C.H. Robinson bets $5.8 billion on RXO, and its stock drops 11%

C.H. Robinson moves freight by truck, ocean, air and more. In the first half of 2026 its revenue rose to $8.95 billion and its operating profit rose to $431.4 million. [C24][C24] Form 10-Q, Overviewis one of the largest global logistics providers in the world. As a leader in Lean AI supply chains, we deliver logistics like no one else. For more than a century, companies everywhere have looked to us to reimagine how goods move. We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more.C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C25][C25] Form 10-Q, statements of operationsTotal revenues 4,934,098 4,136,543 8,947,032 8,183,283C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C26][C26] Form 10-Q, statements of operationsIncome from operations 255,743 215,919 431,429 392,772C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm Over the past year it earned about $933 million before interest, taxes, depreciation and amortization, our sum from its reports. Its free cash flow, cash from operations after equipment and software spending, was about $618 million. [C64][C64] Form 10-K, statements of operationsIncome from operations 794,961 669,141C.H. Robinson annual report on Form 10-K for 2025, filed February 13, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/chrw-20251231.htm [C26][C26] Form 10-Q, statements of operationsIncome from operations 255,743 215,919 431,429 392,772C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C63][C63] Form 10-Q, cash flowsDepreciation and amortization 47,421 50,508C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C65][C65] Form 10-K, cash flowsDepreciation and amortization 102,818 97,160C.H. Robinson annual report on Form 10-K for 2025, filed February 13, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/chrw-20251231.htm [C74][C74] Form 10-K, cash flowsNet cash provided by operating activities 914,519 509,084C.H. Robinson annual report on Form 10-K for 2025, filed February 13, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/chrw-20251231.htm [C75][C75] Form 10-K, cash flowsPurchases of property and equipment (19,628) (22,653) (29,989) Purchases and development of software (50,915) (51,635)C.H. Robinson annual report on Form 10-K for 2025, filed February 13, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/chrw-20251231.htm [C73][C73] Form 10-Q, cash flowsNet cash provided by operating activities 104,497 333,659C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C76][C76] Form 10-Q, cash flowsPurchases of property and equipment (7,610) (10,640) Purchases and development of software (25,642) (25,601)C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm Interest expense was $63.1 million in 2025, which its 2025 operating profit covered about 13 times. [C78][C78] Form 10-K, MD&Awhich primarily consisted of $63.1 million of interest expenseC.H. Robinson annual report on Form 10-K for 2025, filed February 13, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/chrw-20251231.htm [C64][C64] Form 10-K, statements of operationsIncome from operations 794,961 669,141C.H. Robinson annual report on Form 10-K for 2025, filed February 13, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/chrw-20251231.htm

It had been spending heavily on its own stock. It bought back $432.2 million of shares and paid $154.3 million of dividends in the half. [C28][C28] Form 10-Q, cash flowsRepurchase of common stock (432,183) (128,767) Cash dividends (154,300) (152,355)C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm Cash from operations fell to $104.5 million from $333.7 million, mostly because money owed by customers rose and used $704.3 million as freight prices climbed. [C73][C73] Form 10-Q, cash flowsNet cash provided by operating activities 104,497 333,659C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C51][C51] Form 10-Q, cash flowsReceivables (704,333) (108,002)C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm Its truck cost per mile rose about 29.0% in the second quarter, faster than the 25.5% rise in what it charged per mile. Its adjusted gross profit margin fell to 15.0% from 16.8%. [C62][C62] Form 10-Q, NAST resultsour average truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 29.0 percent during the second quarter of 2026 compared to the second quarter of 2025C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C80][C80] Form 10-Q, NAST resultsOur average truckload linehaul rate per mile charged to customers, which excludes fuel surcharges, increased approximately 25.5 percent in the second quarter of 2026C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C81][C81] Form 10-Q, MD&ATotal adjusted gross profit margin 15.0% 16.8%C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm Debt rose to $1.69 billion from $1.09 billion, mostly to fund buybacks. It held $154.6 million of cash, $134.4 million of it outside the U.S. [C29][C29] Form 10-Q, Note 4Long-term debt $1,685,017 $1,089,438C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C31][C31] Form 10-Q, liquidityNet borrowings on debt increased primarily to fund incremental share repurchasesC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C30][C30] Form 10-Q, liquidityCash and cash equivalents totaled $154.6 million as of June 30, 2026C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C52][C52] Form 10-Q, liquidityheld outside the United States totaled $134.4 million as of June 30, 2026C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm

