective here in the early third quarter?

For sure. Chris, it's Jared. So to your point, the momentum is continuing into July despite the seasonal softness of the month. So our spot mix increased further and was 50% of truckload volume despite, obviously, July is typically a weak month from a seasonality perspective. And I think that speaks to what Drew was just talking about. We are staffed for growth. We are capturing spot opportunities. And we're also pairing that with some of the best technology that's in the industry and that AI spot quote agent that we talked about, we're seeing some nice results with.

So -- and I think that speaks to some of the idiosyncratic levers that we have at RXO, where ultimately, while it is softer month-on-month from an industry-wide tender rejection standpoint, there are still lots of spots to be had, and our team is capitalizing on them. So when you combine that with some of the contract repricing that we've talked about, revenue per load growth, excluding fuel, accelerated, and we were up 25% year-over-year, and that's translated into July truckload gross profit per load up about 40% since the beginning of the year. So a ton of momentum in the business as we enter the third quarter.

That's super helpful. And then, Drew, maybe just sort of coming back to the Montgomery sort of liability issue, I guess, a little bit bigger picture. It sounds like you guys feel confident around the insurance renewal dynamics. I guess. I know it's difficult to look at a "pipeline of potential risk out there. But is there any way you can help us sort of think about it conceptually? How are you managing that process? Because clearly, I think plaintiff's attorneys can get a little bit more aggressive once we've seen some of these decisions that are out there. So maybe just help us sort of frame up that potential risk and how you're managing it.

Yes. So I think, Chris, it's important to note that when you look at these insurance discussions that you're referencing, not all of us are starting at the same starting point. This is not a new discussion for us. And when you look at our coverage, it's in the top percentile. It's right there with the largest asset-based carriers and some other peer in the industry that have significant coverage of excess liability. So I think the starting point is not the same. There's top 5 and 10 brokers out there who are not in the same realm from an insurance coverage. And so the conversations with the insurance company is not something that we're just starting this year.

If you look at the last couple of years, we've got a great data point out there. You saw the industry insurance cost rise. We were significantly better than what happened in the industry. And the feedback that we got from our insurance brokers was that our carrier vetting processes were differentiated in the market. And that's because of how we built the business of what I referenced earlier, it was built off of service and safety of being able to do just-in-time shipments, high cargo value shipments. The vetting process is different on those. And I think the other thing that we could point to clearly is when you look at our claims record and our safety record, it is significantly better than the overall industry average, and I'm talking asset-based carriers and brokerage. And that's a selling point for us with customers.

So now whenever you start to look at what happens, these customers, especially enterprise customers are not just looking at what are your carrier vetting processes. They're also looking at where you're at from the insurance side, and we're in a good position on those. So we see this as a great opportunity for us to be able to go out there and take market share and price.

The next question comes from the line of Fadi Chamoun with BMO Capital Markets.

Just a clarification maybe for Jared first. On the July data and what you're assuming for the rest of the quarter, I mean, I'm understanding that based on July, you're probably tracking kind of towards the higher end of range for your guidance. But what you've assumed for the rest of the quarter, is that typical kind of seasonality for you? Or is that kind of educated by what you're seeing in the market or just a little bit of conservatism? I just want to understand kind of how you -- what you need to see to kind of see the higher end of that range for your guidance?

And the follow-up is maybe for Drew on all this liability issue. I mean it sounds like you're doing all you can on the vetting process and insurance and all that kind of envelope. But are you considering or looking into other things that you can do to protect your company in this kind of post Montgomery world? And how -- what does a resolution of this overhang look like from your perspective? What do we need to see to maybe have a little bit more clarity and finality to this kind of liability issue from your perspective?

Fadi, it's Jared. I can start and hand it over to the team for the second part of the question. With respect to July, to your point, July is starting off quite strong, and we've got revenue per load up more than 25% year-over-year, excluding fuel, gross profit per load up about 40%. From July to September, the midpoint is anchoring to about a 10% decline in gross profit per load throughout the quarter.

If you look over the last 3 to 5 years, it has been about flattish in terms of historical cadence. So to the extent that remains true, certainly, it would be at the high end of our outlook of $35 million to $45 million. And I think that's consistent with the commentary that we gave that we do see a path to the high end, but we're certainly starting off the quarter quite strong as we capture spot opportunities with spot at about 50% of the mix in July. I'll hand it to Drew for the second part.

Yes. I mean, Fadi, we're not just thinking about -- we didn't just start thinking about protecting the company. And I think that when you look at the carrier vetting process, that's differentiated. We know who we're doing business with. When you look at the RXO Connect platform, when you come into it, 75% of the time you're coming back to do business with RXO within a week. And so for us, the repeat carriers that come back to the system time and time again create a consistency and an expectation on service.

We also -- we've got flywheels that pull carriers back to us. We give them discounts on fuel, tire, roadside maintenance that is a differentiator for them. And it also -- we base those things off of the service and the volume they're doing with us. And we've been able to build the business that is -- we don't judge our service metrics as a brokerage. Whenever we walk into a customer, we walk in there and say, what's the best service metrics you've got? How are we exceeding that? And that's how we built the business.

I think that one of the things that would help us as we continue to get better data from the FMCSA, obviously, our vetting process, and Jared alluded to this in his prepared commentary, go above and beyond what is out there. But the more data that we've got from the FMCSA, the better that we and the industry can continue to operate in.

Your next question comes from the line of Ravi Shanker with Morgan Stanley.

I think you guys said that expedited was up like 30% or something. Does that blowout result kind of point to a pull forward of demand here? Because it feels like they're still in the very early innings of the demand recovery, but Expeditors usually ramps only towards the end of the demand cycle. So any color there would be great.

Ravi, so to your point, the team did a nice job in the quarter from a managed expedite standpoint within our managed transportation business with expedite volumes up about 30% year-on-year. The short answer is no. We don't think this represents a pull forward. We think this is a function of the team executing well. And remember also, we're in a pretty tight truckload market. So you think about the overall expedite business, RXO, we are the largest provider of ground expedite in North America, and that's when our trusted customer -- our customers come to us as a trusted partner because we need to help them with their expedite moves, and this is a sense of urgency in terms to make sure that the plants continue to operate. So you're operating within a tight market.

We are seeing demand from our expedite customers, up 30% year-over-year, which is great to see. But remember also, we are still very far from peak. We are 25% plus above -- below peak levels, and we've also onboarded a ton of new business over the last few years. So there's a large runway for growth within expedite.

Got it. That's very helpful. And maybe as a follow-up here to the earlier question on how sustainable the spot trends might be. Obviously, again, it feels like there's a long way to go in the cycle. But at the same time, there's a thesis out there that spot is particularly hot right now because of contract load spillover and mini bids will probably fix that and kind of move more business towards contract towards the second half of the year and into '27. I just love more color on what you guys think about that and kind of what do you see in terms of mini bid activity?

Yes. Again, we don't look at spots different than contract. It's about servicing the customer for us and spots are a function of tender rejections. And so you pick up spots as for us at RXO, we pick up spot loads whenever other carriers are out there rejecting loads, and we're going in and we're providing solutions. And in some of those cases, Ravi, we're turning those spots into contract, exactly how you're talking about. But what happens there is you're resetting the contract gross profit per load at a more reasonable rate than what it was 6 months ago because the market has moved up since then.

So I do expect contract rates to continue to increase, which will have a strong correlation with what happens in our contract gross profit per load business. But I also think capacity is still coming out of the market. And so I think we're in the early innings of spots. We haven't seen spots in a long time.

I think one of the metrics that we pointed you all to in the past is as SONAR FreightWaves data starts crossing the 10% threshold on tender rejections, you typically start to see spots. And it's a little tight there at 10, 11, 12. But obviously, as you get into mid-teens, the opportunities are there. And then it's important, who's got the relationships with the customers, who service the customers, who's delivered results for them in the past and who's got the bandwidth to be able to handle the spots. And right now, we're proving to be the clear provider of choice there.

The next question comes from the line of Brandon Oglenski with Barclays.

Maybe for Jamie or Jared, I know you guys talked about upcoming insurance renewals. But is that cost basis factored into your guidance for the third quarter? Or are you talking beyond the near term as you look out into like '27 or '28?

Yes. This is Jamie. Drew gave a good overview of kind of how we view insurance and why we think we're positioned in an advantageous place. It goes back to care of adding back to our safety record. Our renewals happen late December of this year. So we have nothing baked in for the rest of the year because our rates are set. As we look forward, one thing we would call upon the last 2 years in particular, our increases have been significantly below industry average. And the feedback that we've gotten has been directly because our vetting process was very good and our safety record was very good. We expect going into this year's renewal cycle, that is going to be more important than ever for every carrier, and we've already been through that many times. And so we feel like we're going to be significantly advantaged as we go into the market for renewal process.

The only thing that I would add, I agree completely with what Jamie said. But as this starts to reset, and customers start to look at who they're doing business with, this is another market share opportunity moment for us because there's only a handful of providers that have the type of coverage that we have. It's a differentiator for us in the market.

Appreciate that from both of you. And Drew and Jared, I think you both mentioned normalized earnings and how you're not even close to it yet. And I guess we would agree to. But if we were to help investors try to understand like what is your idea of normalized earnings for this company now, especially post Coyote and post-Montgomery?

For sure. Brandon, this is Jared. So when you think about where we are right now, to your point, we very much agree. We are nowhere close to normalized earnings, and there's a clear path ahead. When we think about this business through cycle, I think it would be at least a mid-single-digit EBITDA margin business, and that's prior to any type of advantage that we'll have as we think about deploying technology across the organization to lead to further productivity gains. So I think that's your starting point. But then you also have to think about further improvements in gross profit per load.

The fact that we're seeing the current gross profit per load up 40% since January, and that's with Cass freight index still negative year-on-year. Demand is a huge factor here. Demand is been down as measured by Cass every month year-on-year since January of 2023. You think about the housing market as a big component of the freight market can be up to 20% of overall freight demand. And obviously, the housing market is quite soft right now. So I think that gets us even more bullish over the long term based on the structural changes that are occurring in the industry.

Despite soft demand right now, we are seeing significant increases in gross profit per load. That's incremental leverage as well. And then it's about the other lines of business, continuing to add more managed transportation, freight under management, continuing to execute on last mile profitability initiatives, growing out the middle mile. There's a ton of opportunity for growth. So you think about just getting volume back, more opportunities for gross profit per load and at least a 5% EBITDA type margin, we're talking about a long runway from growth from current levels.

And Brandon, just as a reminder for everyone that the transportation market moves really, really fast. And most of the time, you're not in a normalized earnings state for long because you're running right past it to the up cycle, which is high single digits to low double digits.

Your next question comes from the line of Bascome Majors with Stephens.

I wanted to circle back to the insurance questions and at least get us a baseline where we could do some sensitivity and investors can maybe do a better job of determining how much is too far on some of the fear in the stock price relative to potential earnings impacts of higher insurance and claims. So you talked about a late December renewal earlier. Can you help us size up what your current premiums are in the business? I don't know if that's a percent of revenue or percent of brokerage revenue, but just anything to help us frame where we are today? And you talk about expecting to do much better than the industry. Do you have an expectation on the industry renewal that we can use as a bogey there?

Yes, Bascome, this is Jamie. So first of all, our annual spend on casualty insurance runs from about $15 million to $20 million annually. And so that's the base we started on. I think Drew, when he gave his remarks, gave a very important point. Our starting point in regards to how much insurance we have is you got to take that into account because we are in the top percentile of amount of insurance tower that we have.

As we look forward to next year, I think we'll have the exact same experience we've had in prior years, which is our vetting process, our safety record is at the top of the list of things the carriers, the insurance providers look for. We're going to be best-in-class in that, and we have experienced that over the last 2 years.

As it looks -- go into next year, I mean, we don't have a specific number to give you, but we will be, we believe, significantly better in the industry, much less impacted by an increase because of the program that we already have had in place for a long number of years and the amount of insurance that we're starting with. And so we' something we're working hard on. We're talking to our providers. But at this point, we feel like we'll be at the low end of the range in terms of impact.

And I agree completely with everything Jamie said. We also have a claims history to be able to back that up that they can point to it. Our claims history is significantly better than the industry. So again, we're not at the same starting point. We have better results than where the industry is. We've been recognized for our carrier vetting process. As we walk out of this, we feel like we're in a good position going into these negotiations on the insurance side, but we're in a good position with customers because there's not many people who have this. And when you look at the opportunity to be able to go out there and service the customers of who they're going to turn to, it's going to be people they trust, people that have the coverage, and we're in the pole position there.

Drew, thanks for that add-on there. You kind of walked into my follow-up. On the claims side of the question here, can you share what your deductible or retention is on a per claim basis in the policy today? And are there any claims expenses of magnitude in the P&L historically rolling into adjusted EBITDA?

Yes. This is Jamie. We have a $5 million deductible per occurrence in our insurance program. We've had that in place for a number of years. It goes along with where we are in our tower. In terms of claims, our process, we have a very robust risk management program. We monitor all incidents, anything that becomes a claim to watch how that claim is progressing, the merits of the case. And we have an actuary engaged that looks at all of our claims, helps us make a determination of what type of reserves we should be taking in our P&L. Every P&L has a reserve that we believe is adequate and materially correct in terms of what might could occur. That process has been in place since the beginning of the company. It's very robust, and we feel like we're very well reserved at this point.

Congrats on your new role, Bascome.

The last question comes from the line of Scott Group with Wolfe Research.

Two things. I'll just lump it into one for sake of time. Where are we -- you said July gross profit per load up 40% from the beginning of the year. Where is that level today relative to sort of a historical average? And then just -- obviously, there's been a lot of questions on the insurance side. Just I want to follow up on Fadi's question about like managing the business and derisking the business. Like any -- what thoughts or steps are you guys thinking about given the balance sheet and at least like potential for nuclear verdicts to come? Like what steps are you thinking about to shore up the balance sheet?

Yes, Scott, I'll start on July. When you look at July, I mean, if you look at, call it, the last 5 years, it's getting close to in line with average of what the last 5 years has been. And we think there's still upside off of that from where we sit because it's still nowhere near what peak gross profit per load has been, but it does start to get closer to the 5-year historical average.

And on your question on protecting the business, I think, again, it starts with what we've already been doing and stuff that is not new to us. So we haven't changed our processes a lot over the last 2 weeks or any over the last few weeks. We already had a very good and robust carrier vetting process. It's been recognized as best-in-class. Our customers tell us it's best-in-class. And so I think when you look at knowing who you're doing business with is extremely important. And I think for us being able to go out there and set ourselves as a differentiator in the market of having technology that goes through our system and our carrier network continuously throughout the day to make sure that everybody is up to date on the FMCSA.

To make sure that their safety records are up to date. To see if there's been any claims brought out against them that we can update our system in real time is a differentiator in the marketplace. So we feel good about the processes that we have in place. But we're always looking to live in a state of continual improvement, and we'll look to continue to improve the company as we go forward.

Yes. And Scott, the only thing I would add to that is back to vetting, so important. We've got a long history, a lot of investment in people, good process, a lot of technology. While we have made no material changes because of Montgomery, we constantly trying to get better at that. And we will continue to do so. The more information, and Drew mentioned earlier, the more information we can get from FMCSA, the better that process goes.

We're pushing that as we talk to regulators in terms of data that will make this industry better and better. But we already are a leader. We have top-of-the line safety claims. We're significantly better than industry average. And it gets back to our insurance program we have today. We have a very comprehensive program. It's very data-driven in terms of how we structure our insurance tower. We're in the top percentile of coverage. So we're starting in a really good place. We have a strong balance sheet.

We will continue to strengthen that. And we feel like we're well positioned to address these issues. We intend to keep safety at the forefront because that is the most important, and we take it serious and our customers like it, and we believe we are well positioned for this.

We have reached the end of the Q&A session. I will now turn the call back to Mr. Wilkerson for closing remarks.

Thank you, Erica. Our RXO team delivered strong second quarter results and the momentum that we built across the business has continued into the third quarter. Capacity continues to tighten, tender rejections are elevated and shippers are turning to trusted partners that have scale, service, technology and disciplined carrier vetting. RXO has all of the strengths, and that's enabling us to win in this current environment.

At the same time, our technology is creating meaningful differentiation. The Agentic AI tools we're deploying are already improving volume, margin, productivity and service, and we believe there's a long runway to expand across the entire company. We're still in the early innings of a multiyear recovery, and we're not even close to normalized earnings, but the path is clear. With our people, our customer relationships, our technology and our asset-light model, RXO is well positioned to deliver meaningful earnings growth, free cash flow and shareholder returns over the long term. Thank you all for your time today.

This concludes today's call. You may now disconnect.

Welcome to the RXO First Quarter 2026 Earnings Conference Call and Webcast. My name is Ellie, and I will be your operator for today's call. Please note that this call is being recorded.

During this call, the company will make certain forward-looking statements within the meaning of federal securities laws, which, by their nature, involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those in the forward-looking statements. A discussion of factors that could cause actual results to differ materially is contained in the company's SEC filings as well as in its earnings release.

You should refer to a copy of the company's earnings release in the Investor Relations section on the company's website for additional important information regarding forward-looking statements and disclosures and reconciliations of non-GAAP financial measures that the company uses when discussing its results.

I will now turn the call over to Drew Wilkerson. Mr. Wilkerson, you may now begin.

Good morning, everyone. Thank you for joining today. With me here in Charlotte are RXO's Chief Financial Officer, Jamie Harris; and Chief Strategy Officer, Jared Weisfeld. There are four main points I want to convey this quarter. First, we're seeing clear signs of improvement in the freight market, primarily driven by supply side tightening despite overall soft demand, typical seasonality and severe weather in the first quarter.

Second, we have significant momentum within the business. Our brokerage full truckload volume improved every month as the first quarter progressed. Additionally, our spot mix increased by 500 basis points sequentially in the first quarter, resulting in a strong gross profit per load improvement. Spot mix also increased in April.

Third, we continue to secure major customer wins. In Brokerage, we're converting our significantly larger sales pipeline. In Managed Transportation, we were awarded more than $100 million in freight under management in the first quarter, and our late-stage sales pipeline increased by more than $200 million. We also saw traction with our new middle mile solutions offering. Lastly, we've accelerated our deployment of Agentic AI, which is driving significant improvements in volume, margin, productivity and service.

I'll start with an update on the freight market. We believe a supply-driven recovery is taking shape. Capacity continues to exit the market, a trend that began to accelerate late last year due to regulatory changes and enforcement. We have even more conviction that these capacity reductions are structural in nature. In addition to improving the overall safety of the industry as well as helping to combat theft and fraud, this has set the market up for a multiyear recovery when demand improves. For now, demand remains soft. Our customers are still managing through macroeconomic uncertainty, and we have yet to see a sustained increase in the demand for goods.

Shippers are becoming increasingly selective about who they work with and are choosing proven scale brokers like RXO. In the first quarter, we were recognized with Carrier of the Year awards from Heineken USA, Graphic Packaging and Rise Baking. Our customers value our exceptional service, our robust and rigorous carrier vetting process and our financial stability. These are the hallmarks of the RXO brand and they're why about half of the Fortune 500 entrust us with their freight.

With that as a backdrop, we launched what has so far been a very successful strategy for this year's bid season. As we said previously, we've been working with customers to optimize service, volume and price. On average, through bid season, contract renewal rates, excluding the impact of fuel, are up mid- to high single digits. These new rates began phasing in, in late Q1 and will continue to go into effect throughout the second quarter, helping to improve the profitability of our contractual book of business. When you take a closer look at contract business that has been awarded to RXO over the last month, rates have increased on average by low double-digit percentage. As a result, we now expect that our full year 2026 contract rates will increase by high single digits. Our prior expectation was for low- to mid-single-digit growth.

We're servicing our customers' freight throughout all phases of the market cycle, and that's translating to real business momentum. Historically, we've had about a 40% win rate on our brokerage late-stage pipeline. Last quarter, we highlighted that the pipeline was up more than 50% year-over-year. I'm happy to report that we held our win rate at about 40% in the quarter, even though the pipeline was significantly larger than it's been historically.

Now let's discuss our first quarter. In brokerage, overall volume declined by 8% year-over-year. Less than truckload volume growth of 5% was more than offset by a 12% decline in truckload volume. Volume trends are improving, however. Our success in converting our brokerage sales pipeline opportunities and improving our spot mix has resulted in full truckload volume that improved every month throughout the quarter. Another encouraging data point is that we've achieved a significant increase in our brokerage spot mix over the last few months. Our spot mix increased by 500 basis points sequentially, which directly contributed to an improvement in gross profit per load.

Spot volume increased as a percentage of the truckload mix every month in the first quarter and increased again in April. This is the power of the RXO model. Our focus on providing exceptional service and deep customer relationships through all parts of the freight cycle is enabling us to win spots, projects and mini bids now that capacity is tight. You can see the results in the rapid increase in our spot mix and gross profit per load in the first quarter.

In complementary services, Managed Transportation continues to win. We were awarded more than $100 million in freight under management in the first quarter. These wins are significant because they result in an increased synergy loads for RXO's other lines of business. Our late-stage sales pipeline is extremely robust and increased by more than $200 million sequentially. This pipeline is composed of high-quality new names and long-tenured existing enterprise customers with whom we built successful deep relationships.

We're also very excited about the early traction of our Middle Mile Solutions offering, which leverages our network of carriers and RXO hubs to integrate first, middle and last mile logistics into a single comprehensive network. The new service eliminates the need for multiple vendors and provides consistent visibility and control, creating stickiness with our customers. We launched this solution in February, and our sales pipeline is already more than $70 million. We've secured more than $20 million in wins.

Shippers continue to choose RXO because we help them solve complex logistics challenges with unique high-tech solutions that leverage our scale and infrastructure. While Last Mile stops declined by 8%, in part due to the impact of severe weather, we're seeing more positive trends within Last Mile to start the second quarter. RXO remains the provider of choice for the best-known brands in the big and bulky space. Our exceptional service and massive scale in Last Mile continue to enable us to gain profitable market share.

Overall, RXO's EBITDA was $6 million in the quarter at the low end of the range we provided to you due to severe weather, which impacted our deliveries in Last Mile. In the second quarter, we expect our EBITDA to increase significantly, driven by stronger volume across the business and a more favorable spot mix and higher contract rates in brokerage. We expect brokerage volume to be about flat year-over-year in the second quarter and truckload volume to resume its outperformance versus the market as early as the middle of the year. Jamie and Jared will talk more about our outlook in detail later in the call.

Turning to technology. In the first quarter, we made significant progress on our road map, especially when it comes to putting AI into action. The systems integration we completed last year have enabled us to move faster to build and launch smart AI tools that tap into RXO's decades' worth of data. Everything our technology team is currently working on is centered around moving beyond basic repetitive task and towards smart, proactive decision-making. We have many examples of how our efforts are already driving real results across the company, and I'd like to share an exciting one.

Late in the quarter, we rolled out an important part of our tech road map, an AI spot agent in reps' inboxes that adds to our already best-in-class quoting capabilities. While it's still in the very early days, the initial results are promising. Reps that have adopted the tool early are seeing an increase in volume and gross profit per load when compared to the rest of the brokerage organization. We expect the broader organization to be fully ramped up on the tool over the next few quarters. As we continue to mature our capabilities, we remain committed to getting these types of powerful tools into more hands. We're focused on multiplying the impact technology brings to every function within our company to improve volume, margin, productivity and service.

In summary, RXO has a unique algorithm for long-term success, larger scale, focus on profitable growth, investments in technology, long-term cash generation and a slimmer cost structure. This is the point in the cycle that really begins to show the power of the RXO model. We remain focused on providing exceptional service, comprehensive solutions, continuous innovation and deep customer relationships. And all of that is enabling us to win spot, project and mini-bid business as the market recovers. We're in the early innings of what we believe will be a sustained robust recovery. RXO is well positioned to be a major winner.

Now Jamie will discuss our financial results in more detail. Jamie?

Thank you, Drew, and good morning. Let's review our first quarter performance in more detail. For the quarter, we reported $1.4 billion in total revenue, gross margin of 14.2% and adjusted EBITDA of $6 million. Gross margin and adjusted EBITDA were negatively impacted by severe weather conditions in the quarter. There was an approximate $3 million impact, mostly in our Last Mile business. Our interest expense in the quarter was $9 million, and our adjusted loss per share was $0.09. You can find a bridge to adjusted EPS on Slide 7 of the earnings presentation. You'll note that we had an $11 million debt extinguishment loss as a result of refinancing our 2027 senior notes. I'll talk more about this in our capital structure later.

Turning to our lines of business. Brokerage revenue was $1.1 billion, up 3% year-over-year and was 74% of our total revenue. The year-over-year revenue growth was driven by increased freight rates, increased truckload length of haul and higher fuel prices. We also captured more spot opportunities in the quarter with our spot mix increasing sequentially by 500 basis points, which is also accretive to revenue.

Cost of transportation increased in the quarter due to a continued tightening of the full truckload market, driven largely by regulatory enforcement and higher fuel prices. These factors contributed to Brokerage gross margin of 11.4% towards the low end of our outlook. Brokerage gross margin declined 50 basis points sequentially, driven by increased truckload length of haul and fuel prices. Higher fuel prices were an approximately 20 to 30 basis point headwind to Brokerage gross margin. Rising fuel prices lead to increased revenue without a meaningful corresponding increase in gross profit dollars as fuel costs are a pass-through over time.

Truckload gross profit per load increased 9% sequentially. This is reflective of the significant increase in spot loads and an increase in contract rates due to tightening capacity. We expect overall gross profit per load to improve in the second quarter given increased spot volume and higher contract rates. Complementary services revenue in the quarter of $388 million was down 7% year-over-year and represented 26% of our total revenue. Complementary services gross margin was 19.8%, down 40 basis points sequentially and 120 basis points year-over-year. Most of the sequential decline was due to the impact of weather.

Within complementary services, Managed Transportation generated $123 million of revenue in the quarter, down 10% year-over-year. As a reminder, last quarter, we talked about the restructuring of our express service offering within Managed Transportation, which explains most of the year-over-year revenue decline in Q1. Revenue associated with this offering is being serviced across other lines of business within RXO. Encouragingly, our automotive business within the Managed Transportation increased slightly year-over-year, and we are well positioned to capitalize on any improvement in demand.

Our Last Mile business generated $265 million in revenue in the quarter, down 5% year-over-year with stops down 8% year-over-year. This was lower than our expectations of down mid-single digits due to the previously discussed weather impact. During the quarter, we also saw continued weak demand for big and bulky goods. While demand generally remains soft, we are seeing more favorable trends within Last Mile to start the second quarter with improvement across our RXO hubs and back of store business.

Now turning to Slide 8, let's discuss our capital structure and balance sheet. During the quarter, we refinanced our 2027 senior notes. The new notes have a maturity of May 2031 with a coupon of 6.38%. At the end of the first quarter, our total available liquidity was $386 million. With the successful refinancing of our senior notes in February and our new asset-based lending facility that we announced last quarter, RXO has a strong capital structure and liquidity position that gives us the flexibility to invest and grow across all phases of the freight cycle. Quarter end net leverage was 3.7x LTM bank adjusted EBITDA due to the lower levels of profitability. We anticipate our leverage ratio to move lower in the second half of the year.

Moving to Slide 9, let's talk about cash. For the quarter, our adjusted free cash flow was negative $15 million and was impacted by lower levels of profitability and some timing considerations. CapEx is higher in the first half of the year, but is expected to decline approximately 30% in the second half, primarily due to lower real estate and software expenditures. In addition, as a result of the refinancing of our senior notes, we accelerated the associated interest payment of $7 million into the first quarter, which usually occurs in the second quarter. Our bond interest will be paid semiannually beginning in the fourth quarter of this year. Given our asset-light business model, we remain confident in the 40% to 60% conversion over the long term and across market cycles.

From a cash balance perspective, we ended the quarter with $21 million of cash. Cash increased by $4 million sequentially with no change to the ABL balance. In the quarter, we had $12 million of cash outflows associated with our bond refinancing and $9 million of restructuring and integration activities in line with our expectations.

Now let's move to Slide 14 and discuss our outlook. Within our Brokerage business, we're seeing improvements as a result of our bid season strategy and the action we've taken to capitalize on spot opportunities combined with increased capacity in the market. As I mentioned earlier, we're also seeing encouraging trends within our Last Mile business in addition to typical seasonality. For the combined company in the second quarter, we expect to generate between $27 million and $37 million of adjusted EBITDA. This reflects the strong contribution margins in our business attributable to both volume and price.

Our 2026 modeling assumptions remain unchanged. Jared will provide more details on our outlook shortly. As we think about the macro economy, we are optimistic. While consumer confidence has recently decreased given geopolitical concerns and higher oil prices, there are many bright spots in the macroeconomic data. Improvements in the industrial economy are noteworthy. The ISM manufacturing PMI has been in expansionary territory every month this year. Additionally, data last week showed a strong increase in capital goods orders, which is a good leading indicator of business investment. Also, year-to-date tax refunds are up double digits, helping to support the consumer.

We're entering the second quarter with strong momentum across all of our lines of business. The truckload market remains tight despite soft demand. Any sustained broad-based improvement will set up for a sharp inflection and RXO is well positioned to win.

Now I'd like to turn it over to Chief Strategy Officer, Jared Weisfeld, who will talk in more detail about our results and our outlook.

Thanks, Jamie, and good morning, everyone. Let's start by reviewing our quarterly brokerage performance in more detail. Overall brokerage volume declined by 8% year-over-year. LTL volume increased by 5% year-over-year and represented 28% of brokerage volume in the first quarter. Truckload volume declined by 12% year-over-year and represented 72% of brokerage volume. Truckload volume was in line with the expectations that we communicated to you last quarter. Importantly, full truckload volume improved every month throughout Q1. Year-over-year trends have started to improve and truckload volume in the month of April was down only 2% year-over-year.

Spot represented 33% of our truckload volume in the quarter, increasing by 500 basis points sequentially and 600 basis points year-over-year. Spot increased as a percentage of the mix in every month during the quarter and increased further in the month of April to 35%. Contract volume was 67% of our overall truckload volume in the quarter.

Moving to revenue per load on Slide 10. In the first quarter, truckload revenue per load increased by 8% year-over-year. This was the fastest increase in 4 years, driven by supply side tightening. Note, this excludes the impact of both fuel prices and length of haul. Revenue per load benefited from a richer mix of spot freight and new contract rates also went into effect as a result of bid season. Revenue per load growth accelerated in the month of April, increasing by 12% year-over-year, excluding the impact of higher fuel prices and length of haul.

It's important to note that industry-wide line haul rates have increased by approximately 20% since the third quarter of last year, primarily due to supply side market tightening. We continue to work with our customers to optimize service, volume and price. Given the current environment, we now expect contract rates to be up high single digits, which compares to our previous forecast of up low to mid-single digits just 90 days ago. This, combined with a higher spot mix, should result in even stronger revenue per load trends.

Let's now discuss current market conditions and brokerage margin performance on Slide 11. The truckload market remains tight. Freight market KPIs were at their highest level in 4 years and industry-wide tender rejections eclipsed 15% in the quarter. Importantly, this tightness was despite muted demand and a seasonally slow quarter. Tighter market conditions have been primarily driven by structural supply side changes largely due to enforcement actions related to non-domiciled CDLs and English language proficiency.

From a profitability standpoint, truckload gross profit per load increased by 9% from the fourth quarter as a stronger spot mix offset the squeeze in our contractual book of business. We expect our spot mix and gross profit per load to improve again in the second quarter. Of note, in the month of April, truckload gross profit per load was approximately 10% higher when compared to the first quarter.

Turning to Slide 12. As we just discussed, truckload gross profit per load increased by 9% in the first quarter, given a richer spot mix, offsetting the squeeze in our contractual book of business. This was the largest sequential improvement in truckload gross profit per load in more than 3 years.

Moving to Slide 13. RXO's LTL brokerage volume continues to outperform the broader LTL market. We're winning LTL business with existing truckload customers and new customers that trust us with their freight because of our excellent service, increasing the stickiness of these relationships. Last year, we grew our LTL volume significantly. Recently, we've expanded the scope of some of that business and transitioned it to Managed Transportation. This is another example of the power of the RXO model. Once a customer is on the RXO platform, we can quickly adjust to their business needs by providing complementary services. Doing so increases the stickiness of our customer base.

For our outlook, I'd like to review the significant progress we made in the quarter, increasing the adoption of Agentic AI solutions, which you can find on Slide 6. We continue to focus our technology investments on driving improvements across our key pillars: volume, margin, productivity and service. Starting with volume and margin. As Drew mentioned earlier, we broadly deployed a new proprietary spot quote agent and the early results are encouraging. Reps that are using the agent are seeing an increase in both volume and gross profit per load as the agent helps unlock incremental volume opportunities with strong contribution margins.

We also extended the adoption of our proprietary spot bot and API tools. Continued investment is yielding tangible results. The amount of truckloads that were quoted digitally improved by 30% sequentially. We also continue to streamline our tech to make it easier for carriers to do business with RXO. Last quarter, we began testing a new matching algorithm. And as a result, digital offers from carriers have increased by about 15%.

From a productivity standpoint, we continue to expand our Agentic AI deployments, which automated more than 500,000 phone calls in the quarter. Our people are becoming more productive and spending more time with our customers and carriers to drive creative solutions for their business. We're also innovating to drive even better service and decrease risk. We introduced an AI fraud protection agent in the quarter, providing additional protection for shippers that rely on RXO to move their high-risk freight. We continue to apply AI to structurally improve our long-term margin profile by driving more volume through our business at a lower cost to serve.

I'd now like to give you some more details on our second quarter outlook, starting with brokerage. Given our success in converting our late-stage pipeline during bid season, we expect truckload year-over-year volume trends to materially improve in Q2. We expect sequential growth in volume, which will translate to approximately flat volume year-over-year. We continue to expect our truckload volume to resume its year-on-year outperformance versus the market as early as the middle of the year. We also expect our LTL volume to be approximately flat year-over-year. This accounts for the part of the business that has recently transitioned to Managed Transportation. Importantly, based on the strength of our LTL pipeline, we anticipate LTL returning to year-over-year volume growth in the second half of the year.

Moving to truckload gross profit per load. We expect tight market conditions to persist for the remainder of the second quarter. However, given the team's strong execution, we expect a higher spot mix and the phasing in of higher contract rates to result in another quarter of truckload gross profit per load improvement. That is despite an expected moderation from April to May given seasonal market tightness and DOT checkpoint week.

