C.H. Robinson Q3 operating cash falls to $124M
A credit amendment provides a leverage holiday upon completion of the proposed RXO acquisition as quarterly cash generated by operations declined year over year.
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.
Form Type
8-K
Rhea-AI Filing Summary
C.H. Robinson Worldwide, Inc. reported third-quarter 2026 revenue of $5.4 billion, up 29.5% year over year, and net income of $198.5 million, up 21.8%. Diluted EPS was $1.67, up 24.6%; adjusted diluted EPS, a non-GAAP measure, was $1.80, up 28.6%. Income from operations rose 23.1% to $271.8 million.
Cash generated by operations declined to $124.1 million from $275.4 million, primarily due to unfavorable working-capital changes driven by higher transportation rates. The company returned $289.1 million to shareholders, including $214.3 million in share repurchases and $74.8 million in dividends; repurchases were paused following the agreement to acquire RXO.
A credit amendment permits the proposed RXO acquisition and related financing, retains a maximum Net Leverage Ratio of 3.75 to 1.00, eliminates the cap on cash netting, and provides for a Leverage Holiday upon completion that counts as one of the two permitted holidays. The acquisition is expected to close in the first half of 2027.
2 points · 0 major0 major · 1 point
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.
Positive
- Moderate pointRevenue rose 29.5% to $5.4 billion in the third quarter.
- Moderate pointNet income increased 21.8% to $198.5 million in the third quarter.
Negative
- Moderate pointCash generated by operations fell $151.3 million to $124.1 million.
Filing Explained
The acquisition still awaits its stated SEC proxy filing, RXO stockholder vote and required regulatory approvals.
The RXO acquisition remains proposed, and the stated consideration is
The timeline says U.S., Canadian and Mexican merger-control filings had been submitted; the S-4/proxy statement-prospectus, RXO stockholder vote and required regulatory approvals remained ahead of the anticipated closing.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revenue: $5.4 billion
Net income: $198.5 million
Diluted EPS: $1.67
+4 more
7 metrics
Revenue
$5.4 billion
Third quarter 2026; up 29.5% year over year
Net income
$198.5 million
Third quarter 2026; up 21.8% year over year
Diluted EPS
$1.67
Third quarter 2026; up 24.6% year over year
Adjusted diluted EPS
$1.80
Third quarter 2026; non-GAAP measure, up 28.6% year over year
Cash generated by operations
$124.1 million
Third quarter 2026; down $151.3 million from the third quarter of 2025
Cash returned to shareholders
$289.1 million
Third quarter 2026
Maximum Net Leverage Ratio
3.75 to 1.00
Credit agreement covenant
Key Terms
adjusted diluted EPS, Net Leverage Ratio, Leverage Holiday, net operating working capital
4 terms
adjusted diluted EPS financial
"Adjusted diluted EPS of $1.80 increased 28.6%"
Adjusted diluted EPS is a company’s profit per share after adding back or removing one-time items (like restructuring costs or gains) and dividing by the number of shares including potential shares from options and convertible securities. Investors use it as a cleaner view of ongoing earnings—like looking at a car’s regular fuel efficiency rather than a trip boosted by downhill coasting—to judge underlying performance and compare companies without temporary distortions.
Net Leverage Ratio financial
"maximum Net Leverage Ratio of 3.75 to 1.00"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
Leverage Holiday financial
"a Leverage Holiday will be deemed elected upon completion"
net operating working capital financial
"changes in net operating working capital"
Measure of the short-term resources a company needs to run its core business, calculated as operating current assets (like inventory and receivables) minus operating current liabilities (like payables), typically excluding cash and interest-bearing debt. It matters to investors because it shows how much cash is tied up in everyday operations—similar to how much fuel is loaded in delivery trucks versus sitting at the station—which affects a company’s cash flow, efficiency, and ability to fund growth from operations.
Earnings Snapshot
Revenue: $5.4 billion · Guidance included
Quarter ended September 30, 2026
Revenue
$5.4 billion
Up 29.5% year over year
Income from operations
$271.8 million
Up 23.1% year over year
Net income
$198.5 million
Up 21.8% year over year
Diluted EPS
$1.67
Up 24.6% year over year
Adjusted diluted EPS
$1.80
Up 28.6% year over year
Cash generated by operations
$124.1 million
Down $151.3 million from the third quarter of 2025
Guidance
The full-year 2026 effective tax rate is expected to be 18% to 20%; capital expenditures are expected to be $65 million to $75 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did CHRW perform in the third quarter of 2026?
CHRW reported $5.4 billion in revenue, up 29.5% year over year, and $198.5 million in net income, up 21.8%. Diluted EPS was $1.67, up 24.6%.
Why did CHRW's cash generated by operations decline in Q3 2026?
Cash generated by operations was $124.1 million, down $151.3 million from the third quarter of 2025. The company attributed the decline primarily to unfavorable changes in net operating working capital driven by higher transportation rates.
What are the proposed CHRW-RXO acquisition terms?
The transaction materials state consideration of $30.25 per RXO share and an implied enterprise value of $5.8 billion. They estimate approximately $300 million in net run-rate cost synergies and an expected close in the first half of 2027. Adjusted EPS is expected to be accretive within nine months of closing, with mid-teens accretion in 2028.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 28, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number: 000-23189
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 952 -937-8500
Not Applicable
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 22, 2026, C.H. Robinson Worldwide, Inc. (the "Company") entered into a Fifth Amendment (the "Amendment") to its Credit Agreement, dated as of October 29, 2012 (as previously amended, the "Credit Agreement"). The parties to the Amendment are the Company, the guarantors party thereto, the lenders party thereto constituting the Required Lenders, and U.S. Bank National Association, as administrative agent.
The Amendment, among other things, permits the Company's previously announced acquisition of RXO, Inc. ("RXO") under the Agreement and Plan of Merger, dated as of October 4, 2026 (the "RXO Acquisition"), and the related financing transactions. It also provides that the RXO Acquisition will be a "Permitted Acquisition" and a "Material Acquisition" under the Credit Agreement, amends the pro forma calculation of Consolidated EBITDA for Material Acquisitions, including the RXO Acquisition, so that it is based on the historical financial statements of the acquired business, and revises the net leverage covenant (which remains a maximum Net Leverage Ratio of 3.75 to 1.00) to eliminate the cap on cash netting. It also provides that a Leverage Holiday will be deemed elected upon completion of the RXO Acquisition and will count as one of the two permitted Leverage Holidays.
The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
The following information is being "furnished" in accordance with the General Instruction B.2 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the text of the Company's announcement regarding its financial results for the quarter ended September 30, 2026 and its earnings conference call slides.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | ||||
| 10.1* | Fifth Amendment, dated as of October 22, 2026, among C.H. Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as Administrative Agent, to the Credit Agreement, dated as of October 29, 2012, among C.H. Robinson Worldwide, Inc., the lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent, as previously amended. | ||||
| 99.1 | Press Release dated October 28, 2026 of C.H. Robinson Worldwide, Inc. | ||||
| 99.2 | Earnings conference call slides dated October 28, 2026 | ||||
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL | ||||
| * | Filed herewith | ||||
SIGNATURE
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.
| C.H. ROBINSON WORLDWIDE, INC. | ||||||||
| By: | /s/ Dorothy G. Capers | |||||||
| Dorothy G. Capers | ||||||||
Chief Legal Officer and Secretary | ||||||||
Date: October 28, 2026 | ||||||||
 | C.H. Robinson 14701 Charlson Rd. Eden Prairie, MN 55347 www.chrobinson.com | ||||
| FOR IMMEDIATE RELEASE | FOR INQUIRIES, CONTACT: Chuck Ives, Senior Director of Investor Relations Email: chuck.ives@chrobinson.com | ||||
C.H. Robinson Reports 2026 Third Quarter Results
Eden Prairie, MN, October 28, 2026 - C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) today reported financial results for the quarter ended September 30, 2026.
Third Quarter Highlights:
•Company has continued to deliver secular earnings growth driven by consistent market share gains, disciplined revenue management and evergreen productivity improvements fueled by its Lean AI strategy
•North American Surface Transportation ("NAST") volume increased approximately 3.5% year-over-year compared to a 0.3% decline in the Cass Freight Shipment Index, reflecting the 14th consecutive quarter of market outgrowth
•NAST truckload adjusted gross profit ("AGP") per shipment(1) increased 17.0% year-over-year, despite a significant increase in truckload spot market costs, due to disciplined revenue management
•NAST and Global Forwarding both achieved their mid-cycle operating margin targets
•Income from operations increased 23.1% to $271.8 million
•Adjusted income from operations(1) increased 26.1% to $290.8 million
•Diluted earnings per share ("EPS") increased 24.6% to $1.67
•Adjusted diluted EPS(1) increased 28.6% to $1.80
•Cash generated by operations decreased by $151.3 million to $124.1 million due to unfavorable changes in working capital driven by higher transportation rates
•Cash returned to shareholders increased 52.5% to $289.1 million
(1) Adjusted gross profit, adjusted income from operations, and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 14 for further discussion and GAAP to Non-GAAP Reconciliations.
