C. H. Robinson Worldwide, Inc. filed a Form 8-K on October 28, 2026, disclosing a Fifth Amendment to its Credit Agreement and furnishing financial results for the quarter ended September 30, 2026.

Key Highlights

  • Credit Agreement Amendment: C.H. Robinson Worldwide, Inc. entered into a Fifth Amendment to its Credit Agreement, originally dated October 29, 2012, on October 22, 2026.
  • RXO Acquisition Permitted: The Amendment designates the planned acquisition of RXO, Inc. as a "Permitted Acquisition" and a "Material Acquisition" under the Credit Agreement.
  • Net Leverage Covenant: The maximum Net Leverage Ratio remains 3.75 to 1.00, with the Amendment eliminating the cap on cash netting in that calculation.
  • Leverage Holiday: According to the filing, a Leverage Holiday will be deemed elected upon completion of the RXO Acquisition and will count as one of the two permitted Leverage Holidays.
  • EBITDA Calculation Revised: The Amendment revises the pro forma calculation of Consolidated EBITDA for Material Acquisitions, including the RXO Acquisition, so that it is based on the historical financial statements of the acquired business.
  • Quarterly Results Furnished: The company furnished a press release and earnings conference call slides covering its financial results for the quarter ended September 30, 2026.

C.H. Robinson Modifies Credit Terms Ahead of RXO Acquisition Closing

C. H. Robinson Worldwide, Inc. (NASDAQ:CHRW), a global freight brokerage and logistics provider headquartered in Eden Prairie, Minnesota, disclosed on October 28, 2026 that it had amended its long-standing credit facility to accommodate its previously announced acquisition of RXO, Inc. The amendment was executed on October 22, 2026, and involves the company, guarantors, the Required Lenders, and U.S. Bank National Association as administrative agent. The Agreement and Plan of Merger for the RXO Acquisition was originally dated October 4, 2026, according to the filing.

The Fifth Amendment makes several changes to the existing Credit Agreement. It explicitly permits the RXO Acquisition and the related financing transactions, classifying the deal as both a "Permitted Acquisition" and a "Material Acquisition." The filing states that the pro forma Consolidated EBITDA calculation for Material Acquisitions will now be based on the historical financial statements of the acquired business rather than prior methodology. The net leverage covenant retains its maximum Net Leverage Ratio of 3.75 to 1.00, but the Amendment removes the cap on cash netting within that calculation, according to the filing.

Additionally, the filing notes that a Leverage Holiday will be automatically deemed elected once the RXO Acquisition is completed, and that this will count as one of the company's two permitted Leverage Holidays under the Credit Agreement. The full text of the Amendment is filed as Exhibit 10.1 to the Form 8-K. The filing also notes that the description of the Amendment "is a summary and is qualified in its entirety by reference to the full text of the Amendment." Separately, the company furnished its third-quarter 2026 financial results press release and earnings conference call slides as Exhibits 99.1 and 99.2, respectively. The Form 8-K was signed by Dorothy G. Capers, Chief Legal Officer and Secretary of C.H. Robinson Worldwide, Inc.

What Was Disclosed

C. H. Robinson Worldwide, Inc. disclosed a Fifth Amendment to its Credit Agreement permitting the RXO, Inc. acquisition, adjusting EBITDA calculations, and revising net leverage covenant terms. The company also furnished its quarterly financial results for the period ended September 30, 2026.