Let's now talk about complementary services. In Managed Transportation, we're winning new business and the pipeline remains strong. Our automotive business has also returned to growth, and we expect Managed Transportation results to improve when compared to the first quarter. In Last Mile, while big and bulky demand generally remains soft, the second quarter is our seasonally strongest quarter, and we're seeing improved business momentum. We expect Last Mile stops to be down a low single-digit percent year-over-year, improving from the first quarter.

Putting it all together, we expect RXO's second quarter adjusted EBITDA to be in the range of $27 million to $37 million. We see a clear path to achieve the high end of our outlook. The midpoint of our range assumes market conditions that are similar to those that we've experienced over the last few years with gross profit per load compressing from April to May, no meaningful uptick in demand. While we're encouraged by the anticipated rapid sequential growth in EBITDA, we're even more excited about our path to normalized earnings and the market setup.

To close, we're entering the second quarter with strong momentum, improved profitability and a growth mindset. In Brokerage, truckload volume is firmly on a trajectory toward growth and outperformance. Managed Transportation continues to win new awards with a growing pipeline and automotive has returned to growth. Last Mile is seeing improved trends, and we have a huge opportunity within the middle mile. We are aggressively investing in artificial intelligence, leveraging our massive scale and proprietary data. And the supply side changes occurring in the truckload industry represent the biggest structural transformation in almost 50 years and are setting the stage for a multiyear recovery. RXO is capitalizing on these changes by staying close to our customers, delivering superior service and winning spot opportunities. RXO is well positioned to deliver strong shareholder returns over the long term.

With that, I'll turn it over to the operator for Q&A.

[Operator Instructions] Your first question comes from the line of Stephanie Moore of Jefferies.

I guess with your spot mix up, I believe you said 600 basis points year-over-year. I mean this is a pretty stark contrast to your largest competitor where contract exposure was up 500 basis points. So maybe -- so how are you thinking about your strategy at this stage in the cycle? And what, I guess, company-specific actions are driving your ability to execute on the increased spot volumes?

First, obviously, we've got a lot of respect for Robinson and the team, and they've had good results. But we've been very clear for the last several years that this is the part of the market that we win in. We've got a model that's built on service. When you think about service, we talked about several customer awards that are awarding us with Carrier of the Year awards. You're seeing it in our pipeline. You're seeing it in the conversion of a larger pipeline. We talk about solutions. There's always optimization that goes into customers' freight and making sure that we are looking at the different modes of transportation that we can service them from. But even the different lines of business, you saw us convert some customer business from Brokerage into Managed Transportation. You see the new middle mile solutions offering.

On the technology side, we're using AI to continue to get more efficient within the business. We're driving more loads. You heard me talk some about that. And the most important thing is relationships with customers. Our top customers have been with us for 16 years on average. They trust us. They know that when there's any disruption in the market that there are spots, projects and mini-bids that RXO is the place that they turn. We're in the early innings, and we're just now starting to see the lift off of that.

That's helpful. And actually, a pretty good follow-up to a question that I had or a pretty good segue into a follow-up that I have. As you think about some of the investments that you have and that you just called out, especially in AI and just technology, how do you balance, I guess, AI and tech investments with your people and your relationships, particularly at this point in the cycle?

We value the relationship first. We are a relationship business. We win because of the relationships that we have with customers. Customers come back to us because of what we've done before and it's the people that they do business with. When you look at the tightening that happened in the market in December and January, it was our team and our people that they were reaching out to. But we're using technology to fundamentally change the business and drive more productivity within it.

You saw our productivity was up 15% on a year-over-year basis. You continue to see us be able to quote more loads with the quoting tool that I talked about, the adoption that we've already got on that, the people who are using it are winning 15% more volume versus what they were winning. So we see clear ways to improve the relationship off of the technology that we're using.

Your next question comes from the line of Brandon Oglenski from Barclays.

Drew, I get it was a difficult quarter, but just looking even at the guidance for 2Q, I think at the high end, earnings are still down year-on-year. I know you got a lot more spot mix, which I thought historically is what really can drive that incremental gross profit as you look forward. So -- and again, maybe 2Q is still not where you want to be. But I think even Jared was alluding to it earlier. Just what is the right normalized earnings power for this business, if you don't mind?

Yes. Brandon, we've been very consistent on normalized earnings. At a midpoint in the cycle, this is a mid-single-digit EBITDA business. And at an up cycle, it's a high single to low double-digit EBITDA business. Even on our Q2 guide, we are multiples away from what normalized earnings, but we see a clear path, and we see that we're in the early innings of heading towards that.

Okay. I appreciate that. And then maybe -- Jared, can you elaborate more on the spot business and how that impacts profitability here? I thought maybe with how much it improved in 1Q, maybe things could have been a bit better, but maybe we're misinterpreting that.

Sure, Brandon. So when you look at the progression of spot mix, we increased spot mix by 500 basis points sequentially from Q4 to Q1. That was up 600 basis points year-over-year. We saw spot increase as a percentage of the mix every month throughout Q1. That momentum continued into Q2. April spot mix was up again relative to March and relative to Q1. We are assuming that we have spot mix increase again in Q2 as a whole relative to Q1. And that spot mix carries a very strong incremental contribution margin. When we think about that spot mix relative to contract at this part in the cycle, it is multiples that of contract.

And to Drew's point earlier, we're servicing our customers freight exceptionally well throughout all parts of the freight cycle, and that's what's allowing us to win. And we're doing this, and we believe that's idiosyncratic to RXO. I think one point I want to reiterate, this is still a very soft part of the freight cycle, and we're able to show a significant improvement in our spot mix, and that's allowing us to achieve almost a 6x increase in terms of adjusted EBITDA from Q1 to Q2 at the midpoint of our outlook, and we also see a clear path to achieve the high end of our outlook.

Your next question comes from the line of Ravi Shanker of Morgan Stanley.

Drew, as you highlighted, there are a number of new regulations impacting supply on the TL side, but there are some potential catalysts that may be impacting supply on the brokerage side as well, particularly a renewed focus on Canadian carriers and the potential Montgomery case in front of Supreme Court. Would just love your views on how much of an endemic issue is this and what impact there could be for the brokerage industry and maybe even RXO, both as a risk and opportunity going forward?

Yes. I'll start with the current regulations, and then I'll move on to the Montgomery case. If you look at the current regulations, it's clear that it's driving a higher quality of carriers across the network. We've got a very robust, rigorous carrier vetting process. We built the business off of just-in-time automotive shipments, off of high-value cargo shipments. So the bar to haul loads for us is very high. We continue to increase the standards on being able to haul loads for RXO, and I think that's been a differentiator for customers. When customers look to who they're doing business with now with everything that's going on, they want to talk through what is your carrier vetting process and who you're using. And we're winning because of that right now.

Shifting to the Montgomery case. I think from my opinion, it is clear that the side of the industry is the right side. I think the law is clearly written off of that way. But running our company, we've got a playbook for everything, and we're prepared for anything. And if the case goes on the Montgomery side, I think that will drive out the tail on brokers and will create a lot of opportunity for organic growth very quickly in our business, and it also creates some opportunities on the M&A side for consolidations.

Got it. That's very helpful. And maybe, Drew, I think you said that your Agentic tools made 500,000 phone calls in the last quarter, if I got that stat right. Can you just give us a frame of reference, like what percentage of total calls was that? And kind of is there a target for where that goes over time?

It's a very low percentage of the number of calls, Ravi. And I think that that shows how far we can go and that we're in the very early innings of this. We're just -- the journey is just starting, and we've got a lot of upside off of what we're doing there.

Your next question comes from the line of Chris Wetherbee of Wells Fargo.

I want to dig a little bit more on to the spot moves because that seems to be sort of the big piece in the quarter here. So I guess when you think about competitively, where do you think the share is coming from? Because it sounds like you still think the sort of demand environment is muted. So it doesn't feel like it's kind of organically coming through with more volume, it just seems like you're capturing share from other folks. Just kind of curious how you're thinking about that market dynamic.

Yes. On the spot market, a lot of times, those are open bids. So it's not a clear indication of where it's coming, but we're also not picky on where it comes from. Our goal is to service the customer and make sure that we are the ones that they are calling. I think you're still in the early innings. Tender rejections are still sitting in the low to mid-teens right now. And that, in my opinion, will continue to rise when you look at the capacity that is coming out of the market. And any signs of demand returning will take it even higher. So I think there's more opportunity that is coming down the pipe off of that.

For us, it's about how well we position ourselves. And are we the ones who customers come to and that they trust whenever those -- there are those opportunities. And we've got a team that set up war rooms of different solutions that we could provide for customers as the market was tightening, different ways that we could service them in the spot market. We've seen where carriers are handing back a lot of freight as the market tightens, and we've been the place that customers have gone as that's happened.

Okay. Super helpful. And then I know you mentioned contract high single digits. Just want to -- any sort of color in terms of how that process is going and then maybe what sort of the exit rate of bid season might look like if it's sort of above that high single-digit number? Just kind of curious because obviously, we haven't seen demand come back. It seems to be mostly driven by supply. It seems like there's upside potential if things get a bit better. I'm just kind of curious your thoughts around that.

Yes. This has definitely been a supply-driven recovery. This is the first time in 20 years of doing this that I've seen a supply-driven recovery that has been sustained. When you look at demand, demand is a catalyst to take it even further off of where we are today. Right now, on the supply side, I do think that supply will continue to come out, which, as I said earlier, I think will take tender rejections up even farther.

Contract rates, when you look at what the exit rate was over the last 4 weeks, we were in the double digits. We've had several that have been in the low teens, even mid-teens coming up. And we're largely through the pricing piece on bid season. we're in the implementation phase of going through the second quarter, which will continue throughout the second quarter.

And I'll say that this year is a little bit different. This has been an ongoing conversation with customers about what's going on in the market on the regulatory side, what to expect from a capacity standpoint, what are we doing from a carrier vetting process. So I think this will be a yearlong of conversations, and we've got a tool in the curve that customers view as their truth serum of what's going on in the market.

Your next question comes from the line of Scott Group of Wolfe Research.

So I get all the spot mix stuff. But if overall volume in truckload is down 12% and spot mix is up 6%, I think the math implies that contract volume is down something like mid- to high teens. So maybe just, Drew, some thoughts on why we're seeing such big declines in contract business and how you think about that sort of evolving going forward? And maybe just along the same lines, I think you said LTL volume flattens out in Q2, but then reaccelerates. So maybe just color on LTL as well.

Yes. So Scott, like if you look at it, demand is still soft. It's a muted environment on the demand side. And so the fill rates are not there. If you look at the overall industry tender-wide rejections, they're sitting in the low teens right now, especially as you're implementing new bids. And we've said all along that we're optimizing service solutions and price for customers, and I feel good about where we're executing off of that market. On the LTL piece, we talked about that being roughly flat on a year-over-year basis in the second quarter. I think we'll get back into growth mode as we get into the back half of the year on that. The pipeline is strong there.

Okay. And then when I just think longer term, I think you said earlier, mid-cycle mid-single-digit EBITDA margin, peak of the cycle, high single. If I just look back '21, '22, right, last peak, we got like a 5% or 6% EBITDA margin. So what's changing here? Maybe it's Coyote, I don't know, but what's changing here that we get meaningfully better sort of peak margin this time around?

Scott, I'll have to let Jared or Jamie weigh in. But in '21 or '22, I know for the Brokerage business, the margins were much higher than the numbers you just tossed out. As a matter of fact, in '22, we highlighted on one of the XPO earnings calls that brokerage margins hit double digits.

Yes. You have it, Chris. So Scott, that's the right way to think about it. Historically, if we look at our peak EBITDA, you can think about, call it, high single digits, low double digits. We do also think that there is an opportunity to continue to leverage AI to fundamentally improve the structural profitability of this business. So it's not a mix issue. And when we think about where we are right now, entering Q2, certainly with improved momentum and significant EBITDA growth, to Drew's point, we are still multiples away from normalized earnings.

And Scott, with more scale, I think the margins can go higher with what we're doing on the AI side. We talked about the spot quoting tool that our team is using now and the team that has ramped up on that first to seeing volumes up 15%. That's going to pull down cost to serve. So I think those are all things that can be upside to the numbers that we're talking about.

Your next question comes from the line of Tom Wadewitz of UBS.

So I've got two. I wanted to -- you touched a little bit, Drew, on Montgomery. I want to drill down on that a bit further. I think there is a sense that kind of heads you win, tails you win on this case, right? Like if you lose -- if CH loses Montgomery, then small carriers exit. But I just want to see if you could elaborate a bit further on the mechanism for that pressure on small brokers. It seems to me like the insurance costs that brokers are paying today are not very large. I'm guessing you pay a couple of million dollars a year in insurance. And so even if it doubles, it's like -- I just -- I don't know if that's the mechanism to drive small carriers out? Or is it like shippers just won't use them and so they lose the demand side. I just want to see if you could drill down a little bit more on how you think that might drive small carriers out if CH and TQL lose the Montgomery case? And then I had one follow-up after that.

Yes. So again, I want to be clear. We think that the industry is on the right side of this and that the law is clear on how it is written and it should be ruled in favor of the industry. If it does not err on that side, insurance costs, I wish our insurance costs were a couple of million, Tom. They're definitely more than that. And I think that, that is definitely something that would be a headwind for smaller players. Shippers' requirements will also go up. And the carrier vetting process is we're already seeing that play out with shippers right now given what's going on in the regulatory. I think that's something that will kick it into high gear even faster than what it has been. And they're going to want to look to do business with people who have scale, who have good technology, people that have delivered for them in the past and people who have financial stability. And thankfully, we check all of those boxes.

Yes. And I would add to that from an insurance market standpoint, the carrier -- the insurance carriers are going to be looking to brokers who have good vetting processes, have invested in carrier compliance and the requirement for more insurance that Drew talked about will be harder for smaller players to acquire or procure from the market, I think.

I guess if you're a small broker and you work with small and midsized shipper, do you think they will have the higher requirements, too? Or is it more like large shippers that drive the pressure?

I think large shippers will set the tone, but the small shippers will certainly want to follow what the benefits that large shippers are receiving.

Okay. All right. Yes. Other question is just on kind of like what the mix of loser loads or kind of negative gross margin loads looks like. I think -- is that pretty elevated right now? And is that something like you see that improve quite a bit as you look forward? I think it's just like looking under the hood a little bit, just kind of what's happening with that in terms of kind of what's normal and where are you at for negative gross margin loads?

Yes. Negative gross margin loads are definitely up. The other thing that is also up is our high-margin winner loads that is also up significantly, and those go hand in hand. If I think back to 2022, that was our strongest profitability. As I just highlighted to Scott, that was our highest negative margin load percentage as a business. And again, because customers trust us because we deliver for them, that was also our highest high-margin loads during that time period as well. So it's about creating solutions for customers, being the carrier of choice for customers as the market tightens. And I think that this is the first inning of us proving that that's who we are.

We've told you for multiple years that as the market tightens, customers will come to us with spots, projects and mini-bids. This is the evidence that, that is happening, especially as things are getting re-rated and turned back to customers, we're seeing big wins there, both on the spot and the contract side. So yes, negative gross margin loads are elevated, but so are high-margin loads. And we look at the customer as a total profitability, not off of one load.

So you don't necessarily need the bad loads to go down, it's just you're making more money on the broader mix? Is that kind of the way to look at it?

We look at the total customer profitability. I think it would be shortsighted to look at it on a one load basis.

Your next question comes from the line of Ari Rosa of Citigroup.

So I wanted to go back to this point about truckload volume being down 12% year-over-year. Just I was hoping you could help us contextualize that number. Maybe you could give your view on kind of how much the overall market was down relative to that 12%? And just help us understand like how much of that was RXO being -- making a deliberate decision to move away from certain loads? Or like how are you moving relative to the market? And what gets you back to taking share?

Yes. We talked about some headwinds in the business heading into it. So I think off of memory, Cass Freight Index was down around 6% and our truckload volume was down around 12%. But you also see the rate of change where we talk about it being flattish on a year-over-year basis in the second quarter. So the rate of change exiting from Q1 to Q2. And the biggest thing driving the rate of change is, one, our conversion on our sales pipeline, we're winning there, and we're winning in big ways off of big numbers. And we're also seeing a lot more spots. So I mean, I think there's two things that are driving the improvement in the rate of change from what you're seeing from the first quarter to the second quarter.

True, but what is it that's driving the delta between the 6% and the 12% in the first quarter? Just because that's what I'm not clear on.

Yes. I think whenever you look at the 6% to the 12%, we talked about the pricing strategy last year. And I think we highlighted that two or three earnings calls ago where we said that this was going to be the position we were in. And there wasn't a lot of spots out there in the fourth quarter. Spots really started to come on in February. So you saw December and January where there wasn't a lot of spots and you were still seeing contracts hold up. As soon as the spots started to come in, that's whenever you started to see the rate of change in the business. I think it's obvious whenever you saw that April was down too.

Okay. Got it. Understood. And so just as a second question, I was hoping you could talk a little bit more about your approach to AI. It sounds like you're getting some traction there. That's great. Obviously, people have responded well to that in the market. Help us understand what it is that RXO is doing different? Like how much of your approach to AI is built off of proprietary technology? How quickly you expect it to scale, et cetera? If you could just give us more color there, I think it would be helpful.

Yes. I'll let Jared come over the top on some of the tools. But I mean, when you look at our AI strategy, it's built for who we are. It's built to be able to adjust with what's going on in the market. It's built tailor specific for our customers, especially large enterprise customers. We've built new tools as we start to ramp up the SMB parts of our business. We're building things in there on the carrier side. Anything that is customer, carrier or employee-facing, we view as secret sauce. And those things we really want to lean in and use proprietary tools. If there's something that we view that is not as critical, then we're open to using some things off the shelf there.

And Ari, to build on what Drew was saying, the four key pillars that we talk about have remained consistent between volume, margin, productivity and service. We're a tech-enabled organization. But as we highlighted earlier on, it's all about the customer relationship. It's all about the carrier relationship and then how do we leverage technology in a way that makes our people more productive. We saw our productivity was up 15% over the last 12 months, measured by loads per person per day. We're really excited about some new tools that we've launched recently, including our Agentic AI e-mail spot quote functionality where we've seen significant traction over the last couple of months, and that's still in the very early innings.

So as we go ahead and start to broadly deploy these tools across the organization, and we think about the opportunity to decouple volume growth from headcount and make our people that much more productive, it speaks to the long-term contribution margins that are attributable to AI and technology.

Your next question comes from the line of Ken Hoexter of Bank of America.

So you set the scale for EBITDA outlook for 2Q. Thoughts on maybe seasonality, pace of growth, maybe a little further out third quarter, full year. And then, Jared, on that last point, as you get more automated on quotes, thoughts on staffing. I don't think you disclosed headcount, but how are you thinking about early efficiency gains on reshaping the workforce?

Sure. I could start. So as you know, Ken, we give an outlook one quarter at a time, but can certainly provide a little color on Q3. Typically, Q3 does decline when compared to Q2 in last mile. Q2 is the strongest quarter of the year from a seasonal perspective. But I would certainly say there's nothing typical about this year, right? As Drew just mentioned, starting in Q3, you'll see the full implementation of the contract rates that we're talking about right now in Q2, which are coming in right now, to some extent, low double-digit, mid-teen type increase. So that will continue.

Volume will be a function not only of the market, but also our successful conversion of the pipeline that we've talked about. Managed trends, also implementing new awards in the second half of the year and any sustained increase in demand, including automotive, could be substantially better than that. So last year, Q2, Q3 went down about 15% sequentially, but would certainly reiterate that we've got a lot of strong momentum in Q2 right now, and we'll see -- we expect further momentum in Q3. And on the -- what was a follow-up on technology, Ken?

Yes. Just your thoughts on staffing, right? As you become more automated, does that -- since you don't disclose that count, how do you think about early efficiency gains reshaping that workforce?

If you look at our brokerage headcount, Ken, it was down double digits on a year-over-year basis. I think we've talked earlier in the call about this being a relationship business. Relationships matter in this business. Our people matter to this business. But what's going to happen is they're going to get more productive over time and the more tools that we implement. So the rate that we add heads will not be at the rate as we start to grow -- outgrow the market, which we've said we'll start to outgrow the market around the middle of the year, maybe sooner.

Wonderful. And then just one follow-up quickly, if I can. The truckload volume improved each month in 1Q. Is that a year-over-year comment? Is that in line with normal seasonal or sequential progression?

That comment with respect to -- on an absolute basis, we've seen an improvement within our truckload business every month throughout Q1. That is then translating into an expectation of a sequential volume increase from Q1 into Q2 from a truckload perspective, driven by the success that we've had converting that late-stage pipeline. And then Ken, that will then translate to about year-on-year flattish from Q2 -- in Q2 relative to Q2 last year, which is certainly significantly improved relative to Q1, and we then expect to start to resume our outperformance versus the truckload market as early as the middle of the year.

Our last question comes from the line of Bruce Chan of Stifel.

Maybe just to follow up on the headcount productivity question. It seems to me like you're in a better position to implement a lot of these tech and AI programs now that the tech stacks are more harmonized. You listed a lot of different initiatives. Maybe if you could just help us to quantify the impact of those? Any KPIs that you're seeing in terms of productivity or GP per head or maybe margin contribution that you can give us to help kind of illustrate what the impacts might be to the bottom line?

Bruce, it's Jared. So on the productivity side, we're seeing some real tangible benefits. Productivity in the second quarter was up about 15% when compared to the prior 12 months, benefiting from those investments. And I'll go back to those four key pillars that we talked about earlier in terms of how we think about our technology strategy across volume, margin, productivity and service.

And the one tool that we've been talking about that we're quite excited about is some of the benefits that we're seeing from the Agentic AI e-mail spot quote functionality because not only does it enable incremental volume and margin opportunity, it comes with a pretty strong contribution margin to the business. So as we think about scaling the business longer term, decoupling volume growth from headcount, it could really add some pretty strong contribution margins longer term.

I would now like to hand the call back to Drew Wilkerson for closing remarks.

Thank you, Elli. RXO has significant momentum across all of our lines of business. Our full truckload volume improved every month of the first quarter. We're winning more spots, projects and mini bids, thanks to the exceptional service we provide and our spot mix increased by 500 basis points sequentially in the first quarter and 600 basis points year-over-year. We've had an outstanding bid season and expect full year contract rates to increase by high single digits year-over-year. We expect to resume our market outperformance when it comes to brokerage volume as early as the middle of this year.

In complementary services, we continue to win. We've secured more than $100 million in new managed transportation awards, and our new Middle Mile solutions offering has already built a $70 million pipeline in just its first few months. Our technology is a force multiplier. We put Agentic AI in action and our proprietary tools, including our AI spot agent have already delivered increases in both volume and gross profit per load for our reps. We're at the beginning of the recovery, and we're uniquely positioned to be a major winner. RXO has significant long-term earnings power.

Thank you for your time today, and we look forward to seeing you at the upcoming conferences.

Thank you for attending today's call. You may now disconnect. Goodbye.

All right. We're going to go ahead and get started with our next presentation here or Q&A rather. We have RXO here on stage, Jared Weisfeld, Chief Strategy Officer; Kevin Sterling in IR and Strategy as well. So thanks, guys, for making the trip here.

Maybe let's just jump straight in and talk about demand. That's been the thing we've all been waiting for to help turn the market. We can get to the supply side in a little bit later. But what are you seeing in terms of the demand aspect? Any positives as we look into the second quarter, even wrap up the first quarter from some of your key end markets or customers?

Sure. So thanks for having us, Brian. When you think about the demand environment, we talked about on our earnings call how we were operating still in a prolonged soft freight environment from a demand standpoint. You saw January was down 7% year-over-year from a Cass Freight Index standpoint. I think it came out this morning or the day prior that February was also down 7% year-over-year. So that was, of course, contemplated in our Q1 outlook. When you think about what we're focused on, I'd say a couple of things.

To your point, in terms of green shoots, the industrial sector of the economy has certainly had two positive PMI readings now to start the year at the highest levels in 4 years, especially that new orders component flashed 57 in January and was hot again in February. That tends to have about a 2- to 3-month lead time relative to actually seeing the orders, and that's important for RXO. It's about 20% of our business within brokerage is the industrial manufacturing sector of the economy. And then on the consumer side, you have seen a move higher to start the year on consumer confidence, and we obviously have to see how everything plays out with all the geopolitical noise over the last couple of weeks in terms of consumer confidence readings, et cetera.

But I think the key for RXO is that our late-stage sales pipeline is up more than 50% year-over-year, and we talked a little bit about this on the earnings call. And this is across the company with the integration of Coyote materially complete, having the ability to focus on this late-stage sales pipeline, which historically runs at a pretty healthy conversion rate. And this is not just law of small numbers. This is hundreds and hundreds of millions of dollars up more than 50% year-on-year. I think just speaks to a lot of the idiosyncratic levers that we have heading into Q2 and the rest of the year.

And Brian, just to piggyback on Jared's comments, particularly as you think about ISM strength, I know you know this, but look, what's going on flatbed rates. Well, we don't have a lot of flatbed business. But if you kind of look at general industry flatbed rates, they are really, really strong. I think that's also a good leading indicator of kind of some of this industrial strength that Jared is talking about.

So I do want to ask about the late-stage brokered sales pipeline. So maybe you can define that a little bit more, like what goes in there? How is quantify like what type of projects you're seeing? And you mentioned there's a pretty high conversion rate. Like what does that roughly translate into over time?

Sure. So it's the first time we've talked about it externally. And to give a little bit more color, the reason why we talked about it last quarter was we made a statement on the earnings call that we expect to resume truckload outperformance versus the broader market as early as the middle of the year. And to make that kind of statement, we thought it was appropriate to give some backing of why we were so confident in that. So to speak to that late-stage sales pipeline, what is that? It's composed of deals that are already in pricing, late-stage qualification with customers.

So that will hit as early as Q2 and stage throughout the rest of the year, and that runs -- this is also -- this excludes the pre-pipe. This is a later-stage pipeline. So it does -- we haven't given that percentage in terms of what it runs at from a conversion standpoint, but it is very healthy. And importantly, it is composed mostly of full truckload, and it is very diverse in terms of the composition of that. So we feel very good about the health of the pipeline and what that means with respect to truckload volume. And I think importantly, for RXO, if you go back over the last 10, 15 years, RXO DNA is all about profitable growth, truckload outperformance. We took a step back last year with numerous headwinds that we're facing the business, but we're very excited to getting back on the path for truckload outperformance versus the market as early as the middle of the year.

So most of that is full truckload, I would assume a lot of that is contract as well. I mean you wouldn't really necessarily put spot in there.

Yes. That's exactly right. This is contractual in nature, but the -- it's an important point when you think about the mix of the business, which last quarter on our truckload business was about 72% contract, 28% spot. Our fundamental belief is having that large contractual book of business will lead to materially accretive spot opportunities, special projects, mini bids when the market does become tight. And we're seeing that right now, right?

When you think about just where the overall industry is versus last year, 2 years ago, 3 years ago, despite that muted demand environment that we just talked about, to Kevin's point, not only are you seeing elevated rates across other modalities such as flatbed, but in the overall dry van market, you're seeing 14%, 15% tender rejections coming out of the slowest freight month of the year. So I think it does speak to how much supply has really come out of the market.

And Brian, just to take a step further, talk about the contractual book of business. And it's very important to make sure you service that contractual book of business for your customers so that when there are spot load opportunities that Jared is talking about, you're that first call because that shipper is going to know like, hey, Kevin does a good job, I'm going to get that first call versus randomly using someone may or may not be there. So it's so important you service that customer's contractual freight so that when the spot opportunities are there, you can really capitalize.

So how are the -- obviously, the spot rates jumped in remain elevated. You mentioned the rejection rates. So how are conversations with shippers starting to change? Or have they already changed? Because before it was like, well, it's just weather and we're going to debate about the impact. And now it does seem like at least our conversations, they're more willing to accept it or recognize it, obviously, not jumping up and down to pay more unless they have to. But like how is that progressing from like your side of these conversations?

Yes. So it's been constructive. We put out our monthly curve or our quarterly curve report a few weeks ago when we talked about how we have now moved to an inflationary rate environment. We talked about on our earnings call that we expect contract rates to be up low to mid-single digits for 2026, Combine that with the curve report where we talk about entering in that inflationary part of the cycle, which has obviously been a soft freight market for the last 3.5 to 4 years. I think the -- I think it's safe to say with tender rejections sitting at 14% in the middle of bid season, that is a favorable backdrop with respect to renegotiations and existing bids.

And I think the -- because it's a 2-way conversation, right? The shipper and for RXO, it's large Tier 1 enterprise class shippers. They want to put in rates with large strategic carriers that they know can get serviced throughout all types of cycles. So they want to have confidence that their routing guide is going to hold up. So I think we talked about the contract rate environment moving to an inflationary phase. And certainly, that will provide relief on our gross margin when you think about just how our model works. You have to get through the repricing, which we're in the middle of right now. And then post repricing, you'll see an improvement and relief on our contractual gross margin.

And then you combine that with an elevated tender rejection environment and what that means for spot opportunities. I think it's a pretty robust environment to think about the opportunity to capitalize on spots relative to 2, 3, 4 years ago when tender rejections were sitting at 2%, 4%, 6%. And when I say robust environment, I'm not saying from a demand standpoint, I'm just talking about overall freight KPIs at much healthier levels than they were over the last few years.

So when we think about the tender rejections, are these carriers -- because it's a little bit different with brokers, right? Like carriers just make less money if they take a load that they can make more money later, but brokers can get squeezed, right, because of the way the contract works. So are we seeing other brokers that are just walking away and redoing bids? Like how far along are we in this process?

Yes. I can't speak to other brokers, but what I can say is that industry-wide tender rejections are sitting at mid-teens. And when you think about RXO, how do we service our freight. We want to go ahead and put in rates where we can service our customers, certainly to the extent -- and then to the extent you start to see pressure on waterfall routing guides, you'll see the ability for RXO to capitalize on those spot opportunities.

So we saw an increase, small in December relative to November, an increase in January relative to December. And you think about just how the market has developed with industry-wide tender rejections sitting in, call it, that 14%, 15% level, I think that does provide a nice jumping off point heading into and the rest of the year.

And Brian, sometimes too, there are certain regions of the country which are really tight. For instance, take the Midwest, very, very tight right now. So you can go lane by lane with the shipper as well. You don't have to go with a blanket price increases, kind of go lane by lane, like, look, it's really tight here and they can see it. So you can -- we have that ability to drill down lane by lane.

And I want to hit on that also because it's a really important point that Kevin brought up where you think about -- and you mentioned this a little bit, the impact from weather in Q1, right? I mean for 2 out of the 3 months in the quarter, most of the country was frozen and shut down. It doesn't matter if you were in New York where we are or the middle of the country or even the Southeast where Kevin is, it had an impact, right? So -- but to your point, Brian, post weather, the country is starting to reopen, I think there was an expectation by some that you would see a moderation in tender rejections, a moderation in rates, and they continue to move counter seasonally and hold in.

So you think about an environment where demand is soft and we're still holding at 14%, 15% tender rejections in the weakest freight month of the year, I do think that it just shows, and I think the language that we used on the call was that this market is the most susceptible it's been to changes in demand than it's been in the last 3.5 years. On one hand, that's not saying much given how weak it's been for the last 3.5 years. But on the other hand, I think it just speaks to how much capacity has come out of the market.

Well, just to touch on that point, there's been, of course, a lot of regulatory enforcement and focus and probably more to come. How have you guys seen that play out other than we just talked with spot markets and maybe the elasticity or at least is less elastic than it has been in the past. And do you think this is something that can accelerate the impact throughout the year? Like how are you thinking about that?

It's fitting that we're here in D.C. and the final rule from the FMCSA went into effect last night with respect to non-domiciled CDLs and what must be true in order to go ahead and keep the road safer and have the requirements to get a nondomiciled CDL. So the FMCSA has identified about 194,000, 197,000 drivers that will be coming off the road between now and the next 5 years. And the reality also is there's also some self-enforcement associated with this. So it could certainly be faster than those 5 years in terms of all of the checkpoints that are now across the roads -- across the country when you think about enforcement by state and local officials to abide by the new final rule.

And then there's also movement in Congress right after the state of the union, there was the proposal of the Delilah's Law, which would take it another step further and effectively have to recertify all of the CDLs across the country and going through the same SAVE system at the federal level. So I think there's a lot of developments at work to go ahead and remove some of this tangential supply, the shadow capacity that has been in the industry for the last, call it, 10-plus years. And not only will it make our roads safer and reduce theft and fraud, but this capacity removal is structural in nature, and it's not coming back. So it does certainly set up for a higher for longer freight environment on the other side.

Yes. And just to piggyback on that, Brian, and you can probably remember this, too, cycles in the old days would last 3 and 4 years. I can remember '04, '05, '06, fantastic freight cycle. Why was that? There will always be a supply response, but it's more gradual, more responsible. Think about when ELDs hit in '17, '18, now looking back, we realized that freight only cycle last year because all the supply came flooding in.

But you step back 20 years ago or so, the cycles -- supply would come back, but it would be very rational. And so I think to Jared's point, the spot is coming out. It's more permanent in nature, structural in nature. It's not going to come back. So we could set up where we could see what we used to see cycles that last 3 and 4 years. Truckers used to tell me in the mid-'90s, cycles would last 3 and 4 years. So it would be nice to get back to those days.

That would be a nice change. Well, we had 4 years down, so maybe more likely to be up next time, I don't know. Well, in terms of the other big impact coming out of D.C., potentially, the Supreme Court hearing, I guess, most people refer to Montgomery case, but like broker liability. So I don't know if there's a specific view you guys have internally in terms of how that could shake out, but let's just say it goes forward and brokers have to have more liability basically overnight. How does that impact the industry? How does it impact RXO? I mean there's a bunch of different things I can think of, but would love to get your thoughts on this.

Sure. I'd say, firstly, I think we continue to remain optimistic that the Supreme Court will rule in favor of preemption. And you'll certainly hear more from us after we know more and we see everyone looks like. To your point, to the extent that it does not, it's really interesting because I do think that it will become very difficult for small subscale and quite frankly, even medium-sized brokers to compete in the industry.

So I think in that scenario that you're outlining, and again, we remain optimistic that the court will rule in favor of preemption, but there's a scenario where that actually could favor the top 10 brokers in a pretty meaningful way to the extent that the court rules against because ultimately, it will shake out the competitive landscape, I think, in a pretty interesting backdrop, whereby if you're a small, medium-sized brokerage and the compliance costs, the operations in terms of processes and procedures that you need to operate in that kind of world, it just becomes prohibitive.