"I want to thank our people for continuing to provide exceptional service to our customers and carriers, embracing the Robinson operating model and executing with discipline, resulting in another quarter of double-digit year-over-year earnings growth," said President and Chief Executive Officer, Dave Bozeman. "Our ability to consistently deliver secular earnings growth over the last three years is a result of the
1
disciplined execution of our Lean AI strategy. Lean AI is our unique approach that combines the principles of our Robinson operating model – rooted in Lean methodology – with the power of custom-built AI, and the expertise of our people, to maximize value, minimize waste, and drive better outcomes for customers and carriers."
"The third quarter of 2026 was the 14th consecutive quarter in which the NAST team delivered year-over-year volume growth that outpaced the Cass Freight Shipment Index. They also continued to deploy our disciplined revenue management practices while the North American trucking market continued to reflect a period of significant supply-driven tightening. By successfully repricing a large portion of our contractual truckload portfolio and by capturing spot volumes at higher margins, the team achieved a 17% year-over-year increase in truckload AGP per load."
"In NAST and Global Forwarding, the team continues to turn manual processes into agentic workflows that are increasingly automated, more connected, and easier to manage at scale. As a result, both businesses delivered a higher level of year-over-year productivity improvements than they achieved in the first half of 2026, and both businesses achieved their mid-cycle operating margin targets again."
"The same Lean operating model and AI technology that have been vitally important in the transformations of our NAST and Global Forwarding businesses are what will enable us to successfully integrate and transform the RXO business. These disciplines don’t disappear as we integrate a strong team and book of business with additional capabilities. Rather, we believe these disciplines are what will enable us to deliver different results than this industry’s past acquisitions," said Bozeman.
"When I joined this company a little over three years ago, I told the C.H. Robinson employees that we needed to provide such exceptional service and value to our customers and carriers that they would view us as THE trusted partner that they choose to do business with. We’ve made significant strides in delivering on that mantra, and we believe the addition of RXO will only magnify our value proposition."
"The strength of our strategies, our technology, our people and our operating model disciplines are differentiating and sustainable. We will continue to lead with purpose and move with urgency to disrupt ourselves and the industry, and to deliver customer success through our unmatched expertise, our unrivaled scale and our tailored solutions. And we expect to drive sustainable outperformance, profitable growth and long‑term value for all our stakeholders," said Bozeman.
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Summary of Third Quarter of 2026 Results Compared to the Third Quarter of 2025
•Total revenues increased 29.5% to $5.4 billion, primarily driven by higher pricing in our truckload, ocean, less than truckload ("LTL") and air services and higher volume in our truckload services.
•Gross profits increased 15.0% to $795.6 million. Adjusted gross profits(1) increased 14.5% to $808.4 million, primarily driven by higher adjusted gross profit per transaction in our truckload, ocean, air and LTL services and higher volume in our truckload and LTL services.
•Operating expenses increased 10.6% to $536.6 million. Personnel expenses increased 3.1% to $360.3 million, primarily due to higher incentive compensation reflecting our strong operating performance. This was partially offset by cost optimization efforts, productivity improvements and lower restructuring charges. Average employee headcount declined 10.4%. Other selling, general and administrative (“SG&A”) expenses increased 29.7% to $176.3 million, primarily due to higher claims expenses and an impairment charge on our Kansas City regional center lease driven by the execution of a sublease agreement for the remaining portion of the facility.
•Income from operations totaled $271.8 million, up 23.1% due to the increase in adjusted gross profit, partially offset by the increase in operating expenses. Adjusted operating margin(1) of 33.6% increased 230 basis points.
•Interest and other income/expense, net totaled $21.7 million of expense, consisting primarily of $20.4 million of interest expense, which increased $4.7 million versus last year due to a higher average debt balance, partially offset by lower variable interest rates. The third quarter of 2026 results also include a $2.1 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
•The effective tax rate in the quarter was 20.6%, which was flat compared to the third quarter of 2025.
•Net income totaled $198.5 million, up 21.8% from a year ago. Diluted EPS of $1.67 increased 24.6%. Adjusted diluted EPS(1) of $1.80 increased 28.6%.
(1) Adjusted gross profits, adjusted operating margin and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 14 for further discussion and GAAP to Non-GAAP Reconciliations.
3
Summary of 2026 Year-to-Date Results Compared to 2025
•Total revenues increased 16.1% to $14.3 billion, primarily driven by higher pricing in our truckload, ocean, LTL and air services and higher volume in our LTL services.
•Gross profits increased 6.9% to $2.2 billion. Adjusted gross profits(1) increased 6.5% to $2.2 billion, primarily driven by higher adjusted gross profit per transaction in our truckload, LTL and air services and higher volume in our LTL services.
•Operating expenses increased 3.1% to $1.5 billion. Personnel expenses increased 1.8% to $1.1 billion, primarily due to higher incentive compensation reflecting our strong operating performance and higher restructuring charges. This was partially offset by cost optimization efforts and productivity improvements. Average employee headcount declined 11.4%. Other SG&A expenses increased 6.2% to $452.2 million primarily due to higher claims expense and an impairment charge on our Kansas City regional center lease driven by the execution of a sublease agreement for the remaining portion of the facility.
•Income from operations totaled $703.2 million, up 14.6% from last year due to the increase in adjusted gross profit, partially offset by the increase in operating expenses. Adjusted operating margin(1) of 31.9% increased 230 basis points.
•Interest and other income/expense, net totaled $48.6 million of expense, primarily consisting of $51.3 million of interest expense, which increased $1.9 million versus last year due to a higher average debt balance, partially offset by lower variable interest rates. The year-to-date results also include $3.2 million of interest income and a $1.8 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
•The effective tax rate for the nine months ended September 30, 2026 was 18.7% compared to 18.9% in the year-ago period.
•Net income totaled $532.5 million, up 18.1% from a year ago. Diluted EPS of $4.45 increased 19.9%. Adjusted diluted EPS(1) of $4.75 increased 23.1%.
(1) Adjusted gross profits, adjusted operating margin and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 14 for further discussion and GAAP to Non-GAAP Reconciliations.
4
North American Surface Transportation (“NAST”) Results
Summarized financial results of our NAST segment are as follows (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 3,829,223 | $ | 2,965,694 | 29.1 | % | $ | 10,369,815 | $ | 8,752,341 | 18.5 | % | |||||||||||||||||||||||
Adjusted gross profits(1) | 517,855 | 444,139 | 16.6 | % | 1,418,321 | 1,294,711 | 9.5 | % | |||||||||||||||||||||||||||
| Income from operations | 203,903 | 172,878 | 17.9 | % | 538,878 | 480,540 | 12.1 | % | |||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits and adjusted operating margin - excluding specified items are non-GAAP financial measures explained later in this release. The difference between adjusted gross profits and gross profits is not material.
Third quarter total revenues for the NAST segment totaled $3.8 billion, an increase of 29.1% over the prior year, primarily driven by higher pricing and volume in our truckload and LTL services. NAST adjusted gross profits increased 16.6% in the quarter to $517.9 million. Adjusted gross profits in truckload increased 20.7% due to a 17.0% increase in adjusted gross profit per shipment and a 3.5% increase in volume. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 31.5% in the quarter compared to the prior year, while truckload linehaul cost per mile, excluding fuel surcharges, increased 33.5%, resulting in a 21.5% increase in truckload adjusted gross profit per mile. LTL adjusted gross profits increased 8.0% versus the year-ago period, driven by a 4.0% increase in adjusted gross profit per order and a 3.5% increase in LTL volume. Total NAST truckload and LTL volume increased 3.5% versus the year-ago period and outpaced the market indices for the 14th consecutive quarter. Operating expenses increased 15.7%, primarily due to higher claims expenses and higher incentive compensation reflecting our strong operating performance, partially offset by cost optimization efforts and productivity improvements. Third quarter average employee headcount was down 11.4% year-over-year. Income from operations increased 17.9% to $203.9 million, and adjusted operating margin expanded 50 basis points to 39.4%. Adjusted operating margin - excluding specified items(1) increased 110 basis points to 40.3%.
5
Global Forwarding Results
Summarized financial results of our Global Forwarding segment are as follows (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 1,149,051 | $ | 786,347 | 46.1 | % | $ | 2,710,385 | $ | 2,359,035 | 14.9 | % | |||||||||||||||||||||||
Adjusted gross profits(1) | 221,238 | 191,755 | 15.4 | % | 572,359 | 563,964 | 1.5 | % | |||||||||||||||||||||||||||
| Income from operations | 80,047 | 49,021 | 63.3 | % | 172,701 | 143,294 | 20.5 | % | |||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits and adjusted operating margin - excluding specified items are non-GAAP financial measures explained later in this release. The difference between adjusted gross profits and gross profits is not material.
Third quarter total revenues for the Global Forwarding segment increased 46.1% to $1.1 billion, primarily driven by higher pricing in our ocean and air services. Adjusted gross profits increased 15.4% in the quarter to $221.2 million. Ocean adjusted gross profits increased 23.2%, driven by a 20.5% increase in adjusted gross profit per shipment and a 2.0% increase in shipments. Air adjusted gross profits increased 23.2%, driven by a 28.5% increase in adjusted gross profit per metric ton shipped, partially offset by a 4.0% decline in metric tons shipped. Customs adjusted gross profits decreased 12.9%, driven by a 13.0% decrease in adjusted gross profit per transaction. Operating expenses decreased 1.1%, primarily due to lower restructuring charges and cost optimization efforts, which was partially offset by an increase in incentive compensation. Third quarter average employee headcount decreased 15.8% year-over-year. Income from operations increased 63.3% to $80.0 million, and adjusted operating margin expanded 1,060 basis points to 36.2% in the quarter. Adjusted operating margin - excluding specified items(1) expanded 660 basis points to 36.6%.
