C.H. Robinson to acquire RXO at $5.8B enterprise value
RXO shareholders can choose cash, shares or a mix; elections are prorated to target approximately 57% cash and 43% shares.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
C.H. Robinson Worldwide, Inc. (CHRW) agreed to acquire 100% of RXO in a stock-and-cash transaction with an implied enterprise value of $5.8 billion. RXO shareholders may elect $17.25 cash plus 0.0856 CHRW share per RXO share, $30.25 cash, or 0.1992 CHRW share; cash-only and stock-only elections are subject to proration, with aggregate consideration designed to be approximately 57% cash and 43% shares. No election defaults to mixed consideration.
The combined company is expected to have enterprise value of over $25 billion, with RXO shareholders expected to own 11% at close. The transaction is expected to close in the first half of 2027, subject to RXO shareholder approval, antitrust clearances and other customary conditions. CHRW expects approximately $300 million in net run-rate cost synergies within two years after close and expects the transaction to be accretive to adjusted EPS within nine months of close, with mid-teens accretion in 2028. CHRW has a commitment for up to $4.5 billion under a 364-day senior unsecured bridge facility to support part of the cash consideration, refinance RXO’s existing credit facility and pay related fees and expenses; completion is not conditioned on financing.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Expected $300 million net run-rate cost synergies within two years after close.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Adjusted EPS accretion expected within nine months of close.
Negative
- None.
Filing Explained
The agreement sets an outside date; a one-hundred-seventy-five-million-dollar fee applies only in specified termination cases.
The acquisition is agreed but not completed: MFN Partners has committed to vote its approximately
Either party may terminate if the transaction has not closed by
8-K Event Classification
Key Figures
Key Terms
Net run-rate cost synergies financial
Proration financial
364-day senior unsecured bridge term loan facility financial
Net leverage financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the CHRW and RXO merger consideration terms?
When is the CHRW and RXO deal expected to close, and what approvals are required?
Is the CHRW and RXO transaction conditioned on bridge financing?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 4, 2026, C.H. Robinson Worldwide, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RXO, Inc., a Delaware corporation (“RXO”), Rover Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub 1”) and Viking Logistics LLC, a Delaware limited liability company and a direct or indirect wholly owned subsidiary of the Company (“NewCo”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the closing, (i) Merger Sub 1 will merge with and into RXO (the “First Merger”), with RXO continuing as the surviving corporation in the First Merger (the “RXO Surviving Company”) and becoming a wholly owned subsidiary of the Company, and (ii) following the First Merger, the RXO Surviving Company will merge with and into NewCo (the “Second Merger”, and together with the First Merger, the “Transaction”), with NewCo continuing as the surviving company in the Second Merger (the “NewCo Surviving Company”) and becoming a wholly owned subsidiary of the Company. The First Merger and the Second Merger, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Merger Agreement is intended to constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
The board of directors of the Company has unanimously approved and declared advisable the Merger Agreement and the Transaction. In addition, the board of directors of RXO (the “RXO Board”) has unanimously (i) determined that the terms of the Merger Agreement and the Transaction are fair to, and in the best interests of, RXO and its stockholders, (ii) determined that it is in the best interests of RXO and its stockholders, and declared it advisable to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by RXO of the Merger Agreement and the consummation of the Transaction and (iv ) resolved to recommend that RXO’s stockholders vote to adopt the Merger Agreement (the “RXO Board Recommendation”). The Transaction is expected to close in the first half of 2027.
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “Initial Effective Time”), each share of common stock, par value $0.01 per share, of RXO (“RXO Common Stock”) issued and outstanding immediately prior to the Initial Effective Time (other than shares held as treasury stock by RXO immediately prior to the Initial Effective Time and certain other excluded shares) will be converted into the right to receive, at the election of the holder and subject to proration as described below, one of the following: (i) a combination of $17.25 in cash and 0.0856 of a validly issued, fully paid and non-assessable share of common stock, par value $0.10 per share, of the Company (the “Company Common Stock”) (the “Standard Consideration”), (ii) $30.25 in cash, without interest (the “Cash Consideration”) or (iii) 0.1992 of a share of Company Common Stock (the “Stock Consideration” and, together with the Standard Consideration and the Cash Consideration, the “Merger Consideration”), in each case without interest and subject to applicable tax withholding. Shares for which no election is made will receive the Standard Consideration, and elections to receive the Cash Consideration or the Stock Consideration are subject to proration so that the aggregate cash paid and shares of Company Common Stock issued in the First Merger are the same as if all shares had received the Standard Consideration. Cash will be paid in lieu of any fractional shares of Company Common Stock otherwise issuable in the First Merger.
At the effective time of the Second Merger (the “Closing Effective Time”), each share of capital stock of the RXO Surviving Company issued and outstanding immediately prior to the Closing Effective Time will be converted into one limited liability company interest of NewCo Surviving Company, and each limited liability company interest of NewCo outstanding immediately prior to the Closing Effective Time will automatically be cancelled.
At the Closing Effective Time, each outstanding RXO time-based restricted stock unit award and performance based restricted stock unit award, whether vested or unvested, will be automatically cancelled and converted into the right to receive, within five business days thereafter, the Standard Consideration for each underlying share of RXO Common Stock, without interest and subject to applicable tax withholdings. Holders of such awards will not be entitled to elect or receive Cash Consideration or Stock Consideration, and the shares underlying such awards will be excluded from the calculations of the maximum Cash Consideration and Stock Consideration elections. For purposes of the foregoing, the number of shares subject to each performance-based award will be calculated assuming achievement of the applicable performance metrics (a) for the portion of such award relating to performance for each of fiscal years 2024 and 2025, at the actual level of performance, as determined by RXO, (b) for the portion relating to performance for fiscal year 2026, at the maximum level of performance and (c) for the portion relating to performance for each of fiscal years 2027 and 2028, at 200% of target, unless otherwise specified in the Merger Agreement. Any applicable tax withholding will reduce the cash and stock portions of the Standard Consideration otherwise payable in respect of such awards on a pro rata basis, based on the relative value of each portion. Notwithstanding the foregoing, any RXO equity awards granted after the date of the Merger Agreement will automatically be converted into Company restricted stock unit awards on the terms set forth in the Merger Agreement.