So I think that would certainly -- we've always stated that we believe that this is a winners take most type market structure where right now the top 10 players in brokerage represent almost half the industry. And we think over time, the top 5 probably represent a higher percentage of that. To the extent what you're outlining plays out, that could certainly accelerate it.

But from a risk perspective, though, I guess, brokers would need to put more price into the market basically overnight. Would you expect smaller carriers who may not be able to comply with the new standards, the checks and all the rigor that's going to go around to vetting them because now if you're responsible for them in a different way, like could that actually have a supply impact as well?

Yes, I don't want to go too far down the road on hypothesizing of a potential verdict, but I would certainly say, going back to my prior comment on why this would benefit the top 10, you think about how we do business today, we are extremely strict in terms of what must be true in order to go ahead and do business with RXO. And I would assume it's pretty similar for the top 10 as well. I think we might actually be -- have some of the strictest standards because it's a 2-sided competitive marketplace. And we take those moats, we think, are real, and there's a lot of effort to go in to make sure that we're servicing our customers' freight because we want them to obviously have a great experience and give us more freight going forward.

And that can't be true if you're not using a reliable carrier network. So on RXO, we've got access to more than 120,000 carriers post Coyote across the combined network, spanning from owner operators up to large-sized fleets. And I think making sure that you've got the compliance guardrails, the right onboarding procedures to make sure that you've got a high-quality network is even more important in the world that you're outlining.

And Brian, to take that a step further, I had this question posed to me, could shippers ultimately be liable too? And I bring that up because if you're a shipper, you're more likely to do business with an RXO or a large broker, someone you know has a strict compliance and vetting process. So that's something to keep in mind as well.

Well, just that was the next question in this...

I can read your mind.

Well, I don't feel you can do that too much. In terms of the shippers like, okay, so they could potentially get impacted, but are they thinking about this right now? Maybe the bigger ones are? Does it come up in any of these conversations? Or is just...

I think everyone in the industry is paying attention to it. And I think depending on the size of the shipper is likely to dictate whether -- how closely they're paying attention to it. But I think to your point, depending on the market environment that you're in, does this -- could this be inflationary from a rate standpoint because ultimately, just the cost to do business goes higher.

Okay. It wasn't too long ago when we were talking about AI favorably. And then overnight, it became like unfavorable.

I thought you're going to have a karaoke machine up here.

I think it's in the back somewhere, but we can see if we can roll that out because evidently, that's part of the disintermediation risk that we were not paying attention to. But what are some of the, I guess, the moats as we think about AI is certainly a tool, but there's all sorts of ways to use it, and there's other things that are probably preconditions, I would suspect, to using it effectively as opposed to just ramping up the curve to get like, I don't know, 80% effective, and there's always that last piece, which is pretty significant.

So what are some of the moats that you believe to be true that will really not change for yourselves, for the industry, for the scale players as we get more and more of this AI adoption with or without Karaoke machines?

We've had a -- the freight industry has had a sneak preview of this probably about 10 years ago with the threat of digital brokerages and what that would do to the industry with the notion being there would be increased price transparency and the gross profit dollar pool available to the industry would decline, and therefore, there's a terminal value problem, right?

Ultimately, that was 10 years ago and what's happened. All those digital brokers for the most part, no longer exist. And I think the RXO philosophy has always been we are not a technology company. We are a tech-enabled service provider, and we invest in technology aggressively. We spend more than $100 million a year in technology. We spend it across all aspects of tech from not only artificial intelligence, but also Gen AI and Agentic AI, which I'm sure we'll get into, in addition to our pricing algorithms from machine learning techniques, and we've been doing that for a while. So I think the fundamental premise is that this -- I think you characterized it quite well, this is a 2-sided network with moats on each side. And overnight, you cannot scale up a carrier network to 120,000 type carriers. And you also think about like this is a business that is built on service, relationships and trust.

We continue to have such strong customer relationships. If you think about our top 20 shippers, they've been with RXO for the last 16 years on average. And that is because of those deep personal relationships and the service levels that follow. And no doubt -- I mean, what's interesting right now is you think about sort of that perfect order in terms of what is totally touchless. We haven't talked about what percentage that is, but it's been growing over time. So it's already part of the network. But I think the harsh reality in the world of freight transportation is something is always going wrong with the load, right?

So exception management is a huge part of our day when you think about our customer reps and our carrier reps. Is there a significant opportunity to automate that and help with respect to decreasing the amount of man hours associated with rudimentary tasks 100%. Are we deploying Agentic AI aggressively to go ahead and capitalize on that opportunity? Absolutely. Does that replace the human? No.

And Brian, just we talked about service, and that's a key theme here that we've touched on. And just think about this as the market probably seems like it could be turning and things may get a little chaotic. And once again, if you're that shipper, to Jared's point, we manage exceptions, we manage chaos. We manage volatility. That's what we -- really, that's our guiding principle to help our customers. And as the market kind of gets chaotic, gets volatile, who are they going to turn to? A reliable partner that they can trust. That's so important.

So in the spectrum of everything is disrupted in a race to the bottom versus, well, this is just the next nothing burger, somewhere in between, it feels like is where AI and technology will probably be in the near term, maybe medium term for brokers. So like what does that mean for you guys? Is that more Agentic? Is it more productivity? Like how do you see the, I guess, the practical applications that have financial impacts and productivity impacts for the business?

Yes. I mean it's all of it. I mean, at this point, especially for a top scale broker, AI is table stakes. So you need to be investing in Agentic AI capabilities. You need to be investing in generative AI capabilities. You need to be investing in machine learning techniques to help from a pricing algorithm standpoint. And you think about how we're doing that, we talk about the 4 key pillars and the principles that we abide by internally at RXO across volume, margin, service, productivity. It's all because of those aggressive investments.

And I mean, at its highest level, how do we go ahead and increase volume through our network by 20%, 30%, 40%, 50% and decouple that from headcount growth. Because when you can decouple that, the incremental margins are significant and can be as high as 70% to 80%. So you think about what that means, and that's the beautiful part of our business model and having a platform that is so scalable with respect to -- we've been hit hard clearly over the last few years in terms of deleveraging the of the P&L because if you look between the gross margin and EBIT, 2/3 of those costs are either fixed or semi-fixed. It obviously works the exact opposite way on the other side. And if you can releverage the model even further by having that scalable tech platform and dropping through that volume with minimal headcount additions, the contribution margins at that level on a business that right now is doing low single-digit EBITDA margins, obviously, can be quite impactful.

So that's how we think about the business. And then the other angle is productivity. We've talked about over the last 12 months, our productivity is up by 19%. On a 2-year stack, it's almost 40%. And then layering on a lot of the capabilities that we've been investing in, specifically on spot quote agents, et cetera, across the network that are being deployed right now, I think there's a lot of opportunity for incremental margin unlock.

And how are you guys measuring productivity? And those are like KPI that everybody uses or reports on uniformly across the industry, but is this like loads per headcount or what's the...

Loads per person per day. Who is involved associated with that -- the life of that order? And if they are involved, we'll burden the productivity number with that headcount. And we've had -- and we think we are still in the very early innings with respect to productivity. If we look at our most productive rep, and I mean, going back to your point on the fears of AI disintermediation and Karaoke Day, if you actually look at the stats in that press release, I think they talked about someone that was doing 8 loads a day, right? I mean I think that was probably accomplished about 20 years ago at RXO.

So like you think about our most productive rep, you're talking multiples of that -- many multiples of that. So how do we then bring up the average across the base where we've got our most productive rep. And as you can expect, the more tenured you are, the more productive you are, there are certain loads in certain verticals that are more accommodative for higher productivity. But in general, there is so much room on that productivity scale in terms of loads per person per day.

And Brian, in the old days, if you're a good salesperson, we'd hire a sales assistant to help book freight as a market turn. If you're really good, we'd hire 2. We don't have to do that now. We can lean in technology. And that to Jared's point, you're just going to see us leverage and lean in that loads per head per day should continue to move higher.

So a couple more questions, but we can see if there's any audience after this one. Clearly, there's a bunch of headwinds. As we look at the first quarter, the margin squeeze, eventually will be a good thing. Spot market seems like it's -- I mean what we heard this week at the conference seems like there's maybe a little bit of an offset from volume opportunities that maybe weren't there in the fourth quarter to kind of make up for that margin compression. But where are you in terms of expectations for this quarter and where we go from here and you're sort of tracking relatively in line with what you initially thought based on what the market is doing right now?

Sure. So we're not going to give a mid-quarter update, but we gave an outlook for Q1 of $5 million to $12 million of adjusted EBITDA for the company. And within that outlook included a variety of market assumptions with respect to the tighter market conditions persisting throughout the quarter. Obviously, weather has been a headwind as well. And as you think about tender projections operating to your point, in that mid-teens, that obviously has the impact of squeezing our brokerage gross margin, which is why we gave that $5 million to $12 million outlook.

But I think importantly, for RXO, you think about the base that we're building off of the Q1, I'll go back to what I started with. Our pipeline is up more than 50% year-over-year. So that will clearly be a tailwind from Q1 into Q2. We talked about on the earnings call how Q1 is historically the weakest quarter of the year and also the weakest percent contribution from a full year perspective. So you think of off of that Q1 base, historically, that's been -- can be up as much as last couple of years, it's been up 100% sequentially. And obviously, it's now a law of small numbers. So the percentages get a little bit wacky. But you think about the building blocks, higher pipeline we talked about.

We then talk about the opportunity for rate relief in terms of the negotiations that were ongoing as part of bid season and the opportunity to reprice given the current environment that we're in. Building on that, managed transportation is seasonally a better quarter into Q2 from an automotive standpoint. And we also talked about new wins that were awarded in Q4 of last year. We awarded more than $200 million of freight under management and managed trans has significant momentum. And then last mile, Q2 is the seasonally strongest quarter for the for the company. So I think a lot of opportunity for us as we exit Q1 into the rest of the year and into 2027.

Brian, I remember a few years ago, I had a transportation executive tell me once, February is our 12th best freight month of the year.

And it all comes down to March, so...

It comes down to March. But I think importantly, it's the momentum building from March into Q2 and into the rest of the year. And I think importantly, for RXO, we do have some company-specific tailwinds irrespective of the broader freight market with the integration behind us, the focus is entirely on profitable growth, driving that pipeline higher and then converting that pipeline, yielding tangible results across the business, all with a much more efficient cost structure because we've taken out more than $155 million of costs since we've spun.

We took out $65 million in the first 2 years post spinning from XPO. We took out $60 million of operating expenses from a synergy standpoint with Coyote, and we announced a new $30 million cost out in Q4. So putting it all together, you think about just those contribution margins that we were talking about earlier and how this model is prime for incremental operating leverage. It's also prime from a standpoint of a very efficient cost structure.

Okay. Any questions? We got one here in the middle here, if you can get the mic, please.

You hit on 2 topics that I'd like to touch on. One has to do, you said your late-stage pipeline is up 50%. And actually, at the end, you just now said you're dramatically focused on conversion. What is the conversion rate at the late-stage pipeline if you're allowed to share that? And then the second question, you also talked a little about too, you're under repricing. Can you give some color around what you're seeing as the sensitivities and upsides for getting repricing in this environment?

Sure. So on the first question with respect to the late-stage pipeline, we haven't quantified what that conversion rate was historically. But what we have said is that if you look at the overall pipeline, including pre-pipe, et cetera, that generally has been low single-digit type conversion, and this would be multiples that. So you think about just the fact that these are qualified opportunities that are already in the pricing stage. So I think there's good line of sight across the board and the fact that the pipeline is composed of opportunities that are very diverse. We're not one -- there's not one opportunity that is dominating that overall pipeline. I think gives us confidence in terms of executing against that pipe and yielding results as early as Q2.

On the second question in terms of contract price increases. So I'll go back to what I said earlier, it's a 2-way conversation. This is a partnership. There's a reason why our top 20 customers have been with us for the last 16 years. We need to be able to put in rates that we can service throughout all freight markets. And when we're in the tighter environment right now, to your point, Brian, I mean, shippers don't like paying higher rates, but it's ultimately the environment that we're in right now, and you've had so much capacity come out that is structural in nature. And despite softer demand, we're sitting at 15% tender projections.

And we talked about in our Curve proprietary report, which is available at rxo.com if anyone wants take a look, a little plug there, that it is -- we are now entering that phase where we are inflationary in nature in terms of what those contract rates look like. So -- but it's -- I think Kevin brought up this point earlier. I think it's important to note, this is not just holistic price increase across the board, and therefore, we're going to put that through. It's customer by customer, geography by geography, lane by lane, and we're going to look at the customer holistically where ultimately you think about being able to service certain contractual freight and if that leads to the opportunity to yield incremental spot volumes, that could make a lot of sense. But I think in terms of the contract repricing, we talked about that low to mid-single-digit increase. I think the confidence level there is very high.

Maybe just on that point, if there's no other questions. I guess 2 quick follow-ups to sort of wrap us up here. The timing of the contract renewals or the repricing opportunities, are these some things that can show up this quarter because you're moving some lanes around? I mean, typically, we don't see these things progress until several quarters and it takes some time to really get through the whole system. So maybe some comments on that. And then also, is there managed trans in this late-stage pipeline that's moving some of the numbers as well? I just wanted to clarify that.

On the first point, you're exactly right. It is staggered in nature, right? So what I'm talking about in terms of contract rate increases, et cetera, this is not a Q1 type comment, right? This is going to be staggered in nature as early as Q2 in terms of the benefits associated with relief on the contractual side of business with getting the repricing into the book. That's meant to be more Q2 and onwards.

And then in terms of managed trans, now the brokerage sales pipeline is up more than 50% year-over-year. Managed trans, we isolated and that pipeline is very strong at almost $1.5 billion. So the momentum across the business between the late-stage sales pipeline and brokerage, a managed trans pipeline, also late stage of, call it, $1.5 billion, of which we had $200 million awarded in Q4. And then certainly, from a seasonality standpoint, last mile will start to improve not only with the weather falling out, but Q2 is the seasonally strongest quarter.

Okay. That's helpful to clarify those. In terms of just maybe last mile and managed trans don't get as much attention. So maybe 2 minutes worth we can do here to wrap up. You mentioned the seasonality, you mentioned some of the things that are just more normal course of business, but like what are some of the other initiatives or growth opportunities like the $200 million you mentioned earlier about new wins. Like how is all that shaping up? And like what are sort of the initiatives that are flowing through these 2, I call them sectors but -- or segments, but like business lines?

Yes. So one segment company, but we do have complementary services, which is composed of our managed transportation, where we act as the control tower and the transportation department on behalf of our shippers, where we manage about $3.5 billion of freight under management. Momentum in that business exiting the year was quite strong with more than $200 million awarded in Q4 and a late-stage sales pipeline that is almost $1.5 billion. And the reason why that is particularly important is we talk about synergy loads within the company, whereby managed transportation can be a customer to our brokerage business.

And ultimately, the brokerage customer or the managed transportation customer then has access to dedicated capacity within our brokerage business. So it's a pretty symbiotic relationship and very synergistic. On the last mile side, demand for big and bulky has been and is soft, which should not be surprising to anyone. If you think about -- you've had a little bit move lower on the 30-year with respect to mortgage rates. But overall, that's going to be tied to housing market and big and bulky is soft. In 2025, we significantly outperformed from a stop standpoint, onboarding existing new customers and new business with existing customers. But we did feel an acute slowdown last year on the last mile side, really after Labor Day in terms of just overall big and bulky demand.

So I think the initiative there is as we think about across RXO, and we put out a press release a few weeks ago talking about RXO middle mile solutions and how we can leverage our RXO hub network across the country in ways that can deliver incremental solutions to customers, how we can effectively leverage that real estate footprint, I think, is a very strategic priority because the contribution margins, given obviously the fixed asset nature of the business can be quite high.

Okay. Well, guys, we're out of time, but thanks very much for joining us, Jared and Kevin. I appreciate making the time for us.

Thanks, Brian.

Thank you.

Joining us for our last session of the conference, you have RXO with us, which we're thrilled to have you guys. I actually think it's -- from my perspective, it actually works out great because you guys have such a broad deep view of the trucking market that I think it will be a nice way for us to bring together a lot of the concepts that we've heard. So we have Jared Weisfeld, Chief Strategy Officer; and Kevin Sterling, who is market strategist. What did you -- Jack of all trades -- exactly. Kevin wears a lot of hats within RXO. So thank you both for joining us. Thrilled to have you.

Maybe let's start on just the broader demand environment. There's been a lot of confusion, certainly a lot of optimism, I think, is fair to say, right, that the supply side is tightening a bit. At the same time, some questions around demand. And even this morning, we heard Walmart come out with an outlook that I think was a little bit tepid on the consumer. Just help us square that because again, you guys have a really broad view of the U.S. freight landscape.

Absolutely, and thanks for having us, Ari. Glad to close this out here. So from an overall market environment standpoint, from a freight perspective, it's really been a tale of 2 cities where when you think about just the intersection of supply versus demand. On the demand side, to hit that one first because I think that's, in some ways, a little bit more straightforward. It's been a soft demand environment for a while now. We've been in a freight recession for 3.5 years. You have goods versus services mix has been very low, actually at 15-year lows. A lot of questions on consumer confidence and the impact associated from Liberation Day given the tariffs and the impact of high inflation. So we've been dealing with a muted soft freight environment from a demand standpoint for quite some time.

And to your point, I think there are certainly reasons for some cautious optimism out there. We had the highest ISM reading 2 weeks ago that we've had in 4 years with a new order component flashing at 57. I'd like to see a few more of those. That's generally a very good leading indicator for the freight economy. You've had consumer confidence over the last couple of weeks start to bounce back. You've got some optimism in terms of potential stimulus ahead of the midterms. And you've got benefits associated from The One Big, Beautiful Bill as it relates to both bonus depreciation and tax refunds. And if there's any type of stimulus associated with housing, given the impact that has on the freight economy, those are all reasons to be optimistic and I think very different from the last few years.

On the supply side, I think that's where it gets really interesting because if you look at the freight economy as a whole, industry-wide tender rejections 6 months ago were sitting at mid-single-digit percentage. As of this morning, they're at 14% in the middle of February. February is the softest freight market of the year. Demand remains soft, yet tender rejections have more than doubled. And why is that? We've had enforcement occur based on new policies and regulations from the government as it relates to non-domiciled CDLs, English language proficiency that have really taken out a significant amount of supply. So you think about -- I think the words we used on the earnings call a few weeks ago was the fragile state of the market from a supply-demand perspective where any incremental demand could really go ahead and move the overall market balance just given how much capacity has come out.

So that's really good setup, and there's lots of talk about in there. Let's start just kind of continue to push on the demand side. You gave an outlook for volume to be down 5% to 10% year-over-year in the first quarter. Is that a reflection of that demand weakness or at least the demand uncertainty? How should we think about the opportunity to kind of outperform that number? How much of that is a reflection of the broader macro versus things that are kind of unique to RXO?

So that's pretty consistent in terms of the underlying trends that we saw in the fourth quarter. In the fourth quarter, overall volume was down 4%. And to your point, Q1 outlook calls for volume to be down 5% to 10%. But if you unpack that a little bit in terms of the brokerage business, truckload volume in Q4 was down 12% year-over-year. Our Q1 outlook calls for a very similar decline in terms of low double-digit year-on-year. So really similar trends on most of the business on the truckload side. The real big difference from the Q4 to Q1 decel really is just tougher comps in LTL.

In Q4, LTL was up 31% year-over-year. We onboarded a lot of business in Q1 of '25, and we're facing those tougher comps in Q1. So we are going to be -- we talked about up about mid-single-digit percent year-on-year in LTL. So it really is just the tougher comps that yield that down 5% to 10%. But the second part of your question is why we're really excited in terms of specific to RXO. We talked about -- if you look at RXO over the last 10, 15 years, we've always outgrown the truckload market in terms of -- brokerage is taking share from the asset-based carriers and RXO is taking share within brokerage. When you look at the strength of our late-stage sales pipeline within brokerage with the integration of Coyote materially complete and behind us, we are in growth mode, and that late-stage sales pipeline is up more than 50% year-over-year. And that's what really gives us confidence to start to resume our outperformance versus the broader market as early as the middle of the year.

So I really want to dig into that kind of longer-term outlook, but let's stay on Q1 just for a little longer. The Q1 outlook calls for adjusted EBITDA in the range of $5 million to $12 million. Give us some context for how we should think about that. To what extent is that reflecting some of the pressures, especially, I think one of the things that I think is starting to be well understood, but in the early cycle of an inflection, when tender rejections start to go up, obviously, it tends to squeeze broker margins. Talk about how significant that is? And what's kind of baked into that $5 million to $12 million EBITDA projection?

I mean that's -- to your point, that's how the business model works. So in some cases, it's largely mechanical. If you think about how the unit economics of our brokerage business work, we've got for most of our business, contracts with our customers. Contract as a percentage of our business on the truckload side is 72% of our business in Q4. So we've got 12-month contracts with our customers, and we procure transportation on the spot market. And what we saw based on the enforcement actions that I was just talking about, late Q4, you saw a supply shock and you saw spot rates from November to December industry-wide move up by 15%.

That's the largest move we've seen in industry-wide buy rates from November to December in 16 years. So when you have that kind of supply shock and a business that is largely contractual, brokerage gross margins get squeezed. And unlike typical cycles, there was no demand component to help relieve that, where when you get squeezed historically, there is -- there are spot loads to help offset that squeeze. We didn't have that. So what you see reflected in the Q1 outlook of $5 million to $12 million of adjusted EBITDA, not only do you have a typical sequential decline from Q4 to Q1, but you're really talking about those tighter market conditions persisting for the entire quarter that materialized late in Q4.

Got it. So let me follow that with maybe a little bit of a tough question, but just a realistic question as we look at the environment where supply is being squeezed, that puts pressure on your purchase transportation cost. At the same time, the demand seems a little more uncertain. How does that flow through? And how does that not create kind of a challenging operating environment that could extend beyond Q1? Should we be worried about that? And then within that, talk about kind of what's the process for resetting contract rates higher? What's the timing for that? And how much of an offset can that have to some of these pressures?

Sure. So obviously, I can't control, we can't control when demand is going to return. But this kind of plays back into what we're talking about earlier and why we're so excited, irrespective of the market backdrop, we are in growth mode, and we are growing our pipeline in a pretty large way, being up more than 50% year-on-year. So this is a late-stage pipeline, all incremental growth, new growth with existing customers, new growth with new customers, and that is up more than 50% year-on-year. So could the softer demand environment persist throughout Q2 and all those reasons for optimism that we just talked about not come to fruition? Sure.

But if you think about what is within our own destiny in terms of the pipeline that we've built now that we are back in growth mode and where we have that line of sight to resuming truckload outperformance, that's a lot of opportunity to capitalize on. And what we're also seeing in this environment, which I think is a huge opportunity for a large-scale broker like RXO, and Kevin can certainly chime in on this as well, we're seeing customers continue to consolidate the amount of carriers that they're working with, especially in light of the new regulatory environment where you have to go ahead and make sure that you as a shipper are dealing with highly qualified carriers that have access to significant capacity.

Yes. And Ari, I think about it, too, what's happening with the government regulations and the changes to supply, it's leveling the playing field for large brokers like us. And so there's probably 17,000, 18,000 brokers in North America. A lot of them are small and a lot of them may have relied on this fringe capacity, if you will.

Well, us as a publicly traded company, dealing with Fortune 500 companies, we can't. We've got to make sure we have a very strict compliance and vetting process. So we're using high-quality carriers already. And so what the government is doing taking out some of this fringe capacity, it could hurt some of these smaller brokers who may have relied on that. And now we're all for it because it levels the playing field, so to speak. Does that make sense?

It absolutely makes sense. And I definitely want to dig into that point about industry consolidation, but let me ask about the pipeline first because -- it's up 50% you mentioned.

More than 50%.

More than 50%. So that's a big number, right? What is driving that number? Is that you guys proactively going out and pursuing business? Is that customers saying, hey, I'm kind of deemphasizing the smaller brokers that I've maybe relied on in the down cycle. How should we think about kind of what's driving that number? And then what it implies for kind of earnings and top line as well as we kind of move through the year?

It's both of those. And it's also shippers who wanted to, in some cases, maybe just -- let's see how the integration went. And we're 12 months out in terms -- more than 12 months out in terms of the completion of Coyote. Service levels have been great. We've finished the integration materially in terms of technology and pricing and people and operations and the service levels are there. So customers are awarding us new Existing customers are awarding us new business. New logos are coming into the pipeline. So we talked about 12, 18 months ago, one of the largest opportunities for One RXO post Coyote was to go ahead and take that existing book of Coyote business, stabilize it and then grow.

And when you look at just how large the for-hire truckload market is. And to be fair, it did certainly take us a little bit longer than we expected to stabilize the legacy Coyote volume, but we've seen that stabilization now for the last couple of quarters. Truckload volume for the combined company, Q2 versus Q3 was up sequentially, Q3 to Q4 was up sequentially. It will be down seasonally into the first quarter off of that stabilized base. But then we look forward to Q2 and the rest of the year in terms of that commentary that I gave on being able to resume outperformance versus the broader market. And then you start deconstructing that pipeline, it's largely led by full truckload. And there's not one customer that composes a disproportionate percentage of it. So it's very broad-based. And it's new logos, it's existing logos. It's really encouraging to see.

And just the level of interactivity and connectivity with our customers is quite strong. So going back to your earlier point because I think this was part of your first question or your prior question, building off of that Q1 base, how do we sort of build from there, right? So Q1 is typically our slowest month of -- our slowest quarter of the year. It's our lowest from a percent contribution standpoint with respect to full year EBITDA historically. From Q1 into Q2, every line of business is seasonally stronger from a volume standpoint. Managed transportation will have better automotive volumes, and that business has stabilized. We've talked about that. We've talked about last mile, strongest quarter of the year is typically the second quarter. brokerage, we're going to have all of those new awards that we talked about in terms of onboarding, combined with positive seasonality from Q1 to Q2.

So we've got some, I think, pretty strong momentum hitting from Q1 to Q2. The one thing we can't control, obviously, is broader industry-wide demand and how to think about when that returns and the impact that will have on gross profit per load.

How should we think about the incremental profit opportunity or what the margin profile looks like or kind of however you want to frame it on that -- on those new business wins versus the existing book of business?

Sure. So I mean the way we think about pricing is we price in line with market, and we go ahead and procure transportation more effectively to go ahead and deliver a great solution for our customer and strong contribution margins for RXO. And the way that manifests itself is for every dollar of incremental gross profit that comes into the P&L within the brokerage business, it can be anywhere from, call it, 50% to 80% plus incremental margins depending on whether or not there's headcount associated with respect to the addition of that type of growth.

So the incrementals are quite strong on a business that right now is doing low single-digit percent EBITDA, right? So the deleveraging clearly has been hard on the way down. But when you start to think about the cycle potentially turning and think about what the releveraging of that P&L looks like based on how strong the contribution margins are, right, it doesn't take much to move the needle when you're dealing with a business that's at low single-digit EBITDA margins right now.

So let's dig deeper on that. With the understanding that there's still a lot of uncertainty out there on the macro demand what is the normal seasonal step-up look like? You mentioned first quarter is usually kind of the weakest quarter of the year. What does the normal seasonal step-up look like from first quarter to second quarter? How should we think about kind of longer term if the cycle inflection is real and weigh in on like how real or what's your level of confidence on like the cycle turn being real this time? Because I know it's -- we've had a lot of head fakes in that regard.

Yes. I'll take the second part first. And if anyone is coming up here with any level of confidence on this being real, I mean, I think I left my magic 8 ball at home and my crystal ball at home. I don't know, right? What I do know is we can just look at the facts. Spot rates are up from $1.55 to $1.90 on ex fuel in terms of line haul. Tender rejections are sitting at 14%. Load-to-truck ratio this morning was approaching 10%. These are all positive cyclical indicators that a year ago were materially lower.

So all the freight KPIs are flashing in the right direction. But we're still in a soft demand environment. So I would sort of flip back to the question in terms of what do I need to see to have confidence that it is real? I want to see improved demand. I want to see another 2 readings of industrial ISM above 50. I want to see improved consumer confidence, improved trade clarity, restocking on behalf of retailers, improved automotive demand and improved housing sector. You start seeing that, then I think the confidence will be there that there's a true demand recovery. On the first part of your question, I've certainly come to appreciate over the last couple of years, there's no such thing as seasonality in this business because you're going to be -- we are going to be at subject of what's going on in the overall freight economy.

But what I can certainly tell you, just to help frame cyclicality and how fast this business can move, I mean we've had years where 1 quarter could be mid-single-digit percentage of total year EBITDA. right? So I'm going to refrain from giving typical seasonality from Q1 to Q2. Certainly, it's up, the magnitude of which is going to be a function of the broader demand environment. But depending on how steep the demand curve looks like, you could have a very sharp recovery to the point where on a full year basis, 1 quarter could be just mid-single-digit percentage of the full year.

And Ari, let's take a little bit step further kind of talking about the cycle dynamics. And what we're seeing on the supply side, it's probably going to be a permanent reduction in supply. The supply is not going to come back. So if you think about 2017 when ELDs probably took out about 4% to 5% of industry capacity. '18 was a phenomenal freight year, great freight year, great freight stocks. But then what we didn't know, we know now a lot of capacity came flooding back in the market and killed it.

But if you kind of look at cycles of the past, '04, '05, '06, that was a 3-year cycle. Cycles 20 years ago used to last 3 and 4 years. Truckers would tell me all the time, in the mid-90s, cycles would last 3 and 4 years. There would always be a supply response, but it will be more gradual. I think whenever this cycle does turn, we may get back to cycle of yesteryear when you could see a multiyear cycle because supply will come back in, but it will come back in a more rational pace, not like it did in '18, where it just flooded the market. That's exciting, too, I think, looking forward.

Yes, the supply contraction feels real, right? That doesn't seem like it's [indiscernible]. I think it's more of a demand question. So let's talk about some of those different scenarios, right? If supply constraints, but demand remains kind of soft. What are the implications there for RXO in terms of if you want to talk about an EBITDA standpoint or an EPS or a free cash flow standpoint? And then in a slightly more favorable environment where ISM continues to flow through at kind of, let's say, low 50s, mid-50s, what could that imply for RXO?

And what are kind of the metrics that investors should be looking for, right? Like with the understanding it's been a challenging down cycle. You've had a lot of obstacles with -- or maybe obstacles is not the fair term, but there's been a lot of uncertainty over the last 12 to 18 months, right? And we've seen it put a lot of pressure on earnings relative to what I think people were hoping for. Where could that go in an up cycle under those different scenarios?

So on the first scenario where supply remains tight and there's no improvement in demand, that's going to squeeze our brokerage gross margins, and you're not going to have enough spots to offset. But what we will have is certainly some of the self-help associated with the new books of business that we're onboarding given the pipeline strength that I talked to you about. So I think that's a really important point. We're not just sitting here waiting for the cycle to turn. It's like a really bad strategy, right?

The playbook is it's a $400 billion for-hire truckload market. We're the #3 player and still the share that we have is so small relative to the most -- the rest of the market. We can add value to our customers every single day. There's a huge opportunity to grab profitable market share and do so within a soft market, especially given some of the dynamics that I talked to you about earlier where shippers are looking to consolidate the amount of brokers that they use. So I think that's a significant tailwind for us even if it's a softer demand environment, but no doubt about it, if that's the broader backdrop that we're talking about, that will be pressure on gross margins. And the question is then how much incremental business can you bring on to help offset.

The second scenario is certainly an easier one to get your arms around because it's basically the current environment, but then you start to see an increase in volumes from here and then you start to see spot volumes increase as a percentage of the mix and provide relief in terms of the overall profitability of the business. You asked the question, I'm sure this one or the prior one in terms of just the renewals and the contract rates. And I think that's a really important point. We talked about on the earnings call, contract rates being up low to mid-single digits year-on-year 2026 versus 2025.

And that will be staggered, as you can imagine, the pricing conversations that we're having now versus 60 days ago are clearly more inflationary, just given how strong the market has been from just an overall freight KPI standpoint. And what's fascinating to watch is we're sitting here third week in February, the effects of tropical -- or not tropical winter storm Fern are behind us and all the weather are behind us and tender rejections are moving lower. And in some regions of the country, you'll see tender rejections anywhere between 20% and 30%.

These are levels that we haven't seen since 2021 and 2022, which further reinforces the notion that so much capacity has come out. So I do think that's when you start to think about the overall contract pricing to the book of business, that will help provide relief on the contract gross margin per load. But then from there, the question becomes, does the market tighten? And if it tightens, how do we think about bringing on the spot?

So we've seen the largest broker in the industry kind of posting mid-single-digit EBITDA margins. Do you think that's a feasible target or kind of in an up cycle? Is that something that we could realistically expect from RXO? And talk about the process of getting there?

Yes. That was the last part of your question. That's right. So no doubt about it, they've been executing well. So hats off to them for sure. I think it's also important to think about various mix differences between RXO and other brokerages in the industry where some brokerages can have 50%, 60%, 70% of their volume in LTL, right, which runs at higher gross margins, highly automated. You can ramp up productivity very nicely. We love the LTL business. It's grown significantly for us, but it's still only about 1/4 of our truckload -- of our brokerage business.

So I think there's a huge opportunity to grow that business. When you think about RXO long term, as the broker that is the third largest in North America, there is no reason mid-cycle, we're not talking about at least 5% to 6% type EBITDA margins. And when you start thinking about normalized earnings, it's not just taking current revenue levels and putting a 5% to 6% EBITDA margin on the business, right? I think you need to back up and think about how we are below trend line for volume. We're below trend line from an industry from a volume standpoint. Goods versus services is sitting at 15-year lows. Gross profit per load for RXO in the month of December on the truckload side was 30% below our 5-year average. So revert all of that to the mean. And then you take a -- God forbid, Kevin's right, and you talk about a multiyear up cycle and then you give credit to the $155 million of cost-outs that we've taken out of the business over the last 3 years post spin from XPO, there's a lot of operating leverage in the business.

Can we put some more specific numbers on that? I mean is there like -- like -- and again, I understand it's not like a 2026 target or a '27 target, but like what should we think of as like the mid-cycle earnings potential of the business?