Its net debt is about $1.53 billion, or about 1.6 times yearly earnings before interest, taxes, depreciation and amortization. Its $1 billion credit line, with $325 million drawn, ends in November 2027, and a receivables loan with $436.8 million drawn ends in August 2027. [C29][C29] Form 10-Q, Note 4Long-term debt $1,685,017 $1,089,438C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C30][C30] Form 10-Q, liquidityCash and cash equivalents totaled $154.6 million as of June 30, 2026C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C53][C53] Form 10-Q, Note 4with a total availability of $1 billion, which may be reduced by standby letters of credit. The Credit Agreement has a maturity date of November 19, 2027.C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C54][C54] Form 10-Q, Note 4Revolving credit facility 4.74% 4.82% November 2027 $325,000C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C55][C55] Form 10-Q, Note 4Receivables Securitization Facility (1) 4.55% 4.59% August 2027 436,763C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm The credit line caps debt at 3.75 times earnings. Its note agreement caps it at 3.50 times and requires earnings to cover interest at least 2.00 times. [C56][C56] Form 10-Q, Note 4a maximum leverage ratio of 3.75 to 1.00C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C57][C57] Form 10-Q, Note 4a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm

It also faces a lawsuit. A jury awarded $604 million in damages in a truck crash case. [C58][C58] Form 10-Q, Note 9, litigationwe may be held jointly and severally liable for the entire $604 million of total monetary damages awardedC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm C.H. Robinson may be liable for all of it, with only an immaterial reserve and $155 million of insurance per occurrence, after a $5 million deductible. [C58][C58] Form 10-Q, Note 9, litigationwe may be held jointly and severally liable for the entire $604 million of total monetary damages awardedC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C59][C59] Form 10-Q, Note 9, litigationan immaterial accrual was included in other accrued liabilitiesC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C60][C60] Form 10-Q, Note 9, litigationwe maintain liability and excess insurance policies with $155 million of coverage per occurrence, subject to a $5 million deductibleC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm The judgment is not yet final, and the company plans to appeal right away if it becomes final. Paying it all, less insurance, would add roughly half a turn of debt to earnings, our estimate. [C82][C82] Form 10-Q, Note 9, litigationintend to appeal immediately if it is entered as finalC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C58][C58] Form 10-Q, Note 9, litigationwe may be held jointly and severally liable for the entire $604 million of total monetary damages awardedC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C60][C60] Form 10-Q, Note 9, litigationwe maintain liability and excess insurance policies with $155 million of coverage per occurrence, subject to a $5 million deductibleC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm Courts have also ruled that brokers can face state negligence claims over the truck lines they pick. Its stock closed at $196.33 on February 11, 2026. [C61][C61] Form 10-Q, risk factorsrelated to the selection of motor carriers by freight brokers are not preempted by federal law in certain circumstancesC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C66][C66] Form 10-K, Item 5On February 11, 2026, the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was $196.33 per share.C.H. Robinson annual report on Form 10-K for 2025, filed February 13, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/chrw-20251231.htm

Before the news, C.H. Robinson's stock was worth about $18.4 billion, so the $5.8 billion deal equals about 31% of its value. RXO would add about 40% to its revenue but only about 15% to its earnings before interest, taxes, depreciation and amortization. [C35][C35] IEX closing pricesCHRW closed at $157.62 on October 2, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C23][C23] Form 10-Q, coverthe number of shares outstanding of the registrant's Common Stock, par value $0.10 per share, was 116,851,258C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C12][C12] Joint press releasefor an implied value of $5.8 billionJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C44][C44] Investor presentation, RXO overviewRXO Overview $6.8B $1.0B $137M 18,000 150,000 (1) (1) (1)(2) 2026E Gross Revenue 2026E Gross Profit 2026E Adj. EBITDAC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm [C77][C77] Form 10-K, statements of operationsTotal revenues 16,232,763 17,724,956C.H. Robinson annual report on Form 10-K for 2025, filed February 13, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/chrw-20251231.htm [C25][C25] Form 10-Q, statements of operationsTotal revenues 4,934,098 4,136,543 8,947,032 8,183,283C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm The cash part of the price, about 57% of the total, is about 5 years of C.H. Robinson's free cash flow. [C18][C18] Joint press releaseapproximately 57% of the merger consideration is paid in cash and 43% is paid in shares of C.H. Robinson common stock. RXO stockholders are expected to own 11% of the combined companyJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C43][C43] Investor presentation, transaction overviewApproximately $5.3B implied equity value and $5.8B implied enterprise valueC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm

