RXO: C.H. Robinson acquisition expected in H1 2027

Until closing, RXO and C.H. Robinson will remain separate, independent companies and continue competing with each other.

Rhea-AI Filing Summary

RXO, Inc. announced that C.H. Robinson intends to acquire it in a proposed transaction subject to RXO stockholder and regulatory approval and customary closing procedures. The companies expect the transaction to close in the first half of 2027.

Until closing, RXO and C.H. Robinson will remain separate, independent companies and continue competing; RXO says operations remain business as usual in the meantime. C.H. Robinson expects to file a Form S-4 containing a preliminary proxy statement/prospectus. Definitive materials will be mailed to RXO stockholders after the registration statement becomes effective.

Filing Explained

RXO’s filing identifies the October 4 Agreement and Plan of Merger among RXO, C.H. Robinson, Rover Merger Sub and Viking Logistics, making this an agreed transaction rather than only an expressed intention; it remains proposed and subject to stockholder and regulatory approval.

Key Figures

Customers: 75,000 customers Contract carriers: 450,000 contract carriers Shipments: 37 million shipments annually +2 more

5 metrics

Customers 75,000 customers C.H. Robinson

Contract carriers 450,000 contract carriers C.H. Robinson

Shipments 37 million shipments annually C.H. Robinson

Freight $23 billion in freight C.H. Robinson

Expected transaction closing First half of 2027 Proposed RXO acquisition

Key Terms

registration statement on Form S-4, preliminary proxy statement, proxy statement/prospectus, Merger Agreement

4 terms

registration statement on Form S-4 regulatory

"expects to file 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.

preliminary proxy statement regulatory

"will include a preliminary proxy statement of RXO"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

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.

Merger Agreement regulatory

"the 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.

FAQ

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

How large is C.H. Robinson's network in the proposed RXO acquisition?

C.H. Robinson says it serves 75,000 customers and 450,000 contract carriers. It manages 37 million shipments annually, representing $23 billion in freight.

What are RXO employees told about operations before the acquisition closes?

RXO says nothing changes today and that the companies will operate separately and continue competing until closing. Employees are told not to contact C.H. Robinson team members before closing; RXO says it will share more information over the coming months.

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

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Available on EDGAR 10/05/2026 - 06:01 PM Accepted by SEC EDGAR 10/05/2026 - 05:13 PM Learn about SEC filing dates

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

 

Team,

Today, we announced that C.H. Robinson intends to acquire RXO. The acquisition is subject to stockholder and regulatory approval and is expected to be complete in the first half of 2027.

This transaction reflects the years of work we’ve done together to build RXO into a transportation powerhouse. Your hard work created a company so valuable that C.H. Robinson – the industry’s leading player – sought to acquire it.

Together, we will be the first transportation company to offer customers a scaled, end-to-end solution that moves freight from steamship lines all the way to consumers’ doorsteps. The combined company will be the industry’s largest freight broker and provider of last mile services for big and bulky goods, the leading managed expedite provider, and one of the largest freight forwarders and managed transportation providers.

I recorded a brief video to share why I believe this is such an exciting opportunity and what you can expect next. Please take a few minutes to watch it by clicking below.

 

I know you have questions about what this means for you, your customers, and the carriers you work with, and we’ve drafted the below FAQs that you can use until there is more information.

While this is big news for RXO, nothing changes today as a result of this announcement. Please remain focused on providing the best service, solutions, innovation and relationships our key stakeholders have come to expect from RXO.

Importantly, until the transaction closes, RXO and C.H. Robinson will remain separate, independent companies. We must continue operating as usual, including competing with each other.

Thanks for everything you’re doing to ensure RXO’s continued success.

 

Drew Wilkerson

Chairman and Chief Executive Officer

FAQs for Employees

Why did C.H. Robinson agree to purchase RXO?

RXO brings greater network density, added scale and complementary capabilities to C.H. Robinson’s network, helping the combined company serve more customers across industries. By bringing together C.H. Robinson’s global, multi-modal solutions with RXO’s strengths in North American brokerage, expedite and last mile, we’ll be able to offer customers more tailored solutions, build deeper relationships and create new opportunities to grow.

What are some quick facts about C.H. Robinson?

C.H. Robinson is trusted by 75,000 customers and 450,000 contract carriers. The company manages 37 million shipments annually, representing $23 billion in freight.

Can I reach out to my future colleagues at C.H. Robinson?

No. Until the close of the acquisition, which is expected to be in the first half of 2027, we are still separate companies and will continue to compete with one another. Please don’t reach out to members of C.H. Robinson’s team. There will be plenty of opportunities for the teams to get together after the closing.

What changes as a result of today’s announcement?

Nothing – it’s business as usual. Please remain focused on providing the best service, solutions, innovation and relationships our key stakeholders have come to expect from RXO.

How will my job change as a result of this acquisition?

We recognize you have lots of questions about the future. Many people will experience no change to their daily operations while some may be asked to assist in the integration process. We will communicate as information and answers become available throughout the next few months leading to closing this acquisition.

What happens next?

The acquisition is subject to stockholder and regulatory approval and customary closing procedures. Over the next few months, we will work to secure the approval and close the acquisition. Once that happens, we will begin integrating the two companies.

I’d like to post this news on social media. Do you have any recommended language I can use?

We know you're excited to share the news. To make sure we comply with legal requirements that apply during a pending transaction, please limit any posts to sharing or reposting RXO's official announcement from RXO's company accounts, without adding your own commentary about the transaction. Please don't speculate about the deal, its timing, or what the combined company will do.

What do I do if I’m contacted by a member of the media?

RXO employees are not authorized to speak to the media. Please forward all media inquiries to Nina Reinhardt at nina.reinhardt@rxo.com.

Important Information for Investors and Stockholders

In connection with the proposed acquisition, C.H. Robinson expects to file a registration statement on Form S-4 with the SEC containing a preliminary prospectus of C.H. Robinson that also constitutes a preliminary proxy statement of RXO. After the registration statement is declared effective, each of RXO and C.H. Robinson will mail a definitive proxy statement/prospectus to RXO’s stockholders. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that RXO or C.H. Robinson may file with the SEC in connection with the proposed acquisition. INVESTORS AND SECURITY HOLDERS OF RXO ARE URGED TO READ THE 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by RXO or C.H. Robinson through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by RXO will be available free of charge on RXO’s website at https://investors.rxo.com and 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 https://investor.chrobinson.com.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy 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 offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

11215 North Community House Road

Charlotte, NC 28277 USA

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.