Yes. We haven't refreshed sort of a dollar figure in terms of EBITDA level in terms of what mid-cycle can be. Hopefully, gave you some of the inputs in terms of how we think about for the business, but goes without saying that we're talking about a level of profitability from an EBITDA standpoint that is multiples of where we are right now. So there's a lot of leverage in the model.

And then the free cash flow aspect of the story is where I think we get quite excited because whether or not we're doing $200 million of EBITDA or doing $600 million of EBITDA, when you think about the cash outflow that we have as a business, that $30 million of interest expense and $50 million of CapEx, that $50 million of CapEx will certainly move a little bit higher as the business grows, but not materially. So the ability to generate significant free cash flow, especially if it's a multiyear cycle and you're in "normalized" earnings for a multi -- for a longer period of time can be quite significant to the enterprise.

Fair. So I can respect that, and I'll put numbers on it and -- so is there anything structurally, I guess, that keeps RXO from being able to achieve kind of a mid-single-digit EBITDA margin kind of in more normalized trucking environment. And in terms of the free cash flow impact then, it sounds like given the numbers you just gave, Jared, we're talking about $100 million plus of free cash flow in that environment that seems very reasonable to expect.

So on the first part of your question, I would take the opposite perspective in terms of what can we do in terms of leveraging technology and operating efficiencies to go ahead and make sure that mid-cycle when we are operating as efficiently as we can, we can be doing north of 5% EBITDA margins. I think there's opportunity to structurally improve the profitability of this business, leveraging technology, leveraging AI and doing it in a more efficient way that I think is a long-term tailwind for EBIT and EBITDA margins in terms of the math that you were doing on free cash flow.

I mean if the math works out such that the only cash outflows that we have are $50 million of CapEx and $30 million of interest, the free cash flow generation can be quite powerful. The only thing to keep in mind is that during an upturn, we are an initial user of working capital as the business grows. And then as the balance sheet shrinks during a downturn, you have a release of working capital. So you do get that onetime use and the onetime release. But through cycle, it's pretty powerful in terms of the free cash flow generation of the business.

Ari, we talk about an EBITDA free cash flow conversion of 40% to 60%. So use that as your guide.

And that's a pretty reasonable number to think of as kind of a mid-cycle number that doesn't change with kind of where we are in the cycle.

Look at 2025, we did a 43% adjusted free cash flow in 2025 despite these levels of profitability. So when you start thinking about the business getting to the point where we're doing multiples of what we're doing from an EBITDA standpoint and free cash flow generation, to Kevin's point, is quite high.

And just piggyback on all this, Jared, you talked about us growing our LTL business, growing our SMB business. That's going to make -- over future cycles is going to make our business less cyclical too.

So that's a great point, Kevin. That's one of the things I wanted to talk about. So the LTL business, you grew that 31% year-over-year in fourth quarter. I understand maybe there was some kind of idiosyncratic RXO-specific things there. But we saw, again, one of your big public competitors also growing LTL volumes in excess of truckload volumes. Could you talk about the different dynamics between those 2 segments? Obviously, the truckload market is much larger, but is there actually, in some ways, more opportunity on the LTL side from a profitability standpoint? Or how should we think about kind of how those 2 markets differ and how RXO would like to be positioned between truckload and LTL.

Well, I think so I think LTL is going to be a very nice growth story for us for many years to come. If you look at some of the large public LTL carriers, who are some of their larger customers? It's a 3PL, 4PL. And so we aggregate a lot of smaller LTL shipments, but really, our growth -- it's an RXO story. And so how that story goes is we do such a good job with our large truckload customers, and maybe a small part of what they do is LTL. So let's assume you take a large customer where 90% of their business is TL, 10% is LTL. Well, guess where they spend 90% of their time. It's LTL. LTL pricing, it's like the eighth wonder of the world.

You got to deal with damage claims. It's just very difficult. They come to us and they're like, Jared, please help me. Take this headache off my plate. We do it for them. It's a fully automated transaction. And so we make their life easier. They can focus on their core, which is truckload where -- and take -- really save them a lot of time. And so that business will continue to grow. As we grow our truckload base, you'll see us continue to grow that LTL base. So that's where it stems from. And we're very excited about it because to Jared's point, it's higher gross margin, it's less cyclical. It's just a stable business. And we probably use 50 to 60 different LTL carriers.

We use a lot of smaller regional carriers to provide fantastic service. And so we can go to our customers and probably get better pricing than they could on their own. But the main thing is we're taking -- we're solving a big problem for them, taking a headache off their plate.

That's really helpful, Kevin. Let's talk about industry structure a little bit. You had mentioned the long tail of smaller brokers for years, I think people who have been following the industry have been talking about there's going to be consolidation in the industry. At the same time, right, and we've heard this actually from a number of the asset-based guys who we've spoken with over the course of the week, they say, well, things like cargo theft, things like certainty of delivery, partnering with an asset-based carrier, some shippers right now are kind of shifting their business more towards wanting to partner with asset-based carriers. I don't know if you guys would agree with that or not. But how do you think about both in the near term and kind of over a longer-term multiyear horizon, what the kind of consolidation in the industry might look like?

I can start, and Kevin, if you want to come on top. I would say that we fundamentally believe that this is a winners take most market type structure. The top 9 players post the acquisition of Coyote represent about half the market. You saw some more M&A activity in the space over the last couple of weeks with larger players acquiring more larger players continuing to scale up. So I do think that the advantages of scale in terms of decreasing your cost to serve, being able to offer services and solutions to your shippers that small to medium brokers can't is pretty beneficial.

And I think you're going to continue to see further consolidation in the space organically and inorganically, where you'll see further M&A and you'll see small and medium brokers that just can't compete and can't invest go away. And to Kevin's earlier point, when you think about some of the brokers that are out there that were leveraging some of this non-domiciled CDL capacity and shadow capacity, those business models now completely go away based on new regulations. So I think that will help clean up the industry structure when we think about just who the winners are longer term.

In terms of your other question in terms of shippers thinking about leveraging assets more versus 3PLs, typically, you'll see depending on where you are in the cycle, shifts from brokers to assets and vice versa. But if you look over the long term, brokerage penetration was at 5% 20 years ago, at 20% now. Industry projections have that going to mid- to high 20% in the next 5 years. We think longer term, there's probably headroom up to 40% because the reality is we, as RXO, given our scale, can offer the same services, if not more, than a lot of the asset-based carriers, but we do it with more flexibility given access to effectively infinite capacity.

And think about this, just to build on that, dreaming of when the market turns, we can all dream. So when the market turns, an asset-based carrier, they're going to struggle with capacity because they're just not going to have any more drivers. There's kind of a ceiling there, right? Because they're going to have hard times getting more drivers, whereas a large brokerage like us with access to 120,000 carriers over 1 million power units, if a shipper needs 50 trucks next week in Miami, we can be there with 50 trucks where an asset-based carrier might say, hey, we're only got 10 in the area. So that's when you're going to see, particularly when the market turns and things get chaotic and we love chaos and volatility, that's when we shot. We'll be there and we're going to solve -- once again, solve those problems with the shipper.

I don't think there's anything more polarizing in the transport world right now than talking about tech and AI and its role in brokerage.

Save that for the end.

We still got a couple of minutes. We can drag this out.

Was there news in the space?

There's a little bit of news.

Give me your take on that. Obviously, we saw a lot of noise last week around that. I think most people have kind of come to a conclusion it was probably an overreaction. But kind of taking a step back, right, it does seem like there's a lot of disruption underway. How is RXO positioned? What -- so I guess, really kind of 2 parts. What have you been able to achieve through AI? What's still left to go? And then how do you see that kind of playing out in a broader sense? It seems like that is one of the major drivers of consolidation in the industry. But even among the large players, there seems to be some differentiation between who might be the winners and who might be the losers or who might be the laggards in that sense. Give us a sense of where RXO is positioned there and kind of for people who are invested in RXO, how do they get comfortable with that risk and that RXO can be a winner in that environment?

I think the fundamental question that you're asking is how do we think about the potential disintermediation risk associated with AI and how does it impact the business? And the reality is that this business is fundamentally built on relationships and service. Our top 20 customers have been with us for 16 years on average. They trust us to make sure that we are servicing their freight throughout all market cycles. And that is something that we take extremely seriously. At the end of the day, you think about the moats that we have around the business, we're operating a 2-sided network across our carrier community and our shippers.

And how do we think about enabling that service, thinking about all of the solutions and services that we provide to be incrementally more sticky to that shipper, whether it's modal conversion between TL and LTL and intermodal, whether it's leveraging a managed transportation sale, whether it's leveraging last mile, middle mile, whether it's customs brokerage, whether it's warehousing, domestic services. There's so much that we offer and the stickiness of that relationship is so important. So I think that's critical to just understand at the core of our business, its relationships, its trust, its service and its proprietary data.

And then you think about how we go ahead and leverage all of that with aggressive investing in technology. We are a tech-enabled organization. We've said that from day 1 since our spin. We are not a tech company. We are a tech-enabled company. So taking those services that we offer, the relationships that we have, the trust that we've built and then applying the $100 million a year that we spend on technology across the 4 pillars that we talk about between volume, margin, productivity and service and doing so not just through typical technology investment, but through transformational AI capabilities. That goes back to the earlier comment that I made when we think about long-term earnings power and the ability to actually add upside to longer-term margins because we're investing so heavily in technology, that's where things get really excited.

So you think about some of the capabilities that we're deploying across the organization from a generative AI standpoint, from an agentic AI standpoint. This business is all about incremental margins. So when we think about last 12 months productivity being up 19%, productivity defined as loads per person per day within our brokerage business on a 2-year stack up almost 40%. How can we decouple headcount growth from volume growth over the long term, so we can add 20%, 30%, 40% of volume for the network with adding a far less rate from a headcount standpoint and having those incremental drop margins drop to the P&L from an EBITDA standpoint. That's where the math is very powerful. So hopefully, that gives you a little bit flavor in terms of how we think about things. I don't know if you want to add anything?

No, I think summed it up well.

So it sounds like the technology is really important, but you see the role of relationships still being kind of paramount within the industry.

100%. This industry is built on relationship with everyone in the organization, at least at RXO we sell. We build relationships with all of our top customers because our customers have such complex needs, it's not transactional. I think that's another key point. This is not a transactional sale. That's not what we're looking for. We're looking to build long-term holistic deep relationships with our customers so we can make sure that we're delivering service and solutions throughout all market cycles.

And you think that's durable 5, 10 years out?

No, I think it's durable. I think that AI is going to help in terms of the competitive moat with respect to the top players in the industry. When we talk about that long tail of brokerages going away and the large brokers that are remaining, leveraging their proprietary data in a way that could help from a profitability standpoint, that can help from a sourcing and capacity standpoint. I mean the application of that data can be so powerful. So I think it's absolutely durable in terms of how we think about the business.

And just think about when the market turns, things do get chaotic and crazy. Shippers are going to want that salesperson that they know they can call 24 hours a day, text 24 hours a day. They just give them reassurance.

And one other thing to mention on that point because I think it's sometimes forgotten when you think about AI risk and you think about digital brokerage -- I mean, digital brokerage risk, what I saw last week reminds me a little bit of 10 years ago where digital brokers are going to go ahead and disintermediate the industry, and we've obviously seen what's happened over the last decade, and that only reinforces our view that the way we think about the business long term is the right way, and it's being proven out time and time again that this is -- the through-cycle economics work because this is all about relationships and service.

But one other thing to keep in mind, and this ties directly into the regulatory environment that we're in with respect to sourcing and capacity, you start up a brokerage and you try and go ahead and envision a world where it's purely digital. You start onboarding carriers purely digitally and you think about not really knowing who you're doing business with on the other side, you talked about theft and fraud. I mean that's something we take incredibly seriously at RXO. So you got to be -- you can't go ahead and join RXO as a new carrier and book your first load digitally. We want to know who we're doing business with. I think that's a really, really important fact where if you think about anyone that's trying to create a digital brokerage, et cetera, and they're just onboarding from a digital perspective, especially in light of the current regulations, you really don't know necessarily which carriers you're actually working with.

We only have a couple of minutes left. I want to make sure we hit on this. You recently restructured your revolving credit facility. Give us some color on why that was done and kind of what's enabled by doing that?

Sure. So we went ahead and we replaced our existing unsecured revolver with our new secured ABL revolver. So went ahead and -- which are securitized by the receivables of the company. Reality is it just increases the flexibility of our capital structure throughout all market cycles. So we're going to go ahead. And with this new structure, we're going to save about 35 basis points from an interest expense perspective relative to the prior structure. And then importantly, when we think about the prior unsecured revolver, they had maintenance covenants -- it had maintenance covenants such as our leverage covenant ratio and our interest coverage ratio.

Those no longer exist. So the availability actually under the new ABL is almost 2x that of the prior unsecured revolver, whereby we have full access to the $450 million ABL, whereas prior under the revolver, we had lower access because of those covenants. So this is -- we're really excited in terms of what that provides in terms of incremental liquidity and flexibility for the company.

Got it. That's helpful to understand. So we don't have a ton of time left. Jared, Kevin, I want to give you guys an opportunity to give some thoughts that bring this all together, how you're thinking about the opportunity going forward at RXO, what are you most excited about? And maybe it would be helpful, and I apologize because it's on my list of questions and I wanted to get to it, but we just didn't have time. The last mile business, the managed trans business, those seem to have a lot of momentum. How does that weave into the kind of broader RXO story?

Yes, we didn't even get to the complementary services. So when we -- I mean, to boil it down as a takeaway, when you think about how RXO is positioned into 2026 and for the long term, I think it's really exciting right now. When you think about the fact that the Coyote integration is materially done and the operations, the technology, the pricing, it's all on one system, and we are looking at a market opportunity that is $400 billion in terms of its size with us as the #3 player. We're entering in 2026 with renewed momentum. We are all about growth, profitable growth. That's what we've been doing for the last 15 years. But now we've got the pipeline to support that heading into '26 with pipeline up more than 50% year-on-year within brokerage.

I think that provides us a ton of momentum in terms of new business wins. We're operating more efficiently. We've taken out over $155 million of costs. So we're going to go ahead and have significant operating leverage, managed transportation within complementary services. We onboarded more than $300 million of freight under management last year, and the automotive business has stabilized and is no longer a headwind. And in last mile, we are -- we had -- while we're dealing with a soft environment from a big and bulky perspective, we continue to take share, and there are significant opportunities within last mile in particular, to go ahead and just improve the profitability as we think about leveraging the hub network more effectively across the organization. So we then combine that with a new ABL facility and a refinanced capital structure. We just refinanced our notes last week. I think we are set up to win for 2026 and beyond.

And I would just wrap up by -- the integration of Coyote is largely complete. we're going to market as one RXO ready for the turn.

Just if I could ask or squeeze one more question in there. So just as we think about some of the pressures that you're facing on, again, that margin squeeze that could happen, are we really looking at -- I think, Jared, you had said kind of tale of 2 halves. Like are we looking at like a second half that looks materially better than first half? And then does that create runway into 2027? Is that what we should really be like excited about? Is that kind of from an investment standpoint, what we should be focused on as analysts as people observing the company?

I think what you should be focused on from an investment standpoint is the normalized earnings power for this business is materially higher from current levels, and we've got enormous tailwinds based on the pipeline, based on our operating structure and how we think about growing this business.

And when we think about the business, we think about it on the long term. We don't think about it quarter-to-quarter. We don't think about it from -- I mean we obviously think about it. But when we think about how we're running the business and what we're striving for in terms of long-term goals, and how our top investors think about it. They think about it through cycle, normalized earnings power. And from that standpoint, you think about the ability for this then to potentially be a multiyear cycle to the extent that, that supply capacity is coming out. I think there are a lot of exciting opportunities ahead for RXO.

That's wonderful. Well, we're certainly excited to see what the up cycle brings and not just for RXO, but for a lot of our companies, we think there's a lot of excitement around what the potential could look like there. So Jared, Kevin, thank you both for joining us, and we are thrilled to have you as well.

Thank you. Appreciate it.

Well, good morning, or almost good afternoon here. Welcome to Day 2 of Barclays Industrial Select Conference. I'm Brandon Oglenski, airline and transport analyst. Next up, we have RXO and joining us from the company is Jared Weisfeld, Chief Strategy Officer; and Kevin Sterling, Senior Market Strategist, Head of IR. And before we get into this, we'll just do the audience response questions really quick. I'm sure if you guys have been through a fireside, just pick up that little remote there. Sorry, Kevin, we don't have one for you. But if you can queue up, question number one, please. Do you currently own RXO? Yes, overweight; market weight; 3, underweight; or 4, no. And go ahead and vote. Appreciate everyone participating, too. Okay. And then question number two. What is your general bias towards RXO right now? Positive, negative or neutral. All right. And then question number three, please. In your opinion, through cycle EPS growth for RXO will be above peers, in line with peers or below peers? All right. Well, Jared and Kevin, thank you guys so much for coming down. I know Drew Wilkerson tried to be here. I guess he's stuck in karaoke session.

Karaoke is room for me forever. But no, Drew is exactly where you want him right now, meeting with customers. So appreciate the invite. Thanks for having us.

Well, thank you again for coming down. And I guess the karaoke joke was really talking to the volatility that your stock and a lot of other asset-light transportation stocks saw last week with a supposed that AI company has built code and going to take over the world. But can you talk to maybe the reality on the ground and even how RXO is actually leveraging AI today?

Absolutely. So the reality on the ground is that when we think about how we're leveraging technology and artificial intelligence, we fundamentally believe that leveraging AI and tech will go ahead and improve the structural margin profile of the company longer term. And we think about it in 2 ways: how we go ahead and improve productivity, how we go ahead and then unlock incremental revenue opportunities. But before I even go there, I just want to back up and talk about just the fundamental premise of our business model is predicated on relationships and service. If you think about the relationships that we have at RXO, we deal with the largest shippers in North America, Fortune 100, Fortune 500, Fortune 1000 shippers, and the top 20 customers on average have been with us for 16 years.

When you think about the service level requirements, you think about dealing with high-tech vertical, you think about dealing with hazmat, you think about dealing with complex needs. The nature of the game is all about exception management and how you service your customer freight throughout market cycles. So we're going to leverage technology aggressively and we're going to do it to the benefit of the P&L. We're going to do it to the benefit of our customers and our shareholders. But at the fundamental core, if you do not go ahead and service your customers' freight exceptionally well built on trust and those relationships, no amount of tech can solve for that.

Okay. Can you talk about earnings that have been a little bit more challenging in the last 2 quarters or at least in the fourth quarter and the guidance for 1Q. It's pretty difficult to be fair. But you guys are effectively saying that you're seeing the squeeze in the market as truckload rates have come up. Can you talk through that dynamic?

Absolutely. I mean -- so if you think about the underlying business model within RXO brokerage, we've got our contractual book of business with the large shippers that I just talked about, and we're 70% plus contractual in nature on the truckload side, and we're dealing with enterprise-class shippers, generally 12-month contracts. We procure our cost of purchase transportation on a spot or transactional basis. And you think about the month of December alone, industry-wide buy rates were up 15% month-on-month from November to December. That's the largest buy rate movement we've seen in the last 16 years from November to December. So when you've got that book of business that's contractual in nature and you've got that buy rates going up so dramatically, that squeezes the impact on our brokerage gross margin. But that's temporal. That happens at every point in the cycle.

We're seeing the impacts of that certainly in Q1, which is always the seasonally slowest quarter for RXO, but then you magnify that, to your point, from a squeeze perspective, which resulted in our Q1 outlook of $5 million to $12 million of adjusted EBITDA, but that's largely mechanical. And this is the squeeze that we've been waiting for, for the last 3.5 years after we've spun out from XPO, we just didn't think we'd get here this way in terms of really a supply shock driven squeeze. The one thing that's missing is an improvement in demand. Because if you think about a typical squeeze, every cycle, you always see the contractual book of business, profitability moved lower, but you'll then have spot loads to help offset. But because this is effectively a supply shock, which we can talk about in terms of all of the recent policies and regulations coming out of the Department of Transportation, which overall is a very long-term positive. You don't have that demand in the near term to help offset.

And Brandon, let me piggyback on that. We're going through bid season. And so you want to put your best foot forward with that customer. And so you want to make sure you're servicing that customer's freight. So we're approaching it from a position of strength, not weakness. You make sure you're there for that customer's service, that customer's freight, and it kind of gives you that advantage going into bid season and to Jared's point, as the market inflects and turns, we're going to be there to clean up on the spot opportunities because we're going to be the first call because the customer knows that, hey, we were there service and that contractual freight. So it's very important, particularly right now with bid season to put your best foot forward.

Okay. But you guys did guide to volumes being negative in the first quarter. Is that right?

So from a Q1 perspective, we guided volumes down 5% to 10% year-over-year. If you unpack that from Q4, we were down about 4% year-over-year. Truckload in Q4 and Q1 will be down about the same amount. We talked about down low-double digits. It's really that LTL component, where we are facing much tougher comps. In Q4, we talked about LTL being up 31% year-over-year. We onboarded a huge book of business in 2025. So when you think about the tougher comps, LTL will be up 5% year-over-year in Q1, plus or minus. So that really is driving the sequential move. I think the biggest takeaway I want to leave you with from the earnings call is that with the integration of Coyote materially behind us, we are entering in 2026 in a much different position relative to 12 months ago.

Our late-stage brokerage sales pipeline is up more than 50% year-over-year. And we wanted to give that stat out there, not something we typically talk about, because we also made the comment that we expect to resume truckload outperformance versus the market as early as the middle of the year. And that's a -- when you think about RXO for the last 15 years, we've been doing that every year except last year. So we wanted to give you some confidence when you think about where our pipeline is. Truckload has been underperforming for the last 12 months for a number of reasons, but we now have line of sight to resuming outperformance versus the broader market as early as the middle of the year.

And I guess, what's giving you the confidence in driving or motivating you to share that stat with us?

We didn't think it was fair to make the statement that we're going to go ahead and claim that we're going to resume outperformance without giving that composition of the backlog up or pipeline up more than 50%. And when you unpack that pipeline, it's materially driven by truckload and this is talking about new incremental business that excludes all incumbency. We're talking about new business with existing customers and new business with new customers being up more than 50%. This is qualified. This is already in pricing. If you think about a broader pipeline, which includes pre pipe, that generally can have a win rate of low-single-digit percentage. This historically is multiples of that. So the confidence level is high in terms of visibility on this new book of business. And when you think about it, over the last 12 months, the first 6 months of 2025, it did take a little bit longer than we expected to stabilize some of the legacy Coyote volume.

But in Q3, it was -- truckload volume was up sequentially. In Q4, it was up sequentially. We'll be down seasonally into the first quarter. But building on that, shippers have confidence that the integration is complete, the service levels are there, the technology is functioning to give us more business, and we're seeing that as a result in bid season.

And Jared, that's going to be starting in the second quarter or when do we think...

The language that we used is as early as the middle of the year. And when you think about just the strength of the pipeline, the success we're seeing in bid season, also think about it just from a comp standpoint or comps on truckload start easing pretty significantly in April. So I think we want to build the framework to think about just outperformance versus the broader market as early as the middle of the year. And then building on that, as we think about just the growth algorithm for RXO, it's truck -- freight brokerage is taking share from asset-based carriers, penetration has gone from mid-single digit to 20% and then RXO gaining share from that overall pie, which we've been doing for the last 15 years, sort of resuming that growth algorithm with the integration complete is where we're focused right now.

And I well, I shouldn't assume, but I guess that, that outlook is coming with higher profitability as well.

Profitable growth is how we're thinking about this business. It's how we've always thought about this business. And I think not only are we driving profitable growth in terms of pricing in line with market, procuring transportation effectively, driving strong margins, but then also making sure that we see real operating leverage. We've taken out more than $155 million of costs post spin from XPO back in the back half of 2022. So as we think about going ahead and driving incremental top line growth, doing it in a way where volume growth is decoupled from headcount growth to really drive some strong contribution margins.

Okay. And that could show up as early as mid this year?

The big wildcard that we don't know is demand, right? But -- so there are certainly reasons to be optimistic heading into this year, you look at the ISM reading from 2 weeks ago, the new orders component, the highest level since 2022. You look at consumer confidence moving higher over the last couple of weeks. You look at any kind of stimulus that might happen as a result into midterms. Inventories are generally pretty lean across the supply chain. So I think it is a pretty healthy backdrop from a -- potential backdrop from a demand standpoint. But I go back to what we're just talking about earlier. We're not waiting for demand to improve with -- the organization is moving full speed ahead in terms of driving growth in the business organically right now. And you look at what we have accomplished in terms of the strength of that pipeline growth from new and existing customers, we feel really good about the opportunity ahead of us.

And Brandon, think about it like this, too, post Coyote the foundation is set. We -- we went very fast to integrate Coyote. Now we're pretty much fully integrated. We're ready to capitalize on this market as it's turning. So it's like building a house, you got to build the foundation first.

David, did you have a question?

Yes. I guess one question. You mentioned on the supply side earlier. I mean if we assume the government regulations is going to hit kind of at the lower end of the trucking market, maybe people that aren't as compliant with all the rules and regulations, most of your carriers are. Do you feel like that's an opportunity for larger brokers like RXO to take a little bit more share and that you'll have more of your carriers available relative to what a smaller broker might?

It's a great point, David, and the answer is absolutely yes. If you look at the RXO network, it's almost 120,000 carriers. And if you look over the last 6 months, industry-wide tender rejections went from mid-single digits to as of this morning, 14%. And that is all in the backdrop of a muted demand environment, which I think speaks to how much capacity has come out structurally due to all of the changes that have happened at the Department of Transportation, which is a very long-term positive with respect to safety, fraud and theft and ultimately just a healthier supply-demand balance. And then you look at one of the competitive advantages for a broker like RXO in terms of access to this massive amount of capacity and you think about it because it's not just about having the mass amount of capacity, it's about having high-quality capacity, especially if you're dealing with verticals that are incredibly, in some cases, difficult to cover freight when you think about high-value tech.

You think about hazmat. You think about nuances associated with any particular type of freight, our shippers want to make sure that they're dealing with high-quality carriers. We'll have shippers that want to make sure when they go ahead and we're covering freight. Not only are we going to go ahead and give them background on the carrier that we're using, they'll sometimes want to see a license of what that -- of the individual driver matching all the documentation. You cannot go and drive for RXO with your first load digitally, just to give a sense in terms of the compliance procedures that we have internally. We want to get to know our carrier. It's a trusted partnership across the board.

And think about it, too, from a perspective, like maybe some smaller brokers who were using some of this capacity out there that wasn't quite legal per se, whereas us and other large brokers, it's more of a level playing field now. We kind of -- we have to use high-quality carriers and everything. But now the government is leveling the playing field, by taking out some of this fringe capacity.

That's also a great point. You think about some of the -- I mean, there are 20,000 brokers that are out there. But the top 9 represent almost half the market. So if you think about any of these smaller brokers that were leveraging this capacity that's no longer valid, their business models now go away. So I think it speaks to the moat that gets created, especially for the larger brokers that are out there.

And then on the gross piece, I mean, previously, you talked about double-digit volume growth as being a kind of medium-term goal. Do you have a line of sight to getting back to that type of goal?

Absolutely in terms of how we think about the growth algorithm for the business. I think we think about it more from the standpoint of outperformance versus the market throughout market cycles. And historically, RXO has grown about 1,000 basis points above market. I think we've talked about with Coyote, law of large numbers as the #3 provider of brokerage transportation, maybe that comes down a little bit. But certainly from where we are right -- in terms of outperformance versus the market. But from where we are right now, you look at our truckload volume in 2025 with respect to being down double digits, the base at which we're operating from, we've now stabilized the volume. The pipeline is incredibly strong at up more than 50% year-on-year, line of sight to significant onboardings, existing and new customers and then growing as a percentage of that because you look at RXO's share and you look at overall freight brokerage share, both are still very low in what is an underpenetrated industry, and we are still in very early days in terms of adoption of brokerage as a service.

And Jared, I hate to harp on this, but I guess could there still be a circumstance where maybe your volumes aren't necessarily up but just outperforming the market later this year? Is that the message you're potentially sending?

The message we're sending is that we have very strong confidence in terms of outperformance versus the market. I can't tell you what demand is going to do in 3 months from now, 6 months from now. I think we'll all look at the cash freight index, which I think is a good barometer of what's going on out there. And in Q3 and in Q4, RXO truckload outperformed on a sequential basis, the cast freight index, overall volume growth outperformed driven by the strength of LTL. And when we look at the strength of the pipeline, I think our confidence level is extremely high that we're going to outperform the market. What the market is actually doing, I can't control. But when you think about the diversified book of business that we have, 20% industrial, 25% retail e-commerce, 20% food and beverage, automotive at high-single digit. I think there's a lot of reasons to be optimistic heading into 2026.

And Kevin, from your perspective, the demand just hasn't improved yet in the current environment?

It hasn't and just think about -- you and I have been doing this a long time. Have you ever seen an environment like this where tender rejections, load-to-truck ratios go up like this without demand? It tells you it's all supply driven, right? And so you think about some of the drivers of demand that could occur this year and while we're optimistic and housing, what is it? 7 to 8 -- every new house is built 7 to 8 new truckloads of freight, you saw the positive ISM. So if we get that demand on top of all the supply that comes out, it's not going to take much on the demand side to really drive this market higher. And so that's exciting. And one other point, too, and I think when you go back and look at previous cycles, like for instance, in '17, when ELDs said it probably took out about 4% to 5% of capacity. I think what you're seeing now is going to take out a lot more than that. And '18 was a great year for freight, a great year for stocks, but didn't last long because all this capacity came flooding into the market.

Now we realized it wasn't -- it's kind of the shadow a fringe capacity. But think about like '04, '05, '06, that was a great -- those were great freight years. Cycles that lasted a couple of years. Truckers would tell me even the mid-90s cycles would last 3 and 4 years. Supply comes back, but it came back more rational. I think we're getting to a point where a lot of the supply is coming out, it's more permanent in nature, and we will see a supply response, but it's going to be more rational. So we get that demand, we could see cycles like we used to 20 years ago.

Is this something where you can go to your customers though and say, look, the price for entry has changed, and we need to get more from you or...

Customers are very well aware of what's going on in terms of non-domiciled capacity, English language proficiency and what that's resulting in, in terms of the broader market. So we've talked about 2026 contract rates being up low to mid-single digits year-over-year. As bid season has progressed, I think it's safe to assume we're now more inflationary than not relative to 3 months ago because the market has changed in a pretty big way and the fact that we're sitting here middle of February to Kevin's point, in what is the weakest demand environment of the year seasonally. And we're sitting at 14%, 15% tender projections, speaks to how much capacity has come out and I think the language that we used a couple of weeks ago on the earnings call was the market is extremely fragile from a supply-demand standpoint.

It will not take much demand to go ahead and really alter the state of supply versus demand and where that equilibrium is. So when we think about having those conversations with our shippers, we need to make sure that we're able to service their freight. We also need to make sure that we're earning a fair margin. So I think it's a very dynamic conversation. It's 2 ways. It's iterative. Our top 20 customers are not with us for 16 years on average. It's not a coincidence, right? We do that because it's a true partnership throughout all market cycles, working with customers to make sure that we can service their freight. And to that earlier point, when you think about a fragile balance between supply and demand, if there is any improvement in demand, you can certainly start to see some pressure on these waterfall routing guides, which we really haven't seen from a shipper standpoint in about 4 years.

So it is certainly something that we need to make sure that we are educating our customers about and we're working with them to make sure that we're creating solutions and services to be able to provide to them.

All right. Can you talk to the results at Coyote because we had pretty big ambitions when you guys bought it, but obviously, we know where the earnings picture is today. And on top of that, I guess, synergies have been realized, but can you talk through maybe some missteps there? Or how maybe you could have done it differently?

So on the -- I'll take the second part first. So we moved very quickly, never let a good downturn go to waste. And we moved expeditiously with respect to the integration. So this is one of the largest integration that's ever occurred within the asset-light space, and we were materially complete within 12 months. Operations, technology, people, pricing, all now on one system. So to be able to go ahead and operate in this environment and then potentially operating in a tighter environment being on one system and having that behind us is a huge competitive advantage heading into 2026. So when you think about the integration, it's been a very strong result in terms of being able to do that so quickly and retention of talent has also been strong in terms of voluntary turnover.

We talked about being in the low to mid-single-digit percentage. We've retained almost every individual that we want to be part of the combined organization really going in eyes wide open. Doesn't matter if your legacy RXO or legacy Coyote, who is the most talented individual that can help deliver stronger returns for customers and shareholders over time. That's really the approach that we took. So from a synergy standpoint, we talked about $60 million of operating expenses out of the model that is fully realized heading into 2026. The total synergy number was $70 million, split between $60 million operating expenses, $10 million CapEx. We did announce another new initiative in Q4 of last year with the synergies being complete in terms of additional opportunities to take out more costs about $30 million of operating expenses, of which there was a partial impact in Q4.

You'll see the full run rate of that realized in 2026 versus 2025. So we are really operating very efficiently right now to drive significant margin improvement when we do have better top line growth. And even irrespective of the broader environment, the fact that our pipeline is up so strongly, we're going to be able to drive some really strong contribution margins. To the first part of your question in terms of overall results, no doubt about it. As well as the operational integration has gone, financial results are behind where we thought they'd be. And when you think about what's happened in the model, I think 2 things. One, we talked about how it took a little bit longer than we expected to stabilize the Coyote volume. But encouragingly, we saw sequential volume growth on the truckload side in Q3 and in Q4 and have done a really good job staying close to our customers to drive really strong pipeline.

And when we think about the gross profit per load, which is the other side of the equation, I mean, in the month of December, when you think about just how the book of business works, we talked about earlier, December buy rates were up 15% for the industry versus November. And you have a squeeze on your brokerage gross margin. Our truckload gross profit per load was 30% below our 5-year average, excluding the highs from COVID. So when you get that kind of deleveraging in the model, we do have below gross profit line, a pretty fixed cost structure, where 2/3 of our costs are fixed or semi-fixed. So when you have gross profit that's declining because of gross profit per load, you can't cut it off calls [indiscernible] want to because we want to make sure that we're able to service customers during the upturn. So that really was the -- those were the 2 main drivers.

And all that deleveraging, you've seen that Jared's talking about, it will flip when the market turns. That's -- it will be will be on the upside of the operating leverage.

Okay. I think you guys had spoken to purchase transportation synergies as well. So how do you put that in the context of that gross profit per load being down 30%?