Each RXO share gets $17.25 in cash plus 0.0856 of a C.H. Robinson share. Holders may instead choose $30.25 in cash or 0.1992 of a share, but choices are trimmed so about 57% of the total is paid in cash. [C2][C2] Form 8-K, Item 1.01(i) a combination of $17.25 in cash and 0.0856 of a validly issued, fully paid and non-assessable share of common stockC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C3][C3] Form 8-K, Item 1.01(ii) $30.25 in cash, without interest (the"Cash Consideration") or (iii) 0.1992 of a share of Company Common StockC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C18][C18] Joint press releaseapproximately 57% of the merger consideration is paid in cash and 43% is paid in shares of C.H. Robinson common stock. RXO stockholders are expected to own 11% of the combined companyJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm The $30.25 value assumed C.H. Robinson at $151.88, and there is no price floor. The price is a 29% premium to RXO's October 2 close, and RXO holders will own 11% of the combined company. [C70][C70] Joint press release, footnote 2The 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, 2026Joint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C17][C17] Joint press releaseThe transaction represents a premium of 27% to RXO's 90-day volume-weighted average price and 29% to RXO's closing price on Friday, October 2, 2026.Joint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C18][C18] Joint press releaseapproximately 57% of the merger consideration is paid in cash and 43% is paid in shares of C.H. Robinson common stock. RXO stockholders are expected to own 11% of the combined companyJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm That means about 15 million new C.H. Robinson shares, about 13% more than today, our estimate from RXO's share and award counts. RXO's performance awards pay out at the maximum for 2026 and at 200% of target for 2027 and 2028. [C2][C2] Form 8-K, Item 1.01(i) a combination of $17.25 in cash and 0.0856 of a validly issued, fully paid and non-assessable share of common stockC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C85][C85] Merger agreement, capitalization164,961,058 shares of Company Common Stock were issued and outstandingAgreement and Plan of Merger among C.H. Robinson, RXO, Rover Merger Sub and Viking Logistics, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex21.htm [C86][C86] Merger agreement, capitalizationCompany RSU Awards covering 2,094,614 shares of Company Common Stock were outstanding, (D) Company PSU Awards covering 4,170,125 shares of Company Common Stock (assuming maximum performance were outstanding); and (E) Company Pre-Funded Warrants, representing the right to purchase (subject to the terms thereof) an aggregate of 4,577,327 sharesAgreement and Plan of Merger among C.H. Robinson, RXO, Rover Merger Sub and Viking Logistics, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex21.htm [C23][C23] Form 10-Q, coverthe number of shares outstanding of the registrant's Common Stock, par value $0.10 per share, was 116,851,258C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C89][C89] Form 8-K, Item 1.01for each of fiscal years 2027 and 2028, at 200% of targetC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm

Analysts expect RXO to have $6.8 billion of revenue and $137 million of adjusted earnings before interest, taxes, depreciation and amortization in 2026. At $5.8 billion, that is about 42 times, and only 13.2 times after counting all of the hoped-for savings. [C44][C44] Investor presentation, RXO overviewRXO Overview $6.8B $1.0B $137M 18,000 150,000 (1) (1) (1)(2) 2026E Gross Revenue 2026E Gross Profit 2026E Adj. EBITDAC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm [C43][C43] Investor presentation, transaction overviewApproximately $5.3B implied equity value and $5.8B implied enterprise valueC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm [C12][C12] Joint press releasefor an implied value of $5.8 billionJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C20][C20] Investor presentation13.2x in 2028 Implied EV / 2026E Adj. EBITDA (2) (Synergized)C.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm C.H. Robinson says the deal will lift adjusted earnings per share within nine months of closing, and by a mid-teens percentage in 2028. That measure leaves out restructuring costs and amortization from this deal, and the company gave no figure under standard accounting. [C14][C14] Joint press releaseC.H. Robinson expects the transaction to be accretive to adjusted EPS 1 within nine months of the transaction close and mid-teens accretive to adjusted EPS in 2028.Joint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C48][C48] Joint press release, footnote 1Adjusted EPS excludes restructuring and/or loss from divestiture and excludes amortization of intangibles related to this acquisitionJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm

Morgan Stanley Senior Funding committed a bridge loan of up to $4.5 billion, and the deal does not depend on financing. Morgan Stanley is also C.H. Robinson's adviser on the deal, and the bridge also backs changes to its credit line and note agreement. [C10][C10] Form 8-K, Item 1.01a 364-day senior unsecured bridge term loan facility in the aggregate principal amount of up to $4.5 billionC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C11][C11] Form 8-K, Item 1.01The consummation of the Transaction is not conditioned on the Company's ability to obtain financing.C.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C49][C49] Form 8-K, Item 1.01Morgan Stanley is both the Company's financial advisor in connection with the Transaction and one of the Commitment PartiesC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C50][C50] Form 8-K, Item 1.01to backstop certain amendments to the Company's existing revolving credit facility and note purchase agreementC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm The slides show debt at about 2.9 times earnings at closing, but that counts the full $300 million of savings. Without them, our rough estimate is about $4.4 billion of net debt, or about 3.6 times, above the 3.50 times cap in the note agreement. [C19][C19] Investor presentation, page 12Rapid Deleveraging Expected Net Debt / LTM Adj. EBITDA (x) ... 2.9x ... Estimated at CloseC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm [C46][C46] Investor presentation, page 12 noteInclusive of ~$300M full net run-rate cost synergiesC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm [C47][C47] Investor presentation, combined company$1.5B+ Adj. EBITDAC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm [C57][C57] Form 10-Q, Note 4a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm The target is 1.75 to 2.25 times by the end of 2028, buybacks pause until then, and the dividend continues. Management aims to keep $600 million to $750 million of cash and borrowing room after closing. [C15][C15] Joint press releaseto support rapid de-leveraging to C.H. Robinson's target leverage range of 1.75x to 2.25x net debt to LTM adjusted EBITDA by the end of 2028Joint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C16][C16] Joint press releaseintends to pause share repurchases until it reaches its target leverage ratio after the transaction closesJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C22][C22] Investor call scriptwe remain committed to returning capital to shareholders through our dividendC.H. Robinson analyst and investor call script, filed under Rule 425, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526414486/d164793d425.htm [C79][C79] Investor presentation, page 12Maintain $600-$750M of liquidityC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm

The deal needs RXO holders' approval and antitrust clearance in the U.S. and some other countries. A holder of about 17.04% of RXO's shares agreed to vote yes, and C.H. Robinson agreed to take on that holder's RXO warrants. [C6][C6] Form 8-K, Item 1.01the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of RXO Common StockC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C5][C5] Form 8-K, Item 1.01the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the"HSR Act"), and clearance under the antitrust laws of certain other jurisdictions specified in the Merger AgreementC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C9][C9] Form 8-K, Item 1.01(which represents approximately 17.04% of the outstanding shares of RXO Common Stock) in favor of the TransactionC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C67][C67] Voting and support agreement, assumption of the warrantsParent hereby covenants and agrees that it shall assume, effective as of the Closing Effective Time, all of the Company's liabilities and obligations under the WarrantsVoting and support agreement with MFN Partners, Exhibit 10.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex101.htm RXO owes a $175 million fee if it takes a better offer, if C.H. Robinson ends the deal after RXO's board changes its view, or if RXO signs another deal within 12 months after certain terminations. [C7][C7] Form 8-K, Item 1.01RXO will be required to pay the Company a termination fee of $175 millionC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C71][C71] Form 8-K, Item 1.01if (i) the Company terminates the Merger Agreement following a change of the RXO Board RecommendationC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C72][C72] Form 8-K, Item 1.01within 12 months following such termination RXO enters into a definitive agreement providing for, or consummates, certain alternative acquisition transactionsC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm Either side can walk away after July 4, 2027, with two three-month extensions if only regulatory approvals are missing. The U.S. antitrust filing is due within ten business days of signing, and RXO's vote within 30 days after its share registration takes effect. [C8][C8] Form 8-K, Item 1.01if the Transaction has not been consummated on or before July 4, 2027, subject to two extensions of three months eachC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C87][C87] Merger agreement, HSR filingin any event within ten (10) business days after the execution of this AgreementAgreement and Plan of Merger among C.H. Robinson, RXO, Rover Merger Sub and Viking Logistics, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex21.htm [C88][C88] Merger agreement, stockholders' meetingthirty (30) days following the effectiveness of the Form S-4Agreement and Plan of Merger among C.H. Robinson, RXO, Rover Merger Sub and Viking Logistics, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex21.htm If C.H. Robinson fails to close, RXO can sue to force the deal or seek damages, including for the lost premium. [C83][C83] Merger agreement, remediesdamages based on lost premium or other economic entitlementAgreement and Plan of Merger among C.H. Robinson, RXO, Rover Merger Sub and Viking Logistics, Exhibit 2.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex21.htm