Each pre-funded warrant to purchase shares of RXO Common Stock that is outstanding immediately prior to the Initial Effective Time will automatically, in accordance with its terms, be assumed by the Company and, as of the Closing Effective Time, shall be exercisable for the Standard Consideration in respect of each share of RXO Common Stock issuable upon exercise in full of such pre-funded warrant immediately prior to the Initial Effective Time (without regard to any limitations on exercise contained therein), without interest and subject to applicable tax withholding. The Company will assume the obligation to deliver such consideration and all other obligations under the pre-funded warrants.
Following the closing of the Transaction, the Company Common Stock will continue to be listed on the NASDAQ Global Select Market (“NASDAQ”) and RXO Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including: (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of RXO Common Stock, (ii) the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and clearance under the antitrust laws of certain other jurisdictions specified in the Merger Agreement, (iii) the absence of laws or orders prohibiting the consummation of the Transaction or imposing regulatory restrictions beyond those the parties are required to accept under the Merger Agreement, (iv) the approval for listing on NASDAQ of the Company Common Stock to be issued in the First Merger, subject to official notice of issuance, and (v) the effectiveness of the registration statement on Form S-4 to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). The obligation of each party to consummate the Transaction is also subject to other customary closing conditions, including, among others, the absence of a material adverse effect with respect to the other party, the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement and compliance in all material respects with the other party’s obligations under the Merger Agreement.
The Merger Agreement requires the Company, Merger Sub 1 and NewCo to use reasonable best efforts to arrange and obtain the financing contemplated by the Debt Commitment Letter (as defined below) on or prior to the Closing (as defined in the Merger Agreement) and, subject to certain limitations, to obtain alternative financing if all or any portion of such financing becomes unavailable. The Merger Agreement also restricts certain amendments to, or the termination of, the Debt Commitment Letter without RXO’s consent, subject to certain exceptions, including for replacement by permanent financing incurred in lieu thereof. The Merger Agreement also requires RXO to provide customary cooperation in connection with the Company’s financing, to cooperate with the termination and repayment of its existing credit facility at the closing and, at the Company’s request, to take certain actions with respect to its outstanding senior notes, including the delivery of conditional notices of redemption and supplemental indentures and cooperation with any debt offers or consent solicitations the Company elects to conduct. The consummation of the Transaction is not conditioned on the Company’s ability to obtain financing.
RXO and the Company have made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (a) the conduct of each of RXO’s and the Company’s respective businesses between the date of the signing of the Merger Agreement and the consummation of the Transaction, (b) the efforts of the parties to cause the Transaction to be completed, (c) RXO’s obligations to convene and hold a meeting of its stockholders to obtain the required stockholder approval and (d) obligations to cooperate with each other to prepare and file a registration statement on Form S-4 and proxy statement/prospectus with the SEC.
From the date of the Merger Agreement, RXO is subject to restrictions on soliciting competing acquisition proposals, providing nonpublic information or engaging in discussions or negotiations concerning such proposals and entering into an alternative acquisition agreement. These restrictions are subject to specified exceptions that, before RXO stockholder approval, permit RXO to respond to certain unsolicited proposals and its board of directors to change its recommendation after making the required fiduciary determinations, subject to the terms of the Merger Agreement, including compliance with the Company’s notice and matching rights.
The Merger Agreement contains certain customary termination rights for each of the Company and RXO, including the right of either party to terminate the Merger Agreement if the Transaction has not been consummated on or before July 4, 2027, subject to two extensions of three months each (at either party’s election) if on such date all of the closing conditions
except those relating to regulatory approvals have been satisfied or waived (as it may be so extended, the “Outside Date”). Upon termination of the Merger Agreement under certain specified circumstances, RXO will be required to pay the Company a termination fee of $175 million (the “Termination Fee”). The Termination Fee is payable, among other circumstances, if (i) the Company terminates the Merger Agreement following a change of the RXO Board Recommendation or a material and willful breach by RXO of its non-solicitation obligations; (ii) RXO terminates the Merger Agreement in order to enter into a definitive agreement providing for a Superior Proposal (as defined in the Merger Agreement); or (iii) an acquisition proposal with respect to RXO has been publicly disclosed or made and not withdrawn, the Merger Agreement is thereafter terminated in specified circumstances (including a failure to obtain the approval of the RXO stockholders or a termination at the Outside Date), and within 12 months following such termination RXO enters into a definitive agreement providing for, or consummates, certain alternative acquisition transactions. In no event will RXO be required to pay the Termination Fee on more than one occasion.
In connection with the execution of the Merger Agreement, on October 4, 2026, the Company and a certain stockholder of RXO (the “RXO Significant Stockholder”) entered into a voting and support agreement (the “Support Agreement”), pursuant to which the RXO Significant Stockholder has agreed, among other things, to vote all of its shares of RXO Common Stock (which represents approximately 17.04% of the outstanding shares of RXO Common Stock) in favor of the Transaction and adoption of the Merger Agreement, and, subject to certain exceptions, not to transfer its shares of RXO Common Stock. Except for certain obligations set forth therein, the Support Agreement will terminate upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Closing Effective Time, (iii) the effectiveness of any amendment or modification to the Merger Agreement, or any waiver of RXO’s rights thereunder, that is effected on or after the date of the Support Agreement and without the RXO Significant Stockholder’s prior written consent and that (a) reduces the amount of, or changes the form of, the Merger Consideration payable with respect to the RXO Significant Stockholder’s shares or (b) otherwise affects the material terms of the warrants of the RXO Significant Stockholder in a manner that is materially adverse to the RXO Significant Stockholder, (iv) the approval of the RXO stockholders, and (v) the mutual written consent of the parties to the Support Agreement. If the RXO board changes the RXO Board Recommendation with respect to the Merger Agreement, the RXO Significant Stockholder will be released from its obligations to vote in favor of the Transaction and certain related matters and against specified alternative transactions and other actions, and may vote the applicable shares on those matters in its sole discretion.
The foregoing description of the Merger Agreement and the Support Agreement and the transactions contemplated by the Merger Agreement does not purport to be a complete description thereof and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, RXO, Merger Sub 1, or NewCo or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, RXO or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or RXO’s public disclosures.
