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
The following is a transcript
of a video message from Drew M. Wilkerson, Chief Executive Officer of RXO, Inc., distributed to RXO employees on October 5, 2026.
Good morning and welcome to a historic day in
the transportation industry that you all have created.
I'm so excited about the announcement of C.H.
Robinson agreeing to acquire RXO.
It's been a lot of hard work by all of you, the
relationships that you've built with customers, the way that you've worked with carriers, the way that we've created solutions, and just
our grit to be able to go out there and out-hustle the competition has made us the most attractive transportation provider in the transportation
industry.
And now we are getting to join forces with the
largest provider in the transportation industry.
C.H. Robinson has some scaled solutions that we
do not offer at the same rate.
If you think about things like freight forwarding,
they do that.
If you think about us on the final mile side,
or us in expedite shipments, those are things that they're excited about.
There's going to be a lot of cross-sell opportunities
for us, and we're going to be able to create a solution that starts on a steam ship line and it ends up in a customer's home.
That is unique in the transportation industry,
and I'm excited for all of you to be a part of it.
When you think about what this means for you all,
I know that some of you right now have excitement, I know some of you have questions, I know some of you have nerves over this announcement.
What I can tell you is, joining a larger organization
means there's opportunities in different areas where there may not have been at the smaller organization of RXO.
So you will have an opportunity to be able to
grow and find the right fit and the right role, and I'm excited about that because we have the best people in the industry.
When you think about what it means for our customers,
our customers are going to be able to have a solution that nobody else can match, and they're going to be able to have that at scale,
starting with the ocean line and ending up in their home.
When you think about the carriers, they're going
to have access to a lot more freight.
Now what happens today? Nothing changes today.
We continue to operate as RXO, and I think that's
important for you all to know.
Until we close this deal, we will continue to
operate as RXO and make decisions for RXO.
When you're talking to customers, you're talking
to customers as RXO.
I think it's very important that all of you who
have questions, we are going to work hard to get those answers quickly.
We may not have them right away, but we will work
to get the answers to those questions and get back to you soon.
I cannot thank you enough for the position that
you have put RXO in.
This is a historic day in the transportation industry,
and you all are the reason.
Thank you so much, and I look forward to seeing
you soon.
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.