The market's verdict was sharp. C.H. Robinson fell 10.8% on October 5. [C35][C35] IEX closing pricesCHRW closed at $157.62 on October 2, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C36][C36] IEX closing pricesCHRW closed at $140.55 on October 5, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ Freight peers XPO and J.B. Hunt fell 1.6% and 1.9%. [C39][C39] IEX closing pricesXPO closed at $186.07 on October 2, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C40][C40] IEX closing pricesXPO closed at $183.03 on October 5, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C41][C41] IEX closing pricesJBHT closed at $234.16 on October 2, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C42][C42] IEX closing pricesJBHT closed at $229.66 on October 5, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ RXO closed at $28.65, below the $29.28 value of the standard offer at C.H. Robinson's new price. [C38][C38] IEX closing pricesRXO closed at $28.65 on October 5, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C2][C2] Form 8-K, Item 1.01(i) a combination of $17.25 in cash and 0.0856 of a validly issued, fully paid and non-assessable share of common stockC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C36][C36] IEX closing pricesCHRW closed at $140.55 on October 5, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ C.H. Robinson's own stock is now about 28% below its $196.33 close in February. [C36][C36] IEX closing pricesCHRW closed at $140.55 on October 5, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C66][C66] Form 10-K, Item 5On February 11, 2026, the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was $196.33 per share.C.H. Robinson annual report on Form 10-K for 2025, filed February 13, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/chrw-20251231.htm

The bull case is that C.H. Robinson's own adjusted operating margin rose 490 basis points under its cost program. [C69][C69] Investor presentation+490 bpsC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm The two companies share few customers, and RXO owes a fee if it walks while C.H. Robinson owes none. [C21][C21] Investor call scriptthere is limited customer overlap between our businessesC.H. Robinson analyst and investor call script, filed under Rule 425, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526414486/d164793d425.htm [C7][C7] Form 8-K, Item 1.01RXO will be required to pay the Company a termination fee of $175 millionC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm

The bear case is the price before savings, about 42 times RXO's expected earnings. Debt would top its note cap without the savings, buybacks stop, and the $604 million verdict hangs over it, with $155 million of insurance per occurrence. [C43][C43] Investor presentation, transaction overviewApproximately $5.3B implied equity value and $5.8B implied enterprise valueC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm [C44][C44] Investor presentation, RXO overviewRXO Overview $6.8B $1.0B $137M 18,000 150,000 (1) (1) (1)(2) 2026E Gross Revenue 2026E Gross Profit 2026E Adj. EBITDAC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm [C57][C57] Form 10-Q, Note 4a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C16][C16] Joint press releaseintends to pause share repurchases until it reaches its target leverage ratio after the transaction closesJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C58][C58] Form 10-Q, Note 9, litigationwe may be held jointly and severally liable for the entire $604 million of total monetary damages awardedC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C60][C60] Form 10-Q, Note 9, litigationwe maintain liability and excess insurance policies with $155 million of coverage per occurrence, subject to a $5 million deductibleC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm

Why we say no: to finish above $157.62, the stock must rise about 12% from its $140.55 close on October 5. Before savings, debt would run above the note cap, buybacks stop, and the jury verdict is unsettled. [C35][C35] IEX closing pricesCHRW closed at $157.62 on October 2, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C36][C36] IEX closing pricesCHRW closed at $140.55 on October 5, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C57][C57] Form 10-Q, Note 4a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00C.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C16][C16] Joint press releaseintends to pause share repurchases until it reaches its target leverage ratio after the transaction closesJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C58][C58] Form 10-Q, Note 9, litigationwe may be held jointly and severally liable for the entire $604 million of total monetary damages awardedC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm Against that, its stock has already fallen 10.8% since the news, a bigger loss of market value than the roughly $1.2 billion premium paid, our estimate. So some bad news is priced in. [C35][C35] IEX closing pricesCHRW closed at $157.62 on October 2, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C36][C36] IEX closing pricesCHRW closed at $140.55 on October 5, 2026 (IEX)IEX closing prices for CHRW, RXO, XPO and JBHT, October 2 and October 5, 2026Open source ↗https://iextrading.com/trading/market-data/ [C17][C17] Joint press releaseThe transaction represents a premium of 27% to RXO's 90-day volume-weighted average price and 29% to RXO's closing price on Friday, October 2, 2026.Joint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm [C43][C43] Investor presentation, transaction overviewApproximately $5.3B implied equity value and $5.8B implied enterprise valueC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm

We would be wrong if U.S. antitrust officials clear the deal quickly, new bonds sell on good terms with ratings intact, and the third-quarter results due later this month show margins holding. We would be more sure if RXO misses its $137 million estimate or the verdict becomes final. [C5][C5] Form 8-K, Item 1.01the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the"HSR Act"), and clearance under the antitrust laws of certain other jurisdictions specified in the Merger AgreementC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm [C68][C68] Investor call scriptour Q3 earnings conference call later this monthC.H. Robinson analyst and investor call script, filed under Rule 425, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526414486/d164793d425.htm [C44][C44] Investor presentation, RXO overviewRXO Overview $6.8B $1.0B $137M 18,000 150,000 (1) (1) (1)(2) 2026E Gross Revenue 2026E Gross Profit 2026E Adj. EBITDAC.H. Robinson investor presentation on the RXO deal, Exhibit 99.2 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex992.htm [C58][C58] Form 10-Q, Note 9, litigationwe may be held jointly and severally liable for the entire $604 million of total monetary damages awardedC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm

How hard the U.S. antitrust review will be, and which other countries must approve. [C5][C5] Form 8-K, Item 1.01the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the"HSR Act"), and clearance under the antitrust laws of certain other jurisdictions specified in the Merger AgreementC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm

The interest rate and mix of the new debt that will replace the bridge loan, and how much of RXO's own notes stay outstanding. [C10][C10] Form 8-K, Item 1.01a 364-day senior unsecured bridge term loan facility in the aggregate principal amount of up to $4.5 billionC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm

What changes to the credit line and note agreement the bridge is backing, and whether lenders will agree. [C50][C50] Form 8-K, Item 1.01to backstop certain amendments to the Company's existing revolving credit facility and note purchase agreementC.H. Robinson Form 8-K on its merger agreement with RXO, filed October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124d8k.htm

What the rating firms will say. The company expects to keep investment-grade ratings, but no rating firm comment is in the filings. [C84][C84] Joint press releaseC.H. Robinson expects to maintain its solid investment grade credit ratingsJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm

What the deal does to earnings per share under standard accounting, after amortization from the deal. [C48][C48] Joint press release, footnote 1Adjusted EPS excludes restructuring and/or loss from divestiture and excludes amortization of intangibles related to this acquisitionJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm

Whether the $604 million verdict becomes final, and how much C.H. Robinson would pay beyond its insurance. [C58][C58] Form 10-Q, Note 9, litigationwe may be held jointly and severally liable for the entire $604 million of total monetary damages awardedC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm [C60][C60] Form 10-Q, Note 9, litigationwe maintain liability and excess insurance policies with $155 million of coverage per occurrence, subject to a $5 million deductibleC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm

How much negligence lawsuit risk comes with RXO's broker business. [C61][C61] Form 10-Q, risk factorsrelated to the selection of motor carriers by freight brokers are not preempted by federal law in certain circumstancesC.H. Robinson quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed July 31, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000104327726000031/chrw-20260630.htm

How many RXO warrants C.H. Robinson takes on from the supporting holder, and at what price. [C67][C67] Voting and support agreement, assumption of the warrantsParent hereby covenants and agrees that it shall assume, effective as of the Closing Effective Time, all of the Company's liabilities and obligations under the WarrantsVoting and support agreement with MFN Partners, Exhibit 10.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex101.htm

How much C.H. Robinson will spend to win the $300 million of savings. [C13][C13] Joint press releaseC.H. Robinson expects to realize approximately $300 million of net run-rate cost synergies within two years post-closeJoint press release of C.H. Robinson and RXO, Exhibit 99.1 to Form 8-K, October 5, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1043277/000119312526413203/d115124dex991.htm