Yes. So on the COP -- so if you think about some of the synergies we talked about as a result of the Coyote acquisition. Number one was on the cost side. When we talked about $70 million of cash synergies that have been realized. And then you talk about purchase transportation. And purchase transportation is going to be not as explicit as cost because it's going to be a relative concept. So it depends on what's happening in the market. If you're in a tightening environment like we're the one that we're in right now, it's more about cost avoidance, i.e., opportunity cost of -- or cost avoidance in terms of not flowing through the P&L.

If you think about a loosening environment, you can bring down PT faster and then you'll have that realized P&L flow through the P&L. So from a COPT standpoint, we talked about 100 basis points of improvement when we're all said and done, I think we talked about a couple of quarters ago being up 30 to 50 basis points since we did the carrier cutover on May 1 of last year. And I think we're -- we feel very confident in terms of the path towards that 100 basis points, but you also have to remember, it's also an iterative process where you think about the carrier reps at legacy Coyote who we decommissioned the old tech platform, Bazooka. We transitioned everyone to RXO Connect and Freight Optimizer, our internal proprietary system.

There's a learning curve, right? If I would take everyone's Bloomberg terminal away in the audience and replace it with a different tool, it would take some time. So you just sort of think about that learning curve, getting to know the freight that's on the network, getting to learn the tools. And then we talked about last call in particular, continuing to augment a lot of the capacity that we have, one of the great benefits associated with Coyote was their access to dedicated and private fleet capacity, which comes at a structural cost advantage. So continuing to augment capacity and bring that into network, I think there's a lot of opportunity to continue to improve our PT and buy versus market.

If we could queue up question number 4 for the audience, only a few minutes left here. In the back, question four, please? In your opinion, what should RXO do with excess cash? Bolt-on M&A, larger M&A, share repurchases, dividends, debt paydown or internal investment? And Jared, while get the response to this, you do run relatively higher CapEx compared to some of your competitors. Can you talk about the components of that?

Sure. So if you think about our capital expenditure profile, last year, we gave a range of $65 million to $75 million. We actually came in nicely below the range at $57 million. This year, we got it to a further reduction to $50 million to $55 million in CapEx. If you think about the business of our scale, to be -- the beautiful part about the model is that we're going to spend about $50 million to $55 million in CapEx this year through cycle, $50 million is probably the right way to think about it. And I think you got to look at it in the context of normalized earnings, where whether or not we're doing $200 million of EBITDA or whether we're not -- whether we're doing $500 million or $600 million of EBITDA, that CapEx profile is not going to differ materially. It will go up a little bit, certainly with the higher profitability levels as we invest into the business.

But that speaks to the free cash flow generation characteristics of the company, where you think about $500 million type of EBITDA number in the context of our fixed cash outflows between $50 million of CapEx and $30 million of interest expense that can generate a lot of cash flow. And to Kevin's earlier point, we get to a world where cycles are lasting for more than 12 months. That's a lot of cumulative cash flow that can build on the balance sheet.

Okay. In the back, question number five. If the audience doesn't mind here. In your opinion, what multiple of 2026 earnings should RXO trade? We have the ranges there, you all can vote. Unfortunately, there's not a lot of EPS this year, I think. But I guess we're trying to turn that around, right? Okay. And then question number 6, please. What do you see as the most significant share price headwind facing RXO? Core growth, margin performance, capital deployment or execution and strategy?

All right. Well, gentlemen, thank you for coming. And Jared, we just have 1 minute left here. I don't know what can you leave us with? It sounds like things are looking better as we get through 2026 for RXO. Is that fair?

Yes. I mean if I had to leave you with one impression, we are entering in 2026 with significant momentum in the core brokerage business. Our pipeline is up more than 50% year-over-year. That's late-stage pipeline that's attributable to incremental growth above and beyond the base business. The integration is behind us. We are focused on growth [indiscernible] that can allow for significant margin improvement. So when you think about just the core algorithm for RXO, it's profitable growth and driving significant cash flow and earnings growth over the long term, and we're pretty well positioned heading into this year and beyond.

All right. Well, thank you both for coming down. Appreciate it.

Appreciate it. Thanks, Brandon.

Appreciate it. Thanks, Brandon.

Welcome to the RXO Q4 2025 Earnings Conference Call and Webcast. My name is Ina, and I will be your operator for today's call. Please note that this conference is being recorded.

During this call, the company will make certain forward-looking statements within the meaning of federal securities laws, which, by the nature, involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those in the forward-looking statements. A discussion of factors that could cause actual results to differ materially is contained in the company's SEC filings as well as in its earnings release.

You should refer to a copy of the company's earnings release in the Investor Relations section on the company's website for additional important information regarding forward-looking statements and disclosures and reconciliations of non-GAAP financial measures that the company uses when it's discussing its results.

I will now turn the call over to Drew Wilkerson. Mr. Wilkerson, you may begin.

Good morning, everyone. Thank you for joining today. With me here in Charlotte are RXO's Chief Financial Officer, Jamie Harris; and Chief Strategy Officer, Jared Weisfeld.

This morning, I want to cover 3 key points. First, we continue to take decisive actions to mitigate the effects of the prolonged soft freight market and significant capacity reductions, which are squeezing our brokerage gross margin. We have a rigorous, disciplined approach to optimizing our cost structure and our gross profit per load. We're taking steps to augment our carrier base, grow brokerage volume, grow businesses that are stable sources of EBITDA and leverage our deep customer relationships and last mile hub network to design unique solutions for customers.

Second, we've got a strong brokerage late-stage sales pipeline for new business, which grew more than 50% year-over-year. Most of that growth is driven by full truckload. Our managed transportation business continues to win and also has a very strong pipeline.

Third, we finalized a new asset-based lending facility which replaces our revolver. Our new facility is right-sized for our needs, decreases our cost and provides us with increased flexibility across all market cycles.

Now let's discuss our fourth quarter results. In brokerage, overall volume declined by 4% year-over-year. Less than truckload volume growth of 31% was more than offset by a 12% decline in truckload volume. Brokerage gross margin was 11.9%. In complementary services, managed transportation was awarded more than $200 million of freight under management, and last mile stops grew by 3% year-over-year. Complementary services gross margin was 20.2%.

Overall, RXO's EBITDA was $17 million in the quarter, below our expectations, primarily due to a more pronounced brokerage margin squeeze towards the end of the quarter. This was primarily driven by capacity exits, which led to the largest November to December increase in industry-wide buy rates in 16 years. In December, rates increased by about 15% month-over-month, much faster than our contractual sale rates.

At the same time, demand remains soft, with not enough spot loads to offset the rise in purchase transportation costs. [ Sonar ] tender rejections and the load-to-truck ratio reached the highest levels of the year in December and both increased further in January. Because our book of business is largely contractual with enterprise customers, this affected our near-term brokerage gross margin performance. That said, winning contract business is a hallmark of our brokerage model because it positions us to win accretive spot opportunities, mini bids and special projects.

The capacity reductions in the industry represent one of the largest structural changes to truckload supply since deregulation, and should set the market up for a sharper inflection when demand recovers. The regulatory actions will also help improve the overall safety of the industry as well as help combat theft and fraud, but they do put pressure on near-term results.

We're continuing to take decisive actions to navigate the market. Specifically, we remain disciplined when it comes to cost and optimizing our gross profit per load. We're expanding alternative sources of capacity like private fleets to help reduce buy rate volatility. We're working closely with our customers to optimize volume, service and price this bid season. We're also working to convert the strong late-stage brokerage sales pipeline, and we're developing more creative ways to leverage our hub network within last mile to provide customers with customized middle mile solutions.

I remain extremely positive about the actions we're taking to mitigate this part of the freight cycle and all those we're taking to position RXO for future outperformance. More importantly, now that we're past the bulk of the integration, we're more unified than ever with the singular focus on returning to growth mode, leveraging our scale and outperforming the market. We'll do that through our differentiated approach to sales and customer service and our unified tech platform.

Our multilayered sales team focuses on building exceptional customer relationships. This helped us grow our late-stage brokerage sales pipeline by more than 50% year-over-year, strong momentum as we start 2026. This pipeline is composed of high-quality new names and long-tenured existing enterprise customers, for which we have built successful solutions in the past.

While bid season is not yet complete, we've seen early wins. The strength and makeup of our pipeline gives us confidence that we will resume year-over-year truckload volume outperformance as early as the middle of this year. In managed transportation, we also continue to win. We were awarded more than $200 million in freight under management in the fourth quarter and still have a very robust pipeline of opportunities. These wins will result in increased synergy loads to RXO's other lines of business.

We're very proud of the strength of our customer relationships across RXO. Recently, we received awards from blue-chip customers, including Kellanova, [ Lowe's ] and Electrolux.

Another reason I'm excited is our team is now operating on an integrated platform, which includes our CRM, our pricing tools and our proprietary systems, RXO Connect and Freight Optimizer. The integration work we've done over the past year is now providing unparalleled visibility for our sales and operations team. It has enabled us to leverage decades worth of proprietary data from both legacy RXO and legacy Coyote to power our pricing algorithms and recommend the best truck for each load.

We're positioning RXO for the long term through our investments in transformational AI capabilities. Our vision is that RXO will lead the next decade in freight by arming expert people with the best-in-class intelligence to solve problems before they happen, delivering a level of speed and flexibility that makes the old way of thinking unimaginable. Later in the call, Jared will talk more about the rapid progress and real results we're seeing from our initiatives.

RXO has a strong balance sheet, and we took steps in the fourth quarter to further improve our capital structure. We finalized a new asset-based lending facility which replaces our revolving credit facility. We have tailored the new facility to better align with our business needs, securing better pricing and greater financial flexibility across all parts of the market cycle. Jamie will walk you through these details later.

In summary, we continue to take strategic actions to better position RXO for both the short and long term. I remain confident in RXO's ability to deliver outsized earnings growth driven by 5 key factors. Scale. Scale allows us to purchase transportation more effectively. Our technology platform and the Coyote acquisition have helped decrease our cost to serve by more than 20% since our spin. We also expect buy rate favorability to continue improving.

Profitable growth. We're focused on gaining profitable truckload market share, and we're expanding the parts of our business that are stable sources of EBITDA like managed transportation, SMB and LTL. In the fourth quarter alone, LTL volume grew 31%, the fourth consecutive quarter of double-digit growth, underscoring our momentum in this area.

Technology. We invest over $100 million annually in our best-in-class tech, all in service of achieving our future state tech vision which will be driven by AI. Once fully implemented, our capabilities will fundamentally change how our people get work done, and provide customers with a faster, more seamless way of managing their freight.

Cash generation. Our asset-light model is resilient. Despite soft market conditions, we achieved adjusted free cash flow conversion of 43% in 2025 within our long-term target rates.

Cost structure. Since becoming a stand-alone company, we've taken out more than $155 million in cost through targeted initiatives, including AI investment, real estate optimization and productivity. We're not done yet. Notably, brokerage head count declined by a mid-teens percentage year-over-year. Over the last 12 months, we also achieved a 19% increase in productivity. Our streamlined operations will provide us with substantial operating leverage.

While we're not satisfied with near-term results in this soft environment, we're very excited about the path ahead for RXO. We've shifted from integration mode and are returning to growth mode to take advantage of our larger scale. We continue to adhere to the formula that has driven our success for over a decade, exceptional service, comprehensive solutions, deep customer relationships and cutting-edge technology. RXO has a unique algorithm for long-term growth.

Now Jamie will discuss our financial results in more detail.

Thank you, Drew, and good morning. Let's review our fourth quarter and full year performance in more detail.

For the quarter, we reported $1.5 billion in total revenue, gross margin of 14.8%, adjusted EBITDA of $17 million and adjusted EBITDA margin of 1.2%. Gross margin and adjusted EBITDA were negatively impacted by the increase in cost of transportation within our brokerage business and soft demand within last mile. Our interest expense was $9 million. For the quarter, our adjusted loss per share was $0.07. You can find a bridge to adjusted EPS on Slide 8 of the earnings presentation. Of note, we had a $12 million goodwill impairment associated with the restructuring of our express service offering within our managed transportation business. This impairment was noncash.

Turning to our lines of business. Brokerage revenue was $1.1 billion and was down 14% year-over-year due to continued soft freight market conditions. Brokerage represented 72% of total revenue in the quarter.

Cost of transportation increased in the quarter due to the tightening of the full truckload market, primarily driven by regulatory developments and associated capacity exits. This occurred without a meaningful corresponding increase in sales rates, [ our ] sufficient spot opportunities causing a margin squeeze on our contractual book of business. Jared will provide more details later in the call. Given the market tightening and resulting margin squeeze, brokerage gross margin was 11.9%, slightly below the low end of our outlook. Brokerage gross margin declined 160 basis points sequentially and 130 basis points year-over-year.

Complementary services revenue in the quarter of $431 million was flat year-over-year and represented 28% of total revenue. Complementary services gross margin was 20.2%, down 110 basis points sequentially and 90 basis points year-over-year, primarily due to weakening demand within last mile and the impact of the fixed cost structure of our last mile hubs. Within complementary services, managed transportation generated $133 million of revenue in the quarter, down 6% year-over-year. Encouragingly, our year-over-year automotive headwind eased as company-wide automotive gross margin dollars declined by low to mid-single-digit percent year-over-year.

Our last mile business generated $298 million in revenue in the quarter, up 3% year-over-year. Last mile stops also grew by 3%. As we communicated during our last call, big and bulky demand weakened towards the end of the third quarter, and that continued throughout the fourth quarter.

Turning to the full year. We reported $5.7 billion in total revenue, gross margin of 16.2%, adjusted EBITDA of $109 million and an adjusted EBITDA margin of 1.9%.

Now let's discuss cash. We ended the quarter with $17 million of cash on the balance sheet, in line with our expectations. Cash decreased by $8 million sequentially, with no change to the revolver balance. As a reminder, in the quarter, we made our semiannual bond payment of $13 million and we had a $9 million cash usage associated with restructuring, transaction and integration activities.

For the quarter, our adjusted free cash flow conversion was 6% and for the trailing 6 months, it was 39%. As you can see on Slide 9, adjusted free cash flow for the year was $47 million, yielding a solid 43% conversion from adjusted EBITDA. This was primarily driven by disciplined strategic capital deployment and favorable working capital. Net CapEx for the year was $57 million compared to our outlook of $65 million to $75 million. We also harmonized working capital processes across the organization. Given our asset-light business model, we remain confident in a 40% to [ 60% ] conversion over the long term and across market cycles. We're very pleased with our full year conversion at this point in the freight cycle.

Turning to Slide 10. Quarter end net leverage was 3x LTM bank adjusted EBITDA. Our LTM EBITDA [ maybe ] lower as profitability was impacted by the brokerage gross margin squeeze.

On Slide 11, I'd like to spend time walking through our new asset-based lending facility which we announced this morning. The ABL is a $450 million facility and replaces our previous $600 million revolver. The ABL provides us with more flexibility through all market cycles.

There are a few important points and key benefits associated with the new ABL facility. First, we intensely structured the credit facility to $450 million of capacity based on the needs of the business, saving approximately $400,000 of annual unused commitment fees. This facility also has a $200 million accordion feature available. We have access to 100% of the facility to use for our cash needs and letters of credit requirements. At current utilization levels, our interest rate is approximately 35 basis points more favorable. Lastly, all covenants under the revolver, including the leverage and interest coverage covenants, have been replaced with a fixed charge covenant that has minimal impact on our ability to borrow.

Now let's move to Slide 16 and discuss our outlook for the first quarter and our full year 2026 modeling assumptions. Similar to last quarter, our outlook continues to reflect weak freight demand across all our lines of business. Within our brokerage business, we're not assuming a meaningful increase in either spot opportunities or sell rates in the first quarter. Additionally, our outlook reflects elevated purchase transportation costs. For the combined company in the first quarter, we expect to generate between $5 million and $12 million of adjusted EBITDA. Jared will provide more details on our outlook shortly.

For our 2026 modeling assumptions, we expect the following: CapEx to be between $50 million and $55 million; depreciation expense between $65 million and $75 million; amortization expense between $40 million and $45 million; stock-based compensation between $25 million and $35 million; net interest expense between $32 million and $36 million; and cash tax outflows of approximately $6 million to $8 million. We anticipate restructuring, transaction and integration expenses to be between $25 million and $30 million. It's important to note that approximately 1/3 of these expenses relate to actions taken in prior periods. The associated cash outflow with these actions is expected to be approximately $30 million to $35 million, about half of which is related to prior periods. We expect a fully diluted share count of approximately 170 million shares.

To summarize, while elevated purchase transportation costs are squeezing our contractual brokerage gross margin and impacting profitability, this is a positive development for the long-term health of the freight market. As we think about the macro economy, we continue to see many developments that have the potential to stimulate demand. These include lower short-term interest rates, new tax legislation, proposals for housing affordability and domestic investment announcements.

As an example, [ Monday's ] ISM report showed many positive developments in the manufacturing data, a key leading indicator for the U.S. economy, the transportation industry and an important vertical for RXO. Specifically, U.S. manufacturing activity in January expanded by the most since 2022. While it's difficult to predict the timing of the demand recovery, any significant improvement in demand could set up for a sharp inflection, and RXO is well positioned to benefit.

Now I'd like to turn it over to Chief Strategy Officer, Jared Weisfeld, who will talk in more detail about our results and our outlook.

Thanks, Jamie, and good morning, everyone. As I typically do, I'll start with an overview of our brokerage performance in the quarter. Overall brokerage volume declined by 4% year-over-year, outpacing the cash freight index, which declined by 8% year-over-year. LTL volume increased by 31% year-over-year and represented 26% of brokerage volume in the fourth quarter.

Truckload volume declined by 12% year-over-year and represented 74% of brokerage volume. As a percentage of our brokerage business, truckload volume increased by 500 basis points sequentially. As a reminder, in support of a seasonal ramp with some customers, our brokerage business typically sees higher truckload volume in the fourth quarter when compared to the third. Truckload volume was impacted by our continued efforts to optimize price, volume and service with our customers as well as broader market weakness.

Let's now discuss what we saw within the verticals we support within our truckload business. Industrial and manufacturing trends continue to outperform our broader truckload trends. Volume within this vertical declined just 1% year-over-year, benefiting from some special projects and opportunities. We remain well positioned to capture our customers' special project freight due to our close relationships and excellent service.

As Jamie mentioned, the year-over-year headwind in our automotive business eased in the quarter. Automotive volume and brokerage declined by a mid-teen percentage, easing from declines earlier in the year of almost 30%. And from a company-wide standpoint, overall automotive gross margin declined by only a low to mid-single-digit percentage.

Contract volume was 72% of our overall truckload volume in the quarter. Contract business increased by 100 basis points sequentially. Spot represented 28% of our truckload volume in the quarter. Total spot volume on an absolute basis increased slightly sequentially as we capitalize on some additional spot opportunities. However, these were not meaningful enough to offset the significant margin compression in our contractual business. I'll talk more about this shortly.

Before reviewing our financial performance and market conditions in more detail, I'd like to highlight the results from our transformational AI efforts that Drew described. We deliver technology that drives improvements across 4 key pillars: volume, margin, productivity, and service.

During the quarter, we made progress further enhancing our AI capabilities across each pillar. We recently introduced a new proprietary AI spot quote agent, which will unlock an incremental margin opportunity. We continue to make improvements to our pricing engine. And in the quarter, we extended pricing tooling with increased automation and launched the contract pricing model view for enhanced decision-making. We rolled out agentic AI capacity sourcing in the quarter as we continue to attract qualified carriers to the RXO platform. And we also automated thousands of tracking updates via agentic AI tooling and delivered a generative AI assistant to support customer sales and operations.

Here are some of the results we achieved. We saw a 24% increase in digital bids per carrier with a new AI-based load recommendation in RXO Connect. We enhanced our theft prevention processes across thousands of loads in high-risk cargo areas by deploying an agentic AI solution, and we performed thousands of customer tracking updates in the quarter by leveraging agentic AI. We're applying AI to structurally improve the long-term margin profile of the business.

Let's now review our brokerage financial performance and market conditions in more detail, starting with revenue per load on Slide 12. In the fourth quarter, truckload revenue per load trends remain muted. Year-over-year revenue per load, excluding the impacts of changes in fuel prices and length of haul, increased by 1%. This reflected a continued weak demand environment and limited accretive spot opportunities. Additionally, our cost of purchase transportation increased at a faster rate than revenue per load.

Let's discuss that more on Slide 13, which shows brokerage margin performance. Truckload gross profit per load decreased by 10% from November to December alone as margins in our contractual book of business were squeezed. This squeeze was due to a significant tightening of the truckload market in the fourth quarter, and industry buy rates were up 15% in December, month-over-month. Industry KPIs also moved higher, which has persisted into the first quarter. In fact, this week, tender rejections exceeded 13%, a level not seen since early 2022.

Tighter market conditions have been primarily driven by supply side dynamics as overall demand remains soft. This tightening in supply is largely due to enforcement actions related to nondomiciled CDLs and English language proficiency. Specifically, following regulatory changes effective in June of last year, English language proficiency violation rates have climbed back to pre-2016 levels, near 3%, with the out-of-service enforcement rate spiking to over 30% from less than 5%.

Turning to Slide 14. As we just discussed, truckload gross profit per load declined in the fourth quarter given tighter capacity and continued soft demand. Our truckload gross profit per load in the month of December was about 30% below our 5-year average, excluding [ COVID highs ].

Moving to Slide 15. RXO's LTL brokerage volume continues to outperform the broader LTL market. In the quarter, LTL gross profit per load also improved sequentially. We continue to grow our LTL business with existing truckload customers and new customers that trust us with their freight because of our excellent service, increasing the stickiness of these relationships.

I'd now like to look forward and give you some more details on our first quarter outlook. We're assuming continued soft demand across all our lines of business. Starting with brokerage. We expect total brokerage volume to decline 5% to 10% year-over-year. It's important to note that our truckload volume has stabilized. On a sequential basis, we outperformed the cash freight index in the third and fourth quarters. While we do anticipate truckload volume to seasonally decline in the first quarter, given the strength of our late-stage brokerage pipeline, we expect our truckload volume to resume its year-on-year outperformance versus the market as early as the middle of the year.

Turning to LTL. We expect LTL to grow by mid-single-digit percentage year-over-year. Recall, we have tougher comparisons due to the large LTL onboarding from last year, and year-on-year growth can be lumpy depending on new customer wins.

Moving to truckload gross profit per load. In January, market conditions tightened to the highest levels in 4 years, and we captured incremental spot opportunities, helping to mitigate some of the margin pressure on the contractual book of business. This resulted in January brokerage truckload gross profit per load slightly higher when compared to December. We expect tight market conditions to persist for the remainder of the first quarter. We anticipate that brokerage gross margin will be between 11% and 13% in the first quarter.

Let's now talk about complementary services. Managed transportation has strong sales momentum. However, please note that Q1 is seasonally a softer period for managed transportation. In last mile, we expect big and bulky demand weakness will continue. We expect last mile stops to be down mid-single digit percent year-over-year. The first quarter is also typically the weakest quarter for last mile.

Putting it all together, we expect RXO's first quarter adjusted EBITDA to be in the range of $5 million to $12 million. The main drivers of the sequential decline from the fourth quarter to the first are the seasonal decline in truckload brokerage volume and last mile. The winter storms also impacted the month of January.

To close, capacity exits and tighter market conditions are impacting the near-term profitability of our brokerage business. This supply-side shock is a result of continued enforcement of non-domiciled CDL restrictions and English language proficiency. These changes represent a major structural change to the industry, which we expect will lead to an increased freight rate environment. Continued enforcement will also improve safety and reduce theft and fraud. Longer term, this is a very positive development for large-scale brokerages like RXO that have access to massive high-quality capacity.

While the current demand environment remains soft and it's difficult to predict the timing of the recovery, the supply-demand balance in the industry is fragile, with generally lean inventory positions. Any significant improvement in demand could set up for a sharp inflection. We are also not waiting for the market recovery. We are taking aggressive actions to improve results, including reducing buy rate volatility, going after new profitable truckload volume, growing our SMB business, growing stable sources of EBITDA, including LTL and managed transportation, and leveraging our hub network. With our focus on best-in-class service and continued investment in transformational AI capabilities, we are well positioned to drive significant long-term earnings and free cash flow growth.

With that, I'll turn it over to the operator for Q&A.

[Operator Instructions] And your first question comes from the line of Ravi Shanker from Morgan Stanley.

So Drew, you mentioned the 50% increase in the late-stage brokerage pipeline. Can you just unpack that a little bit? What drove that? What kind of customers are they? What kind of timing do you think will that start to come on? And what kind of pricing is that it like?

Ravi, when you look at the pipeline apples-to-apples from last year, it's up more than 50%. And I think it speaks to the focus of the team. Last year was a big year for us in terms of the integration of Coyote into the organization. It's the largest acquisition that has ever happened in the brokerage space. And this is all about us returning to what we do. It's returning to growth mode for the organization. It speaks to the strength of the relationships that we have with our customers. Our largest customers have been with us for more than 15 years on average. So a lot of the pipeline is existing customers. And then we do have some new names in there as well. And these are big new names and attractive new names to do business with.

For us, the pipeline is important because you don't get the spot opportunities without having a significant presence on the contract side. And so when you look at that, that's a huge opportunity for us.

Your second part on the timing, the bids are typically implemented throughout the second quarter, which is why we speak to the optimism and the confidence that we've got about being able to return to outperforming the truckload market around the middle of the year.

On the pricing side, I think in line with what most other public companies have said, you're talking about something on the contractual side in the low to mid-single digits. On the spot side, we expect it to be significantly more than that.

Got it. And then maybe as a quick follow-up kind of on the AI initiatives you spoke of what you're doing there. I think late last year, you had spoken about a kind of midyear inflection in that productivity coming through. Can you just talk about what the second half of the year looks like? And maybe kind of how much this AI is helping with our SMB outreach?

Ravi, it's Jared. So we are making significant progress with continued investment in transformational AI capabilities. We really look at it across 4 key pillars: volume, margin, productivity, and service. And you hit it right on the head because it's really 2 components. When we think about the ability to go ahead and improve the cost structure of the business by leveraging AI efficiently, we look at productivity in 2025, up 19% year-over-year, on a 2-year stack, up almost 40%. So being able to go ahead and drive incremental throughput throughout the network at a rate that is disproportionate to volume growth. When you think about that volume growth really decoupling from head count growth, bringing those strong incremental contribution margins, really important, and we think we are still in the early innings.

The other key aspect to it, to your other point, was driving incremental margin opportunity across the business, and we look at the initiatives that we have across the company, especially on the volume side. We talked about rolling out agentic AI capabilities in the quarter, and we feel really strong as we think about the second half of the year into the rest of the year with rolling out these AI capabilities and what they mean from an incremental margin standpoint.

And your next question comes from the line of Stephanie Moore from Jefferies.

Maybe as I think through the results and your commentary, I mean, I think it's very clear that there's kind of 2 dynamics underway right now. The first, the cycle does appear to be turning. And then second, I mean, you guys do have kind of numerous company actions underway. I mean you called out a lot of them, your AI actions, the Coyote integration, buy rate improvement. You also have easier comps in 2026 as well. So can you speak to how and when these 2 dynamics can maybe start working together in 2026, meaning can your own actions start to offset some of the market dynamics near term? Or do we need to see the market improve first?

Steph, it's Jared. I can start, and the rest of the team can come in. When we think about RXO entering in 2026, to your point, we're certainly seeing some positive developments as it relates to the macro. Earlier this week, Jamie talked about encouraging results from the ISM hitting its highest level in 4 years.

But we're not waiting just for the macro to turn, and we do have company-specific initiatives, and I would point to that late-stage pipeline that Drew just talked about, more than 50% year-over-year, with high-quality enterprise accounts, existing customers, new customers, the ability to go ahead and drive growth and resume our historical outperformance versus the truckload market. The team is very confident on executing on that pipe and resuming our truckload app performance.

Great. And then maybe just as one follow-up. I know you called out a little bit of winter weather activity in the first quarter and certainly not -- I'm certainly very familiar with that activity. But maybe talk a little bit about any impact that it could have had in the first quarter thus far.

Yes. Stephanie, this is Jamie. We did have some -- a lot of winter weather in the Southeast, Southwest had 2 major snow ice storms back to back, which is very unusual. We've quantified it through January to the tune of about $2 million of EBITDA impact to the negative. So it's definitely impacted.

Stephanie, just to add to that, it's not just on the brokerage side that it impacts. If you think about the last mile section of the business, it has a huge impact on there whenever driveways are iced over and you can't get into them. So the brokerage piece is one on the purchase transportation, but it also has an impact on our last mile business as well.

And your next question comes from the line of Scott Group from Wolfe Research.

So Drew, a couple of things. For a while, you've been saying, once we get these tender rejections north of 10, we're going to start seeing spot volume. Why do you think -- it's been a couple of months now, why do you think we're not seeing the spot volume? And then I get in 1Q squeeze, I get that, like what I'm not sure how to think about is if this market stays tight and we get some seasonal demand improvement, like how much of a bounce in EBITDA earnings do you think is realistic as we look out a quarter or 2?

Yes. Thanks, Scott. When you look at tender rejections being north of 10, I would say you are starting to see spots. And when you look from the third quarter to the fourth quarter, you saw an increase in spot loads. And a lot of that was driven in December when you saw the tender rejection start to climb right there around 10. You saw that increase continue into January. But it has not been enough to offset the compression of what we've seen on the contractual side of the business in terms of gross profit per load.

I think that we're in the early innings of continuing to see that. As you look out this week, tender rejections continue to climb. When you look at what's going on in the regulatory side, we think that you're setting up with any sort of demand to where you're going to see tender rejection come and the spots will be more robust. We're already starting to see it in the waterfall routing guides, where it's making it past the first, second, third, fourth carrier. So you are starting to see some waterfall routing guides breakdown.

On the impact to EBITDA, Scott, we talked about gross profit per load being more than 30% below our average, excluding the COVID [indiscernible] off of that. And when you look at that, we've said in the past that for every dollar that gross margin per load improves, is well north of $1 million in EBITDA annualized. So when you think about the earnings power during a recovery, it's extremely strong.

Okay. Just a quick follow-up. Can you just say like what are spot volumes tracking up or down year-over-year so far in Q1? And then maybe just, Jamie, can you just walk us through puts and takes and cash and confidence in free cash flow -- positive free cash flow this year?

I'll take the first part. The spots are up on a year-over-year basis as we look into January, and then I'll turn it over to Jamie on the cash.

Yes. Thanks, Scott. Cash, we ended the quarter with $17 million and had a great year from a conversion standpoint, 43%. As we look into next year or actually this year now in '26, Q1, you heard it in our guide. If you take the midpoint of the guide, we'll use low single-digit amount of cash for the quarter. But I think as you look at the company over to kind of the annualized basis. If you take our cash outflows which we've given in our guide, and you just apply, let's just say, '25 EBITDA as a proxy, that ends up being in the 45% range of free cash flow conversion. And we had a positive free cash flow. If you can then extrapolate that to what the cash flow production of this company will be in an up and mid-cycle. It will be significant. Short term, cash is good. We've had a good cash year, good cash quarter, but look forward to still being in that 40% to 60% conversion rate over the long term.

So you think you'll have positive free cash flow on a reported basis this year?

It obviously depends on where the earnings line up. But absolutely, we believe it will be a strong cash year.

And your next question comes from the line of Lucas de Servera from Truist Securities.

So you took steps this quarter to streamline parts of managed transportation. How should we think about the earnings contribution from that business going forward after those changes?

Lucas, I don't know if I got the full question, but I think it was on managed transportation and the earnings of that business going forward. As some of our higher EBITDA margin business comes through our managed trans solutions business and so -- that's the first piece that I would say. It's measured on a net revenue basis, not a [ gross ]. So when you look at that business, we continue to grow our [ FUM ] on a year-over-year basis.

But importantly, for managed transportation, it's the synergy that it provides to the rest of the organization. And if our brokerage team and our last mile team have the right service, have the right rate, they've got the opportunity to grow with managed trans as a customer. And for every new win, it doesn't just impact managed transportation, it impacts the rest of the organization. So that's the beauty behind managed transportation is you actually get to touch a customer across multiple lines of business.

And your next question comes from the line of Ari Rosa from Citigroup.

So Drew, you've mentioned a couple of times that you expect truckload year-over-year volume performance to improve. I'm just curious how you define outperformance in that context? Like what should we be looking for from kind of a pricing standpoint, from a volume standpoint and from an EBITDA standpoint, in terms of what we could be looking at for second half of the year and into 2027?

Yes. So I mean, the way that you broke it up was volume, pricing and EBITDA on the outperformance. So first on the volume side, I think there's very clear external metrics of how well you're performing [ first to ] market. And so when we say outperforming the market, that's what we mean. External metrics is something that we've got a history of doing over the last decade plus. We've been one of the largest share takers in the industry. And now that we've got Coyote largely integrated into RXO, we expect to return to growth mode. The pipeline supports that, what we're hearing back from customers on the wind supports that.

On the pricing side, I said earlier that I think that we're setting up for somewhere in that low to mid-single digits on the contractual side. And what we're paying close attention to is what happens on the spot rates because those are the rates that if you've got the contractual book of business, customers understand that typically, during tighter times, you see contraction on that gross profit per load where you more than make up towards on the spot side. So I expect those rates to be significantly higher.

And on the EBITDA, I think it goes back to Scott's question. It's -- the biggest driver there is in gross profit per load. And so when you look at what that does, that every dollar of gross profit per load improved on an annualized basis is well north of $1 million of EBITDA. So for us, there's a lot of earnings power behind that as we continue to improve gross profit per load. We're not just sitting and waiting on the market to return to improve gross profit per load either. When you look at what we're doing on the purchased transportation side, expanding the utilization of private fleets. You look at the investments that we've got in AI and the way that we're sourcing capacity, we expect to continue to improve our purchase transportation versus market as well.

Okay. That's helpful. And then just as a follow-up, I was hoping you could talk about the different dynamics that you're seeing in LTL versus truckload. I understand that there's some things that are unique to RXO within those numbers given kind of the evolution of the business. But we saw a similar trend from one of your main competitors who reported recently. Just talk about how those dynamics are different and why the strength is so much greater on the LTL side?

Well, I think typically, when you think of LTL in the brokerage market is transactional loads, and it's a lot driven by SMB type customers. We built out LTL in a different way. It was customers that we have really strong relationships with and a lot of them of the enterprise nature. And these customers came to us and said, LTL is a pain point. There's a lot of touches. There's a lot of different carriers. We're having to track down claims, lost shipments and damages. And so it became more of an outsource of a piece or all of their LTL. And so when you look at our LTL, it's going to be lumpy because it depends on when the onboardings happen. You saw us on board several large customers last year. The pipeline in LTL is robust right now, but it will depend on the timing of that as far as what that goes.

