RXO remains standalone pending C.H. Robinson merger

Before closing, RXO says it will maintain independent operations and protect confidential and competitive business information.

Accepted by SEC EDGAR 10/29/2026 - 04:05 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

RXO, Inc. (RXO) said its announced acquisition by C.H. Robinson has not yet been completed and that RXO remains a standalone company. The town hall remarks described the proposed combination as bringing together brokerage, last mile, expedite, freight forwarding and managed transportation capabilities, with the goal of offering customers an end-to-end freight solution. They also stressed that execution remains necessary and that employees should continue focusing on service, solutions, technology, customer and carrier relationships, profitable growth and current results.

Closing conditions include required approvals from RXO stockholders and regulators. C.H. Robinson intends to file a Form S-4 containing RXO’s preliminary proxy statement, which also serves as C.H. Robinson’s preliminary prospectus; after the registration statement is declared effective, the definitive proxy statement/prospectus will be mailed to RXO stockholders.

Key Figures

Freight-forwarding rank described for C.H. Robinson: Top five provider Brokerage ranks described: Number three brokerage and number one brokerage Managed transportation rank described for combined business: Number one or number two provider +1 more

4 metrics

Freight-forwarding rank described for C.H. Robinson Top five provider Drew Wilkerson described its asset-light freight-forwarding presence.

Brokerage ranks described Number three brokerage and number one brokerage The remarks referred to combining the two brokerages.

Managed transportation rank described for combined business Number one or number two provider The remarks qualified this ranking as depending on what is being measured.

Merger Agreement date October 4, 2026 Agreement among RXO, C.H. Robinson Worldwide, Rover Merger Sub and Viking Logistics.

Key Terms

asset light, Merger Agreement, synergies, registration statement on Form S-4, +1 more

5 terms

asset light technical

"top five provider on the asset light side"

Merger Agreement regulatory

"Agreement and Plan of Merger (the “Merger Agreement”)"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

synergies financial

"anticipated benefits of the proposed transaction, including synergies"

Synergies are the extra benefits—such as lower costs, higher sales, or improved efficiency—that result when two businesses combine or when different parts of a company cooperate. Investors watch synergies because they can boost future profits and cash flow, supporting a higher valuation, but they depend on effective integration and are often estimated rather than guaranteed; imagine two households merging to share rent and eliminate duplicate expenses.

registration statement on Form S-4 regulatory

"file with the SEC a registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"the definitive proxy statement/prospectus will be mailed"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the status of C.H. Robinson’s acquisition of RXO?

The announced acquisition has not yet been completed. Closing conditions include required approvals from RXO stockholders and regulators.

What businesses would RXO and C.H. Robinson combine?

The town hall remarks describe a proposed combination of brokerage, last mile, expedite, freight forwarding and managed transportation. They characterize the anticipated offering as an end-to-end freight solution from global shipping networks to consumers’ doorsteps.

How will RXO operate while the C.H. Robinson transaction is pending?

RXO says it remains a standalone company. The presentation tells employees to maintain independent operations, safeguard confidential and competitive business information, and continue focusing on service, solutions, technology, customers and carriers.

When will RXO stockholders receive the transaction proxy?

After the registration statement is declared effective, the definitive proxy statement/prospectus will be mailed to RXO stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

RXO Town Hall

Held on October 29, 2026

Audience: All RXO Employees

The following is a transcript of Drew Wilkerson’s remarks about the C.H. Robinson acquisition:

I want to talk for a couple of minutes about the C.H. Robinson acquisition of RXO.

It's not yet completed; it's something that we’ve announced. As we move later into the Q&A session, I want to highlight that we're not going to take a lot of questions on the acquisition because we want to be able to answer all of those in writing. So, the questions are still welcome. We're going to get to all of them, but we really want to focus the Q&A part of this on RXO and the results that we're having within the business.

So first, who are we whenever you start to look at this? And, you know, one of the things that is exciting is I think this has the opportunity to be the best solution that's ever existed in the transportation world. If you look at Robinson's presence in Freight Forwarding, they've got a phenomenal presence. They're a top five provider on the asset light side.

When you look at pulling the number three brokerage and the number one brokerage together, there's not a lot of customer overlap there. And so we're going to be able to grow off of that and be able to offer our customers a better solution. We're going to have more freight to offer out to our carriers.

In managed transportation, we're going to be, depending on what you're looking at, the number one or number two provider in that space. And then it's all anchored by what happens in last mile. So we're going to be able to have a beginning to end solution that nobody else in the industry can have.

I'm excited for all of you to be a part of that and to be able to deliver that for our customers. And I think when you look at that, that is something that is going to be very hard to sell against. And it is a great opportunity for all of you. And I just could not be more excited. I think it is a home run deal for customers. Now, it's up to all of us out there to be able to execute.

Right now, I said it, this is an opportunity. There still has to be execution off of this. And you all are the ones who just delivered great results for the quarter. You're the ones who are going to help make this deal a successful deal and the most successful deal that has ever happened in the transportation industry.

With all of that said, it's really important that we stay focused and we continue to deliver results. We are still a standalone company. We are not one company right now. So the results that we have, we need to stay focused on the same things that we have always been focused on. Service, solutions, technology, and relationships.

Keep it simple, focus on our customers, focus on the carriers, focus on continuing to take market share, grow profitably, look at the things that we can do to create better solutions for our customers. We've got a lot of momentum. It's important that we do not lose that momentum right now while we're in this period of announcement to close.

An Exciting Road Ahead: C.H. Robinson Intends to Acquire RXO Combining two leading transportation companies to create an unmatched freight network Why It Matter Important Reminders Broader Expertise: Combining complementary strengths across brokerage, last mile, expedite, freight forwarding and managed transportation. End-to-End Solutions: Delivering seamless freight movement from global shipping networks to consumers’ doorsteps. Greater Value for Customers: Expanding network reach, industry expertise and service offerings through the combined capabilities of both organizations. Stay focused on delivering excellent service to customers and carriers. Safeguard confidential and competitive business information. Support a smooth transition by maintaining independent operations.

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.