In connection with its entry into the Merger Agreement, on October 4, 2026, the Company entered into a commitment letter and a related fee letter (collectively, the “Debt Commitment Letter”) with Morgan Stanley Senior Funding, Inc. (together with any other financial institution that becomes a commitment party as set forth in the Debt Commitment Letter, the “Commitment Parties”), pursuant to which, and subject to the terms and conditions set forth therein, the Commitment Parties have committed to provide the Company with a 364-day senior unsecured bridge term loan facility in the aggregate principal amount of up to $4.5 billion (the “Bridge Facility”) to finance a portion of the cash consideration payable in the Transaction, to refinance RXO’s existing credit facility and to pay related fees and expenses, and to backstop certain amendments to the Company’s existing revolving credit facility and note purchase agreement. The commitments under the Bridge Facility will be reduced by, among other things, the net proceeds of certain debt securities issuances and term loan borrowings by the Company and the effectiveness of such amendments. The funding of the Bridge Facility is subject to customary conditions for facilities of
this type, including the consummation of the Transaction substantially concurrently with the initial funding in accordance with the Merger Agreement. The Company intends to fund the cash consideration payable in the Transaction and related fees and expenses through one or more capital markets transactions and new term loan borrowings, together with cash on hand, subject to market conditions and other factors, and, only to the extent necessary, borrowings under the Bridge Facility. The Company notes that Morgan Stanley is both the Company’s financial advisor in connection with the Transaction and one of the Commitment Parties.
| Item 7.01 | Regulation FD Disclosure. |
On October 5, 2026, the Company and RXO jointly issued a press release in connection with the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. On October 5, 2026, the Company made available an investor presentation relating to the Transaction. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 2.1 |
Agreement and Plan of Merger, dated as of October 4, 2026, by and among C.H. Robinson Worldwide, Inc., RXO, Inc., Rover Merger Sub Inc. and Viking Logistics LLC.* | |
| 10.1 |
Voting and Support Agreement, dated as of October 4, 2026, by and between C.H. Robinson Worldwide, Inc. and MFN Partners, LP. | |
| 99.1 |
Press Release, dated October 5, 2026, jointly issued by C.H. Robinson Worldwide, Inc. and RXO, Inc. | |
| 99.2 |
Investor Presentation, dated October 5, 2026. | |
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed transaction, the anticipated benefits of the proposed transaction, including synergies, and expected future financial position, total addressable market and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. The Company’s and RXO’s results may differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the conditions to the closing of the proposed transaction are not satisfied, including the risk that required approvals of the transaction from the stockholders of RXO or from regulators are not obtained; litigation or regulatory action relating to the transaction; the risk that the proposed transaction may not be completed on the anticipated terms, in a timely manner or at all; uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; risks that the proposed transaction disrupts the current plans or operations of the Company or RXO; the effect of the announcement of the proposed transaction on the ability of the Company or RXO to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; the risk that the Company is unable to obtain the anticipated debt financing in connection with the proposed transaction on the anticipated timing or terms, or at all; potential adverse effects on the market price of RXO’s and/or the Company’s common stock, credit ratings, or operating results;
fluctuations in the market value of the merger consideration, which may vary from its value as of the date of the Merger Agreement or the date of this communication, as a result of changes in the market price of the Company common stock; potential adverse reactions or changes to relationships with employees, customers, suppliers, distributors and other business partners resulting from the announcement, pendency or completion of the proposed transaction; restrictions during the pendency of the proposed transaction on RXO’s ability to pursue certain business opportunities or strategic transactions; the potential acquisition being more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; the combined company’s ability to achieve the synergies expected from the proposed transaction, as well as delays, challenges and expenses associated with integrating the combined company’s existing businesses or realizing the anticipated benefits of the proposed transaction; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into the industries in which the Company and RXO operate, as well as new product and marketing initiatives by the Company’s and RXO’s competitors; risks associated with cyber-attacks, information security and data privacy; diversion of management’s time and attention from the Company’s and RXO’s ongoing business operations due to the proposed transaction; disruptions resulting from key management changes; unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and legislative, regulatory, economic, competitive or technological developments. Other factors that might cause such a difference include those discussed in the Company’s and RXO’s filings with the SEC, which include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the registration statement on Form S-4 (including the proxy statement/prospectus) to be filed in connection with the proposed transaction. For more information, see the section entitled “Risk Factors” and the forward-looking statements disclosure contained in the Company’s and RXO’s Annual Reports on Form 10-K and in other filings. Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by applicable law, the Company and RXO undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 that will include a preliminary proxy statement of RXO that also constitutes a preliminary prospectus of the Company. The Company and RXO also each plan to file other relevant documents with the SEC regarding the proposed transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of RXO. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other document that the Company or RXO may file with the SEC in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders will be able to obtain free copies of these documents (if and when available), and other documents containing important information about the Company and RXO, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at investor.chrobinson.com. Copies of the documents filed with the SEC by RXO will be available free of charge on RXO’s website at investors.rxo.com.
Participants in the Solicitation
The Company, RXO and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from RXO’s stockholders in respect of the proposed transaction. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) the Company’s proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on March 24, 2026, including under the sections captioned “Proposal 1: Election of Directors,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Security Ownership of Certain Beneficial Owners and Management,” and “Related Party Transactions,” (ii) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026, including under the section captioned “Information about our Executive Officers” in Part I, Item 1, and (iii) Item 5.02 of the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2026. Information about the directors and executive officers of RXO, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) RXO’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 30, 2026, including under the sections
captioned “Proposal 1: Election of Directors,” “Director Compensation,” “Certain Relationships and Related Party Transactions,” “Security Ownership of Certain Beneficial Owners and Management,” and “Compensation Discussion and Analysis,” and (ii) RXO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 9, 2026, including under the section captioned “Information about our Executive Officers” in Part I, Item 1. To the extent holdings of RXO’s securities by its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership on Form 5 filed with the SEC, including (i) the Form 4s filed by Mr. Wilkerson on May 4, 2026 and May 19, 2026; (ii) the Form 4 filed by Mr. Morris on May 18, 2026; and (iii) the Form 4 filed by Mr. Firestone on August 25, 2026.
Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and stockholders should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Company and RXO using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 5, 2026
| C.H. ROBINSON WORLDWIDE, INC. | ||
| By: | /s/ Dorothy Capers | |
| Chief Legal Officer and Secretary | ||
Exhibit 99.1
C.H. Robinson to Acquire RXO, Redefining the Future of Third-Party Logistics
While Unlocking Significant Shareholder Value
| • | Expected to generate $300 million of net run-rate cost synergies within two years post-close by utilizing C.H. Robinson’s proven Lean AI operating model to enhance productivity – driving profitability and creating shareholder value |
| • | Addition of complementary major North American third-party logistics business will improve network density and enhance penetration across verticals to drive growth throughout market cycles |
| • | Diversifies and strengthens offering across multi-modal platform to better support customers of all sizes with more tailored, innovative solutions |
| • | Strong financial profile, significant adjusted EPS accretion and cash flow generation of combined company expected to support de-leveraging and growth investments |
Eden Prairie, Minn. and Charlotte, N.C. (October 5, 2026) — C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) and RXO Inc. (NYSE: RXO) (“RXO”), a Fortune 1000 provider of asset-light tech-enabled transportation solutions, today announced that they have entered into a definitive agreement (the “Merger Agreement”) under which C.H. Robinson will acquire RXO in a stock-and-cash transaction for an implied value of $5.8 billion and will create a combined company with an enterprise value of over $25 billion.
The acquisition of RXO brings together two complementary networks and diversifies and strengthens C.H. Robinson’s multi-modal platform to accelerate its growth and increase its penetration across all modes and segments. Combining both companies’ robust trucking brokerage and managed transportation businesses, along with C.H. Robinson’s global forwarding and RXO’s strengths in expedited and last mile, will create a more comprehensive offering for customers across a larger and denser network. Through the implementation of its proven Lean AI operating model across RXO’s business, C.H. Robinson expects to realize approximately $300 million of net run-rate cost synergies within two years post-close. The companies expect these productivity improvements to create a more resilient platform to drive profitable growth with enhanced operating leverage and improved margins regardless of the freight market environment.
“This transaction is a natural next step in our transformation, allowing us to create a more scaled, resilient North American third-party logistics provider positioned to offer exceptional customer service and redefine the future of our industry,” said Dave Bozeman, C.H. Robinson President and Chief Executive Officer. “Like C.H. Robinson, RXO is a customer-focused company with expertise and talent that will allow us to expand our capabilities to better support customers of all sizes on their most complex challenges. By applying our proven Lean AI model to RXO’s business, we expect to significantly enhance productivity to unlock compelling cost synergies. We are confident our experienced team and disciplined execution plan will allow us to seamlessly integrate our organizations and position the combined company to capture the expected synergies, drive innovation and deepen customer relationships to enhance profitable growth and shareholder value.”
Drew Wilkerson, RXO Chairman and Chief Executive Officer, said, “Joining C.H. Robinson represents an exciting next chapter for our company, our employees and our customers. We have built a strong business by staying relentlessly focused on our customers, operating with agility and delivering solutions that help them navigate an increasingly complex supply chain. By bringing together our complementary capabilities, talented teams and shared commitment to service, we will be able to offer customers greater scale, broader capabilities and even more value. I’m incredibly proud of what our team has built and excited about the opportunities ahead as part of C.H. Robinson.”
Adam R. Karr, President and Portfolio Manager at Orbis Investments, said, “Orbis is RXO’s largest shareholder and has owned the Company since it became independent. We know the business and the team well, and we fully support this transaction. It gives RXO shareholders substantial cash today and continued ownership in a combined platform with significant upside.”
Strategic & Financial Benefits
| • | Unlocks compelling cost synergy opportunities through C.H. Robinson’s Lean AI operating model – C.H. Robinson expects to unlock significant productivity improvements and drive operating margin expansion as it applies its proven Lean AI operating model to RXO’s business. The transaction is expected to deliver approximately $300 million of net run-rate cost synergies within two years following the transaction close, through cost-to-serve opportunities, operating efficiencies, shared-services savings and third-party spend optimization. The anticipated synergies will allow the combined company to increase operating leverage and drive significant shareholder value creation. The acquisition will also significantly expand C.H. Robinson’s proprietary datasets, enhancing the speed and precision of its AI-driven sales, matching and procurement capabilities. |
| • | Increases scale in a large and fragmented market – The addition of RXO will improve C.H. Robinson’s network density and expand its capabilities, enhancing penetration across verticals and increasing volumes. The combined company’s complementary platform and diversified customer exposure will increase market visibility and enhance its ability to drive growth through market cycles. |
| • | Diversifies and strengthens offerings to support customers’ end-to-end needs – The transaction will bring together C.H. Robinson’s global, multi-modal solutions with RXO’s capabilities in North American brokerage, expedited and last mile to deliver more tailored solutions, creating opportunities to deepen relationships, increase wallet share and win new enterprise customers. The companies’ complementary commercial capabilities and diverse customer base will also create compelling cross-selling opportunities. |
| • | Strengthens financial profile to support deleveraging – C.H. Robinson expects the transaction to be accretive to adjusted EPS1 within nine months of the transaction close and mid-teens accretive to adjusted EPS in 2028. Additionally, the anticipated productivity improvements are expected to increase cash flow generation to support rapid de-leveraging to C.H. Robinson’s target leverage range of 1.75x to 2.25x net debt to LTM adjusted EBITDA by the end of 2028, with flexibility to continue growth investments. C.H. Robinson expects to maintain its solid investment grade credit ratings and intends to pause share repurchases until it reaches its target leverage ratio after the transaction closes. |
Transaction Details
Under the terms of the merger agreement, RXO stockholders will receive $17.25 per share in cash and 0.0856 shares of C.H. Robinson common stock for each RXO share they own, representing an implied total consideration of $30.25 per share.2 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. Under the terms of the merger agreement, RXO stockholders may elect to receive either (i) the standard mixed consideration consisting of $17.25 in cash and 0.0856 shares of C.H. Robinson common stock, (ii) all-cash consideration of $30.25 per share or (iii) all-stock consideration of 0.1992 shares of C.H. Robinson common stock, in each case subject to proration and adjustment procedures designed to ensure that, in the aggregate, approximately 57% of the merger consideration is paid in cash and 43% is paid in shares of C.H. Robinson common stock. RXO stockholders are expected to own 11% of the combined company upon transaction close.
