C.H. Robinson Worldwide, Inc. filed a Form 425 on October 28, 2026, containing its third-quarter 2026 earnings release for the period ended September 30, 2026, filed in connection with its pending acquisition of RXO, Inc.

Key Highlights

  • Total revenues increased 29.5% to $5.4 billion in Q3 2026 compared to Q3 2025, according to the filing.
  • Income from operations rose 23.1% to $271.8 million, with adjusted income from operations up 26.1% to $290.8 million.
  • Diluted EPS increased 24.6% to $1.67; adjusted diluted EPS increased 28.6% to $1.80.
  • NAST truckload adjusted gross profit per shipment increased 17.0% year-over-year, marking the 14th consecutive quarter of volume outgrowth versus the Cass Freight Shipment Index.
  • Cash generated by operations decreased by $151.3 million to $124.1 million, attributed to unfavorable working capital changes driven by higher transportation rates.
  • Cash returned to shareholders increased 52.5% to $289.1 million.
  • Average employee headcount declined 10.4% in Q3 2026 versus Q3 2025.

C.H. Robinson Third Quarter 2026 Financial Results and RXO Integration Context

According to the filing, C.H. Robinson Worldwide, Inc. (NASDAQ:CHRW) reported third-quarter 2026 results showing broad revenue and earnings growth versus the prior-year period. Total revenues rose 29.5% to $5.4 billion, driven primarily by higher pricing across truckload, ocean, less than truckload, and air services, as well as higher truckload volume. Gross profits increased 15.0% to $795.6 million, while adjusted gross profits increased 14.5% to $808.4 million.

The filing disclosed that operating expenses increased 10.6% to $536.6 million. Personnel expenses rose 3.1% to $360.3 million, attributed primarily to higher incentive compensation, partially offset by productivity improvements and lower restructuring charges. Other SG&A expenses increased 29.7% to $176.3 million, which the filing attributed in part to higher claims expenses and an impairment charge on the company's Kansas City regional center lease following execution of a sublease agreement. The effective tax rate for the quarter was 20.6%, flat compared to Q3 2025. Net income totaled $198.5 million, up 21.8% year-over-year. Interest and other expense, net, totaled $21.7 million, consisting primarily of $20.4 million of interest expense.

The filing was made 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, with RXO, Inc. (Commission File No. 001-41514) named as the subject company. President and CEO Dave Bozeman stated in the release that "the same Lean operating model and AI technology" used in transforming NAST and Global Forwarding businesses "are what will enable us to successfully integrate and transform the RXO business." For the nine months ended September 30, 2026, net income totaled $532.5 million, up 18.1% from the prior-year period, with diluted EPS of $4.45, a 19.9% increase.

What Was Disclosed

C.H. Robinson filed a Form 425 on October 28, 2026, disclosing Q3 2026 financial results for the period ended September 30, 2026, including revenue, earnings, operating expenses, and cash flow figures, in connection with its pending transaction involving RXO, Inc.