6
All Other and Corporate Results
Total revenues and adjusted gross profits for Robinson Fresh, Managed Solutions and Other Surface Transportation are summarized as follows (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 379,786 | $ | 384,805 | (1.3) | % | $ | 1,224,892 | $ | 1,208,753 | 1.3 | % | |||||||||||||||||||||||
Adjusted gross profits(1): | |||||||||||||||||||||||||||||||||||
| Robinson Fresh | $ | 38,133 | $ | 40,195 | (5.1) | % | $ | 122,926 | $ | 122,243 | 0.6 | % | |||||||||||||||||||||||
| Managed Solutions | 31,208 | 29,988 | 4.1 | % | 93,287 | 86,841 | 7.4 | % | |||||||||||||||||||||||||||
Other Surface Transportation(2) | — | — | — | % | — | 4,637 | (100.0) | % | |||||||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
(2) Includes our Europe Surface Transportation business, which was divested as of February 1, 2025.
Third quarter Robinson Fresh adjusted gross profits decreased 5.1% to $38.1 million driven by margin compression caused by higher fuel costs, partially offset by volume increase with foodservice customers. Managed Solutions adjusted gross profits increased 4.1% due to an increase in freight under management.
Other Income Statement Items
Interest and other income/expense, net totaled $21.7 million of expense, consisting primarily of $20.4 million of interest expense, which increased $4.7 million versus the third quarter of 2025 due to a higher average debt balance, partially offset by lower variable interest rates. The third quarter of 2026 results also include a $2.1 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
The third quarter effective tax rate was 20.6%, which was flat compared to the third quarter of 2025. For 2026, we expect our full-year effective tax rate to be 18% to 20%.
Diluted weighted average shares outstanding in the quarter were down 2.2% year-over-year due to share repurchases that have occurred over the past twelve months.
7
Cash Flow Generation and Capital Distribution
Cash generated from operations totaled $124.1 million in the third quarter, compared to $275.4 million in the third quarter of 2025. The $151.3 million decrease in cash flow from operations was primarily related to a $246.4 million decrease in cash generated by changes in net operating working capital, due to a $267.4 million sequential increase in net operating working capital in the third quarter of 2026 compared to a $21.0 million sequential increase in the third quarter of 2025. This was partially offset by a $35.5 million increase in net income.
In the third quarter of 2026, cash returned to shareholders totaled $289.1 million, with $214.3 million in repurchases of common stock and $74.8 million in cash dividends.
Capital expenditures totaled $17.5 million in the quarter. Capital expenditures for 2026 are expected to be $65 million to $75 million.
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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).
Except for the historical information contained herein, the matters set forth in this release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. Forward-looking statements in this release include, among other things, statements concerning the proposed acquisition of RXO, Inc., including the anticipated timing and completion of the transaction; the receipt of required regulatory approvals and approval of the transaction by RXO’s stockholders; the satisfaction of other closing conditions; our plans to finance the cash consideration; our plans for the post-closing integration of RXO; and the anticipated benefits and other effects of the transaction. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and ability to achieve our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks relating to the proposed acquisition of RXO, including the possibility that the transaction may not be completed on the anticipated terms or timing, or at all; the failure to obtain required regulatory approvals or approval of the transaction by RXO’s stockholders or to satisfy other closing conditions; risks associated with financing the cash consideration, including our ability to obtain new debt financing within the anticipated timing and on anticipated terms and the potential need to borrow under the committed bridge facility; difficulties, delays, or unanticipated costs in integrating RXO; the possibility that the anticipated benefits of the transaction may not be realized, may be realized later than expected, or may be less than anticipated; our dependence upon and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business, including reliance on third-party platforms and cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently manage divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations, including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of AI technologies; and other risks and uncertainties detailed in our Annual and Quarterly Reports.
Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. All remarks made during our financial results conference call will be current at the time of the call, and we undertake no obligation to update the replay.
Conference Call Information:
C.H. Robinson Worldwide Third Quarter 2026 Earnings Conference Call
Wednesday, October 28, 2026; 8:30 a.m. Eastern Time
Presentation slides and a simultaneous live audio webcast of the conference call may be accessed through C.H. Robinson's Investor Relations website at investor.chrobinson.com.
To participate in the conference call by telephone, please call ten minutes early by dialing: 877-269-7756
9
Adjusted Gross Profit by Service Line
(in thousands)
This table of summary results presents our service line adjusted gross profits on an enterprise basis. The service line adjusted gross profits in the table differ from the service line adjusted gross profits discussed within the segments as our segments may have revenues from multiple service lines.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||||||||||||||
Adjusted gross profits(1): | |||||||||||||||||||||||||||||||||||
| Transportation | |||||||||||||||||||||||||||||||||||
| Truckload | $ | 325,819 | $ | 273,885 | 19.0 | % | $ | 841,582 | $ | 804,086 | 4.7 | % | |||||||||||||||||||||||
| LTL | 171,353 | 158,251 | 8.3 | % | 520,110 | 458,848 | 13.4 | % | |||||||||||||||||||||||||||
| Ocean | 136,086 | 110,422 | 23.2 | % | 330,993 | 333,659 | (0.8) | % | |||||||||||||||||||||||||||
| Air | 43,555 | 35,515 | 22.6 | % | 118,618 | 102,786 | 15.4 | % | |||||||||||||||||||||||||||
| Customs | 31,675 | 36,358 | (12.9) | % | 95,782 | 98,376 | (2.6) | % | |||||||||||||||||||||||||||
| Other logistics services | 66,798 | 56,421 | 18.4 | % | 192,963 | 167,661 | 15.1 | % | |||||||||||||||||||||||||||
| Total transportation | 775,286 | 670,852 | 15.6 | % | 2,100,048 | 1,965,416 | 6.9 | % | |||||||||||||||||||||||||||
| Sourcing | 33,148 | 35,225 | (5.9) | % | 106,845 | 106,980 | (0.1) | % | |||||||||||||||||||||||||||
| Total adjusted gross profits | $ | 808,434 | $ | 706,077 | 14.5 | % | $ | 2,206,893 | $ | 2,072,396 | 6.5 | % | |||||||||||||||||||||||
____________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.
10
GAAP to Non-GAAP Reconciliation
(unaudited, in thousands)
Our adjusted gross profit is a non-GAAP financial measure. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. We believe adjusted gross profit is a useful measure of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profit. The reconciliation of gross profit to adjusted gross profit is presented below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transportation | $ | 5,012,177 | $ | 3,783,535 | 32.5 | % | $ | 13,180,661 | $ | 11,252,110 | 17.1 | % | |||||||||||||||||||||||
| Sourcing | 345,883 | 353,311 | (2.1) | % | 1,124,431 | 1,068,019 | 5.3 | % | |||||||||||||||||||||||||||
| Total revenues | 5,358,060 | 4,136,846 | 29.5 | % | 14,305,092 | 12,320,129 | 16.1 | % | |||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 4,236,891 | 3,112,683 | 36.1 | % | 11,080,613 | 9,286,694 | 19.3 | % | |||||||||||||||||||||||||||