The merger agreement, which was unanimously approved by the Boards of both companies, is expected to close in the first half of 2027 and is subject to customary closing conditions, including regulatory approval and approval by RXO’s stockholders. In connection with the execution of the Merger Agreement, MFN Partners LP has agreed, among other things, to vote all of its shares of RXO (which represents approximately 17%) in favor of the transaction and adoption of the Merger Agreement, and, subject to certain exceptions, not to transfer its shares.
C.H. Robinson will finance the cash consideration with new debt financing and has entered into a fully underwritten commitment for a bridge facility with Morgan Stanley Senior Funding, Inc. Upon completion of the transaction, C.H. Robinson will integrate RXO primarily into its NAST division.
For additional information regarding the transaction, including resources for customers, carriers, employees and investors, please visit www.CHRobinsonAcquiresRXO.com.
| 1 | Adjusted EPS is a non-GAAP financial measure. Adjusted EPS excludes restructuring and/or loss from divestiture and excludes amortization of intangibles related to this acquisition |
| 2 | The implied total consideration of $30.25 per share is based on C.H. Robinson’s 16-day VWAP of $151.88 as of October 2, 2026 |
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor to C.H. Robinson, Gibson, Dunn & Crutcher LLP is serving as its legal counsel and Joele Frank, Wilkinson Brimmer Katcher is serving as its strategic communications advisor. Goldman Sachs & Co. LLC is serving as financial advisor to RXO and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as its legal counsel.
Conference Call and Webcast Information:
C.H. Robinson will host a conference call at 8:00 a.m. Eastern Time today to discuss the announcement. A slide presentation and a simultaneous live audio webcast of the conference call may be accessed through C.H. Robinson’s website at investor.chrobinson.com.
About C.H. Robinson
C.H. Robinson is the global leader in Lean AI supply chains. For more than a century, companies everywhere have looked to us to reimagine how goods move. Now, as we redefine what’s next for the industry, that same drive fuels our commitment to Building Tomorrow’s Supply Chains, Today™. Trusted by 75,000 customers and 450,000 contract carriers, we manage 37 million shipments annually, representing $23 billion in freight. We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more. With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably. As a responsible global citizen, we proudly contribute millions to the causes that matter most to our employees. For more information, visit us at chrobinson.com (Nasdaq: CHRW).
About RXO
RXO (NYSE: RXO) is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains across North America. The company is headquartered in Charlotte, N.C. Visit RXO.com for more information and connect with RXO on LinkedIn, Facebook, Instagram, X and YouTube.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed transaction, the anticipated benefits of the proposed transaction, including synergies, and expected future financial position, total addressable market and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made the, and readers should not place undue reliance on them. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. C.H. Robinson’s and RXO’s results may differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the
following factors: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the conditions to the closing of the proposed transaction are not satisfied, including the risk that required approvals of the transaction from the stockholders of RXO or from regulators are not obtained; litigation or regulatory action relating to the transaction; the risk that the proposed transaction may not be completed on the anticipated terms, in a timely manner or at all; uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; risks that the proposed transaction disrupts the current plans or operations of C.H. Robinson or RXO; the effect of the announcement of the proposed transaction on the ability of C.H. Robinson or RXO to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; the risk that C.H. Robinson is unable to obtain the anticipated debt financing in connection with the proposed transaction on the anticipated timing or terms, or at all; potential adverse effects on the market price of RXO’s and/or C.H. Robinson’s common stock, credit ratings, or operating results; fluctuations in the market value of the merger consideration, which may vary from its value as of the date of the Merger Agreement or the date of this communication, as a result of changes in the market price of C.H. Robinson common stock; potential adverse reactions or changes to relationships with employees, customers, suppliers, distributors and other business partners resulting from the announcement, pendency or completion of the proposed transaction; restrictions during the pendency of the proposed transaction on RXO’s ability to pursue certain business opportunities or strategic transactions; the potential acquisition being more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; the combined company’s ability to achieve the synergies expected from the proposed transaction, as well as delays, challenges and expenses associated with integrating the combined company’s existing businesses or realizing the anticipated benefits of the proposed transaction; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into the industries in which C.H. Robinson and RXO operate, as well as new product and marketing initiatives by C.H. Robinson’s and RXO’s competitors; risks associated with cyber-attacks, information security and data privacy; diversion of management’s time and attention from C.H. Robinson’s and RXO’s ongoing business operations due to the proposed transaction; disruptions resulting from key management changes; unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and legislative, regulatory, economic, competitive or technological developments. Other factors that might cause such a difference include those discussed in C.H. Robinson’s and RXO’s filings with the SEC, which include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the registration statement on Form S-4 (including the proxy statement/prospectus) to be filed in connection with the proposed transaction. For more information, see the section entitled “Risk Factors” and the forward-looking statements disclosure contained in C.H. Robinson’s and RXO’s Annual Reports on Form 10-K and in other filings. Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by applicable law, C.H. Robinson and RXO undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, C.H. Robinson intends to file with the SEC a registration statement on Form S-4 that will include a preliminary proxy statement of RXO that also constitutes a preliminary prospectus of C.H. Robinson. C.H. Robinson and RXO also each plan to file other relevant documents with the SEC regarding the proposed transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of RXO. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other document that C.H. Robinson or RXO may file with the SEC in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and stockholders will be able to obtain free copies of these documents (if and when available), and other documents containing important information about C.H. Robinson and RXO, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by C.H. Robinson will be available free of charge on C.H. Robinson’s website at investor.chrobinson.com. Copies of the documents filed with the SEC by RXO will be available free of charge on RXO’s website at investors.rxo.com.