On the truckload side, those bids are typically implemented throughout the second quarter, and which is why we point to the confidence being able to return to outperformance on the truckload volume around the middle of the year.

And your next question comes from the line of Ken Hoexter from Bank of America.

Drew, if you can just maybe expand on that last answer, right? So the volumes down in truckload versus peer significantly outperforming and growing. I know you talked about flipping to growth and not using price. Is that -- is this something different in your end markets that you want to highlight? I guess how should investors view the different compares we're seeing here?

And then especially maybe -- expand on that, sorry, just let me throw it all in at once. But the -- in a view of where your first quarter outlook where EBITDA is getting worse sequentially, right, fourth quarter to first quarter, and I think well below consensus. So I guess maybe just helping people understand why the -- why the differential pressure points are continuing to expand?

I think, one, we've got to acknowledge that the [indiscernible] reference in [ C.H. Robinson ] is executing well, and they had a great year last year. For us, our year was about integration and making sure that we were holding on to the people, to the customers and integrating the technology, and we executed on that strategy when you look back at 2025.

When you look at integrating Coyote, we thought that we would stabilize the volume decline faster than what we did. But as you start to look at what happened in Q3 and Q4, we actually outperformed the truckload market on a sequential basis and what happened there. So I think when you look at that, we've stabilized the business, and it's returning to growth mode for us, and it's something that we have done in the past, something that we're confident in. And it's not just blind confidence. It's confidence based off of the feedback that we're getting from our customers.

When you look at the last part of your question -- or 2 more parts of your question, the end markets as well as the EBITDA, the end market is a diverse pipeline, and we're touching a lot of different things. But where we're seeing some great wins is in high cargo value in technology. We've seen some recent wins come over in the automotive side, and there's a strong pipeline in industrial and manufacturing as well right now.

On the EBITDA Q1, when you look at it, obviously, we've talked about the squeeze that is happening in the brokerage business. Last mile is a business that typically sequentially goes down from Q4 to Q1. That's being magnified this quarter because of the weather. So I think when you look at it, that's where we're pointing towards the optimism as you start to get towards the middle of the year and you start lapping some of these things.

Good. Seems like a gap. The restructuring costs seem to be still ramping up maybe a little more aggressively than I would have expected. Is there -- maybe walk through what the costs are and where that should head?

Yes, Ken, this is Jamie. So year-over-year, we are -- we do have some restructuring there. We've still got some initiatives going on. But our restructuring charges are actually down, about 60% year-over-year. Of that number we gave, 25 to 30 for the year, about 1/3 of that relates to actions taken last year that is running through the P&L this year. So those actions we've already talked about.

And then we are -- a couple of initiatives, and we've still got some transformation work going on where we think there's some good opportunities for process improvement. We're still not 100% done with all the technology side of the integration, so that's to come. And then we're really putting a big focus on our footprint, our real estate, and we've got some plans to consolidate even some more real estate to make us more efficient there. And so those are the 3 big buckets.

But keep in mind, down 60%, 1/3 of that number that we gave as a guide is really actions that carry over from prior years. So we feel like we're in a good spot and we collect -- we've got some really good initiatives to produce a good ROI on it going forward.

And your next question comes from the line of Tom Wadewitz from UBS.

Drew, I wanted to get your thoughts on just how much of it, I don't know, visibility, it's tough to visibility in these markets. But how are you thinking about second quarter -- and both from a gross margin perspective and then just kind of how much visibility on improvement in loads? I mean, seasonally, you can see some pressure with spot rates going up in May and road check and things like that, stronger freight. So seasonality might say gross margin percent could be lower 2Q, but if you get some catch-up on contract prices going up a bit, that could help. So I mean, do you think gross margin could be -- show a little less pressure in 2Q?

And then I guess on the volume side, I don't necessarily recall brokers talking a lot about like pipelines. I think of that for more like logistics or a little longer cycle businesses. But how good of an indicator do you think that is? Is that -- I mean -- so you're bidding on a lot more business, but are you confident that, that will actually flow through? It's just not necessarily something I -- I don't know how good the REIT is from that.

Yes. Tom, I think I'll break the question up into 3 parts. First, on the second quarter gross margin. I think it depends on what's happening in the market and where we're sitting at in tender rejections. I think there's certainly opportunity whenever you start talking about the contractual price going up on a year-over-year basis, whenever you start talking about spot loads, there's certainly a strong opportunity there, and we're ready to execute and we're ready to execute in any market.

On the second part on the improvement in loads, high confidence in improving loads from Q1 to Q2.

On the third part, pipeline indicator. So the way that we break down the pipeline is there's a pre-pipeline. And when you look at the pre pipeline, that's what you're digesting this all coming in from the customers and there's big, big numbers. But that's more of what we would call a spray and pray method where you're just putting out rates and seeing what comes back.

As you get into the late-stage pipeline, this is where discussions become extremely targeted. It's a lane-by-lane basis, it's the value that you're adding to the customer, it's how much capacity you have coming in to a certain inbound lane, it's how much capacity that you've got to be able to reload certain lanes. Whenever you're doing drop trailers that you have trailer capacity that you're able to do, what are you able to do from a consolidation standpoint. So when we get to the late-stage pipeline, our confidence is pretty high.

Okay. Yes. That's helpful. And then just one other one. On the cost side, so you've got a lot of tech initiatives happening. Is there a way to think about translating those to kind of operating cost reduction, whether that's like an impact in '26 or a kind of multiyear impact?

Yes. So this is Jamie. I'll start and turn it over to Jared. It definitely has from a pure cost out standpoint. So some of the things I talked about finishing up the -- completing the integration, totally sunsetting old systems. We're way down the field on that. Got a little bit more work to do that we'll finish early '26.

Secondly, we've got a lot of initiatives and just bring automation to the table. But all of those have good cost reductions. But Jared talked about kind of what our overall tech -- overall AI strategy is, a lot of opportunity there to grow on the 4 pillars, and it definitely includes cost and really honed in on productivity and service.

That's right. And Tom, when you think about the other side of this, not only is -- have we taken significant actions, to Jamie's point, on removing over $155 million of cost post spin. But then you think about leveraging technology to make the organization more structurally efficient, it's all about the incrementals.

So like we talked about earlier, how do we decouple volume growth from head count growth because the incremental margins in brokerage, for every [ dollar ] that comes in and gross profit can be as high as 80% in terms of flow-through to EBITDA, so making our people more productive by leveraging that tech, it's not just about the cost out, but it's how to make our people more efficient to benefit from the incremental margins.

Okay. But there's not necessarily a frame in terms of how much cost impact this year, it's maybe more further out, you can -- we can have a little more visibility to that, I guess?

I think that's fair. But to Jamie's point earlier, we do have some cost benefits, '26 versus '25, based on the actions we've taken, and we continue to drive incremental productivity that we expect to benefit in 2026.

And your next question comes from the line of Brian Ossenbeck from JPMorgan.

Maybe 2 quick ones for Jamie and then a strategy one for Drew. Jamie, can you just talk a little bit more about -- I think you said restructuring in the express service line. I don't know if that was related to maybe some of the high-value automotive stuff? So maybe you can elaborate a little bit more on that? And then what's the cash component of restructuring and integration costs for this coming year?

Drew, it would be great to get your context on these customer conversations. Given the capacity squeeze we've seen here recently, is there any tilt towards asset-based carriers? Are they indicating to have any more preference to that maybe away from brokerage? Or does that not come up in these conversations?

Yes. Yes. This is Jamie. I'll start. The goodwill that you're speaking of wasn't an express service line that we had inside the managed transit. We restructured how that service was delivered. We spread the customers out amongst other service lines in our business to continue to do a good job there. We had some old goodwill that related back to an acquisition that was over 10 years ago that required an impairment because we restructured how we deliver that. You did not specifically relate to -- of our auto business.

In terms of cash and the restructuring charges for this coming year, we think -- kind of in the $30 million range there. Half of that relates to actions taken prior to '26. You think about -- we take a charge to -- for the P&L, some of the cash flow, we'll trail that as payout. So think about half of that number is cash out related to prior years. And then a couple of big initiatives, footprint consolidation on the real estate and just our general restructuring, some cost savings initiatives will be the reason for the rest.

Yes. And Brian, on the context on the customer conversations that we're having, obviously, we are very bullish about what we're seeing in the late-stage pipeline. And if I think of conversion from asset based to brokers, I mean, those conversations were the conversations in the early 2000s. And if you look at what's happened over the last 20 years, brokers have taken significant market share in the truckload market. It's gone from mid-single digits to the mid-20s. Right now, the conversation with customers is all about consolidating the carriers and finding the right carrier for the right load. And brokers, large brokers, financially stable brokers offer a lot of flexibility in a market like this where you can flex capacity up and down.

As you start to have brokers like RXO who have a strong trailer pool, we're actually able to flex capacity up and down on [ drop ] trailers and take business that was typically held by large asset-based carriers. So for us, like we like the setup we're in. And as you go into a tighter market, that sets up for brokers to take more share.

And our last question comes from the line of Bruce Chan from Stifel.

This is Matt Milask on for Bruce. Just piggybacking off one of the earlier questions. We're curious, to what extent you believe demand recovery is ultimately needed to really drive some more spot opportunity? And I guess maybe barring that demand improvement, how much would supply need to tighten before you see the spot opportunities really flow into the business?

Yes. So I think when you look at what's happening on the regulatory side, you're basically going from mid-single-digit tender rejections to double-digit tender rejections with a decline in demand. And so for the first time, you're seeing pressure on the supply side that is causing spot loads.

Typically, you do need a demand-driven inflection and demand will certainly help. We're watching a lot of the data out there. When you look at what's going on and the ISM data, when you look at what's going on from some of the reports on the homebuilding side, when you look at where inventory levels are, demand will obviously be something that can be a catalyst there. But you've got into double digits that what was strictly happening off of the supply side.

Great. And then as a quick follow-up. If you could maybe provide sort of a diagnostic of the synergies that you expected from Coyote? And if that's been sort of realized at this point, how you might bridge any differential between what expected EBITDA could have been pre-integration versus maybe where it is now?

Yes. So I'll just -- I'll take kind of where we are at '25 and roll into '26. We talked about around $70 million of synergies, $60 million of which was to hit OpEx, $10 million of which to hit CapEx. A majority of that has flown through the P&L in '25, we see about an incremental $10 million of additional P&L realized in '26 versus '25 related to synergies alone. The other $10 million of CapEx spend, we see -- you see that through in our guide for CapEx in '26. That's where we're making capital investments on kind of both legacy RXO legacy Coyote that has now been put into one. And so we continue to see those savings that will continue throughout. They have obviously not been enough to offset the change in gross margin that we've had over the last couple of years, but we see that as really positioning the company cost wise. When we see demand inflection, we'll see a lot of flow through the P&L.

We have reached the end of the question-and-answer session. I'll hand the floor back to Drew Wilkerson for any closing remarks.

Thank you, Ina. Our team has taken the right actions to navigate the current market conditions. We're in growth mode and focused on converting our very strong sales pipeline. We expect to get back to outperforming when it comes to truckload brokerage volume as early as the middle of this year. We're operating on one tech platform, which is providing better data to our people and unparalleled visibility to our customers and carriers. We're making significant investments in our technology and are seeing real results from our AI initiatives. We have a slimmer cost structure that we continue to optimize, and our capital structure provides us with more flexibility across all parts of the freight cycle.

We will continue to focus on what differentiates RXO, exceptional service, comprehensive solutions, deep customer relationships and cutting-edge technology. I remain confident in our ability to deliver outsized earnings growth over the long term. Thank you all for your time today, and we look forward to seeing you at the upcoming investor conferences.

And this concludes today's call. Thank you for participating. You may all disconnect.

Good morning. Once again it's Jordan Alliger, and I'm pleased to be able to kick off the logistics portion of the transports with RXO. To speak to us about RXO and logistics markets and the ongoing transformation post Coyote, we're very pleased to have Jared Weisfeld, Chief Strategy Officer; and Kevin Sterling, Senior Market Strategist to discuss the story. And I don't know if happy to go right into Q&A. If you had a few remarks, whatever makes the most sense.

Only remarks are, thanks for having us. Happy to get right into it.

Well, before we get into some of the nitty-gritty of the truck broker fundamentals, maybe set the stage for us a little bit. You did your transformative deal with Coyote a couple of years ago or a year or so ago. And obviously, things have been tough in the markets. But as we get past the downturn, can you maybe talk to the big picture setup for RXO over the next several years, whether it be in the context of long-term potential, margins, however you want to put it in a context, once we get to that inflection point, how do you think about the business?

Sure. Maybe it helps to sort of frame how we thought about Coyote a year ago when we closed in September of 2024. So now RXO is the third largest provider of brokered transportation in North America. And when we acquired Coyote, the thought process was increased scale, the ability to go ahead and benefit from that increased scale in terms of reducing our cost to serve, ability to execute on buying purchase -- buying transportation more effectively, very limited customer overlap, very limited carrier overlap, the ability to go ahead and diversify in terms of mix towards food and beverage and transportation as well as increase some of our SMB exposure. So truly becoming the third largest provider of broker transportation and executing at that scale, the ability to invest throughout cycle and stay close to your customers, invest in technology, that really transformed the company.

So to your point, Jordan, what does that mean longer term, especially in the context, which I'm sure we'll get into of a lot of the changes that have been happening over the last 6 to 9 months on the regulatory side with respect to the ability to go ahead and make sure that shippers have the trust to work with large brokerages really gives us that confidence. So I think it's going to speak to higher earnings power over the long term and the ability to execute against this massive opportunity, right? It's a $400 billion for-hire truckload market and brokerages are only about 20% penetrated. And even within that brokerage space, it's still highly fragmented. So the top 9 brokers post Coyote acquisition represent about half the market. And we think longer term, it's going to be a winner take most type market structure with the larger players continuing to go ahead and gain more share because of the advantages from scale.

And Jordan, what I would add, too, as you think about kind of RXO, what we've done is now we've pretty much fully integrated Coyote. Before you build a house, you got to build a foundation. That's what we've done. We've built this solid foundation. And at some point, this market will turn. I think we're getting much closer to that every day. And when it does, we're ready. We're going to go as one unified company. And we probably -- we did this integration very fast, about a year. Normally it could take a lot longer, but we went very fast and the downturn allowed us to maybe go a little bit faster than normal. But we're ready. We're ready to approach it as one RXO. And I think like I said, think of it as like the foundation is built. We're ready.

You mentioned some of the penetration numbers and maybe the advantage of scale. I mean, are you actually seeing small to midsized truck brokers shake out right now? And is that something that will keep happening it is?

Absolutely. I think the data is very conclusive that over the last 3 years, you've seen effectively most of the capacity that entered in the brokerage space during COVID has left the market. So over the last 2.5, 3 years, the brokerage industry has shed about 10% capacity in terms of brokerages that no longer exist. And if you think about it, right now, we've been in a softer demand environment. So what do shippers want to do? They want to consolidate the amount of carriers and brokers that they're leveraging.

And then also in the context of the current environment, it's very difficult in terms of unit economics for a lot of the asset-based carriers. So you've seen failures on the asset-based carrier side as well. So if you're a small to medium broker, you're getting squeezed on both sides. Your shippers are consolidating the freight among larger brokers like an RXO and your carriers, unlike RXO, where we've got access to 120,000 carriers, high-quality carriers and 1.6 million power units as a combined entity with Coyote, some of these smaller brokers have half a dozen carriers. So you're getting squeezed on both sides. And it's just becoming an increasingly difficult environment, I'd say, cyclically and structurally for small- to medium-sized brokers.

And Jordan, to some of these smaller brokers may have gotten a little bit too far from their skis and their balance sheets right now are pretty levered.

Yes. Okay. Well, I imagine, too, technologically, it's difficult for them to keep up as well.

For sure. I mean that's one of the -- I spoke earlier about the benefits to scale associated with the acquisition of Coyote, the ability to invest throughout the cycle. We spend more than $100 million a year in technology. That's across CapEx and OpEx. So you think about the -- I'm sure we'll get into this. So when you think about the ability to invest in AI, the ability to go ahead and really transform the business and improve margins longer term, that's something that a small and medium broker just doesn't have the ability to do.

So maybe pivot a little bit. Obviously, freight transportation, people want to get an assessment of demand. And I know it's been generally subseasonal for most. Can you maybe give your updated assessment, if any, on demand and maybe what you're looking to, to feel confident that perhaps we can get to that, that we're approaching an inflection point.

Yes. So I don't -- the one thing I don't know is I don't have the crystal ball, so I don't know when that inflection point is going to be in terms of demand. So let's sort of talk about the current state of the freight market. We reported just a few weeks ago, and the way we characterize it is we are still in a prolonged soft freight environment. If you look to the month of October, which was the most recent Cass data that's out, Cass freight shipments were down 7% year-over-year. Year-to-date, Cass shipments in 2025 haven't been this low since going back to almost the great financial crisis despite the macro economy doing pretty well when you think about what's going on from a services-related economy, data center-related economy, very different from what's happening in the goods-related economy.

So we talk about a demand environment that has been soft. We talked about our expectations for a muted peak season. And I think the key indicators that I know you look at and that I think everyone should pay attention to from a freight economy standpoint really are tender rejections, load-to-truck ratio and linehaul spot rates. So what's interesting is that we are in a, I'd say, pretty unprecedented time in terms of what's been happening over the last few months because you've had demand that's been weak, but all of those freight KPIs have been going up into the right. Tender rejections sitting at 7% despite weaker demand. We talked about our brokerage business getting squeezed pretty hard in the month of October despite that weaker demand, historically, it's a pretty variable cost line in terms of purchase transportation.

When there's weaker demand, our purchase transportation cost goes lower. October was the exact opposite because so much supply had come out in part due to a lot of the regulations surrounding non-domiciled CDLs that we actually saw purchase transportation costs go up despite the weaker demand. So it's unprecedented times. And if you look at over the last 4 weeks or so, what you've seen is a continuation of spot rate increases. I think we're now -- we've eclipsed in terms of industry-wide spot rates are now, as of this morning, I think at the highest level since July. So you're seeing that move higher. We've had these episodic squeezes, right, for the last 3.5 years, and this now has been persisting since September. So I think to your point, Jordan, the question now becomes how much capacity is going to continue to come out and when do you get that demand inflection to truly start to see tender rejections getting back to the double-digit percent range, which is where we typically see spot volumes.

And Jordan, you know this. It's a question of not if, when. And it's always hard to know when. But you've seen this, there's been a cycle ever since deregulation in 1980. So it's a matter of when, not if.

I mean do you have any read from customers in terms of next year at this point? Or is it too early?

I think it's too early. We're not going to speculate in terms of 2026. But I do think that what's interesting about our setup into next year and beyond is -- and this goes back to your question on Coyote, think about 12 months ago. We were -- just completed the acquisition of Coyote. But underneath the hood, we are still obviously very early on with respect to the integration. So still 2 companies getting integrated. Fast forward to now, the integration is materially done. We are one sales force. We are one ops in terms of operations. We're one back office.

The technology integration on the carrier side has been done since May. On the shipper side, it is now materially done. We're on CRM. We're on one ERP. So we're on one pricing tool. The combined -- the data set across Coyote and RXO is now combined. So you think about us entering into bid season this year relative to 12 months ago, irrespective of the market environment, I think we are in a better position in terms of our ability to outperform from a volume standpoint. If you go back over the last decade, RXO has historically outperformed the market on the truckload side. In 2025, we took a step back in terms of truckload volume for a variety of reasons. But when you look into 2026, I think we are positioned as one RXO with the integration behind us, combined with the fact that automotive for us on a year-on-year basis stops being a big headwind in Q1 and our truckload comps ease materially starting in Q2.

I was going to ask about this later, but you brought up a couple of times the integration and it's largely done and the pace was -- actually you did a lot in the year. So I guess the question is, net-net, did it wind up coming in ahead of schedule? You said materially done. So I assume there's little left to do in terms of what's left to do? I mean where are the gaps left, I guess?

So from an operational standpoint, this has been the largest integration of an asset-light brokerage to ever occur in the space. We had an aggressive time line out, and we hit it. So within 12 months, we are materially done. To your point, a couple of things here and there in terms of a few shippers left to go in terms of the cutover, but we are vast majority, vast, vast majority done, which is great in terms of the ability to go ahead and think about opportunities -- in the bid season and the ability to go ahead and continue to roll out new products and technology, et cetera.

So the ability to just move faster with the integration done is clearly there. But I think it's also important to separate out the operational execution and the financial results because operationally, I would agree, we've done a ton. We moved incredibly fast and we hit our time lines, and we did a really, really excellent job. But the financial results are certainly not where we had expected them to be 12 months ago nor where they need to be in terms of making sure that we're going ahead and earning higher highs and higher lows over time. And if you think about and you go back to the time of the acquisition, we talked about at the time, we thought we were near or at the bottom of the freight cycle. And we were certainly off by a little bit. The market took a step lower -- a big step lower in 2025. And some of the pricing actions that we talked about on the call on what we did on the contract rates certainly hurt us from a volume standpoint into 2025.

Had we known the market was going to be as soft as it was, we perhaps did not need to be as aggressive as we were on some of the price increases. So you put all that together, I think it's just important to put in context that operationally, really, I think, excellent job across the board. Financially, the results are not where they need to be, but that's the opportunity because the Coyote footprint across all of these large Tier 1 enterprise shippers is massive. Even though the volumes are down year-over-year, we are active with virtually all of those customers, I think 99 out of the top 100.

So you think about the ability to go ahead and stabilize that volume, which we've done, Q3 truckload volume was up sequentially from Q2. Q4 at the midpoint of our outlook is up again, taking that volume that we've stabilized and then outperforming from there, getting back on to that cadence, which RXO has been doing for the last decade of growing in excess of the market, we feel really good about.

And Jordan, when you do the integration of the SaaS 2 in particular, one of the first things we focused on was the carrier cutover. We did that May 1 because when you do that, you want to make sure, to Jared's point, we didn't have the customer attrition, but you want to make sure you service your customers free. Don't -- never want to have any hiccups because that's the easiest way to lose business is if you have any hiccups and truck doesn't show up. And so knock on wood, we were there and did not have any service failures.

It's a good point, too, just to continue on the theme. It feels like technology cutovers is sometimes the biggest hiccup when you do a big transport acquisition. But -- and you have 2 completely different platforms, the Coyote platform and the RXO platform, you made your decision which one to go with. I mean, how is that -- how did that process wind up moving?

A lot of the work was done ahead of time in terms of the planning, right? Where we announced the acquisition in June of last year. It's hard to believe it's been 1.5 years, and we got to work immediately in terms of planning and really diligencing and going in eyes wide open, what is the best platform of record to use? Is it RXO's platform in terms of Freight Optimizer, which is our proprietary TMS and RXO Connect? Or is it Bazooka, which is the legacy Coyote platform. And the team road mapped everything, did the stop gap analysis, and it was a clear choice that we're going to move over to RXO Connect month and month of planning, doing it in multiple phases, right?

This was not just pushing a button and then crossing your fingers and hoping everything this is going to work. It was going ahead and methodically planning out in multiple phases as we think about the carrier side, as we think about the customer side, as we think about ERP and CRM and back office. And it's been an incredible job from an execution standpoint, being able to go ahead and decommission Bazooka, merge on to RXO Connect and do it, to Kevin's point, without any service values.

And the feedback from the prior Coyote customers who have migrated over to your new system?

Feedback has been positive, right? I think the bigger lift was internally, we had a lot of employees that were using the Bazooka system for, in many cases, 10 to 15 years, right? So it's not unlike you or a lot of the investors in this room who have been using Bloomberg for the last 10 years. If you were to rip that out and go to a different system, it will take some time, right? So -- and I think that actually speaks into the purchase transportation opportunity that we have. When Kevin talked about that carrier cutover that we had on May 1 earlier this year, you have carriers now, carrier reps internally at RXO that are operating on one system. They're all operating on RXO Connect.

They're all covering loads within one system. That's going to take some time in terms of the legacy Coyote rep who was using Bazooka for a long period of time, need to learn the new system, need to learn the new workflow, need to go ahead and understand the freight that's on the other side of the network. And by the way, what we did also, and this is the best of both worlds type approach, take a lot of the workflows, take a lot of the tools. Even though we decommissioned Bazooka, there was a lot of interesting tools and functionality that was within the platform, and we then went ahead and migrated that and brought that onto the RXO Connect platform. And as time goes by, our confidence level is high in terms of reaching that 100 basis points of incremental buy rate favorability on purchase transportation. And I think that speaks to just learning the platform and the iteration that's associated with that.

Got it. And maybe flipping a little bit back to the macro. Your LTL business has been growing. LTL industry has had some struggles of late. Can you maybe talk a little bit to your LTL factors?

Yes. Jordan, I think if you think about our LTL business, so where is our growth coming from? It's coming largely from our truckload customers, where, let's say, 90% of their volume is TL, but 10% is LTL. Well, guess where they spend 90% of their time? It's on LTL. LTL pricing is the eighth wonder of the world. It's very difficult to figure out. You've got to monitor damage claims. So it consumes a lot of their time. So they've come to us and be like, RXO, you guys do a great job with TL. Can you help with LTL? And that's what we do. We help them, we take it off their plate so they're not spending all their time on such a small part of their business.

And we use, gosh, 50, 60 LTL carriers. Everybody out here probably thinks there's -- oh, there's only 4 or 5, but there's a lot of great regional carriers that we use to provide very good service. And so we can help them find the best service at the best price, just really -- it's an automated transaction seamless, and it really takes a headache off of their plate. And so if you think about kind of what we're doing from an LTL carrier perspective, think about what we're doing, it's similar to what the IMCs do for the rails. The IMCs are essentially that sales channel for the rails. In a way, we're that sales channel for the LTL carriers. If you talk to any large LTL carrier, ask them who some of their largest customers are, they'll tell you it's a 3PL, 4PL.

Yes. That makes sense. It's interesting, you guys had some interesting comments on the capacity side, and we touched on it a little bit capacity rationalization and structural changes that could be underway from a driver perspective, whether it be non-domiciled CDLs, English language proficiency. Can you maybe expand on that a little bit because it does seem to be the topic that generates the most discussion these days?

Yes. There have been -- and rightfully so, there have been 2 major developments in 2025. The first was the executive order, the rules of the road executive order in May of this year, where a driver now needs to be proficient in English, so English language proficiency and needs to be able to go ahead and interpret road signs. And then there was the interim final rule by the DOT late September on non-domiciled CDLs. And those 2 in totality have significantly reduced the amount of capacity that's on the market, and just to sort of frame things up, there are 3.9 million CDLs that are out there, commercial driver’s licenses.

The FMCSA has identified about 200,000 that would be at risk as it relates to the interim final ruling in late September, where ultimately just not in line with the standards in terms of what must be true to hold the non-domiciled CDL. There have also been further developments in terms of multiple states revoking, in some cases, thousands. California recently revoked 17,000 non-domiciled CDLs. There have been, even over the last 48 hours, recent developments in other states such as Minnesota. And even the Transportation Secretary on Monday talked about now targeting some of the CDL mills that are out there. And I think the number that they put up on their website was almost half of the schools that are out there, about 15,000 of them are now at risk of being closed in the next potentially 30 days.

So really significant changes that have happened and occurred on the supply side. And ultimately, if this enforcement sustains, we believe -- which we believe it will, and we believe that will be the largest structural change to happen in the industry, basically since deregulation in 1980. So a lot has occurred for a broker like RXO, it's a long term -- not only is it a long-term positive development in terms of just safety on the roads and decreasing fraud and decreasing theft, but I think this speaks to one of the benefits of being a large-scale broker transportation provider.

The fact that we're the third largest in North America, shippers want confidence that carriers and brokers have very strict compliance standards in terms of the ability to go ahead and actually drive on behalf of RXO. And this is going to be -- you think about just what this means in terms of steady state, it's painful right now, certainly for -- we talked about that squeeze that's occurring in our brokerage business for -- in the month of October and what's reflected in our Q4 outlook. But you fast forward to steady state, this does speak to a lower supply environment and potentially a longer -- higher for longer rate environment on the other side of this.

And Jordan, maybe in longer term, there's talk too that they might kind of federalize the CDL compliance issuance system similar to passports. So you have one standard across the entire country versus every state is a little bit different as we can see. I didn't even realize, to Jared's point, there's 15,000, 16,000 of these CDL schools. I noticed that -- that's a big number.

I guess sort of 2 related questions. Do you see any impact to your network carrier base? And then do you expect the time line to accelerate to the point where can the structural change potentially on supply without demand change the dynamics of the markets?

So let's take that into 2. On the first point, our supply base has generally been pretty stable, and I think that goes back to the high-quality carrier base that we have at about 120,000 carriers and 1.6 million power units. You think about one of the attractions on the Coyote acquisition was not only for the lack of customer overlap and the ability to go ahead and scale the business, but the carrier overlap was also not -- very little and very complementary. So you think about legacy RXO, more owner operators, legacy Coyote, larger, medium-sized fleets and the access to private fleets as well.

So I think that really speaks to the breadth of the diversity across the organization. And then your second question was basically, can we have supply-driven inflection, right? For a true sustained reflection, our fundamental belief is we do need an improvement in demand. But I think the market is showing you right now that despite weak demand, despite what we believe is a muted peak season, you are seeing rates move higher. So you're certainly seeing spot rates be inflationary in the context of weak demand and lower supply. The question then becomes for that next leg, I think we could certainly see more supply come out, which would be a tailwind for more rate volatility. But for a true inflection, we're going to need an improvement in demand.

And Jordan, another point to piggyback off that is kind of think about kind of large brokers like us, if you're a shipper, why you use a large broker, strict compliance, strict betting. Some of our shippers now are requesting a copy of driver's license before that driver shows up. So it's very, very strict. And going back to that earlier discussion, we're talking about some of the small brokers, that's -- if you're a large shipper and using a small broker, is that a risk you're willing to take, whereas like us or any other large broker, like you can -- as a shipper, you have more confidence that there's much better compliance and [bidding].

The margin squeeze dynamics are kind of interesting. Usually, when things are soft, you're not getting squeezed as much as the industry is getting squeezed. So what market conditions have to happen to sort of get the balance back so that you're selling -- I mean, shouldn't your selling prices follow? I mean they should, you think sooner than later. I don't know how your bid process is going or where we are in that. But anyway, maybe share some holistic thoughts around this.

If you think of a good rule of thumb in terms of what must be true to go ahead and start to see some accretive spot opportunities, you want to see tender rejections punch above double digits, right? Right now, they're about 7%, by the way, higher year-on-year, higher versus 2 and 3 years ago despite demand being weaker across that time period, which speaks to the supply that's come out. But you want to see tender rejections not only hit double digits, but sustained. That's when you'll start to see at a minimum, some minimal -- some accretive spot opportunities.

And then for contract rate inflation, you're going to want to see spot get at a premium relative to contract and then contracts start to move higher. I think we're in the middle of bid season right now. Our book turns over on the contract side roughly every 12 months, and the majority of the bids are between November and -- October, November and February time frame. So I think it's going to be customer by customer, right? There are some customers who will tell you to price for the environment that you're in. There are some customers who will tell you, you need to price for the next 12 months to make sure that you can service that freight. I think the reality is when you think about just the levers that we have, the levers that the industry has, it comes down to the ability to go ahead and think about where contract prices need to be so we can sustainably and reliably service freight and also earn an acceptable margin.

And then ultimately, if we get to a tighter environment and you start to see some accretive spots finally enter the mix, you'll see -- and we saw this during COVID, you see this during most upturns, imagine almost a sign curve where that will mimic the profitability of the contractual book of business. And when things get tighter, the profitability of the contractual business declines. But to your point, what then typically happens is you have spots that not only offset but more than offset.

And COVID was a great example where the contract book of business was hurt from a profitability standpoint, but it's also the highest profitability in the company's history because the spots came in and really more than offset that. So what's going on right now is unprecedented because you're having weaker demand combined with higher PT costs, which is why I sort of fast forward to what this means in terms of steady state. It's a really good thing longer term, but clearly painful in the near term.

Remind again where we are in your contract versus spot mix? And then how does that flex when we get to an inflection?

So last quarter, our contract mix was about 71% of our total truckload volume. And that's on the higher side. And what typically happens is -- and this is an important point, when the market tightens, we're still going to haul the same contractual freight, but then you're going to have the ability to actually have some spot opportunities.

So it's not like we're purposely flexing to go to spot away from contract because our fundamental belief and our premise is that we're going to get those spot opportunities. We're going to get the projects, we're going to get the mini bids because we're servicing that contractual freight so well. And last quarter, we made the point on the call to mention that industry-wide tender rejections were 6% plus in the quarter. RXO's internal tender rejections were only 2% because you need, especially during tough times, you have to service that freight from the shipper standpoint very well.

So squeeze may continue. The good news would be that you're just pumping more into the higher-priced spot market to we offset that.

Absolutely. The squeeze is ultimately a very good thing, right? We've had these episodic squeezes for the last 3.5 years. We talked about the bad squeeze versus the good squeeze. The episodic squeezes that have occurred over the last 3.5 years, it's you get an event, whether it's Road check week, whether it's an event in terms of storm, whether it's 100 days of summer. And then what happens is you see elevated tender rejections and then you always revert back to the prior period baseline.

This has not been happening for the last 3.5 years because there's been too much supply relative to demand. Fast forward now, I mean, this has been now going on since September, we'll see if this sustains. But if this gets to the point where we continue to get squeezed, right? Ultimately, if the squeeze is sustaining, but then that means that there's pressure on waterfall routing guides and it means that there's spot opportunities, that means there's a potential for contract rate increases in the future, that's a really good thing.

Right. And Jordan, I think just so much supply has come out. We're in a pretty precarious situation where it won't take much on the demand side to tip this market.

Yes. No, agreed. Before I move on to another question, I just wanted to ask on the PT side of the equation, can you remind a bit on the time line for when you start -- you believe you'll start to see real gains made on that?

So on purchase transportation, combined basis between RXO and Coyote, our PT spend within our brokerage business is about $4 billion. And we believe and we talked about at the time of the acquisition that over time, we believe that we were going to achieve about 1% PT savings. So 1%, $4 billion, $40 million. I think it's also important to recognize that this is -- unlike cost synergies or operating expense reductions, this is a relative concept. So it depends on what's happening in the market. If you are in an inflationary time period where rates are moving higher, it will serve as cost avoidance.

