RXO expects C.H. Robinson acquisition close in H1 2027
Until closing, RXO says it will continue operating independently, with no current changes to employee roles, compensation plans or benefits.
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Rhea-AI Filing Summary
RXO, Inc. is the target of C.H. Robinson’s proposed acquisition, which remains subject to customary closing conditions, including regulatory approvals and RXO shareholder approval. The companies currently anticipate closing in the first half of 2027, subject to those approvals and other customary conditions.
Until closing, RXO and C.H. Robinson will operate as separate, independent companies. RXO says there are no changes at this time to employee roles and responsibilities, compensation plans, benefits or business priorities.
Filing Explained
While the proposed acquisition remains pending, RXO says routine customer dealings generally continue, but employees should consult Legal before entering or renewing customer or distributor contracts longer than one year or worth
Key Figures
Key Terms
Lean AI technical
customary closing conditions regulatory
Merger Agreement regulatory
registration statement on Form S-4 regulatory
proxy statement/prospectus regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is C.H. Robinson’s acquisition of RXO expected to close?
Will RXO employees’ jobs or benefits change before the acquisition closes?
Which RXO contracts require Legal review before the acquisition closes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Filed by RXO, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: RXO, Inc.
Commission File No.: 001-41514
C.H. Robinson Acquisition Frequently Asked Questions
About C.H. Robinson
Q: What recognition has C.H. Robinson received as an employer?
A: C.H. Robinson has consistently been recognized as a leading employer, including being named to the following lists:
| • | U.S. News Best Transportation and Logistics Companies to Work For (2026) |
| • | Forbes America's Best Employers for Tech Workers (2026) |
| • | Fast Company Most Innovative Companies (2026) |
| • | Forbes Best-In-State Employers (2026) |
| • | Fortune's World's Most Admired Companies (2015-2026) |
| • | Minneapolis/St. Paul Business Journal Best Places to Work (2012-2026) |
Q: What is Lean AI?
A: Lean AI combines C.H. Robinson's deep supply chain expertise, Lean operating model and advanced AI solutions to help customers, carriers and employees make better decisions, eliminate waste and unlock growth. Lean is a globally recognized methodology focused on simplifying processes, reducing unnecessary work and continuously improving how work gets done. By combining people, process and technology, Lean AI helps drive greater efficiency, productivity and value across the supply chain.
Q: C.H. Robinson recently highlighted that its cost-saving strategy relies on deploying AI. How will this automation impact employees, and could it replace headcount?
A: AI and automation can help streamline processes, improve efficiency, and support better service for customers and carriers. At this time, it is too early to speculate on how C.H. Robinson's use of AI may affect specific roles, teams, or workflows at RXO. Until the transaction closes, RXO and C.H. Robinson will continue to operate independently, and there are no changes to employees' current responsibilities as a result of the announced transaction. Any future updates will be shared as appropriate.
General Acquisition Questions
Q: What is the timeline for the acquisition to close?
A: The transaction remains subject to customary closing conditions, including regulatory approvals and approval by RXO shareholders. Based on current expectations, the companies anticipate the transaction closing in the first half of 2027. However, the timing of closing is subject to these approvals and other customary conditions, and there can be no assurance regarding the exact timing.
Q: What does job security look like for RXO employees?
A: At this time, there are no changes to employees' current roles or responsibilities as a result of the announced transaction. Until the transaction closes, RXO will continue to operate independently, and employees should continue focusing on supporting customers, carriers, and business priorities.
Q: Do our priorities as a business stay the same? Do we have marching orders from C.H. Robinson yet?
A: Until the transaction closes, RXO and C.H. Robinson are required to continue operating as separate, independent companies. RXO remains focused on executing its existing business strategy, serving customers, supporting carriers, and delivering value to shareholders. No changes have been made to RXO's business priorities as a result of the announced transaction.
HR and Compensation
Q: Will anything change with quarterly bonus payouts?
A: At this time, there are no changes to our compensation plans including the quarterly bonus metrics and payout process. Employees will continue to operate under the terms and conditions of current RXO compensation plans unless and until any changes are communicated through official channels
Q: Will employee benefits change when the acquisition is completed?
A: There are no changes to employee benefits at this time. Because the transaction has not yet closed, no decisions regarding future benefits programs have been announced. Any future decisions regarding benefits would be communicated to employees through appropriate channels following the close of the transaction, if applicable.
Q: As someone supporting the U.S. business from Europe, I'm curious how leadership envisions the future of international teams after the merger. Will there be additional opportunities for greater involvement and career development?
A: It is too early to comment on potential organizational structures, career opportunities, or operating models following the close of the transaction. International teams continue to play an important role in supporting RXO's business today, and employees should remain focused on
their current responsibilities. As appropriate and consistent with legal and regulatory requirements, additional information will be shared as it becomes available.
Legal and Communications
Q:How should employees respond to questions about the C.H. Robinson and Montgomery litigation matter?
A: RXO has a best-in-class carrier vetting program, a strong safety record, and a comprehensive insurance program with substantial casualty coverage. During the investor conference call announcing the acquisition, C.H. Robinson shared that it conducted an extensive review of RXO’s legal exposures and concluded that the transaction would have a neutral legal risk impact for C.H. Robinson.
Commercial
Q: Are there any restrictions on RXO entering new customer contracts before the acquisition closes?