Participants in the Solicitation
C.H. Robinson, RXO and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from RXO’s stockholders in respect of the proposed transaction. Information about the directors and executive officers of C.H. Robinson, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) the C.H. Robinson’s proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on March 24, 2026, including under the sections captioned “Proposal 1: Election of Directors,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Security Ownership of Certain Beneficial Owners and Management,” and “Related Party Transactions,” (ii) the C.H. Robinson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026, including under the section captioned “Information about our Executive Officers” in Part I, Item 1, and (iii) Item 5.02 of the C.H. Robinson’s Current Report on Form 8-K filed with the SEC on June 2, 2026. Information about the directors and executive officers of RXO, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) RXO’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 30, 2026, including under the sections captioned “Proposal 1: Election of Directors,” “Director Compensation,” “Certain Relationships and Related Party Transactions,” “Security Ownership of Certain Beneficial Owners and Management,” and “Compensation Discussion and Analysis,” and (ii) RXO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 9, 2026, including under the section captioned “Information about our Executive Officers” in Part I, Item 1. To the extent holdings of RXO’s securities by its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership on Form 5 filed with the SEC, including (i) the Form 4s filed by Mr. Wilkerson on May 4, 2026 and May 19, 2026; (ii) the Form 4 filed by Mr. Morris on May 18, 2026; and (iii) the Form 4 filed by Mr. Firestone on August 25, 2026.
Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and stockholders should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from C.H. Robinson and RXO using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
FOR C.H. Robinson
INVESTOR INQUIRIES, CONTACT:
Chuck Ives, Senior Director of Investor Relations
Email: chuck.ives@chrobinson.com
MEDIA INQUIRIES, CONTACT:
Kelsey Soby, Senior Director of Corporate Communications and Marketing
Email: PublicRelations@chrobinson.com
FOR RXO
INVESTOR INQUIRIES, CONTACT:
Kevin Sterling, kevin.sterling@rxo.com
MEDIA INQUIRIES, CONTACT:
Nina Reinhardt, nina.reinhardt@rxo.com
Source: C.H. Robinson; RXO
CHRW-IR
Exhibit 99.2 C.H. Robinson to Acquire RXO – Redefining the Future of Third-Party Logistics While Unlocking Significant Shareholder Value Non-GAAP Financial Measures: These slides include certain financial measures that are not prepared in accordance with generally accepted accounting Page 1 | C.H. ROBINSON principles (“non-GAAP measures”). These non-GAAP measures may be different than similar measures used by other companies and should be considered in addition to, not as a substitute for, measures of financial performance calculated in accordance with GAAP.
Disclaimer Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed transaction, the anticipated benefits of the proposed transaction, including synergies, and expected future financial position, total addressable market and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. C.H. Robinson’s and RXO’s results may differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the risk that the conditions to the closing of the proposed transaction are not satisfied, including the risk that required approvals of the transaction from the stockholders of RXO or from regulators are not obtained; litigation or regulatory action relating to the transaction; the risk that the proposed transaction may not be completed on the anticipated terms, in a timely manner or at all; uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; risks that the proposed transaction disrupts the current plans or operations of C.H. Robinson or RXO; the effect of the announcement of the proposed transaction on the ability of C.H. Robinson or RXO to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; the risk that C.H. Robinson is unable to obtain the anticipated debt financing in connection with the proposed transaction on the anticipated timing or terms, or at all; potential adverse effects on the market price of RXO’s and/or C.H. Robinson’s common stock, credit ratings, or operating results; fluctuations in the market value of the merger consideration, which may vary from its value as of the date of the merger agreement or the date of this communication, as a result of changes in the market price of C.H. Robinson common stock; potential adverse reactions or changes to relationships with employees, customers, suppliers, distributors and other business partners resulting from the announcement, pendency or completion of the proposed transaction; restrictions during the pendency of the proposed transaction on RXO’s ability to pursue certain business opportunities or strategic transactions; the potential acquisition being more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; the combined company’s ability to achieve the synergies expected from the proposed transaction, as well as delays, challenges and expenses associated with integrating the combined company’s existing businesses or realizing the anticipated benefits of the proposed transaction; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into the industries in which C.H. Robinson and RXO operate, as well as new product and marketing initiatives by C.H. Robinson’s and RXO’s competitors; risks associated with cyber-attacks, information security and data privacy; diversion of management’s time and attention from C.H. Robinson’s and RXO’s ongoing business operations due to the proposed transaction; disruptions resulting from key management changes; unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and legislative, regulatory, economic, competitive or technological developments. Other factors that might cause such a difference include those discussed in C.H. Robinson’s and RXO’s filings with the SEC, which include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the registration statement on Form S-4 (including the proxy statement/prospectus) to be filed in connection with the proposed transaction. For more information, see the section entitled “Risk Factors” and the forward-looking statements disclosure contained in C.H. Robinson’s and RXO’s Annual Reports on Form 10-K and in other filings. Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by applicable law, C.H. Robinson and RXO undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional Information and Where to Find It In connection with the proposed transaction, C.H. Robinson intends to file with the SEC a registration statement on Form S-4 that will include a preliminary proxy statement of RXO that also constitutes a preliminary prospectus of C.H. Robinson. C.H. Robinson and RXO also each plan to file other relevant documents with the SEC regarding the proposed transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of RXO. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other document that C.H. Robinson or RXO may file with the SEC in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders will be able to obtain free copies of these documents (if and when available), and other documents containing important information about C.H. Robinson and RXO, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by C.H. Robinson will be available free of charge on C.H. Robinson’s website at investor.chrobinson.com. Copies of the documents filed with the SEC by RXO will be available free of charge on RXO’s website at investors.rxo.com. Participants in the Solicitation C.H. Robinson, RXO and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from RXO’s stockholders in respect of the proposed transaction. Information about the directors and executive officers of C.H. Robinson, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) C.H. Robinson’s proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on March 24, 2026, including under the sections captioned “Proposal 1: Election of Directors,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Security Ownership of Certain Beneficial Owners and Management,” and “Related Party Transactions,” (ii) C.H. Robinson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026, including under the section captioned “Information about our Executive Officers” in Part I, Item 1, and (iii) Item 5.02 of C.H. Robinson’s Current Report on Form 8-K filed with the SEC on June 2, 2026. Information about the directors and executive officers of RXO, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) RXO’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 30, 2026, including under the sections captioned “Proposal 1: Election of Directors,” “Director Compensation,” “Certain Relationships and Related Party Transactions,” “Security Ownership of Certain Beneficial Owners and Management,” and “Compensation Discussion and Analysis,” and (ii) RXO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 9, 2026, including under the section captioned “Information about our Executive Officers” in Part I, Item 1. To the extent holdings of RXO’s securities by its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership on Form 5 filed with the SEC, including (i) the Form 4s filed by Mr. Wilkerson on May 4, 2026 and May 19, 2026; (ii) the Form 4 filed by Mr. Morris on May 18, 2026; and (iii) the Form 4 filed by Mr. Firestone on August 25, 2026. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and stockholders should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from C.H. Robinson and RXO using the sources indicated above. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Page 2 | C.H. ROBINSON
C.H. Robinson to Acquire RXO to Form a $25B+ Logistics Platform Consideration One Stronger Estimated Cost Synergies $30.25 Logistics Platform (1) ~$300M Per RXO Share Net Run-Rate Cost Synergies Transaction Value (3) $5.8B Expected Adj. EPS Impact Human Implied Enterprise Value ü Accretive within Lean Human expertise & 9 Months of Close Operating Expertise & AI Integrated Transaction Multiple Model AI Integrated ü Mid-Teens Accretion 13.2x in 2028 Implied EV / 2026E Adj. EBITDA (2) (Synergized) Rapid Deleveraging Transaction Timing 1.75x–2.25x First Half of 2027 Net Leverage Target by Capabilities - Density - Expertise Expected Close Year-End 2028 Notes: 1. Implied total consideration of $30.25 per share is based on C.H. Robinson’s 16-day VWAP of $151.88 as of October 2, 2026 2. 2026 financial data based on RXO consensus estimates as of September 2026 3. Adjusted EPS is a non-GAAP financial measure. Adjusted EPS excludes restructuring and/or loss from divestiture and excludes Amortization of Intangibles related to this acquisition Page 3 | C.H. ROBINSON
Defining the Future of Third-Party Logistics While Unlocking Shareholder Value Regardless of Market Cycle Unlocks Compelling Cost Accelerates Our Growth Diversifies End-to-End Builds on a Strong Synergies Strategy Customer Offering Financial Profile • ~$300M net run-rate cost • Improved network density in a • North American multimodal Combined company: synergies within two years of fragmented market brokerage, managed • $25B+ revenue and $1.5B+ closing transportation, last mile and (1) • Expanded capabilities to Adj. EBITDA (incl. cost expedited • Enhanced operating leverage enhance penetration across synergies) verticals • Compelling cross-selling • Expected to maintain solid opportunities investment-grade credit • Diversified customer base ratings Combining Highly Complementary Businesses to Deliver Greater Value for Customers, Carriers and Shareholders Notes: 1. Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is calculated as Adjusted Income From Operations, which excludes restructuring and/or loss from divestiture, plus Depreciation & Amortization Page 4 | C.H. ROBINSON
Combined Company Will Have Greater Network Density, Enhanced Penetration and Generate Substantial Shareholder Value 2026E + = (1)(5) Incl. Net Run-Rate Cost Synergies Gross Revenue $18.4B $6.8B (1) 2026E $25B+ Gross Revenue Adj. Gross Profit / (1)(2) $2.9B / 15.7% $1.0B / 14.0% Margin (%) 2026E ~$300M Est. Net Run-Rate Cost Synergies Shippers 75,000 18,000 (6) $1.5B+ Adj. EBITDA Carriers 450,000 150,000 Truck Brokerage 73% Business Mix Forwarding 13% NAST Truck Brokerage 73% 73% % of Gross (% 2Q26A) (3)(4) Revenue % of Gross % of Gross Global Forwarding 18% Last Mile 19% (3) (4) Managed Trans. & Other 9% Revenue Revenue All Other & Corp. 9% Managed Trans. 8% Last Mile 5% Network Density and Penetration Will Allow Us to Increase Volumes, Win New Business and Deepen Customer Relationships Notes: 1. 2026 financial data based on consensus estimates as of September 2026 2. Adjusted Gross Profit is a non-GAAP financial measure. C.H. Robinson Adjusted Gross Profit is calculated as Gross Profit excluding direct software amortization; RXO Gross Margin is calculated as Revenue less Cost of Transportation and Services (excl. Depreciation & Amortization), Direct Operating Expense (excl. Depreciation & Amortization) and Direct Depreciation & Amortization Expense 3. All Other & Corporate includes Robinson Fresh and Managed Solutions; as of 2Q26A 4. Excludes eliminations; as of 2Q26A 5. Inclusive of ~$300M net run-rate cost synergies 6. Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is calculated as Adjusted Income From Operations, which excludes restructuring and/or loss from divestiture, plus Depreciation & Amortization Page 5 | C.H. ROBINSON
RXO Overview $6.8B $1.0B $137M 18,000 150,000 (1) (1) (1)(2) 2026E Gross Revenue 2026E Gross Profit 2026E Adj. EBITDA Shippers Carriers Complementary Business Mix Diverse End-Market Exposure 2025A Gross Revenue by Service 2025A Gross Revenue by Customer Industry TL & LTL Automotive Brokerage Logistics / 6% 71% Transportation Last 9% Expedited Truck Mile Retail / E- Brokerage Commerce 37% Other 13% 20% Last Mile Food & Beverage 16% Industrial / Manufacturing 19% 9% Managed Drop Limited Customer Overlap Managed Transportation Trailer with C.H. Robinson Transportation Notes: 1. 2026 financial data based on consensus estimates as of September 2026 2. Adjusted EBITDA is a non-GAAP financial measure. For RXO, reported Adj. EBITDA reconciliation per filings (https://investors.rxo.com/overview) Page 6 | C.H. ROBINSON