| Purchased products sourced for resale | 312,735 | 318,086 | (1.7) | % | 1,017,586 | 961,039 | 5.9 | % | |||||||||||||||||||||||||||
| Direct internally developed software amortization | 12,860 | 14,420 | (10.8) | % | 38,760 | 43,767 | (11.4) | % | |||||||||||||||||||||||||||
| Total direct expenses | 4,562,486 | 3,445,189 | 32.4 | % | 12,136,959 | 10,291,500 | 17.9 | % | |||||||||||||||||||||||||||
| Gross profit | $ | 795,574 | $ | 691,657 | 15.0 | % | $ | 2,168,133 | $ | 2,028,629 | 6.9 | % | |||||||||||||||||||||||
| Plus: Direct internally developed software amortization | 12,860 | 14,420 | (10.8) | % | 38,760 | 43,767 | (11.4) | % | |||||||||||||||||||||||||||
| Adjusted gross profit | $ | 808,434 | $ | 706,077 | 14.5 | % | $ | 2,206,893 | $ | 2,072,396 | 6.5 | % | |||||||||||||||||||||||
11
Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. Our adjusted operating margin - excluding specified items is a similar non-GAAP financial measure as adjusted operating margin, but also excludes the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe adjusted operating margin and adjusted operating margin - excluding specified items are useful measures of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The comparisons of operating margin to adjusted operating margin and adjusted operating margin - excluding specified items are presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||||||||||||||
| Total revenues | $ | 5,358,060 | $ | 4,136,846 | 29.5 | % | $ | 14,305,092 | $ | 12,320,129 | 16.1 | % | |||||||||||||||||||||||
| Income from operations | 271,807 | 220,836 | 23.1 | % | 703,236 | 613,608 | 14.6 | % | |||||||||||||||||||||||||||
| Operating margin | 5.1 | % | 5.3 | % | (20) bps | 4.9 | % | 5.0 | % | (10) bps | |||||||||||||||||||||||||
| Adjusted gross profit | $ | 808,434 | $ | 706,077 | 14.5 | % | $ | 2,206,893 | $ | 2,072,396 | 6.5 | % | |||||||||||||||||||||||
| Income from operations | 271,807 | 220,836 | 23.1 | % | 703,236 | 613,608 | 14.6 | % | |||||||||||||||||||||||||||
| Adjusted operating margin | 33.6 | % | 31.3 | % | 230 | bps | 31.9 | % | 29.6 | % | 230 | bps | |||||||||||||||||||||||
| Adjusted gross profit | $ | 808,434 | $ | 706,077 | 14.5 | % | $ | 2,206,893 | $ | 2,072,396 | 6.5 | % | |||||||||||||||||||||||
| Adjusted income from operations | 290,754 | 230,590 | 26.1 | % | 749,908 | 636,285 | 17.9 | % | |||||||||||||||||||||||||||
Adjusted operating margin - excluding specified items | 36.0 | % | 32.7 | % | 330 | bps | 34.0 | % | 30.7 | % | 330 | bps | |||||||||||||||||||||||
12
GAAP to Non-GAAP Reconciliation
(unaudited, in thousands)
Our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data):
| Non-GAAP Reconciliation: | NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 203,903 | $ | 80,047 | $ | (12,143) | $ | 271,807 | |||||||||||||||
| Severance and other personnel expenses | 1,762 | 884 | 937 | 3,583 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 3,073 | 33 | 12,258 | 15,364 | |||||||||||||||||||
Total adjustments to income (loss) from operations(1) | 4,835 | 917 | 13,195 | 18,947 | |||||||||||||||||||
| Adjusted income from operations | $ | 208,738 | $ | 80,964 | $ | 1,052 | $ | 290,754 | |||||||||||||||
| Adjusted gross profit | $ | 517,855 | $ | 221,238 | $ | 69,341 | $ | 808,434 | |||||||||||||||
| Adjusted income from operations | 208,738 | 80,964 | 1,052 | 290,754 | |||||||||||||||||||
| Adjusted operating margin - excluding specified items | 40.3 | % | 36.6 | % | 1.5 | % | 36.0 | % | |||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 538,878 | $ | 172,701 | $ | (8,343) | $ | 703,236 | |||||||||||||||
| Severance and other personnel expenses | 19,815 | 4,965 | 5,589 | 30,369 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 3,253 | 632 | 12,418 | 16,303 | |||||||||||||||||||
Total adjustments to income (loss) from operations(2) | 23,068 | 5,597 | 18,007 | 46,672 | |||||||||||||||||||
| Adjusted income from operations | $ | 561,946 | $ | 178,298 | $ | 9,664 | $ | 749,908 | |||||||||||||||
| Adjusted gross profit | $ | 1,418,321 | $ | 572,359 | $ | 216,213 | $ | 2,206,893 | |||||||||||||||
| Adjusted income from operations | 561,946 | 178,298 | 9,664 | 749,908 | |||||||||||||||||||
| Adjusted operating margin - excluding specified items | 39.6 | % | 31.2 | % | 4.5 | % | 34.0 | % | |||||||||||||||
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||
| $ in 000's | per share | $ in 000's | per share | ||||||||||||||||||||
| Net income and per share (diluted) | $ | 198,469 | $ | 1.67 | $ | 532,488 | $ | 4.45 | |||||||||||||||
| Restructuring and related costs, pre-tax | 16,092 | 0.14 | 43,817 | 0.37 | |||||||||||||||||||
| Acquisition related costs, pre-tax | 2,855 | 0.02 | 2,855 | 0.02 | |||||||||||||||||||
| Tax effect of adjustments | (4,000) | (0.03) | (10,627) | (0.09) | |||||||||||||||||||
| Adjusted net income and per share (diluted) | $ | 213,416 | $ | 1.80 | $ | 568,533 | $ | 4.75 | |||||||||||||||
____________________________________________
(1) The three months ended September 30, 2026 includes severance and other personnel expenses of $3.6 million related to workforce reductions and $15.4 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs.
(2) The nine months ended September 30, 2026 includes severance and other personnel expenses of $30.4 million related to workforce reductions and $16.3 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs.
13
| Non-GAAP Reconciliation: | NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 172,878 | $ | 49,021 | $ | (1,063) | $ | 220,836 | |||||||||||||||
| Severance and other personnel expenses | 1,199 | 8,403 | 126 | 9,728 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 75 | 127 | (176) | 26 | |||||||||||||||||||
Total adjustments to income (loss) from operations(1) | 1,274 | 8,530 | (50) | 9,754 | |||||||||||||||||||
| Adjusted income (loss) from operations | $ | 174,152 | $ | 57,551 | $ | (1,113) | $ | 230,590 | |||||||||||||||
| Adjusted gross profit | $ | 444,139 | $ | 191,755 | $ | 70,183 | $ | 706,077 | |||||||||||||||
| Adjusted income (loss) from operations | 174,152 | 57,551 | (1,113) | 230,590 | |||||||||||||||||||
| Adjusted operating margin - excluding specified items | 39.2 | % | 30.0 | % | N/M | 32.7 | % | ||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Income (loss) from operations | $ | 480,540 | $ | 143,294 | $ | (10,226) | $ | 613,608 | |||||||||||||||
| Severance and other personnel expenses | 1,876 | 10,979 | 1,948 | 14,803 | |||||||||||||||||||
| Other selling, general, and administrative expenses | 75 | 127 | 7,672 | 7,874 | |||||||||||||||||||
Total adjustments to income (loss) from operations(2) | 1,951 | 11,106 | 9,620 | 22,677 | |||||||||||||||||||
| Adjusted income (loss) from operations | $ | 482,491 | $ | 154,400 | $ | (606) | $ | 636,285 | |||||||||||||||
| Adjusted gross profit | $ | 1,294,711 | $ | 563,964 | $ | 213,721 | $ | 2,072,396 | |||||||||||||||
| Adjusted income (loss) from operations | 482,491 | 154,400 | (606) | 636,285 | |||||||||||||||||||
| Adjusted operating margin - excluding specified items | 37.3 | % | 27.4 | % | N/M | 30.7 | % | ||||||||||||||||
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| $ in 000's | per share | $ in 000's | per share | ||||||||||||||||||||
| Net income and per share (diluted) | $ | 162,987 | $ | 1.34 | $ | 450,760 | $ | 3.71 | |||||||||||||||
| Restructuring and related costs, pre-tax | 9,930 | 0.07 | 20,070 | 0.16 | |||||||||||||||||||
| (Gain) loss on divestiture, pre-tax | (176) | — | 2,607 | 0.02 | |||||||||||||||||||
| Tax effect of adjustments | (2,449) | (0.01) | (4,480) | (0.03) | |||||||||||||||||||
| Adjusted net income and per share (diluted) | $ | 170,292 | $ | 1.40 | $ | 468,957 | $ | 3.86 | |||||||||||||||
____________________________________________
(1) The three months ended September 30, 2025 includes severance and other personnel expenses of $9.7 million related to workforce reductions.
(2) The nine months ended September 30, 2025 includes severance and other personnel expenses of $14.8 million primarily related to workforce reductions and $7.9 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease.