If overall market rates are flat or moving lower, obviously, you'll have the financial impact and it will drop through down to the bottom line from gross margin down to EBITDA. So we've achieved thus far from that May 1 time frame, which is when we announced that we did the cutover on the carrier side, about 30 to 50 basis points of incremental buy rate favorability. We always buy better than market. The belief was that post Coyote, we will buy even better than the market to the tune of 100 basis points. So we've achieved about 30 to 50 basis points. And the time frame to getting to 100 basis points, we believe, is about a 1-year mark from the time of carrier cutover, so call it May next year.

Okay. All right. Good. Sort of in the broker world, the logistics world, a lot of discussion on AI across the universe. Can you maybe talk a little bit about AI, your uses of technology, what -- maybe some of the things you've done and tease perhaps of what's to come next? And how do you equate that to tangible benefit at this point?

Yes, I would love to. We fundamentally believe that AI has the ability to structurally improve operating margins for RXO longer term. We've embraced leveraging different types of AI techniques for a long, long time, started with our machine learning algorithms over a decade ago. More recently, it's leveraging Agentic AI, it's leveraging Gen AI. It all starts with clean data. As my CTO constantly reminds me, you need to make sure that it's a clean data set, and we have now migrated that data from legacy RXO and legacy Coyote into one clear data lake.

Building on that data lake, you then have an orchestration layer and then sitting on top of the orchestration layer, you've got the ability to deploy multiple agents across the organization. So the ability to go ahead and leverage AI to improve productivity. Our productivity over the last 2 years is up 38%. And we are in the early innings if we look at who -- the most productive rep in the company versus the least productive rep, that gap is wide, and there's the ability to go ahead and close that gap significantly over time. We think productivity will continue to be a benefit for RXO over the near and long term. But then you think about other ability -- ways to deploy Agentic AI internally, not only from a cost or a productivity standpoint, but the ability to unlock incremental margin in terms of top of funnel, how do we go ahead and make our people more productive so that there are AI agents that are living inside your inbox that are not only -- and it's not just about leveraging an agent. It's leveraging an agent with our proprietary data. That's what's so key.

So the ability to go ahead and leverage that proprietary data, respond to customers in a very quick way, unlock that margin opportunity, I think, is very significant. We talked about on the earnings call how we're already leveraging it within our last mile business. If you think about a home installation, go ahead and make sure that everything is installed correctly and then inspecting that on the back end, how can we leverage AI to go ahead and do that instead of on a manual basis, leveraging it on the carrier side in terms of agentic AI, we've talked about reducing over 10,000-plus hours of human labor associated with that. We've talked about deploying millions of lines of code leveraging AI. I can talk about this for a long, long time because we are really excited about it, and we do believe that heading into 2026, we are reaching closer to an inflection point on our ability to deploy not only some of the tools that are already in the organization, but additional tools that can help both unlock incremental margin dollars on the top line as well as improvement in productivity and SG&A.

And Jordan, just going back to the conversation of like scale and everything, that's our advantage that we have and other large brokers have once again compared to smaller brokers.

I mean is it -- clearly, the productivity benefits are -- make a lot of sense. Is it -- from a headcount perspective, does it just mean the existing worker works better, so you need to add less people when things get better? Or do you actually manage headcount at some point through AI?

Yes, I'm glad you asked that because I want to emphasize this point. We are not a technology company. We are a tech-enabled organization and our fundamental belief that we are going to be successful longer term by marrying technology with the best people and operators in the business. So we are deploying tech. We are deploying AI to make our people more productive, not replace our people. And then longer term, how do we go ahead and make sure that we are earning a proper ROIC and we are investing over $100 million a year, there's an expectation that those individuals can be more productive longer term because this business is all about incremental margins.

If you think about our incremental margins in the brokerage space, they can be depending if it's volume or price, anywhere from 50% to 85%. So if we have the ability to go ahead and deploy AI, deploy tech, make our people more productive, grow volume longer term, grow headcount longer term as well, but not nearly at the rate of our volume growth because we're leveraging that tech effectively, those incremental margins on a business that's currently generating low single-digit EBITDA margins is pretty impactful to the P&L.

Well, somehow, we've run out of time here. Maybe next time we should start with AI, although we might not get fundamentals. But any final words before we end it?

Thanks for having us. And I want to just reiterate one of the points that I mentioned earlier. When you think about how RXO is set up for long-term success, the integration of Coyote is behind us. We believe it is a transformative acquisition that positions us incredibly well over the long term as the third largest provider of brokered transportation in North America, and we're looking forward to getting back to the path of significant volume outperformance and profitable growth longer term and believe that longer term, as the third largest provider and managed in broker transportation in North America, we have a huge opportunity to execute against the $400 billion market.

Great. Thank you.

Thank you so much.

All right. We're going to go ahead and get started with the next, I guess, fireside chat here. And we have Jared Weisfeld, who's the Chief Strategy Officer for RXO.

Jared, thank you for joining us. Always good to have RXO at our conference. We appreciate your time. And a lot of interesting topics in brokerage and truck at RXO as well to talk about. So maybe just to kick things off, if you want to offer some thoughts about kind of what you're seeing in the freight markets and how you're looking at activity in 4Q.

Sure. And Tom, thanks for having us at your conference. Really appreciate it. So when we reported a few weeks ago when we talked about still being in a prolonged soft freight market and you look at some of the indicators that we were referring to, the month of October, if you look at cash freight shipments, cash freight shipments were down 7% year-over-year. And -- so it took another step back relative to September. And what's interesting is if you go back and you look at year-to-date 2025 cash freight shipments, you're approaching great financial crisis lows going back to 2008.

So you think about over the last almost 15-plus years, overall shipments are really weak when you think about just the freight economy and the divergence that's occurred relative to the broader macro economy, which is reasonably healthy, right, positive GDP growth, slowing inflation, services economy is strong. And I think that speaks to the fact that goods relative to services are sitting at 15-year lows relative to consumption.

So still in a prolonged soft freight market. But the one thing that we talked about on the call was that we believe the changes that are happening on the supply side are structural in nature and are something certainly to be paying attention to when you think about the FMCSA sizing about 200,000 nondomiciled CDLs, potentially coming out of the market over the next few years. That's a big deal, and enforcement actions have sustained state by state.

And I think the DOT is taking corrective actions to ensure safety across the board for our roads. And I think that has the near-term implication of what's transpired into our business because we procure capacity on the spot market as a truckload brokerage and we've got a heavy contractual book of business.

So what we saw embedded in our Q4 outlook, which I'm sure we'll get to, is that when you think about Q4, we've got this contractual book of business and the cost of purchase transportation moved higher in the month of October as it relates to a lot of the supply tightening that I just referred to occurring. So sort of I said a lot there, overall state of the industry, and we can certainly dive into it.

So how do you think about, from an activity perspective, I guess if you look at some of the other industry kind of characterizations, metrics, whatever we want to look at, does it seem like it's kind of shaping up as you would have had anticipated? Or do you think it's kind of -- do you see indications it's much different.

So if you look at the industry-wide metrics over the last, call it, 4 weeks load-to-truck ratio, [ tender ] rejections have all moved generally higher, tender rejections sitting around 7%, line haul spot rates have moved higher as well. They took a little bit of a dip here in November and then over the last few weeks, have seasonally moved higher. So you're seeing the spot rates move higher ex fuel. So all the freight KPIs are certainly moving, have been moving higher, which is good in terms of when you think about what must be true for a better environment related to spot opportunities for someone like RXO, we typically talk about tender rejections hitting that 10% plus level and load-to-truck ratio hitting 8:1.

So -- and then getting contract versus spot spread closer to parity. So all of those are moving in the right direction. I think the question is how sustainable is that as you think about that into 2026. And I think certainly a part of what's been going on in terms of these key metrics moving higher has been the supply side. When you think about all of the supply that's come out, both cyclically and structurally over the last few months, so I think that's sort of how we see it right now in terms of tighter market and all of that was contemplated in our Q4 outlook. When you think about the range that we gave for Q4, we talked about sustained tightening market conditions embedded within our outlook.

What about from an activity perspective? Is it -- do you think it's kind of a normal peak season developing? I mean, are normal maybe -- that's the right word, again, given the kind of broader weakness we've seen, but do you see that kind of seasonal uplift it would be characteristic of the peak season.

We talked about a muted peak season. And I think if you look at just overall industry-wide volumes, this is not an RXO comment. You've seen overall tender volumes move higher over the last few weeks. Tough to tell if that's really attributable to peak season or more of a normalization of demand post government reopening with respect to the shutdown ending. So you've seen the normalization on outbound tender volumes from an industry-wide standpoint, and that goes back into what I was saying earlier in terms of some of the key metrics in terms of load-to-truck ratio and tender rejections moving seasonally higher, but I still think it's -- we call it for a muted peak season with respect to our Q4 outlook.

And I think the -- heading into 2026, it all depends on, as we think about the intersection of supply and demand does the enforcement actions -- do the enforcement actions sustain into next year? What happens by vertical, which certainly we can explore.

Right? Okay. But in terms of that expectation of a muted peak, it sounds like broadly, that's the way it seems to be playing out from a industry perspective?

Yes. I mean what I would say is the outlook that we gave for Q4 was $20 million to $30 million of adjusted EBITDA, and we talked about how in our brokerage business, we typically see an increase, and we are going to see truckload volumes grow sequentially from Q3 to Q4. That's contemplated within our outlook. But what you're seeing is the typical seasonal uplift that we generally see from an adjusted EBITDA standpoint, embedded within the outlook is that is muted because of the rising cost of purchased transportation.

We talked about that squeeze that really was severe in the month of October, and that is embedded within our Q4 outlook that, that sustains throughout the rest of the quarter. So that offsets some of the positive momentum from truckload volume moving higher. And then in our last mile business, we talked about how typically we see an increase from Q3 to Q4 from an adjusted EBITDA perspective. But embedded within our outlook is a decrease based on some of the slowing demand activity that we really saw after Labor Day.

Right. Okay. So $20 million to $30 million sounds like kind of broadly tracking against that, that does embed some tightening. How do you think about government shutdown? And was that actually a big impact, is kind of a depressing impact in October that you would make sense of what you see in November that there'd be some lift as you gotten beyond that? Or do you think it seems hard to gauge whether that was really meaningful impact of freight or not?

Yes, from a direct exposure standpoint, it wasn't that much for RXO. But on the margin, as you think about just consumers' willingness to spend and what that means for overall consumer confidence and overall freight volume activity, I certainly think that marginally freight demand was impacted by the government shutdown. I think certainly a positive that the government reopened and you think about one of the more obvious use cases with respect to government funding in terms of SNAP benefits, right?

You've got 40-plus million Americans that are dependent on SNAP benefits. So when you think about food and beverage type exposure that was definitely impacted by government shutdown. With the reopening of the government and those funds continuing to flow, I think that was certainly a positive in terms of just overall industry volumes.

Right. Okay. I think we look at the pattern in the last couple of years for spot rates and truckload market tightness. It is difficult to see some tightening in December. I think part of that seasonal activity, part of that's probably drivers late December, kind of go to the sidelines and during the holidays that seems to carry into January. So if you just look at the chart of dry van spot rates ex fuel, it seems pretty regular in the last couple of years as you see that pick up now.

Maybe this is a touch earlier than that, but how do you kind of distinguish between, hey, this is normal seasonal pattern versus the regulatory actions are really starting to bite and affect capacity?

What's interesting is that what's been occurring over the last 2 to 3 months is effectively unprecedented. When you think about overall industry volumes being so weak all year, and you have tightening KPIs such as load-to-truck ratio and tender rejections moving higher, that's not intuitive, right? So when you think about in the month of October as a great example, with cash freight shipments down 7% year-over-year, taking another step back relative to September.

And despite that, you saw load-to-truck ratio and tender rejections move higher. That gives, I think, certainly us confidence that you're seeing supply come out with respect to some of the structural and cyclical dynamics that are playing out. When you think about from this baseline here throughout Q4 into Q1, it's a great question, and I think it's going to be a function of a couple of things.

Over the last few years, you've definitely seen line haul ex fuel rates move higher from Q4 to Q1. Weather has been a big factor for the last couple of years. So I think we'll -- I mean without getting into [ La Niña ] predictions for the first quarter and the Southern stratospheric warming that may or may not occur over the next 30 days and what that means for for winter storms. I think you got to just put that in context where I'm not really sure what normal is anymore as it relates to the cadence from Q4 to Q1 on spot, but weather has definitely been an impact.

We talked about that earlier this year in terms of impacting the month of January. And I think most of the truckload space talked about that as well. What's interesting, though, is that you're still having carriers operating below where they need to with respect to breakeven, right? So all of the -- we put out the RXO curve, which came over from legacy coyote, it used to be the coyote curve. And one of the stats that we put in the release a couple of weeks ago is that you look at carrier rates in terms of spot rates over the last 10 years, basically flat in terms of overall freight rates.

But the cost to the carrier is up 34%. Insurance, tires, maintenance, overall inflation. So you're at an environment that is not sustainable for many reasons, just based on how economics work. So you think about some of the ORs that are out there for some of the trucking companies operating anywhere between probably [ 95 and 115 ]. So it just, I think, speaks to the fact that we're operating in an environment right now that is very painful for many carriers, given where unit economics are and ultimately speaks to the need for rates to move higher longer term to achieve acceptable margins longer term.

So what do you see in your own carrier base in terms of attrition that would result from this pressure? Is that something where there's been a change in the pace of attrition that's been meaningful. I think just kind of like headline type things. It does seem like you've seen more bankruptcies of kind of midsize trucking companies, I don't know, over the last 6 months, I would say.

It was a large 1 last night, yes.

Yes. So the new slow does seem to reflect that. It's kind of qualitative, but you guys have a lot of data and metrics. Are you seeing in your carrier base that there's like a higher pace of attrition.

Our carrier base has generally been pretty stable. The overall RXO network has about 120,000 carriers and 1.6 million power units. And we take so much pride on the restrictions that we have in terms of what must be true to drive on behalf of RXO in terms of compliance and screening and onboarding processes really thorough. And ultimately, you as a shipper you want that thoroughness. You want to be comforted by the fact that you have a betting mechanism that is in place to go ahead and ensure that it is the highest quality drivers.

We can go ahead and start a trucking authority and get our CDLs. But you're not -- we're not going to be able to drive for RXO on Day 1 after receiving your CDL. We have very strict requirements. It's going to be at least 3 months before you're even driving on behalf of RXO. And then as you assume, you have to go ahead and work your way up to earn the right to drive highly lucrative and profitable freight. So we've actually seen some -- it's been pretty stable in terms of the RXO core.

And I think that's one of the advantages of being the third largest provider of broker transportation in North America having access to massive amounts of capacity. And ultimately, the shippers longer term, when you think about all of the structural changes that are ongoing right now, what does the steady state look like when we get to the other side of this you as a shipper, and we hear this from our shippers.

They want to do business with large-scale carriers, large-scale brokers that have balance sheets and the ability to invest throughout cycle and have access to massive amounts of high-qualified capacity.

So I mean it's favorable, you have broad access to capacity. Obviously, that's to your advantage. I guess what makes a lot of sense to me or less intuitive to me is that with that larger capacity base, why would you not see attrition? When it seems like there's so much pressure on the carriers.

Well, I think when you -- you have to look into who is exiting the market right now. A lot of the exits have been nondomiciled CDLs, capacity that may or may not -- should potentially not even be in the industry, right? There are -- there's a ton and this has been widely reported in terms of individuals that have -- first name is no last name and name given, right? You think about who is getting some of these CDLs. This speaks to the pretty strict processes that we have internally in terms of who is driving on behalf of RXO.

So no doubt, over the last few years, you've seen overall carrier attrition a little bit based on the cyclical pressures that we've talked about. But in general, it's a pretty stable base. And I think this also speaks to one of the advantages that we saw with respect to the purchase of Coyote last year, the carrier base for Coyote is very different from that of RXO. So legacy RXO more owner operators, legacy Coyote more medium-sized to larger carriers access to a lot of these private fleets.

And as you know, to drive on behalf of private fleet, you're really going to be an employee and not have a nondomiciled CDL. So it speaks to the fact that we've got access to not only a massive amount of capacity, but very high-quality capacity.

What's the advantage of using more owner-operator versus kind of midsize and private fleet? Or is it just kind of like you get some advantage using everything?

I think it's the latter. It's just the -- the way the businesses were built -- RXO was built on getting access to power lanes across owner operators throughout the country, and legacy Coyote was more of centralized capacity as it relates to medium to larger-sized private fleets. RXO, we tried to crack into the private fleet market, and we weren't as successful as legacy Coyote was. So when we saw that difference in terms of the carrier networks and how complementary they actually were sort of just different ways of building up the density that both networks had and I think pretty complementary to each other.

Okay. How do you think about coyote, RXO cayote synergies and opportunities, how much impact is there when you look in 2026.

About cost synergies?

Cost synergies, cost of purchase transportation, just overall impact EBITDA in '26 versus '25?

Sure. So let's set the stage in terms of the cost efficiencies throughout the organization. So since we spun from RXO we've taken out over $125 million of annualized operating expenses, that includes about $60 million of operating expenses from Coyote. We announced a couple of weeks ago in earnings that we are instituting a new $30 million cost takeout on an annualized basis.

So that brings the grand total from $125 million up to $155 million. when you think about the flow-through into 2026, sort of 2 components to think about. There is the actions that were taken in 2025 from a synergy standpoint that will be fully realized into 2026. And then you think about the cost actions that we took in -- that we announced a few weeks ago that are being taken in the fourth quarter with the full annualized impact in 2026. Taken together, those combined numbers should be around $30 million, $35 million of annualized costs coming out of the model.

And I think that really does speak to us operating at a very efficient cost structure highly. And when we think about sort of incremental leverage associated with that, we're talking about from gross profit down to EBITDA with respect to volume, it could be $0.60-plus on dollar with respect to price, it could be $0.85 plus on dollar with respect to -- on the brokerage business.

One other thing to keep in mind in terms of the $35 million year-on-year tailwind that we'll have 2026 versus 2025, holistically across both operating expenses takeout and synergies there is certainly inflationary pressure in the business.

When you think about just overall cost inflation, that stat that I gave you earlier in terms of you think about insurance and tires and maintenance for a lot of the carriers, some of those certainly are true for us when you think about insurance and merit, et cetera. So you won't see all full $35 million year-on-year, '26 versus '25. But certainly, we continue to take out aggressive -- take out costs aggressively. And even when you look at the last quarter, you look at last quarter versus the full quarter when we closed Coyote in Q4 of last year, SG&A is down about $15 million or $60 million on an annualized basis, pretty big number.

So you mentioned $30 million to $35 million. How do we think about cost to purchase transportation and synergies from that? Is that -- when it gets that gets tricky when you say, well, spot rates are going up, and we're going to get squeezed. But we're getting a benefit from combined. So it's probably harder to decouple. But is that a factor we ought to consider for '26? Or should we just say, hey, let's not focus on that because we know cost of purchased transportation overall is going up.

You should absolutely consider it for 2026 and beyond because it was part of the strategic rationale associated with the acquisition of Coyote. You think about the combined pool of purchase transportation dollars across legacy RXO and legacy Coyote, almost $4 billion of [ PT ]. The ability for us to improve spend can drop from gross profit down to EBITDA. So that is a huge focus of the organization. We talked about last quarter how year-to-date, we're seeing since the carrier cutover, which occurred on the technology side, the first, over the last, call it, 5 months, we've seen about 30 to 50 basis points of incremental buy rate favorability.

We've given some framework where by May of next year, which is the 1-year anniversary of that carrier cutover and just to help frame things and put things in perspective for everyone, we did the technology transition in multiple phases. One of the first phases was making sure that all carrier reps across legacy RXO and legacy Coyote, we're covering freight in one system, which is the RXO system, RXO Connect and our proprietary TMS freight optimizer that occurred in -- on May 1. And it's also a pretty iterative process where over time, you'll have the ability for the carrier reps to improve productivity think about some of these carrier reps out legacy Coyote, almost tenured in the industry doing this for 8 to 10 years operating off of Bazooka.

So it takes some time to go ahead and learn the inner workings of the newer system and learn the freight that they have access to. By that 1-year anniversary of May, we feel comfortable that we'll get to about 100 basis points of incremental buy rate favorability. But you also bring up a very important point that you need to distinguish the cost synergies and the cost takeouts from that of purchase transportation synergies because purchase transportation synergies will move with how the market is performing. So ultimately, if you are in an inflationary rate environment, it will serve as incremental cost avoidance.

If you are in an environment that is status quo or perhaps loosening, you have the ability to benefit from incremental PT savings.

Great. Okay. How do you think about the kind of algorithm for 2026 overall? Is it base case -- you get a little bit of growth in freight, you get some tightening in the market, you get some rate increases. I don't know, what are some of the pieces that could come together in addition to what you've talked about on the cost side?

This is the longest freight recession on record. So I think we're not going to get into predictions for 2026 and what is already a very unprecedented environment. But what I can talk to, and I think this is really important, is our ability to outperform the market. And if you think back 12 months ago, we just completed the acquisition of Coyote. But underneath the hood, it was still clearly 2 separate companies with us first beginning the tech integration journey, the operation integration journey.

If you think about where we are right now, the integration is effectively complete. We are integrated from a sales standpoint, integrated from an ops standpoint, carrier integration complete, shipper integration on the customer side, materially complete. One CRM and one ERP, one pricing tool, combined data set of both legacy RXO and legacy Coyote in 12 months.

This is the largest integration that's ever occurred in the asset-light space. And we hit operationally our time line in terms of tech integration, which was a very robust and aggressive time line to begin with. So heading into next year as 1 RXO with the integration behind us, if you think about RXO over the last 10, 15 years, profitable growth has been our algorithm.

Outperformance in the brokerage market has been our algorithm. If you look back over the last 10 years, we have significantly outperformed the truckload market heading into 2026. The business has very good momentum as it relates to conversations with shippers and an integrated company across the board to go ahead and resume that outperformance that we've been accustomed to for the last decade.

How much visibility do you have to that? I think when Drew talked -- has talked about this year, he said, okay, we thought rates would go up. They didn't go up as much as we thought or they didn't really go up the market stayed soft. And so we probably underperformed a bit on maybe market share or volume relative to the stance we took on rates. You have done some heavy lifting and putting the pieces together, but it's also now a new entity versus what it was when you had the strong track record of growth.

So kind of what gives you confidence that you can go back to being growth above the market as you go '26, '27.

So you think about, as 2025 progress, to your point, we took a stance on rates earlier in this year and the market took another leg lower. So we think about where we are now versus 12 months ago at the time of the Coyote acquisition, we thought we were at or near the bottom of the freight cycle, and we thought that the market would move higher. It's taken a little bit longer. And there have been consequences as it relates to our truckload volume growth year, which first quarter was down 8%; second quarter, down 11%; second quarter down -- third quarter down 12%.

And at the midpoint of our outlook, we talked about down double digits again. So we've underperformed this year on the truckload side, to your point, no doubt, based on some of the pricing strategies that we engage. And if we knew if it was going to be a softer market, we certainly did not have to be as aggressive as we were on some of the price increases earlier this year.

But you sort of fast forward to where we are right now. And you think about the automotive headwinds that have impacted -- I want to be clear, it wasn't just legacy Coyote, right? Legacy RXO, we are the largest provider of managed expedite in North America for automotive. So legacy RXO, you look at our automotive volumes for the combined basis in 2025, they're down 20% to 30% year-over-year.

So fast forward to 2026, automotive stops being a headwind materially starting in Q1. Our truckload comps eased materially starting in Q2 of next year. And then in terms of your question on visibility, I think the conversations we're having with our customers have been very constructive. We've stabilized the volume. We talked about Q3, our truckload volume was up 1% sequentially. Q4 will be up again embedded within our outlook. And then when you think about off of that base, then being able to outperform the market irrespective of market conditions, we feel very good about that.

What we don't know is the demand environment where ultimately, if the demand environment still remains soft, we could have a very good bid season. But ultimately, what we call fill rates, right, would be challenged, whereby customers have a view of demand and ultimately, if the shippers forecast is off because the consumer deteriorates as an example, their demand goes lower and therefore, our demand would go lower, even if you had that award. But in terms of the ability to continue to stay close to customers, servicing that freight exceptionally well now as one RXO we feel very good about.

Let's spend a little bit of time on the regulatory side. I know you look at a lot of the details of what's happening in the specific regulatory actions, you're thoughtful about how that manifest and how big the impact can be. What's your latest thought on what are some of the key regulatory actions that are taking place and how you think that is base case, how it tracks market in 2026?

I think the biggest regulatory action that has been taken over the last, call it, 6 months, I'd say, have been twofold. One was the executive order, the Rules of the Road executive order in May of this year, which required English language proficiency on behalf of truck drivers and the ability to interpret road signs. And the second was the interim final rule from the DOT in September, which effectively paused the issuance of nondomiciled CDLs. Those are very significant in terms of the potential implications to the truckload industry, and we saw a preview of that in October in terms of the capacity that's come out.

So sizing that up I think the FMCSA has sized up 200,000 nondomiciled CDLs being impacted by the interim final rule on a base of 3.9 million, that's about 5% of overall capacity. But then you sort of break down that denominator, which is about 3.9 million CDLs that are out there, what is the true denominator of the [indiscernible] higher truckload market, excluding private fleets, probably somewhere close to anywhere between 1 million and 2 million. So it's a significant amount of capacity that could permanently leave the market, and that has long-term implications, which are positive for many constituents. One, it's positive for the road and positive for driver safety.

It's positive for large-scale carriers and large-scale brokers like RXO when you think about the ability for -- like we were talking about earlier, shippers wanting to do business with carriers and brokers that have very rigorous training processes and qualification processes in order to go ahead and drive on behalf of RXO. And you think about what that could mean longer term. There's also brokers that are out there that leverage this nondomiciled capacity, and those business models might now go away.

So you think about what that means in terms of market structure, I think it's a really good thing for the industry. And I think it's a really good thing for a large-scale broker like RXO, the top 9 brokers post the acquisition of Coyote represented about 45% -- 50% of the overall industry structure. Longer term, we think the top 5 probably represents 50% to 70%. So I think winners take most type market structure with respect to having the ability to invest throughout cycle, having the balance sheet, having the ability to stay close to customers and are having access to that massive capacity to weather a lot of the structural changes. But those are the 2 biggest changes that have occurred in 2025.

It seems like DOT and FMCSA keep discovering kind of -- or maybe identifying kind of, if you want to say, fraudulent or questionable, approaches, whether it's self-certification of ELDs. So perhaps you and I [indiscernible] the use, right? driver schools that are inadequate. So it's kind of the nondomiciled CDL issuance that states weren't following rules or some states weren't. So it's kind of this and that. And the other thing. Do you think those other elements are pretty significant too? And do you think that there's just like so much momentum that has got to have a big impact? Or is it still unclear what this does?

No, no, I very much agree with the former in terms of all of the actions in totality have the potential to be very significant in terms of what happens to the overall supply balance for this industry longer term because you're right, it's not just about the executive order on the rules of the road and English language proficiency. It's not just about nondomiciled CDLs. I mean even in the last 24 hours, you've had the DOT identify almost half of the schools that are teaching these drivers to get the qualifications potentially be ineligible going forward.

It's about 15,000 driving schools in the U.S. and almost 7,000 or 7,500 have been identified that hit last night. I think yesterday also, the DOT identified Minnesota issuing 1/3 of their nondomiciled CDLs as potentially being problematic. So it's not just 1 issue. It is multiple. And I think this is all in the name of improved driver safety, improved road safety, reducing fraud, reducing theft.

This is a very good thing for the industry and longer term, steady state. It's -- and I think that's an important point because you think about in the near term, no doubt it's impacting our business because you've got what I talked about earlier in terms of a current unprecedented situation with -- you look in October as a great example, load-to-truck ratio and tender rejection is moving higher despite weaker demands because all of the supply is coming out.

So it's painful in the near term for us in terms of financial performance because we're getting squeezed on the buy side with weaker demand environment. So there's no real accretive spot opportunities to help offset that squeeze. But that's also mechanical, right? That's what happens when you've got a large book of business with Tier 1 enterprise shippers and no spot environment. You then fast forward to steady state if you've got an environment that is cleaner from a supply standpoint with higher quality supply, higher-quality brokerages that is a good thing for freight rates longer term, and it's a good thing for road safety longer term.

So in this framework where you have kind of flattish freight, but you have capacity coming down, you could have a good outcome for rates. However, it can be challenging for brokers. How long do you think -- like each cycle is different, but if you look at historical cycles, how long do you think the squeeze last? I mean just like you're getting squeezed in October, getting -- starting to get squeezed in 3Q. I mean is this -- this runs through 2Q next year? Could this run longer than that?

Is -- I mean it would be nice to -- I think you say it's what is it a good squeeze or something or good whatever term you use, but good and bad. But you'd like to get through the bad or the challenge and get to the good news on the other side. So any thoughts on how long that might last.

Yes. I don't have the crystal ball in terms of how long the squeeze will last. We are in unprecedented times in terms of going on year 4 of this freight recession. But I think we gave some color on the earnings call in terms of last time we had a squeeze like this. Within 2 quarters, we have that rebound. But ultimately, every cycle is different, and it comes down to supply and demand. So does supply keep coming out at the rate that it's been coming out? And do you see any kind of rebound in demand across the key verticals that we serve, which are food and beverage, industrial manufacturing and retail e-commerce.

The key signs that I look for are what's going on with the industrial manufacturing PMI, especially the new orders component, what's going on with building permits as well as consumer confidence. And really, the housing market is also really important for the freight market, as you know, about 15% to 20% of overall freight demand in every new truckload or every new home, sorry, is the equivalent of 6 to 8 truckloads.

So getting that long end of the curve to come down in terms of mortgage rates would be helpful. We are sitting at 12-month lows in terms of mortgage rates, and you've seen a recent increase in applications. So to the extent that sustains that will be good for our brokerage business, and it'll also be good for the last mile business given our exposure to big and bulky.

So what's the prior period you referred to as an analogy from when there was a squeeze?

We're going back to, I want to say, the -- I think the 2019 time frame for legacy RXO when we talked -- when we saw that gross margin performance dip and then the 2 quarters [ subsequent then ] rebounding.

2018 or '19?

I think 2018, 2019 around...

Okay.

And that also speaks to the earlier question that you had, Tom, on why it's so important to continue to focus on our ability to procure transportation effectively, right, regardless of what happens in the market as we strive to hitting that 100 basis points of improvement of long-term productivity gains -- sorry, long-term purchase transportation gains that will clearly help offset some of the squeeze to the extent that we can achieve that faster. So when we think about our business model, you're never going to avoid the squeeze, right? We've got a book of business that's 70% plus contractual in nature, and our book of business we've got a little SMB, but it's mostly large Tier 1 enterprise shippers. So when you've got that large book of business with higher PT costs, that's what happens on the gross margin line in terms of the squeeze impact.

And to your point, the good squeeze versus the bad squeeze. We've had multiple episodic squeezes over the last 3-plus years since we've spun and it's been because you've had every time there was an event you think about road check week or any kind of winter storm, it's always met with rising rejection rates, rising load truck ratios, but you always get back prior to -- you always get back to the prior baseline because ultimately, too much supply relative to demand. So we'll see how long this squeeze lasts. This has now been. We start to see a little bit of tightening into September, and now we're in December, and rates are still moving higher. So we should see if this sustains.

Okay. We've got a little less than 5 minutes left here. I want to ask you about AI. So when we look at transport who can benefit, just structure what they do from use of technology in AI, we think C.H. Robinson is kind of blazing the trail of driving a lot of productivity gains you see in their pretty big headcount reduction numbers, 30% headcount reduction overall versus '22.

And I think it's hard to decouple how much is lean versus AI starting point. The asset-light model does seem conducive. So I think eventually, you'll see expeditors benefit from that? I know there's some dispute on that, some debate. But my own view is C.H. isn't the only one that can realize AI gains. The degree, of course, is different and whether you have lean, but why shouldn't RXO also be a name that can see some real benefits from that. I mean I tend to think we probably were pretty focused on Coyote integration. So that's the reason maybe it wouldn't be as transparent.

But I know some of it's starting point what we're already doing. But help me think about why you shouldn't be able to do that? Or is there a kind of big future opportunity from use of generative AI, agentic AI.

Absolutely agree with the premise that RXO has the ability to go ahead and benefit from leveraging AI in a strategic way that's transformative across the organization that improves our operating margins longer term. So I think the premise absolutely sound. I mean we spent more than $100 million a year on cash technology spend. That's not just -- so that's across OpEx, CapEx. And we think about the investments that we've been making across the board goes back 10-plus years ago on the machine learning side in terms of some of the pricing algorithms, but specifically to your question on agentic and gen AI.

We believe that we are entering an inflection point heading into 2026 with the rollout of many tools that we've been investing in for years. And it's not just the Coyote integration that, to use your word, sort of masked the investments that we've been making because we've been making these investments, and I would make the case that we've actually accelerated our time line and our road map with the Coyote acquisition.

One of the added benefits was when we bought the company, we saw it was on some of their tech road map. And it was actually -- and we saw it was on ours and in some cases, one was already on the other road map and vice versa. So the ability to go ahead and leverage best of both worlds, processes and order flows and workflows rather into the combined tech data set, I think, is really, really important.

So it all starts with having a clean set of data, right? If you think about building upon an integrated data lake, RXO data, Coyote data, that's all one. On top of that, you have an orchestration layer. And then on top of that, you've got multiple agents that can go ahead and effectively increase productivity across the organization as well as introduce the ability to unlock incremental margin from top of the funnel opportunities.

It's not just a cost play. It's also a revenue in terms of incremental margin play. And it's also a productivity play, right? Our productivity over the last 2 years is up 38%. So -- and we think we are still very much at the early innings of AI. So we've been rolling out GenAI and agentic AI and machine learning for a long time. This year, in particular, I think we talked a little bit about this on the earnings call.

If I look at some of the tools that have been implemented, we've leveraged agentic AI solutions from from a carrier rep standpoint already, saving 10,000-plus man hours associated with the deployment of that technology. We've rolled out millions of lines of code in terms of leveraging some of the AI tools that are available to us as opposed to leveraging -- or in addition to leveraging some of our engineering talent.

We've leveraged it in last mile in terms of image association and identification with respect to home installs. So it's across the board, and we are very much at the early innings with the opportunity to unlock significant potential heading into 2026 and beyond.

