RXO, Inc. filed a Form 425 on October 29, 2026, containing a transcript of remarks made by CEO Drew Wilkerson at an all-employee town hall regarding the announced acquisition of RXO by C.H. Robinson Worldwide, Inc.

Key Highlights

  • Announced but not yet closed: According to the filing, the C.H. Robinson acquisition of RXO had been announced as of October 29, 2026, but had not yet been completed.
  • Merger Agreement dated October 4, 2026: The filing identifies the Agreement and Plan of Merger, by and among RXO, Inc., C.H. Robinson Worldwide, Inc., Rover Merger Sub Inc., and Viking Logistics LLC, as dated October 4, 2026.
  • Combined brokerage scale: Wilkerson described the combination as bringing together "the number three brokerage and the number one brokerage," according to the filing.
  • Managed transportation positioning: The filing states the combined company would be "the number one or number two provider" in managed transportation, depending on the measure used.
  • Form S-4 to be filed: The filing discloses that C.H. Robinson intends to file a registration statement on Form S-4, which will include a proxy statement/prospectus, in connection with the proposed transaction.
  • Employees instructed to maintain independent operations: The filing directs employees to "support a smooth transition by maintaining independent operations" and to "safeguard confidential and competitive business information" during the announcement-to-close period.

Drew Wilkerson Addresses RXO Employees on the Pending C.H. Robinson Deal

RXO, Inc. (NYSE:RXO) filed a Form 425 on October 29, 2026, disclosing a transcript of remarks delivered by Drew Wilkerson at an all-employee town hall that same day. The communication was filed 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. listed as the subject company under Commission File No. 001-41514.

In his remarks, Wilkerson characterized the pending combination as a deal that would create "the best solution that's ever existed in the transportation world," citing C.H. Robinson's freight forwarding presence and the complementary customer bases of the two brokerages. He noted that the combined entity would offer capabilities spanning brokerage, last mile, expedite, freight forwarding, and managed transportation. Wilkerson described the deal as "a home run deal for customers" but cautioned that execution remains critical, stating: "There still has to be execution off of this." The filing also contains a slide summarizing the rationale for the combination, emphasizing broader expertise, end-to-end solutions, and greater value for customers.

Wilkerson instructed employees to remain focused on service, solutions, technology, and relationships while the company operates as a standalone entity during the period between announcement and close. The filing notes that written responses to employee questions about the acquisition would be provided separately, as management chose to limit Q&A on the transaction during the town hall itself. The forward-looking statements section of the filing identifies numerous risks to completion, including required regulatory and stockholder approvals, potential failure to obtain anticipated debt financing, and risks related to integration of the two companies.

What Was Disclosed

RXO filed a transcript of internal CEO remarks about the pending C.H. Robinson acquisition, made at an all-employee town hall on October 29, 2026. The filing identifies the Merger Agreement as dated October 4, 2026, and notes that a Form S-4 registration statement is forthcoming from C.H. Robinson.