14
Condensed Consolidated Statements of Income
(unaudited, in thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transportation | $ | 5,012,177 | $ | 3,783,535 | 32.5 | % | $ | 13,180,661 | $ | 11,252,110 | 17.1 | % | |||||||||||||||||||||||
| Sourcing | 345,883 | 353,311 | (2.1) | % | 1,124,431 | 1,068,019 | 5.3 | % | |||||||||||||||||||||||||||
| Total revenues | 5,358,060 | 4,136,846 | 29.5 | % | 14,305,092 | 12,320,129 | 16.1 | % | |||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||
| Purchased transportation and related services | 4,236,891 | 3,112,683 | 36.1 | % | 11,080,613 | 9,286,694 | 19.3 | % | |||||||||||||||||||||||||||
| Purchased products sourced for resale | 312,735 | 318,086 | (1.7) | % | 1,017,586 | 961,039 | 5.9 | % | |||||||||||||||||||||||||||
| Personnel expenses | 360,301 | 349,302 | 3.1 | % | 1,051,496 | 1,033,177 | 1.8 | % | |||||||||||||||||||||||||||
| Other selling, general, and administrative expenses | 176,326 | 135,939 | 29.7 | % | 452,161 | 425,611 | 6.2 | % | |||||||||||||||||||||||||||
| Total costs and expenses | 5,086,253 | 3,916,010 | 29.9 | % | 13,601,856 | 11,706,521 | 16.2 | % | |||||||||||||||||||||||||||
| Income from operations | 271,807 | 220,836 | 23.1 | % | 703,236 | 613,608 | 14.6 | % | |||||||||||||||||||||||||||
| Interest and other income/expense, net | (21,719) | (15,602) | 39.2 | % | (48,610) | (57,679) | (15.7) | % | |||||||||||||||||||||||||||
| Income before provision for income taxes | 250,088 | 205,234 | 21.9 | % | 654,626 | 555,929 | 17.8 | % | |||||||||||||||||||||||||||
| Provision for income taxes | 51,619 | 42,247 | 22.2 | % | 122,138 | 105,169 | 16.1 | % | |||||||||||||||||||||||||||
| Net income | $ | 198,469 | $ | 162,987 | 21.8 | % | $ | 532,488 | $ | 450,760 | 18.1 | % | |||||||||||||||||||||||
| Net income per share (basic) | $ | 1.69 | $ | 1.36 | 24.3 | % | $ | 4.49 | $ | 3.75 | 19.7 | % | |||||||||||||||||||||||
| Net income per share (diluted) | $ | 1.67 | $ | 1.34 | 24.6 | % | $ | 4.45 | $ | 3.71 | 19.9 | % | |||||||||||||||||||||||
| Weighted average shares outstanding (basic) | 117,499 | 119,887 | (2.0) | % | 118,616 | 120,363 | (1.5) | % | |||||||||||||||||||||||||||
| Weighted average shares outstanding (diluted) | 118,732 | 121,349 | (2.2) | % | 119,784 | 121,413 | (1.3) | % | |||||||||||||||||||||||||||
15
Business Segment Information
(unaudited, in thousands, except average employee headcount)
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Total revenues | $ | 3,829,223 | $ | 1,149,051 | $ | 379,786 | $ | 5,358,060 | |||||||||||||||||||||
Adjusted gross profits(1) | 517,855 | 221,238 | 69,341 | 808,434 | |||||||||||||||||||||||||
| Income (loss) from operations | 203,903 | 80,047 | (12,143) | 271,807 | |||||||||||||||||||||||||
| Depreciation and amortization | 5,263 | 1,479 | 17,031 | 23,773 | |||||||||||||||||||||||||
Total assets(2) | 3,775,164 | 1,556,883 | 1,057,408 | 6,389,455 | |||||||||||||||||||||||||
| Average employee headcount | 4,597 | 3,573 | 3,083 | 11,253 | |||||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | ||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Total revenues | $ | 2,965,694 | $ | 786,347 | $ | 384,805 | $ | 4,136,846 | |||||||||||||||||||||
Adjusted gross profits(1) | 444,139 | 191,755 | 70,183 | 706,077 | |||||||||||||||||||||||||
| Income (loss) from operations | 172,878 | 49,021 | (1,063) | 220,836 | |||||||||||||||||||||||||
| Depreciation and amortization | 4,874 | 2,250 | 18,705 | 25,829 | |||||||||||||||||||||||||
Total assets(2) | 2,978,317 | 1,233,692 | 1,015,845 | 5,227,854 | |||||||||||||||||||||||||
| Average employee headcount | 5,187 | 4,245 | 3,127 | 12,559 | |||||||||||||||||||||||||
_______________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained above. The difference between adjusted gross profits and gross profits is not material.
(2) All cash and cash equivalents are included in All Other and Corporate.
16
Business Segment Information
(unaudited, in thousands, except average employee headcount)
| NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Total revenues | $ | 10,369,815 | $ | 2,710,385 | $ | 1,224,892 | $ | 14,305,092 | ||||||||||||||||||
Adjusted gross profits(1) | 1,418,321 | 572,359 | 216,213 | 2,206,893 | ||||||||||||||||||||||
| Income (loss) from operations | 538,878 | 172,701 | (8,343) | 703,236 | ||||||||||||||||||||||
| Depreciation and amortization | 14,789 | 4,900 | 51,505 | 71,194 | ||||||||||||||||||||||
Total assets(2) | 3,775,164 | 1,556,883 | 1,057,408 | 6,389,455 | ||||||||||||||||||||||
| Average employee headcount | 4,674 | 3,710 | 3,095 | 11,479 | ||||||||||||||||||||||
| NAST | Global Forwarding | All Other and Corporate | Consolidated | |||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Total revenues | $ | 8,752,341 | $ | 2,359,035 | $ | 1,208,753 | $ | 12,320,129 | ||||||||||||||||||
Adjusted gross profits(1) | 1,294,711 | 563,964 | 213,721 | 2,072,396 | ||||||||||||||||||||||
| Income (loss) from operations | 480,540 | 143,294 | (10,226) | 613,608 | ||||||||||||||||||||||
| Depreciation and amortization | 14,498 | 6,577 | 55,262 | 76,337 | ||||||||||||||||||||||
Total assets(2) | 2,978,317 | 1,233,692 | 1,015,845 | 5,227,854 | ||||||||||||||||||||||
| Average employee headcount | 5,234 | 4,380 | 3,339 | 12,953 | ||||||||||||||||||||||
_________________________________________
(1) Adjusted gross profits is a non-GAAP financial measure explained above. The difference between adjusted gross profits and gross profits is not material.
(2) All cash and cash equivalents are included in All Other and Corporate.
17
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 193,132 | $ | 160,871 | |||||||
| Receivables, net of allowance for credit loss | 3,547,181 | 2,360,829 | |||||||||
| Contract assets, net of allowance for credit loss | 290,924 | 156,441 | |||||||||
| Prepaid expenses and other | 98,832 | 120,402 | |||||||||
| Total current assets | 4,130,069 | 2,798,543 | |||||||||
| Property and equipment, net of accumulated depreciation and amortization | 102,297 | 116,362 | |||||||||
| Right-of-use lease assets | 246,837 | 278,323 | |||||||||
| Intangible and other assets, net of accumulated amortization | 1,910,252 | 1,865,153 | |||||||||
| Total assets | $ | 6,389,455 | $ | 5,058,381 | |||||||
| Liabilities and stockholders’ investment | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and outstanding checks | $ | 1,969,412 | $ | 1,241,276 | |||||||
| Accrued expenses: | |||||||||||
| Compensation | 189,766 | 188,838 | |||||||||
| Transportation expense | 236,322 | 120,708 | |||||||||
| Income taxes | 11,780 | 33,745 | |||||||||
| Other accrued liabilities | 182,394 | 174,955 | |||||||||
| Current lease liabilities | 69,357 | 72,180 | |||||||||
| Current portion of debt | 425,818 | — | |||||||||
| Total current liabilities | 3,084,849 | 1,831,702 | |||||||||
| Long-term debt | 1,443,491 | 1,089,438 | |||||||||
| Noncurrent lease liabilities | 213,720 | 233,768 | |||||||||
| Noncurrent income taxes payable | 42,348 | 34,875 | |||||||||
| Deferred tax liabilities | 22,830 | 21,526 | |||||||||
| Other long-term liabilities | 2,829 | 1,425 | |||||||||
| Total liabilities | 4,810,067 | 3,212,734 | |||||||||
| Total stockholders’ investment | 1,579,388 | 1,845,647 | |||||||||
| Total liabilities and stockholders’ investment | $ | 6,389,455 | $ | 5,058,381 | |||||||
18
Condensed Consolidated Statements of Cash Flow
(unaudited, in thousands, except employee count)
| Nine Months Ended September 30, | |||||||||||
| Operating activities: | 2026 | 2025 | |||||||||
| Net income | $ | 532,488 | $ | 450,760 | |||||||
| Adjustments to reconcile net income to net cash provided by (used for) operating activities: | |||||||||||
| Depreciation and amortization | 71,194 | 76,337 | |||||||||
| Provision for credit losses | 5,425 | 6,571 | |||||||||
| Stock-based compensation | 80,787 | 62,774 | |||||||||
| Deferred income taxes | 28,196 | 30,564 | |||||||||
| Excess tax benefit on stock-based compensation | (31,644) | (15,621) | |||||||||
| Change in loss on disposal group | — | (569) | |||||||||
| Other operating activities | 12,451 | 7,172 | |||||||||
| Changes in operating elements: | |||||||||||
| Receivables | (1,221,470) | (89,325) | |||||||||
| Contract assets | (134,894) | 23,035 | |||||||||
| Prepaid expenses and other | 21,864 | (26,521) | |||||||||
| Right of use asset | 18,659 | 42,475 | |||||||||
| Accounts payable and outstanding checks | 723,448 | 79,171 | |||||||||
| Accrued compensation | 180 | (9,903) | |||||||||
| Accrued transportation expense | 115,614 | (14,094) | |||||||||
| Accrued income taxes | 16,758 | 49,418 | |||||||||
| Other accrued liabilities | 13,450 | (16,168) | |||||||||
| Lease liability | (22,399) | (49,701) | |||||||||
| Other assets and liabilities | (1,513) | 2,730 | |||||||||
| Net cash provided by operating activities | 228,594 | 609,105 | |||||||||
| Investing activities: | |||||||||||
| Purchases of property and equipment | (11,212) | (16,615) | |||||||||
| Purchases and development of software | (39,557) | (38,246) | |||||||||
| Cash used for acquisitions, net of cash acquired | (78,949) | — | |||||||||
| Proceeds from divestiture | 35,310 | 27,737 | |||||||||
| Other investing activities | 3,289 | — | |||||||||
| Net cash used for investing activities | (91,119) | (27,124) | |||||||||
| Financing activities: | |||||||||||
| Proceeds from stock issued for employee benefit plans | 64,789 | 112,076 | |||||||||
| Stock tendered for payment of withholding taxes | (81,106) | (57,982) | |||||||||
| Repurchase of common stock | (639,922) | (240,257) | |||||||||
| Cash dividends | (229,132) | (227,053) | |||||||||
| Proceeds from long-term borrowings | 2,957,000 | 344,000 | |||||||||
| Payments on long-term borrowings | (2,104,000) | (512,000) | |||||||||
| Proceeds from short-term borrowings | 318,000 | 1,548,800 | |||||||||
| Payments on short-term borrowings | (392,000) | (1,575,800) | |||||||||
| Net cash used for financing activities | (106,371) | (608,216) | |||||||||
| Effect of exchange rates on cash and cash equivalents | 1,157 | 6,534 | |||||||||
| Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale | 32,261 | (19,701) | |||||||||
| Plus: net decrease in cash and cash equivalents within assets held for sale | — | 10,776 | |||||||||
| Cash and cash equivalents, beginning of period | 160,871 | 145,762 | |||||||||
| Cash and cash equivalents, end of period | $ | 193,132 | $ | 136,837 | |||||||
| Employees as of September 30 | 11,118 | 12,314 | |||||||||
Source: C.H. Robinson
CHRW-IR
19
2024 INVESTOR DAY October 28, 2026 Q3 2026 Earnings Presentation
Safe Harbor Statement Except for the historical information contained herein, the matters set forth in this release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. Forward-looking statements in this release include, among other things, statements concerning the proposed acquisition of RXO, Inc., including the anticipated timing and completion of the transaction; the receipt of required regulatory approvals and approval of the transaction by RXO’s stockholders; the satisfaction of other closing conditions; our plans to finance the cash consideration; our plans for the post-closing integration of RXO; and the anticipated benefits and other effects of the transaction. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and achieving our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks relating to the proposed acquisition of RXO, including the possibility that the transaction may not be completed on the anticipated terms or timing, or at all; the failure to obtain required regulatory approvals or approval of the transaction by RXO’s stockholders or to satisfy other closing conditions; risks associated with financing the cash consideration, including our ability to obtain new debt financing within the anticipated timing and on anticipated terms and the potential need to borrow under the committed bridge facility; difficulties, delays, or unanticipated costs in integrating RXO; the possibility that the anticipated benefits of the transaction may not be realized, may be realized later than expected, or may be less than anticipated; our dependence on and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business, including reliance on third-party platforms and cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the U.S.; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently managing divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations, including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of artificial intelligence technologies; and other risks and uncertainties detailed in our Annual and Quarterly Reports. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. 2©2026 C.H. Robinson Worldwide, Inc. All Rights Reserved.