So what inning do you think you're at?

If we're doing this right, we're always in the first inning, right? Because ultimately, not to be cliche, but AI is -- we fundamentally believe that AI has the ability to structurally improve our margin profile longer term. I think it's also an important point that we are not a technology company. We are a tech-enabled company. How do we go ahead and invest aggressively in AI, aggressively in our tech road map and then marry that with the best operators in the industry to have that solution where we're leveraging tech effectively, and we're doing it with the best operators to have structurally higher margins longer term.

Right. Okay. That makes sense. Jared, thanks so much for joining us.

Thank you so much, Tom. Really appreciate it.

Yes. Thanks for joining us. Appreciate it.

Thanks.

Welcome to the RXO Q3 2025 Earnings Conference Call and Webcast. My name is Michael, and I will be your operator for today's call. Please note that this conference is being recorded.

During this call, the company will make certain forward-looking statements with the meaning of federal securities laws, which by their nature, involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those in the forward-looking statements. A discussion of factors that could cause actual results to differ materially is contained in the company's SEC filings as well as in its earnings release.

You should refer to a copy of the company's earnings release in the Investor Relations section on the company's website for additional information regarding forward-looking statements and disclosures and reconciliations of non-GAAP financial measures the company uses when discussing its results.

I will now turn the call over to Drew Wilkerson. Mr. Wilkerson, you may now begin.

Good morning, everyone. Thank you for joining today. I'm here in Charlotte with RXO's Chief Financial Officer, Jamie Harris; and Chief Strategy Officer, Jared Weisfeld. This morning, we announced our third quarter results. Year-over-year, overall brokerage volume grew 1%, driven by less than truckload volume growth of 43%. Brokerage truckload volume declined by 11% year-over-year, but increased by 1% sequentially.

Last mile stops grew by 12% year-over-year, the fifth consecutive quarter of double-digit growth, and we added cash to the balance sheet and had 56% adjusted free cash flow conversion. Brokerage gross margin was 13.5% and RXO's EBITDA was $32 million in the quarter, below our expectations. Contrary to our assumptions on last quarter's call, the market tightened in September.

Capacity began exiting in certain regions driven primarily by regulatory changes and enforcement. About 2/3 of RXO's freight in the quarter came from regions where buy rates increased, and this impacted our results. BA rates increased faster than our contractual sale rates with no meaningful corresponding increase in accretive spot opportunities. We take our commitments to our customers very seriously and continue to honor the service commitments we made in the quarter.

Industry tender rejections in the third quarter were 6%, RXO were just 2%. This build trust and strengthened relationship with our customers, and you can see the impact of our efforts in recognition we recently received from blue-chip customers, including United States cold storage, Owens Corning and Altonium, reliably serving our customers' freight at this point in the market cycle will position to win more spot loads in mini bids as the market recovers.

Now I'd like to provide you with the details on our fourth quarter expectations, including EBITDA between $20 million and $30 million. The biggest driver of the sequential decline is volume weakness within our last mile business, which is counter to typical seasonality. While we posted another quarter of impressive double-digit stock growth in the third quarter, since Labor Day, we've seen a weakening in demand for big and bulky goods. Jamie and Jared will discuss this in more detail later in the call.

In brokerage, we expect the squeeze dynamic to intensify into the fourth quarter. At this point in the cycle, roughly 70% of our truckload brokerage business is contract primarily with enterprise customers. So the squeeze on our gross profit per load has been acute. In addition, we have not yet seen a meaningful increase in accretive spot opportunities. When demand ultimately recovers, spot loads will increase, which will be accretive to gross profit per load helping to offset the higher cost of purchased transportation.

The big question is whether these changes to the industry capacity are permanent. If the regulatory changes hold and enforcement continues, we believe a significant amount of truckload capacity will permanently exit the market. This will help improve the overall safety of the industry as well as help combat theft and fraud.

This has the potential to be one of the largest structural changes to truckload supply since deregulation and could result in a higher for longer freight environment. RXO is well positioned to capitalize on that if it occurs because of our larger scale as the third largest provider of broker transportation.

However, for a sustained freight market recovery, we need increased demand for goods, and we aren't seeing that yet. Demand trends weakened throughout the third quarter and remain below typical seasonality. In fact, during the month of August, cash freight shipments reached their lowest level since 2020.

We continue to take strategic actions to position RXO for both the short term and the long term. We've greatly improved RXO cost structure throughout the downturn and took additional action in the third quarter. Since we've become a public stand-alone company, we've removed more than $125 million of cost. That is a significant improvement to our cost structure. Right now, the impact is being masked by the market-driven declines in gross profit per load. We're looking at our actions holistically.

Some examples of our initiatives include investing in artificial intelligence that frees up time for our team to focus on our customers' most challenging problems, optimizing our real estate footprint, and rightsizing our teams to ensure the optimal balance between current demand and ensuring we're staffed for growth.

Given the sustained soft freight market conditions, we've been moving quickly to streamline our costs within our brokerage business. As an example, in the third quarter, brokerage headcount declined by approximately 15% year-over-year. Our actions to date, including our investments in technology have already yielded substantial productivity gains in brokerage.

Productivity increased by 19% over the last 12 months and by 38% over the last 2 years. These are sticky changes to our business that will yield benefits in the future. I remain extremely confident in RXO's ability to deliver outsized earnings growth over the long term because of 5 things: our improved cost structure, larger scale, continued focus on profitable growth, best-in-class technology and ability to generate cash.

First, our much more efficient cost structure will provide us with significant operating leverage when the market improves. Second, we have a much larger scale. Scale is a differentiator in brokerage, and I'll highlight 2 examples.

Scale enables us to purchase transportation more effectively. Our common technology platform is helping us capitalize on additional power lines while providing the best truck for each load. During the third quarter, our incremental buy rate favorability was similar to last quarter, and approximately 30 to 50 basis points better when compared to the period before the carrier migration. Those improvements were more than offset by the September market tightening I mentioned earlier. We expect our buy rate favorability to further improve as we increase productivity across the organization. We remain confident that over time, our favorability will increase to approximately 100 basis points. Another benefit of scale is a decreased cost per load.

This was one of the guiding principles of the Coyote acquisition, and we achieved results in this area. Since our spin, our cost per load has decreased by more than 20%. We're effectively leveraging our increased scale and technology platform, and we'll continue to bring down our cost to serve.

The third driver of long-term value creation for RXO is profitable growth. This is part of our DNA, and we have continued opportunities to drive future growth. In addition to growing our core truckload business, we will also grow by offering valuable premium services that deepen relationships with customers. We're also in the early stages of growing more consistent sources of EBITDA, including managed transportation and LTL because they reliably bring in strong and more consistent profits through market cycles.

In the third quarter, we grew LTL volume by 43%, while LTL volume has grown significantly, it only represents about 10% of total brokerage gross profit dollars. We have a long runway in LTL. We have an exceptional track record when it comes to growth. Over the 5 years prior to the Coyote acquisition, RXO grew total volume by 72% organically and 11% CAGR.

Fourth, our technology is the differentiator, customers and carriers constantly tell us that our tech is the best and easiest to use in the industry. We invest heavily in this area, spending over $100 million every year. This technology powered by AI and machine learning helps our employees be more productive, freeing up their time to focus on our customers and carriers. It also enhances our customer experience and drives our pricing engines. And fifth, our asset-light business model enables us to produce strong cash flow.

In the quarter, despite the soft market conditions, our adjusted free cash flow conversion was 56%. We remain confident in delivering 40% to 60% conversion across market cycles.

In conclusion, although we're in a challenging market environment, and we're not satisfied with our near-term performance, we've taken decisive strategic actions. We remain focused on what has made us so successful over the past decade plus. We provide exceptional service, a comprehensive set of solutions, cutting-edge technology and deep customer relationships. All of this provides RXO with a unique algorithm for long-term growth. Now Jamie will discuss our financial results in more detail.

Thank you, Drew, and good morning. Let's review our third quarter performance in more detail. Our results were slightly below our outlook. The quarter, we reported $1.4 billion in total revenue, gross margin of 16.5%, adjusted EBITDA of $32 million and an adjusted EBITDA margin of 2.3%. Gross margin and adjusted EBITDA were primarily impacted by the increase in cost of transportation, further broad-based demand weakness and continued headwinds in the automotive sector.

As Drew mentioned, cost of transportation increased without a corresponding increase in cell rates or accretive spot opportunities. This caused a margin squeeze on our contractual brokerage volume during the month of September. Jared will provide more details later in the call.

Automotive was a continued headwind and represented an approximately $5 million year-over-year margin impact in the quarter. As we discussed over the past 2 quarters, this freight is time-critical and with high service requirements and typically carries a higher-than-average gross margin with strong flow-through to EBITDA.

Below the line, our interest expense was $9 million. For the quarter, our adjusted earnings per share was $0.01. You can find a bridge to adjusted EBITDA on Slide 7 of the earnings presentation.

Now I'd like to give an overview of our performance within our lines of business. Brokerage revenue was $1 billion and represented 70% of our total revenue. Overall, brokerage volume growth was 1% in the quarter. We had strong LTO growth of 43% which was offset by 11% decline in full truckload volume. The year-over-year decline in truckload volume was impacted by overall demand weakness, softness in the automotive sector and efforts we undertook with customers to Optimus price, volume and service.

Given the market tightened in September, brokerage gross margin was down 90 basis points sequentially to 13.5% at the low end of our outlook. Complementary services revenue in the quarter of $442 million increased by 5% year-over-year and was 30% of our total revenue. Gross margin within complementary services was 21.3%.

Now let's discuss each line of business within complementary services. Managed Transportation generated $137 million of revenue in the quarter, down 9% year-over-year. Managed Transportation continues to be impacted by lower automotive volume in our managed expedite business. Our last mile business generated $305 million in revenue in the quarter, up 14% year-over-year. Last mile stock grew about 12%. However, over the past few months, we have seen a weakening in the big and bulky demand. This trend has worsened into the fourth quarter.

Let's now discuss cash. Please refer to Slide 8. Adjusted free cash flow in the third quarter was $18 million, yielding a strong 56% conversion from adjusted EBITDA. As a reminder, our semiannual interest payment is not due until the fourth quarter which benefited our third quarter conversion. Year-to-date, our conversion is 50%. We're very pleased with our conversion at this point in the freight cycle.

Given our asset-light business model, we remain confident in a 40% to 60% conversion over the long term and across market cycles. We ended the quarter with $25 million of cash on the balance sheet which increased by $7 million sequentially, with no change to the revolver balance. We grew our cash balance despite $9 million of restructuring, transaction and integration cash outflows.

As you can see on Slide 9, our liquidity position continues to be strong with $590 million of total committed liquidity, of which approximately $375 million is currently available. Quarter end, net leverage was 2.3x LTM bank adjusted EBITDA, up slightly when compared to the prior quarter. I'd now like to talk about the actions we've taken to optimize our cost structure.

We've taken actions to achieve more than $125 million of annualized expense savings, including $65 million of post-spin cost and $60 million of cost synergies related to the Coyote acquisition. Today, we announced that we're taking additional actions that would yield more than $30 million of incremental annualized savings.

Collectively, this means a total reduction in annualized expenses over the last 3 years of more than $155 million. We're optimizing our cost structure, operating more efficiently and automating key processes.

Now let's discuss our expectations for the fourth quarter. Our outlook reflects a fluid macroeconomic environment with weakening freight demand and a continued increase in the cost of purchase transportation. For the combined company in the fourth quarter, we expect to generate between $20 million and $30 million of adjusted EBITDA.

While we would typically see a sequential increase in brokerage adjusted EBITDA in the fourth quarter, that has been more than offset by higher cost of purchase transportation. We are also expecting the decline in complementary services, driven by slowing demand in last mile, which is counter to normal seasonality. Jared will provide more details on our outlook shortly.

Slide 14 includes our fourth quarter modeling assumptions. There are a few things I want to highlight. We expect CapEx of approximately $20 million, we're tracking towards the low end of our previously discussed $65 million to $75 million outlook for the full year 2025.

For 2026, we continue to expect CapEx to be between $45 million and $55 million, down materially year-over-year. As we discussed, we're taking additional cost actions that will result in more than $30 million of annualized expense savings. In conjunction with these actions, we expect fourth quarter restructuring, transaction and integration expenses to be approximately $15 million. Below the line, we expect net interest expense of approximately $9 million an adjusted effective tax rate of approximately 30% and fully diluted shares of $170 million.

To summarize, recent accelerated capacity exits are putting upward pressure on our cost of purchase transportation and squeezing our contractual brokerage gross margin. This impacts near-term profitability given our large footprint of contract business with Tier 1 shippers. We are reliably servicing our customers' freight and are well positioned to win spot opportunities in special projects when demand recovers.

Longer term, as we think about the broader macro economy, we do see positive developments such as lower interest rates, new tax legislation domestic investment announcements and improving clarity on trade. Lower interest rates specifically can spur freight activity in many rate sensitive industries such as the housing sector.

As an example, according to the American Trucking Association, every new home built requires between 6 and 10 truckloads at Giles to be shipped. Mortgage rates recently reached 12-month lows and any recovery in the housing market would be positive for ground transportation and RXO. We are closely monitoring the macro environment and are positioned to benefit when demand strengthens.

Now I'd like to turn it over to our Chief Strategy Officer, Jerry Weisfeld, who will talk in more detail about our results and our outlook.

Thanks, Jamie, and good morning, everyone. As I typically do, I'll start with an overview of our brokerage performance in the quarter. To make the comparisons more useful for you, I'll give you combined numbers that include Coyote's results in the prior period. Brokerage volume in the quarter was up 1% year-over-year, outpacing the Cass Freight Index. LTL volume increased by a strong 43% year-over-year. LTO represented 31% of brokerage volume in the quarter, up 900 basis points year-over-year and down slightly from the second quarter. Truckload volume was down 11% year-over-year and represented 69% of brokerage volume, up 100 basis points sequentially.

Similar to last quarter, truckload volume was impacted by a decline in automotive efforts we undertook with customers to optimize price, volume and service and broader market weakness. From a vertical perspective, automotive volume was down 22% year-over-year. In the industrial and manufacturing vertical, encouragingly, we saw a slight pickup sequentially, which was largely driven by special projects.

Industrial manufacturing volume declined by 3% year-over-year. Contract volume was 71% of our overall truckload volume in the quarter. Contract business declined by 200 basis points sequentially and 100 basis points year-over-year. Spot represented 29% of our truckload volume in the quarter, up 200 basis points sequentially and 100 basis points year-over-year.

This was partly tied to the Coyote technology integration. As we migrated shippers to RXO Connect from Azuca, we benefited from an increase in API connectivity. This enhanced connectivity will also benefit the combined organization when the freight market eventually recovers. However, given the weakening demand environment, the spot opportunities were less robust when compared to the second quarter and not enough to offset the squeeze on our contractual book of business.

Before reviewing our financial performance and market conditions in more detail, I'd like to talk more about some of the technology offerings that we've rolled out in the quarter. We delivered technology that drives improvements across 4 key pillars: volume, margin, productivity and service. We've been developing and enhancing our artificial intelligence and machine learning capabilities for years, utilizing our proprietary data.

During the quarter, we made progress further enhancing our AI capabilities across each pillar. We enhanced our proprietary and differentiated pricing model, which leverages the combined data of RXO and Coyote. We implemented genic AI solutions to streamline carrier inquiries, reducing manual effort by tens of thousands of hours. We've deployed AI image solutions in last mile to ensure delivery and install quality, which has the opportunity to fully automate thousands of manual photo validations per day and our engineering teams have been leveraging AI tools that have generated millions of lines of code. We're applying AI to structurally improve the long-term margin profile of the business.

Let's now review our brokerage financial performance and market conditions in more detail, starting with revenue per load on Slide 10. In the third quarter, truckload revenue per load moderated year-over-year revenue per load, excluding the impact of changes in fuel prices and length of haul increased by 1%. The demand environment also weakened in the third quarter, negatively impacting revenue per load.

Let's move to Slide 11 and discuss brokerage margin performance and current market conditions. As Drew mentioned, the truckload market tightened during the month of September. This squeezed the margins in our contractual book of business resulting in a moderation in gross profit per load and third quarter brokerage gross margin at the low end of our outlook.

From a market standpoint, buy rates and industry KPIs moved higher in the quarter. Tighter market conditions have been entirely driven by supply side dynamics as overall demand has weakened. This tightening in supply is largely due to enforcement actions related to nondomiciled CDLs and English language proficiency.

From a seasonal standpoint, buy rates typically ease during September. This year, however, the market moved counterseasonally and buy rates moved higher in September. This trend not only continued but was even more pronounced in October despite weaker demand.

For the quarter, approximately 2/3 of our freight came from outbound states with buy rate increases. For example, we saw a cute tightening in California and Texas. Over the last 2 months, industry-wide line haul spot rates have moved up by approximately $0.06 per mile with no increase in fill rates or a corresponding increase in accretive spot opportunities. While RXO continued to procure transportation more favorably than the market, we are not immune to market squeezes given our large contractual book of business with Tier 1 enterprise shippers.

As it relates to purchase transportation savings from the Coyote acquisition, our incremental buy rate favorability was similar to the prior quarter at approximately 30 to 50 basis points. Our customer and carrier representatives continues to increase their familiarity and productivity within RXO Connect. We remain confident in our ability to achieve 100 basis points of incremental favorability over the long term. As a reminder, in tightening market conditions such as the current market, incremental favorability serves as cost avoidance.

Turning to Slide 12. As we just discussed, truckload gross profit per load moderated in the third quarter, given softer demand and tighter capacity. This market tightness intensified recently. And to put in perspective, our truckload gross profit per load in the month of October was approximately 25% behind our 5-year average, excluding COVID highs. Incremental margins attributable to a gross profit per load increase are very strong in excess of 80%.

Moving to Slide 13. RXO LTL brokerage volume continues to outperform the broader LTL market. In the quarter, LTL gross profit per load also improved sequentially. We have many opportunities to continue to grow LTL volume with existing and new customers. I'd now like to look forward and give you some more details on our fourth quarter outlook.

We're assuming a muted peak season and weak demand trends across all our lines of business. Starting with brokerage. We expect overall volume to decline by a low single-digit percent year-over-year with continued soft truck volume trends partially offset by strong LTL growth. Market tightness intensified in the month of October and is expected to persist throughout Q4, pressuring brokerage gross margin and gross profit load. We anticipate that brokerage gross margin will be between 12% and 13%.

Let's now talk about complementary services. In Managed Transportation, while business has strong sales momentum and an expanded pipeline managed expedite automotive headwinds continue to impact us in the near term. In last mile, demands within big and bulky have weakened after Labor Day, and we're taking that into account in our outlook. Putting it all together, we expect RXO's fourth quarter adjusted EBITDA to be in the range of $20 million to $30 million.

While we would typically see a sequential increase in brokerage adjusted EBITDA in the fourth quarter, that is being more than offset by higher cost of transportation. We are also expecting a decline in complementary services, driven by slowing demand in last mile, which is counter to normal seasonality. Taken together, the impact of these 2 items is approximately $15 million.

Similar to previous quarters, we thought it would also be helpful to share some options underlying our fourth quarter outlook. The low end of our adjusted EBITDA outlook assumes a further moderation of our truckload gross profit per load. This would include a continued increased buy rates and no corresponding increase in accretive spot opportunities. The high end of our outlook assumes an increase in our gross profit per load improvement in brokerage gross margin. This would include accretive spot opportunities to offset the squeeze.

To close, we continue to operate in a soft demand environment. On the supply side, continued enforcement of non-domiciled CDL restrictions and English language proficiency would result in a major structural change to the industry. While our brokerage gross margin is impacted in the near term, assuming enforcement continues, this could result in a sharper inflection when demand eventually recovers.

Longer term, this could be a very positive development for large-scale brokerages like RXO and it would strengthen safety, new steps and fraud. Our actions over the last several years have improved RXO's cost structure, which will lead to higher earnings across market cycles. We have taken actions to remove over $125 million of cost. We announced more than $30 million of new cost initiatives today to enhance operational efficiency. We've improved brokerage productivity by 38% over the last 2 years. Our brokerage cost per load has decreased by more than 20% -- spend and we are committed to investing in technology, including AI with a strong return on invested capital.

More than ever, shippers want to do business with large-scale brokerages that have the resources, capital and ability to invest throughout market cycles with a continued focus on profitable growth, a more efficient cost structure, larger scale and a cutting-edge technology platform, we are well positioned to drive significant long turnings and free cash flow growth.

With that, I'll turn it over to the operator for Q&A.

[Operator Instructions]. Our first question will come from Stephanie Moore with Jefferies.

I want to get a sense, I guess, just on the underlying market dynamics and specifically the supply environment, which you've touched on here, but there's a lot of debate on whether these federal enforcement actions will be enough to shift the supply-demand balance. So the first question is, do you think the axis are sustainable and enough to structurally reduce market supply. And then second, if this is, in fact, the final squeeze that we would expect to see at the bottom of the cycle, if demand doesn't materialize near term, what actions can RXO take just to manage gross profit for loads for say, the next couple of quarters?

Stephanie, it's Drew. I'll take the first part on the reducing capacity and Jared will take the second part of your question on the -- gross in dollars and gross profit per load through a quarter. When you look at what's going on, on the supply side, as I said in my prepared commentary, I think is the biggest structural change potentially in transportation, compare it to something like ELDs. And when ELDs were enforced, drivers had a hoist of whether or not they were going to invest into their equipment and continue to haul.

At this point, they don't have a choice, being pulled off the road if they're nondoncile drivers or English language proficiency doesn't meet the requirements. So I think it's a much bigger change than what anything that has happened in the industry in the past. And it is something that will take out capacity in a major way in large percentage points. The one thing that we still need is for demand to return overall. As demand returns, what that does is it creates a much sharper inflection as the market comes back.

And Stephanie, on your second part of the question in terms of if it's the final squeeze, but demand doesn't recover, what actions can we do? I would point to the $30 million of new cast cost initiatives that we announced this morning, more than $30 million, where you'll see a partial impact here in the fourth quarter. We continue to streamline the cost structure of the business, and we see significant opportunities as it relates to improving that cost structure longer term.

As you think about additionally heading into next year, I think Drew touched on this in the opening remarks, our cost of purchase transportation benefits as carrier reps continue to gain incremental efficiencies on RXO Connect and Freight Optimizer, the ability to go ahead and become more productive and benefit from a PT standpoint. I think are very clear.

And then the last thing I'd close with is, I think Jamie touched on this Ultimately, we are seeing lower interest rates and the benefits associated with the bills that were passed through -- Congress as it relates to potential investments in the U.S. as well. So if you think about what this is setting up for when supply eventually continues to normalize combined with a demand inflection, it would be pretty strong on the other side, but enforcement does need to sustain.

Our next question comes from Brandon Oglenski with Barclays.

Drew, this is going to come off a little critical, but I think it's probably for the betterment of everyone on the call. I mean let's take a face value, your adjusted EBITDA guide here is down about 40% at the midpoint year-on-year, and that's a year in the Coyote. We really thought Coyote was going to be transformative, a pretty big acquisition for a company of your size. I guess, looking back, are there things that you maybe wouldn't have done? And I mean, maybe to exemplify it, I think the last couple of years, you guys have said, look, a is usually a lot weaker than 4Q. Is that what we're to infer here? And if that's the case, I mean, I guess investors are probably going to look for more tangible actions here on earnings.

Yes. Bren, thanks for the question. If you look back at the Coyote acquisition, on people, customers and technology, we have done extremely well. But the financial results are not where they need to be. And the biggest miss off of that was whenever you went into the 2025 market we made a decision on pricing. And we took price up off of that. I made the wrong call on that one. And that is something that has impacted overall volumes. And if you go back and you look at our history, we've outgrown the market for several times. I look forward to us getting back to the days of where we are the market leader, and we're the transportation leader from a growth standpoint of taking market share.

Clearly, 2025 is not where we want it to be overall. As you go from 4Q to 1Q, first, I would say we'll start with the third quarter. Typically, from the third quarter to the fourth quarter, you see brokerage and last mile go up from an EBITDA perspective. That is not what you're seeing this year. So the headwind going from 4Q to 1Q is not the same as what it typically would be.

We also have the cost actions that we have taken that will be impacted from 4Q to 1Q. So I don't think it's an apples-to-apples. Demand is still in a known as we go into Q1 and are we still getting squeezed as we go into Q1, that's unknown. But ultimately, what is happening in the business right now is setting up for a very, very good thing.

Well, I appreciate that, Drew. And Jamie, can you talk to your adjusted leverage calc that I think speaks to some of your covenants. And is that going to be a challenge just given the earnings outlook here into the fourth quarter, especially as you move forward?

Yes. Thanks. Yes. So we ended the quarter a leverage of a net 2.3. If you look forward to the midpoint of our range at the end of Q4, say, 20 to 30 to 25, you'll be about 2.8. Our covenant is 4.5, so we've got a lot of headroom. We have a very strong balance sheet. We got access to several hundreds of millions of dollars of capital. So we're not concerned about that.

One thing I would point out, we had -- as Drew said, we had a strong cash flow quarter, 56% conversion, added cash to the balance sheet. As we look forward to fourth quarter, we will have the semi-annual bond payment, which is normally due in Q4, which will make that. And so we'll use some cash in the fourth quarter. But as you look at '25 holistically, one thing that's really important to point out. There's about $65 million or $70 million of cash outflows in 2025 that will not reoccur in '26.

3 drivers. Number one, in the first quarter, we had $25 million of cash usage to finish paying for transaction fees related to the Coyote acquisition that happened in '24 as purely down. Secondly, our total spend on restructuring and integration will go down approximately $30 million year-over-year. And then third, our CapEx will go down $10 million to $15 million.

So if you think of all those together, we fully got $65 million or $70 million of cash outflow in 2025 that will not reoccur. If you put that in context of the '25 midpoint of the range for the full year, that means we would be producing $20 million to $25 million of free cash flow in '25.

So if you think about at the bottom of the cycle, very strong. It really sets up nicely as the cycle improves. That number will go up. And so all that taken together, we have a very strong cash flow business. We have a very strong balance sheet, and we always watch the balance sheet closely, but we're -- it's not something that we're overly concerned about right now, but we do pay close attention as is expected to.

Our next question comes from Ravi Shanker with Morgan Stanley.

So the bit of an AI arms race out there in the brokerage space, it's all about how many Agentic AI bots you have and how many press releases you put out. But you said that your customers are telling you that you have the best and easiest tech out there. Can you just unpack for us the process of going out there and selling your tech platform to your customers? Like, what are they looking for? How do you drive conversion? And kind of how do you differentiate yourself with what else is out there from a tech world because sometimes it is hard to see for us in our seat.

Yes. Ravi, one, I appreciate the question. The only thing I would level set on is it's not about press releases for us just about results for employees, it's about results for customers. It's about results for carriers. And we are hitting an inflection point with our AI investments that we have been making. Not only have we been running an integration, we have been investing in AI, and we've been investing in it heavily. When you look on the ability of what we're able to do on the pricing side, it is something while we had a very strong pricing algorithm that's allowed us to outperform the market from a margin perspective for a decade plus, it is getting better. when you look at the way that we are communicating with carriers. It is changing, and it is allowing our reps to spend more time focusing on solutions.

And then the last thing is even if you look at our last mile business, we've done things like whenever you're doing an installation versus a person going in there and getting a photo and checking it, we've been able to actually do that with an AI bot that is checking everything from an installation standpoint, which is critical to our customers and consumers and how that process unfolds.

So for us, very excited about hitting an inflection point with AI and what it will actually mean from an operating margin perspective to the business. and look forward to hosting you next week and let you actually see it on the floor of how it impacts carriers lives, how it impacts customers and how we're interacting with them so that you can see it live and in person.

Great. Looking forward to that as well. Maybe a super follow-up. Your 4Q guidance is predicated on the current demand-supply equation holding, right? So if for some reason, the supply side or the enforcement drops off or supply side gets looser, your 4Q gross margin will be better than guided.

Ravi, as you think about the range that we provided for Q4, $230 million of adjusted EBITDA, the midpoint assumes that current market conditions in terms of the intensification that occurred in the month of October with respect to market tightness given the supply dynamics that we talked about that sustains throughout the rest of the quarter. The low end assumes that the market further tightens in terms of that squeeze impact without a corresponding increase in demand in spot opportunities. So that environment would result at the low end.

And for the high end, to your point, as you think about either the market tightening to the point where it results in some pressure in waterfall routing guides and some spot opportunities and/or if there is an easing in buy rates that would allow gross profit per load to improve from current levels to get to the high end of our guide for Q4.

Our next question comes from Chris Wetherbee with Wells Fargo.

I guess I wanted to ask a question about operating expenses and your ability to maybe sort of rein those in a little bit as you go forward in this weaker market. Maybe you can talk a little bit about the potential opportunities you have. It looks like if I just sort of zone in on direct OpEx and labor expenses, those have been relatively flat in this market over the course of the last few quarters. Is there work that you can do there to try to adapt to what has been obviously a more challenging outlook?

Yes. This is Jamie. We've taken a lot of cost actions in spin, $155 million in total, including the synergies we've got from the acquisition. We're constantly looking at our expenses. If you look at our P&L, a lot of the direct OpEx that you see in the P&L relates to our last mile and our managed transportation business SG&A that shows up in the P&L across all the business lines. There's still plenty of actions that we can take, and we've talked about automation. We've talked about process improvement, one of the things that we're constantly working on, Drew mentioned in his remarks, footprint, how do we consolidate footprint so we can give the same level of customer service in fewer square feet of space and fewer facilities. Those are the type of things we're constantly working on.

And yes, there is more that we can do and we're constantly working on those type of activities. And you can see it with the $30 million that we announced today, I mean, that's a constant process that we're going through.

Okay. That's helpful. And then I guess, maybe, Drew, if we could sort of zoom out a little bit and try to get a sense of maybe how we come out of this dynamic that we're in right now. I know that we typically see the cycles turn simply driven by the supply coming out, and it seems like that's happening without any demand, I guess. Maybe help us a little bit as you think about the next couple of quarters as you guys are planning for the sort of demand environment. What do you see out there? You obviously need demand? Where do you think it comes from?

Yes. I think, Chris, there's a lot of things that we're watching on the demand, as Jamie alluded to in his prepared comments, we're watching what happens on the interest rates. We're wanting what is happening in the homes. We're paying very close attention on the automotive side. As you know, in automotive, there is the managed expedite portion. And that's when everything breaks down and you have to get something to a plant to avoid shutdown. That's a big piece of our business.

And when you look at what that piece of the business was during the peak, it was around 13% of our gross margin dollars in brokerage came from expedite loads. Right now, we're sitting at around 1% or 2%. So to see where the business can go to getting back on track from that perspective. we've always had a big presence in retail and e-commerce, and we have a lot of great relationships there.

From the Coyote acquisition, we gained a lot of exposure to food and beverage. And one of the things that we've been really focused on, on the sales side is expanding in the technology vertical and expanding in the high cargo value goods area. And we have got a very good pipeline. We're seeing good wins in those areas and look forward to the results.

The second part of your question, I think, was more on the market and what's going on. And what I would say is this is not an episodic squeeze. This is not DOT checkpoint weak. This is not produce season. This is not a weather impact this is a structural change that is taking place in the industry if it persists. And so supply coming out is real, it's happening.

And on the other side of that, with the demand, that sets up extremely well for large carriers, specifically brokers who have good relationships with their customers who provide good service, can provide a comprehensive set of solutions and have great technology. We fit -- we check the box on every one of those. So this is mechanical and part of what we go through at this point in the process, but we know it's on the other side of it.

Are you willing to sort of venture a guess what the capacity rationalization might look like in terms of percent of the fleet?

Chris, we're watching a lot of the same things that you're watching. And I mean if you take out the private fleets and the large carriers, there's numbers out there that could be 15% to 20% of capacity. And if that happens, that is a big change within the industry and a lot of capacity that we'll be exiting.

Our next question comes from Ken Hoexter with Bank of America.

So Drew or Jared, I just want to understand kind of the messaging here for the fourth quarter. Is this just the squeeze of the spot price that shifted quickly? Are you seeing an acceleration in the demand falling away? Just it seems like such a significant -- more significant change for a fourth quarter outlook than we've heard from other carriers that have also reported within the past week. So I just want to understand what you're seeing maybe that's a little different. Is the cost exposure unique to RXO in terms of 2/3 of the cost came from regions where the buy rates increased? Is that maybe something more particular to RXO than your peers? Or is it the capacity tightening more in Texas and California? So any thoughts, I know it's a long question, but any thoughts on that would be helpful.

Ken, it's Jared. So when you think about the bridge from Q3 to Q4, typically, both brokerage and last mile are up sequentially from third quarter to fourth quarter. This year, we are assuming that they are both down sequentially, and that's a function of both of what you cited in terms of lower demand and higher PT costs.

So on the demand side, we are seeing lower demand across the business. We saw that play out throughout Q3, and we are expecting the same in the fourth quarter. I'd say specific also to last mile, we did see a drop off, call it, after the Labor Day time frame with respect to goods for big and bulky.

So last mile is seasonally up into the fourth quarter. and we are expecting that to decline sequentially given that decline in big and bulky demand. With respect to the question as it relates to purchase transportation costs, right? So when you think about our business, to your point, we did see about 2/3 of states where we were moving goods from an outbound standpoint, our PT costs going higher in the third quarter. So I'd say it moved modestly higher in the month of September. But that acute tightening really did happen over the last 4 weeks after the emergency order on nondomiciled CDLs came into effect at the end of September. And we've seen that play out with gross profit per load and gross margin compression within the brokerage business in the month of October.

And what makes this interesting and unique to Drew's point, where this is very structural from our standpoint because this is not an episodic squeeze like we've seen over the last 3 years, where -- whether it's seasonality due to produce season or DOT checkpoint. This is a lot of capacity that is coming out of the market. And ultimately, it's happening at a point where we are having weaker demand trends. So you don't have routing guide pressures to allow for accretive spot opportunities. So that's really what's playing out here, Kevin.

So just to clarify that, Jared, because again, I'm just trying to compare it versus what we've heard from some peers, right? So the lack of spot opportunities, but are you seeing that core demand fall faster? I'm just trying to differentiate kind of why we're seeing maybe some cost for some margin accretion at some relative peers versus the continued pressure. I get the cost side, I think you've made that quite clear in terms of the speed with which this is happening. So is anything also happening on the demand side?