C.H. Robinson Worldwide, Inc. filed a Form 425 on October 28, 2026, presenting its third-quarter 2026 earnings results and disclosures related to its proposed acquisition of RXO, Inc. (Commission File No. 001-41514).

Key Highlights

  • Total revenues of $5.4 billion were reported for Q3 2026, up 29.5% year-over-year, according to the filing.
  • Adjusted gross profits reached $808 million for Q3 2026, a 14.5% year-over-year increase, the filing disclosed.
  • Adjusted income from operations was $291 million, up 26.1% year-over-year, representing a non-GAAP financial measure as noted in the filing.
  • Adjusted net income per share of $1.80 was reported, a 28.6% year-over-year increase, with GAAP net income per share of $1.67, up 24.6% year-over-year.
  • NAST total adjusted gross profits were $517.9 million in Q3 2026, compared to $444.1 million in Q3 2025, a 16.6% increase.
  • NAST volume outpaced the Cass Freight Shipment Index for the 14th consecutive quarter, the filing stated.
  • Truckload cost per mile rose 33.5% year-over-year, while truckload adjusted gross profit per shipment increased 17.0% year-over-year.

C.H. Robinson Q3 2026 Results: Segment Performance and RXO Acquisition Context

According to the filing, C.H. Robinson's North American Surface Transportation (NAST) segment posted adjusted gross profits of $517.9 million in Q3 2026, versus $444.1 million in Q3 2025. Truckload adjusted gross profits were $322.8 million, up 20.7% year-over-year, while LTL adjusted gross profits were $169.5 million, up 8.0% year-over-year. The filing noted that truckload volume increased 3.5% year-over-year and that LTL adjusted gross profit per order increased 4.0% year-over-year. The truckload contractual and transactional volume mix was reported as 70%/30% in Q3 2026, consistent with Q3 of the prior year.

The filing reported that Global Forwarding adjusted gross profits increased 15.4% year-over-year, with ocean adjusted gross profit per shipment up 20.5% year-over-year and air adjusted gross profit per metric ton up 28.5% year-over-year. Both NAST and Global Forwarding achieved what the filing described as "mid-cycle operating margin targets," with adjusted operating margin excluding specified items reaching 40.3% in NAST and 36.6% in Global Forwarding. The company also disclosed that productivity, measured by adjusted gross profits per employee, improved more than 15% year-over-year in both segments in Q3, and more than 65% since the end of 2022.

The Form 425 was filed by C.H. Robinson in connection with its proposed acquisition of RXO, Inc. (NYSE:RXO), subject company under Commission File No. 001-41514. The filing noted forward-looking statements concerning the anticipated timing, completion, regulatory approvals, stockholder approval, financing, and integration of RXO, and cautioned that these statements are "subject to certain risks and uncertainties that could cause actual results to differ materially." No closing date for the transaction was specified in the filing.

What Was Disclosed

C.H. Robinson filed a Form 425 presenting Q3 2026 earnings data and disclosures related to its pending acquisition of RXO, Inc. Key figures included total revenues of $5.4 billion, adjusted gross profits of $808 million, and adjusted income from operations of $291 million, all year-over-year increases.