Thoughts from President & CEO, Dave Bozeman 3 ■ North American Surface Transportation ("NAST") volume growth outpaced the Cass Freight Shipment Index for the 14th consecutive quarter. ■ Lean AI continues to drive durable productivity gains, with both NAST and Global Forwarding ("GF") delivering year-over-year improvements of greater than 15% in Q3 and more than 65% since the end of 2022. ■ Our scalable model and operating leverage contributed to a 26% year-over-year increase in adjusted operating income(1), with both NAST and GF achieving mid- cycle operating margin targets. ■ The same Lean operating model and AI technology that have been vitally important in the transformations of our NAST and GF businesses are what will enable us to successfully integrate and transform the RXO business. We believe these disciplines are what will enable us to deliver different results than this industry’s past acquisitions. 1. Adjusted operating income is a non-GAAP financial measures. Refer to pages 27 through 30 for further discussion and a GAAP to Non-GAAP reconciliation.
Q3 Highlights 4 ■ NAST continues to gain market share in truckload and LTL. Disciplined revenue management and contractual repricing initiatives increased adjusted gross profit per shipment (1) 17.0% Y/Y despite a significant Y/Y increase in truckload spot market costs. ■ Achieved mid-cycle operating margin targets again in both NAST and Global Forwarding, with adjusted operating margin - excluding specified items(1) reaching 40.3% in NAST and 36.6% in Global Forwarding. ■ Focused on providing best-in-class service to our customers and carriers, gaining profitable share in targeted market segments, applying Lean principles and leveraging custom-built AI technology to automate our processes and optimize our costs, with a disciplined operating model that arms our people with innovative tools, decouples headcount growth from volume growth and drives operating leverage. $5.4B Total Revenues +29.5% Y/Y $808M Adj. Gross Profits(1) +14.5% Y/Y $272M Income from Operations +23.1% Y/Y $1.67 Net Income/Share +24.6% Y/Y Q3 2026 1. Adjusted gross profits, adjusted income from operations, adjusted operating margin - excluding specified items and adjusted net income per share are non-GAAP financial measures. Refer to pages 27 through 30 for further discussion and a GAAP to Non-GAAP reconciliation. $291M of Adj. Income from Operations(1) +26.1% Y/Y $1.80 of Adj. Net Income per Share(1) +28.6% Y/Y
All Other & Corporate ■ Robinson Fresh Q3 AGP declined 5.1% Y/Y ■ Managed Solutions Q3 AGP up 4.1% Y/Y Global Forwarding (GF) ■ Global disruptions and supply-side constraints drove higher ocean and air freight rates ■ Ocean AGP per shipment increased 20.5% Y/Y and air AGP per metric ton increased 28.5% Y/Y ■ Continuing to deploy Lean AI disciplines and technology across the business North American Surface Transportation (NAST) ■ NAST volume performance outpaced the market indices for the 14th consecutive quarter ■ NAST truckload adjusted gross profit per shipment(2) increased 17.0% year-over-year despite significant increase in truckload spot market costs ■ Focused on Lean AI initiatives that improve the customer and carrier experience and lower our cost to serve ■ Productivity improvements are being driven by removing waste and increasing automation through custom-built AI agents Complementary Global Suite of Services 5 Q3 2026 Adjusted Gross Profits(2) +16.6% Y/Y -1.2% Y/Y +15.4% Y/Y 1. Measured over trailing twelve months. 2. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. Over half of total revenues are garnered from customers to whom we provide both surface transportation and global forwarding services, and this percentage has grown year-over-year due to our One Robinson go-to-market approach.(1)
NAST Q3’26 Results by Service 6 ■ Total NAST truckload and LTL volume was up 3.5% Y/Y, reflecting the 14th consecutive quarter of market share growth compared to a 0.3% decline in the Cass Freight Shipment Index ■ Truckload AGP per shipment increased 17.0% Y/Y and volume increased 3.5% Y/Y(2) ■ LTL AGP per order increased 4.0% Y/Y and volume increased 3.5% Y/Y(2) ■ Due to disciplined revenue management practices, continued repricing of our contractual portfolio and opportunistically capturing spot volume at higher margins, truckload AGP/load increased despite a 33.5% Y/Y increase in linehaul cost/mile 3Q26 3Q25 %▲ Truckload (“TL”) $322.8 $267.4 20.7% Less than Truckload (“LTL”) $169.5 $156.9 8.0% Other $25.5 $19.8 28.9% Total Adjusted Gross Profits $517.9 $444.1 16.6% Adjusted Gross Profit Margin % 13.5% 15.0% (150 bps) Adjusted Gross Profits(1) ($ in millions) 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Growth rates are rounded to the nearest 0.5 percent. Third Quarter Highlights
Truckload Price and Cost Change (1)(2)(3) 7 Truckload Q3 Volume(2)(4) +3.5 % Price/Mile(1)(2)(3) +31.5 % Cost/Mile(1)(2)(3) +33.5 % Adjusted Gross Profit(4) +20.7 % 1. Price and cost change represents YoY change for North America truckload shipments across all segments. 2. Growth rates are rounded to the nearest 0.5 percent. 3. Pricing and cost measures exclude fuel surcharges and costs. 4. Truckload volume and adjusted gross profit growth represents YoY change for NAST truckload. ■ 70% / 30% truckload contractual / transactional volume mix in Q3 vs 70% / 30% in Q3 last year ■ Average routing guide depth of 1.5 in Managed Solutions business vs. 1.2 in Q3 last year, reflecting a tighter capacity environment Yo Y % C ha ng e in P ric e an d C os t p er M ile YoY Price Change YoY Cost Change 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 -30% -20% -10% 0% 10% 20% 30% 40% 50%
Truckload AGP $ per Shipment Trend (1) 8 ■ Disciplined pricing and capacity procurement efforts, capturing higher-margin transactional volume, and the strength of our dynamic pricing and costing capabilities enabled us to increase our AGP $ per mile and AGP $ per shipment on a year-over- year basis. ■ Repricing campaigns have been completed with a high level of success and at a faster pace than historically. N A ST A dj us te d G ro ss P ro fit $ p er T ru ck lo ad Sh ip m en t N A ST A djusted G ross Profit M argin % NAST Adjusted Gross Profit $ per Truckload Shipment (left axis) NAST Adjusted Gross Profit Margin % (right axis) Average NAST AGP $ per Truckload Shipment (left axis) 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 11% 12% 13% 14% 15% 16% 17% 18% 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material.