A: Routine customer dealings in the ordinary course of business should generally continue. Check with Legal before you enter into or renew a customer or distributor contract with a term that is longer than one year or that is worth $5 million or more over its term, or agree to terms that limit where or how RXO can compete.
Q: Are there any impacts to existing contracts?
A: Generally, no. Check with Legal before you renew an existing contract with a term that is longer than one year or that is worth $5 million or more over its term, or agree to terms that limit where or how RXO can compete, or before you make significant changes to an important contract or extend or terminate such contract (other than routine renewals of 1 year or less in the ordinary course of business).
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed transaction, the anticipated benefits of the proposed transaction, including synergies, and expected future financial position, total addressable market and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. C.H. Robinson’s and RXO’s results may differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors: the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger (the “Merger Agreement”), by and among RXO, Inc., C.H. Robinson Worldwide, Inc., Rover Merger Sub Inc., and Viking Logistics LLC, dated as of October 4, 2026; the risk that the conditions to the closing of the proposed transaction are not satisfied, including the risk that required approvals of the transaction from the stockholders of RXO or from regulators are not obtained; litigation or regulatory action relating to the transaction; the risk that the proposed transaction may not be completed on the anticipated terms, in a timely manner or at all; uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed transaction; risks that the proposed transaction disrupts the current plans or operations of C.H. Robinson or RXO; the effect of the announcement of the proposed transaction on the ability of C.H. Robinson or RXO to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; the risk that C.H. Robinson is unable to obtain the anticipated debt financing in connection with the proposed transaction on the anticipated timing or terms, or at all; potential adverse effects on the market price of RXO’s and/or C.H. Robinson’s common stock, credit ratings, or operating results; fluctuations in the market value of the merger consideration, which may vary from its value as of the date of the Merger Agreement or the date of this communication, as a result of changes in the market price of C.H. Robinson common stock; potential adverse reactions or changes to relationships with employees, customers, suppliers, distributors and other business partners resulting from the announcement, pendency or completion of the proposed transaction; restrictions during the pendency of the proposed transaction on RXO’s ability to pursue certain business opportunities or strategic transactions; the potential acquisition being more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; the combined company’s ability to achieve the synergies expected from the proposed transaction, as well as delays, challenges and expenses associated with integrating the combined company’s existing businesses or realizing the anticipated benefits of the proposed transaction; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into the industries in which C.H. Robinson and RXO operate, as well as new product and marketing initiatives by C.H. Robinson’s and RXO’s competitors; risks associated with cyber-attacks, information security and data privacy; diversion of management’s time and attention from C.H. Robinson’s and RXO’s ongoing business operations due to the proposed transaction; disruptions resulting from key management changes; unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and legislative, regulatory, economic, competitive or technological developments. Other factors that might cause such a difference include those discussed in C.H. Robinson’s and RXO’s filings with the SEC, which include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the registration statement on Form S-4 (including the proxy statement/prospectus) to be filed in connection with the proposed transaction. For more information, see the section entitled “Risk Factors” and the forward-looking statements disclosure contained in C.H. Robinson’s and RXO’s Annual Reports on Form 10-K and in other filings. Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by applicable law, C.H. Robinson and RXO undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, C.H. Robinson intends to file with the SEC a registration statement on Form S-4 that will include a preliminary proxy statement of RXO that also constitutes a preliminary prospectus of C.H. Robinson. C.H. Robinson and RXO also each plan to file other relevant documents with the SEC regarding the proposed transaction. After the registration statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of RXO. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other document that C.H. Robinson or RXO may file with the SEC in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders will be able to obtain free copies of these documents (if and when available), and other documents containing important information about C.H. Robinson and RXO, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by C.H. Robinson will be available free of charge on C.H. Robinson’s website at investor.chrobinson.com. Copies of the documents filed with the SEC by RXO will be available free of charge on RXO’s website at investors.rxo.com.
Participants in the Solicitation
RXO, C.H. Robinson and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from RXO’s stockholders in respect of the proposed transaction. Information about the directors and executive officers of C.H. Robinson, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) C.H. Robinson’s proxy statement for its 2026 Annual Meeting of Shareholders, which was filed with the SEC on March 24, 2026, including under the sections captioned “Proposal 1: Election of Directors,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Security Ownership of Certain Beneficial Owners and Management,” and “Related Party Transactions,” (ii) C.H. Robinson’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026, including under the section captioned “Information about our Executive Officers” in Part I, Item 1, and (iii) Item 5.02 of C.H. Robinson’s Current Report on Form 8-K filed with the SEC on June 2, 2026. Information about the directors and executive officers of RXO, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) RXO’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 30, 2026, including under the sections captioned “Proposal 1: Election of Directors,” “Director Compensation,” “Certain Relationships and Related Party Transactions,” “Security Ownership of Certain Beneficial Owners and Management,” and “Compensation Discussion and Analysis,” and (ii) RXO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 9, 2026, including under the section captioned “Information about our Executive Officers” in Part I, Item 1. To the extent holdings of RXO’s securities by its directors or executive officers have changed since the applicable “as of” date described in its 2026 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership on Form 5 filed with the SEC, including (i) the Form 4s filed by Mr. Wilkerson on May 4, 2026 and May 19, 2026; (ii) the Form 4 filed by Mr. Morris on May 18, 2026; and (iii) the Form 4 filed by Mr. Firestone on August 25, 2026.
Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and stockholders should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from C.H. Robinson and RXO using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.