Combining Complementary Capabilities to Deliver a Comprehensive Offering Expands Existing Capabilities New Levers for Growth Multimodal Managed Drop Trailer Expedited Last Mile Brokerage Transportation 11M+ annual deliveries; Dry van and specialized Drop Trailer Plus and Flex Configurable TMS, 3PL 650K+ expedited dedicated and equipment Fleet programs and outsourced 4PL shipments managed commingled networks services annually North American LTL GPS and telematics for Control towers for routing, Time-critical ground, air Heavy-goods assembly consolidation and cross- trailer visibility and procurement, audit and and cross-border and complex in-home border services utilization payment solutions installation 24/7 control tower support Trailer pools for seasonal $4B+ in freight under RXO Connect for Digital booking native and real-time shipment peaks and flexible loading management scheduling, inventory and tracking claims Page 7 | C.H. ROBINSON
A Winning Combination for Customers and Carriers Our Customer Promise Our Carrier Commitment We deliver customer success We commit to delivering more ways through exceptional service and to empower your business at every high value, like no one else turn, like no one else Unmatched Expertise More Loads Take control of your future with Work with the experts who go further, no confidence: Access the most freight in matter what, and know more than anyone North America – including thousands of else about logistics for your industry, loads on the routes you want business and customers Unrivaled Scale Smarter Solutions Make life easier with financial solutions We get you anywhere you need to go – that keep cash flowing, plus simple tools even when others can’t – with the full for tracking updates, custom load power of our connections, relationships and recommendations and more global reach Tailored Solutions Better Support Get personalized service, anytime, from Unlock solutions designed for your the expert people who have your back business through our integrated suite of and know what it takes to keep you services and advanced tech capabilities moving forward Page 8 | C.H. ROBINSON
Multiple Levers to Drive ~$300M of Estimated Net Run-Rate Cost Synergies rd Cost-to-Serve Shared Services 3 Party Services Other Integration Efficiencies Savings Eliminations Benefits Operating leverage derived Centralize processes and Remove duplication and Consolidate real estate from the Lean operating functions, remove duplication transfer external services footprint and deliver model and fleet of AI agents and optimize efficiency over onto C.H. Robinson’s insurance procurement deployed across workflows larger enterprise volume existing vendor relationships efficiencies 80% 20% ~$300M Estimated Net Run-Rate Cost Synergies Page 9 | C.H. ROBINSON
Continuation of Proven Strategy That Robinson Implemented in Early 2024 2023-2024 2027 + 1 2 3 4 5 Continuously RXO Adds More New Defined & Scorecard: Continuous Improving. Volume Management Cascaded Measurable Rigorous Team with Strategy Measurement & Never Stops. to a Proven & Actionable Strategy Relevant Maps Inputs Action Plans Experience Joined to Focus on Operational Excellence +490 bps ~8% 200x >60% Enterprise Productivity AI Usage Increase with Adj. Operating Margin Operating Expense Increase Since End of 2022 3x Cost Increase Expansion YoY in 2025 Reduction YoY in 2025 Page 10 | C.H. ROBINSON
Unlocking Significant Productivity & Synergies by Applying Lean AI Operating Model (1) Adj. Gross Profit per Employee Robinson’s Proven Strategy ($000s) Lean Operating Model Significant efficiency opportunity at RXO, similar to C.H. Robinson pre-2023 before Lean operating model introduction Aligned strategy and planning across the business 331 Repeatable execution, scorecards and accountability 246 Continuous improvement mindset 214 162 164 Robust In-House Capabilities 450+ engineers and data scientists 100+ AI agents automating quote-to-cash tasks 2023A 2025A FY2023 FY2025 Capital-light platform; near-zero marginal cost to scale self-built AI agents NAST Proven Track Record of Transformation and Productivity Improvement Will Unlock Incremental Operating Leverage from RXO’s Volumes Notes: 1. Adjusted Gross Profit is a non-GAAP financial measure. C.H. Robinson Adjusted Gross Profit is calculated as Gross Profit excluding direct software amortization; RXO Gross Margin is calculated as Revenue less Cost of Transportation and Services (excl. Depreciation & Amortization) Page 11 | C.H. ROBINSON
Strong Cash Flow Generation Will Support Capital Allocation Opportunities Executing a Disciplined and Balanced Capital Allocation Strategy Rapid Deleveraging Expected Net Debt / LTM Adj. EBITDA (x) Sustain & Drive Growth Minimize Risk 1 2 • Prioritize high-return, close-in • Maintain $600-$750M of liquidity (cash 2.9x investments to drive organic growth and borrowing availability) • Opportunistically use M&A to drive total • Staggered debt maturities shareholder return by advancing tools, 1.75x - 2.25x services and global skillset 3 Optimize Balance Sheet 4 Return Capital • Maintain solid investment-grade • Grow dividend in order to maintain credit ratings Dividend Aristocrat status • Efficiently repatriate cash • Opportunistic approach to share buybacks (paused until leverage returns to target range) Estimated at Close Year-End 2028E (1) (Synergized) Notes: 1. Inclusive of ~$300M full net run-rate cost synergies Page 12 | C.H. ROBINSON
Redefining the Future of Third-Party Logistics While Unlocking Shareholder Value Strengthens position in a fragmented market through improved network density Broadens the customer value proposition with combined strengths across diverse modes and geographies Unlocks cross-sell and deeper wallet share across complementary capabilities and customer relationships + Aligns customer-first, collaborative team cultures to support integration, innovation and best-in-class service Lean operating model and industry-leading technology platform create a significant efficiency opportunity ~$300M estimated net run-rate cost synergies and a clear path to deleveraging Combination Rationale Does Not Rely on Freight Market Recovery Page 13 | C.H. ROBINSON
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Transaction Overview • C.H. Robinson to acquire 100% of RXO • Approximately $5.3B implied equity value and $5.8B implied enterprise value • Purchase consideration: Transaction — $17.25 in cash plus 0.0856 C.H. Robinson shares for each RXO share Consideration — Implied total consideration of $30.25 per share based on C.H. Robinson’s 16-day VWAP of $151.88 as of October 2, 2026 • RXO shareholders expected to own approximately 11% of the combined company (1) • Expected to be accretive to Adj. EPS within 9 months of close and generate mid-teens accretion in 2028 • ~$300M of estimated net run-rate cost synergies expected to be achieved within two years of close Financial • C.H. Robinson has secured $4.5B in committed financing to provide backup financing for the cash consideration and Impact backstop amendments to certain indebtedness of C.H. Robinson • Expected to maintain a solid investment-grade credit profile; pause share repurchases and return to the 1.75x–2.25x net leverage target by year-end 2028 Timing & • Expected close in the first half of 2027, subject to regulatory approvals, RXO shareholder approval and customary closing conditions Governance Building a Stronger North American Surface Transportation Platform Notes: 1. Adjusted EPS is a non-GAAP financial measure. Adjusted EPS excludes restructuring and/or loss from divestiture and excludes Amortization of Intangibles related to this acquisition Page 15 | C.H. ROBINSON