Global Forwarding Q3’26 Results by Service 9 3Q26 3Q25 %▲ Ocean $135.9 $110.3 23.2% Air $43.1 $34.9 23.2% Customs $31.7 $36.4 (12.9)% Other $10.5 $10.2 2.9% Total Adjusted Gross Profits $221.2 $191.8 15.4% Adjusted Gross Profit Margin % 19.3% 24.4% (510 bps) Adjusted Gross Profits (1) ($ in millions) ■ Global disruptions and supply-side constraints have driven higher ocean and air rates ■ Ocean AGP increased due to a 20.5% increase in AGP per shipment and a 2.0% increase in shipments(2) ■ Air AGP increased due to a 28.5% increase in AGP per metric ton shipped, partially offset by a 4.0% decline in metric tons shipped(2) ■ Customs AGP decreased due to a 13.0% decrease in adjusted gross profit per transaction(2) 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Growth rates are rounded to the nearest 0.5 percent. Third Quarter Highlights
All Other & Corporate Q3’26 Results 10 Robinson Fresh ■ AGP declined 5.1% Y/Y driven by margin compression caused by higher fuel costs, partially offset by volume increase with foodservice customers Managed Solutions ■ Total freight under management of $2.1B in Q3 3Q26 3Q25 %▲ Robinson Fresh $38.1 $40.2 (5.1)% Managed Solutions $31.2 $30.0 4.1% Total $69.3 $70.2 (1.2)% Adjusted Gross Profits (1) ($ in millions) 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. Third Quarter Highlights
IMPROVEPLAN ACTIVATE • Enterprise Strategy Map • Policy Deployment Matrix • Policy Deployment Initiatives • Binary view of success (green) or opportunity (red) • Regular operating review cadence (daily, weekly, monthly, quarterly) • Divisional Strategy Maps • Shared Services Strategy Maps • Accountable action plans on all scorecards with red • Embrace and attack the red! • e.g., Gemba walks ("go to the desk") Scorecard: Measurable & Actionable Inputs Defined & Cascaded Strategy Maps Clear Long-Term Strategy & Targets Continuous, Rigorous Measurement & Action Plans Continuously Improving. Never Stops. 1 2 3 4 5 Robinson Operating Model 11
Streamlining & Automating Processes to Drive Profitable Growth 12 12
What: Large language models (ChatGPT) How: Understanding of written language and generating content CHR Examples: Email classification, email quoting, email order entry, appointments *Works well with Traditional AI What: Machine learning, predictive analytics, optimization How: Advanced math and statistics CHR Examples: Costing, pricing, transportation optimization From machine learning to multi-agent models with advanced reasoning What: Large language models plus planning, tool use, memory, natural interaction, and optimization How: Advanced reasoning adds the ability to act autonomously to perform complex tasks without explicit instructions CHR Examples: NMFC Agent, Ocean Quoting *Works well with GenAI and Traditional AI The Multifaceted World of AI 13
I provide customers with transactional quotes, fast. Quote Agents I build and update orders on-system in seconds. Order Agents I contact carriers for timely tracking updates. Tracking Agents I book and reschedule optimal appointments. Appointment Agents I post available truckload capacity on-system early. Truck Post Agents I proactively recommend loads to best-fit carriers. Load Booking Agents I acquire necessary documents from carriers. Documents Agents I ensure carriers are paid on time. Carrier Payment Agents Meet the Fleet of C.H. Robinson AI Agents 14 Just a sample of the agents performing tasks that defied automation for decades
Capital Allocation Priorities: Balanced and Opportunistic 15 Cash Flow from Operations & Capital Distribution ($M) ■ $289 million of cash returned to shareholders in Q3 2026 ■ Q3 2026 capital distribution increased 52% Y/Y ■ 1.33 million shares repurchased at an average price of $160.64 ■ More than 25 years of annually increasing dividends, on a per share basis ■ The Y/Y decrease in cash from operations was driven primarily by an unfavorable change in net operating working capital due to higher freight rates. ■ Strong conviction in the company's intrinsic value led to a Y/Y increase in share repurchases. ■ Share repurchases have now been paused following our agreement to acquire RXO.
30% GF Operating Margin Mid-30s Enterprise Operating Margin 40% NAST Operating Margin ~$400M - $500M $350M-$450M Incremental Adjusted Operating Income vs. 2023 Mid-Cycle Key Assumptions • Outsized volume growth in NAST and GF • Ongoing gross margin expansion driven by technology enhancements and disciplined revenue management • Consistent focus on driving evergreen productivity improvement and operating leverage • 40% and 30% remain our targets for quality of earnings; beyond those, we retain the optionality to deliver demonstrable outgrowth to deliver higher earnings for our investors Our 2026 Financial Target1 161. Updated on October 29, 2025
1. Excluding restructuring and other charges Market Assumptions • Market volume growth of -3% to +1% in 2026 • Market normalization • NAST AGP/shipment flat to up 4% • GF AGP/shipment reset to 2H 2023 (down 10%) Key Drivers • Outperform the market • Optimize AGP yields • Organizational transformation • Evergreen productivity gains Confident in our ability to deliver operating income within our target range, despite YTD market volume growth that has been negative Y/Y Bottom end of target range is still equivalent to at least $6 of adjusted diluted EPS1 2026 Operating Income Target Bridge1 17
© C.H. Robinson Worldwide, Inc. All rights reserved. Our Customer Promise 18
C.H. Robinson to Acquire RXO to Form a $25B+ Logistics Platform Human expertise & AI Integrated Capabilities - Density - Expertise Lean Operating Model Consideration $30.25 Per RXO Share (1) Transaction Timing First Half of 2027 Expected Close Transaction Value $5.8B Implied Enterprise Value Transaction Multiple 13.2x Implied EV / 2026E Adj. EBITDA (Synergized) (2) Estimated Cost Synergies ~$300M Net Run-Rate Cost Synergies Expected Adj. EPS (3) Impact • Accretive within 9 Months of Close • Mid-Teens Accretion in 2028 Rapid Deleveraging 1.75x–2.25x Net Leverage Target by 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 19
Multiple Levers to Drive ~$300M of Estimated Net Run-Rate Cost Synergies 80% Cost-to-Serve Efficiencies Operating leverage derived from the Lean operating model and fleet of AI agents deployed across workflows Shared Services Savings Centralize processes and functions, remove duplication and optimize efficiency over larger enterprise volume 3rd Party Services Eliminations Remove duplication and transfer external services onto C.H. Robinson’s existing vendor relationships Other Integration Benefits Consolidate real estate footprint and deliver insurance procurement efficiencies ~$300M Estimated Net Run-Rate Cost Synergies 20% 20
As of October 28, 2026 OCTOBER 5, 2026 Transaction announced Q4 2026 • U.S. antitrust (HSR) filing submitted • Canada and Mexico merger control filings submitted • Form S-4 / proxy statement- prospectus to be filed with the SEC 1H 2027 • Form S-4 declared effective; proxy statement-prospectus mailed to RXO stockholders • RXO stockholder meeting • Receipt of required regulatory approvals • Anticipated closing Expected Timeline for Closing the RXO Acquisition 21
2024 INVESTOR DAY Appendix
Q3 2026 Transportation Results(1) 23 Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 % Change 2026 2025 % Change Total Revenues $ 5,012,177 $ 3,783,535 32.5 % $ 13,180,661 $ 11,252,110 17.1 % Total Adjusted Gross Profits(2) $ 775,286 $ 670,852 15.6 % $ 2,100,048 $ 1,965,416 6.9 % Adjusted Gross Profit Margin %(2) 15.5% 17.7% (220 bps) 15.9% 17.5% (160 bps) Transportation Adjusted Gross Profit Margin % 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Q1 17.3% 16.4% 18.6% 15.3% 14.9% 13.5% 15.2% 15.4% 17.2% 17.2% Q2 16.2% 16.2% 18.3% 17.5% 13.8% 15.4% 15.5% 15.8% 17.5% 15.4% Q3 16.4% 16.6% 16.9% 14.4% 13.7% 15.1% 15.1% 16.4% 17.7% 15.5% Q4 16.6% 17.7% 15.6% 14.3% 13.3% 15.5% 15.0% 16.9% 17.4% Total 16.6% 16.7% 17.3% 15.3% 13.8% 14.8% 15.2% 16.1% 17.5% 1. Includes results across all segments. 2. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material.
Q3 2026 NAST Results 24 1. Adjusted gross profits, adjusted gross profit margin %, and adjusted operating margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $4.8 million of restructuring and other charges in the three months ended September 30, 2026 and $23.1 million of restructuring and other charges in the nine months ended September 30, 2026 primarily related to workforce reductions and acquisition related costs. Includes $1.3 million of restructuring charges in the three months ended September 30, 2025 and $2.0 million of restructuring charges in the nine months ended September 30, 2025 related to workforce reductions. Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 % Change 2026 2025 % Change Total Revenues $ 3,829,223 $ 2,965,694 29.1 % $ 10,369,815 $ 8,752,341 18.5 % Total Adjusted Gross Profits(1) $ 517,855 $ 444,139 16.6 % $ 1,418,321 $ 1,294,711 9.5 % Adjusted Gross Profit Margin %(1) 13.5% 15.0% (150 bps) 13.7% 14.8% (110 bps) Income from Operations(2) $ 203,903 $ 172,878 17.9 % $ 538,878 $ 480,540 12.1 % Adjusted Operating Margin %(1) 39.4% 38.9% 50 bps 38.0% 37.1% 90 bps Depreciation and Amortization $ 5,263 $ 4,874 8.0 % $ 14,789 $ 14,498 2.0 % Total Assets $ 3,775,164 $ 2,978,317 26.8 % $ 3,775,164 $ 2,978,317 26.8 % Average Headcount 4,597 5,187 (11.4) % 4,674 5,234 (10.7) %
Q3 2026 Global Forwarding Results 25 1. Adjusted gross profits, adjusted gross profit margin %, and adjusted operating margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $0.9 million of restructuring charges in the three months ended September 30, 2026 and $5.6 million of restructuring charges in the nine months ended September 30, 2026 primarily related to workforce reductions. Includes $8.5 million of restructuring charges in the three months ended September 30, 2025 and $11.1 million of restructuring charges in the nine months ended September 30, 2025 primarily related to workforce reductions. Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 % Change 2026 2025 % Change Total Revenues $ 1,149,051 $ 786,347 46.1 % $ 2,710,385 $ 2,359,035 14.9 % Total Adjusted Gross Profits(1) $ 221,238 $ 191,755 15.4 % $ 572,359 $ 563,964 1.5 % Adjusted Gross Profit Margin %(1) 19.3% 24.4% (510 bps) 21.1% 23.9% (280 bps) Income from Operations(2) $ 80,047 $ 49,021 63.3 % $ 172,701 $ 143,294 20.5 % Adjusted Operating Margin %(1) 36.2% 25.6% 1,060 bps 30.2% 25.4% 480 bps Depreciation and Amortization $ 1,479 $ 2,250 (34.3) % $ 4,900 $ 6,577 (25.5) % Total Assets $ 1,556,883 $ 1,233,692 26.2 % $ 1,556,883 $ 1,233,692 26.2 % Average Headcount 3,573 4,245 (15.8) % 3,710 4,380 (15.3) %
1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $13.2 million of restructuring charges in the three months ended September 30, 2026 primarily related to $12.2 million of impairment charges related to our Kansas City regional center lease. Includes $18.0 million of restructuring charges in the nine months ended September 30, 2026 primarily related to $12.2 million of impairment charges related to our Kansas City regional center lease and severance charges related to workforce reductions. Includes $9.6 million of restructuring charges in the nine months ended September 30, 2025 primarily related to a $6.3 million impairment charge on our Kansas City regional center lease. Q3 2026 All Other and Corporate Results 26 Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 % Change 2026 2025 % Change Total Revenues $ 379,786 $ 384,805 (1.3%) $ 1,224,892 $ 1,208,753 1.3% Total Adjusted Gross Profits(1) $ 69,341 $ 70,183 (1.2%) $ 216,213 $ 213,721 1.2% Income (loss) from Operations(2) $ (12,143) $ (1,063) N/M $ (8,343) $ (10,226) N/M Depreciation and Amortization $ 17,031 $ 18,705 (8.9%) $ 51,505 $ 55,262 (6.8%) Total Assets $ 1,057,408 $ 1,015,845 4.1% $ 1,057,408 $ 1,015,845 4.1% Average Headcount 3,083 3,127 (1.4%) 3,095 3,339 (7.3%)
27 Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenues. We believe adjusted gross profit and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin are presented below: Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 2026 2025 Revenues: Transportation $ 5,012,177 $ 3,783,535 $ 13,180,661 $ 11,252,110 Sourcing 345,883 353,311 1,124,431 1,068,019 Total Revenues $ 5,358,060 $ 4,136,846 $ 14,305,092 $ 12,320,129 Costs and expenses: Purchased transportation and related services 4,236,891 3,112,683 11,080,613 9,286,694 Purchased produced sourced for resale 312,735 318,086 1,017,586 961,039 Direct internally developed software amortization 12,860 14,420 38,760 43,767 Total direct costs $ 4,562,486 $ 3,445,189 $ 12,136,959 $ 10,291,500 Gross profit & Gross profit margin $ 795,574 14.8% $ 691,657 16.7% $ 2,168,133 15.2% $ 2,028,629 16.5% Plus: Direct internally developed software amortization 12,860 14,420 38,760 43,767 Adjusted gross profit/Adjusted gross profit margin $ 808,434 15.1% $ 706,077 17.1% $ 2,206,893 15.4% $ 2,072,396 16.8% Non-GAAP Reconciliations
1. In the three months ended September 30, 2026, we incurred restructuring expenses of $3.6 million primarily related to workforce reductions and $15.4 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs. In the nine months ended September 30, 2026, we incurred restructuring expenses of $30.4 million related to workforce reductions and $16.3 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs. In the three months ended September 30, 2025, we incurred expenses of $9.7 million primarily related to workforce reductions. In the nine months ended September 30, 2025, we incurred expenses of $14.8 million primarily related to workforce reductions and $7.9 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease. Non-GAAP Reconciliations 28 Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. Our adjusted operating margin - excluding specified items is a similar non-GAAP financial measure to adjusted operating margin, but also excludes the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe adjusted operating margin and adjusted operating margin - excluding specified items are useful measures of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The comparisons of operating margin to adjusted operating margin and adjusted operating margin - excluding specified items are presented below: Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 2026 2025 Total Revenues $ 5,358,060 $ 4,136,846 $ 14,305,092 $ 12,320,129 Income from operations 271,807 220,836 703,236 613,608 Operating margin 5.1% 5.3% 4.9% 5.0% Adjusted gross profit $ 808,434 $ 706,077 $ 2,206,893 $ 2,072,396 Income from operations 271,807 220,836 703,236 613,608 Adjusted operating margin 33.6% 31.3% 31.9% 29.6% Adjusted gross profit $ 808,434 $ 706,077 $ 2,206,893 $ 2,072,396 Adjusted income from operations(1) 290,754 230,590 749,908 636,285 Adjusted operating margin - excluding specified items 36.0% 32.7% 34.0% 30.7%
Non-GAAP Reconciliations 29 Our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data): Three Months Ended September 30, 2026 Nine Months Ended September 30, 2026 NAST Global Forwarding All Other and Corporate Consolidated NAST Global Forwarding All Other and Corporate Consolidated Income (loss) from operations $ 203,903 $ 80,047 $ (12,143) $ 271,807 $ 538,878 $ 172,701 $ (8,343) $ 703,236 Severance and other personnel expenses 1,762 884 937 3,583 19,815 4,965 5,589 30,369 Other selling, general, and administrative expenses 3,073 33 12,258 15,364 3,253 632 12,418 16,303 Total adjustments to income (loss) from operations(1) 4,835 917 13,195 18,947 23,068 5,597 18,007 46,672 Adjusted income from operations $ 208,738 $ 80,964 $ 1,052 $ 290,754 $ 561,946 $ 178,298 $ 9,664 $ 749,908 Adjusted gross profit $ 517,855 $ 221,238 $ 69,341 $ 808,434 $ 1,418,321 $ 572,359 $ 216,213 $ 2,206,893 Adjusted income from operations 208,738 80,964 1,052 290,754 561,946 178,298 9,664 749,908 Adjusted operating margin - excluding specified items 40.3% 36.6% 1.5% 36.0% 39.6% 31.2% 4.5% 34.0% $ in 000's per share $ in 000's per share Net income and per share (diluted) $ 198,469 $ 1.67 $ 532,488 $ 4.45 Restructuring and related costs, pre-tax 16,092 0.14 43,817 0.37 Acquisition related costs, pre-tax 2,855 0.02 2,855 0.02 Tax effect of adjustments (4,000) (0.03) (10,627) (0.09) Adjusted net income and per share (diluted) $ 213,416 $ 1.80 $ 568,533 $ 4.75 1. The three months ended September 30, 2026 includes severance and other personnel expenses of $3.6 million related to workforce reductions and $15.4 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs. The nine months ended September 30, 2026 includes severance and other personnel expenses of $30.4 million related to workforce reductions and $16.3 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs.
Non-GAAP Reconciliations 30 Our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data): Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025 NAST Global Forwarding All Other and Corporate Consolidated NAST Global Forwarding All Other and Corporate Consolidated Income (loss) from operations $ 172,878 $ 49,021 $ (1,063) $ 220,836 $ 480,540 $ 143,294 $ (10,226) $ 613,608 Severance and other personnel expenses 1,199 8,403 126 9,728 1,876 10,979 1,948 14,803 Other selling, general, and administrative expenses 75 127 (176) 26 75 127 7,672 7,874 Total adjustments to income (loss) from operations(1) 1,274 8,530 (50) 9,754 1,951 11,106 9,620 22,677 Adjusted income (loss) from operations $ 174,152 $ 57,551 $ (1,113) $ 230,590 $ 482,491 $ 154,400 $ (606) $ 636,285 Adjusted gross profit $ 444,139 $ 191,755 $ 70,183 $ 706,077 $ 1,294,711 $ 563,964 $ 213,721 $ 2,072,396 Adjusted income (loss) from operations 174,152 57,551 (1,113) 230,590 482,491 154,400 (606) 636,285 Adjusted operating margin - excluding specified items 39.2% 30.0% N/M 32.7% 37.3% 27.4% N/M 30.7% $ in 000's per share $ in 000's per share Net income and per share (diluted) $ 162,987 $ 1.34 $ 450,760 $ 3.71 Restructuring and related costs, pre-tax 9,930 0.07 20,070 0.16 (Gain) loss on divestiture, pre-tax (176) — 2,607 0.02 Tax effect of adjustments (2,449) (0.01) (4,480) (0.03) Adjusted net income and per share (diluted) $ 170,292 $ 1.40 $ 468,957 $ 3.86 1. The three months ended September 30, 2025 includes severance and other personnel expenses of $9.7 million related to workforce reductions. The nine months ended September 30, 2025 includes severance and other personnel expenses of $14.8 million primarily related to workforce reductions and $7.9 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease.
2024 INVESTOR DAY Thank you INVESTOR RELATIONS: Chuck Ives 952-683-2508 chuck.ives@chrobinson.com