Form 8-K

8-K — C. H. ROBINSON WORLDWIDE, INC.

Accession: 0001043277-26-000039

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001043277

SIC: 4731 (ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — chrw-20261028.htm (Primary)

EX-10.1 (exhibit101-fifthamendmentx.htm)

EX-99.1 (ex991earningsreleaseq30930.htm)

EX-99.2 (q32026earningsdeck.htm)

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8-K

8-K (Primary)

Filename: chrw-20261028.htm · Sequence: 1

chrw-20261028

0001043277false00010432772026-10-282026-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: October 28, 2026

(Date of earliest event reported)

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-23189

Delaware 41-1883630

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

14701 Charlson Road

Eden Prairie, Minnesota 55347

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 952-937-8500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.10 par value CHRW Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 22, 2026, C.H. Robinson Worldwide, Inc. (the "Company") entered into a Fifth Amendment (the "Amendment") to its Credit Agreement, dated as of October 29, 2012 (as previously amended, the "Credit Agreement"). The parties to the Amendment are the Company, the guarantors party thereto, the lenders party thereto constituting the Required Lenders, and U.S. Bank National Association, as administrative agent.

The Amendment, among other things, permits the Company's previously announced acquisition of RXO, Inc. ("RXO") under the Agreement and Plan of Merger, dated as of October 4, 2026 (the "RXO Acquisition"), and the related financing transactions. It also provides that the RXO Acquisition will be a "Permitted Acquisition" and a "Material Acquisition" under the Credit Agreement, amends 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, and revises the net leverage covenant (which remains a maximum Net Leverage Ratio of 3.75 to 1.00) to eliminate the cap on cash netting. It also provides that a Leverage Holiday will be deemed elected upon completion of the RXO Acquisition and will count as one of the two permitted Leverage Holidays.

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

The following information is being "furnished" in accordance with the General Instruction B.2 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the text of the Company's announcement regarding its financial results for the quarter ended September 30, 2026 and its earnings conference call slides.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number Description

10.1*

Fifth Amendment, dated as of October 22, 2026, among C.H. Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as Administrative Agent, to the Credit Agreement, dated as of October 29, 2012, among C.H. Robinson Worldwide, Inc., the lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent, as previously amended.

99.1

Press Release dated October 28, 2026 of C.H. Robinson Worldwide, Inc.

99.2

Earnings conference call slides dated October 28, 2026

104 The cover page from the Current Report on Form 8-K formatted in Inline XBRL

* Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

C.H. ROBINSON WORLDWIDE, INC.

By: /s/ Dorothy G. Capers

Dorothy G. Capers

Chief Legal Officer and Secretary

Date: October 28, 2026

EX-10.1

Filename: exhibit101-fifthamendmentx.htm · Sequence: 2

Exhibit 10.1 - Fifth Amendment - C.H. Robinson Revolving Credit Agreement

Exhibit 10.1

FIFTH AMENDMENT

THIS FIFTH AMENDMENT (this “Amendment”) is made as of October 22, 2026 (the

“Amendment Effective Date”) by and among C.H. Robinson Worldwide, Inc. (the “Borrower”),

the Guarantors, the lenders listed on the signature pages hereto (collectively constituting the

Required Lenders) (the “Required Lenders”), and U.S. Bank National Association, as

administrative agent (in such capacity, the “Administrative Agent”), under that certain Credit

Agreement, dated as of October 29, 2012 (as amended, supplemented or otherwise modified from

time to time prior to the date hereof (the “Existing Credit Agreement”) and the Existing Credit

Agreement, as further amended by this Amendment, the “Credit Agreement”), by and among the

Borrower, the Lenders, U.S. Bank National Association as LC Issuer, the Swing Line Lender and the

Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have

the respective meanings set forth in the Credit Agreement.

WHEREAS, the Borrower and the Guarantors have requested that the Required Lenders

and the Administrative Agent agree to make certain modifications to the Credit Agreement; and

WHEREAS, the Borrower, the Guarantors, the Required Lenders and the Administrative

Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and

conditions contained herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the Borrower, the Guarantors, the Required Lenders, and the

Administrative Agent hereby agree as follows.

ARTICLE I – AMENDMENTS

1.1.Amendments to Credit Agreement. Effective as of the Amendment Effective Date but

subject to the satisfaction of the conditions precedent set forth in Article III below, the Existing Credit

Agreement is hereby amended as follows:

(1)The definition of “Consolidated EBITDA” set forth in Article I of the Existing Credit

Agreement is hereby amended by replacing the last sentence thereof in its entirety with the

following:

“For the purposes of calculating Consolidated EBITDA for any period of four (4)

consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time during such Reference

Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated

EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated

EBITDA (if positive) attributable to the property that is the subject of such Material Disposition

for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if

negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period

the Borrower or any Subsidiary shall have made a Material Acquisition (including the RXO

Acquisition), Consolidated EBITDA for such Reference Period shall be calculated after giving pro

forma effect thereto on the basis of the historical financial statements of the Person or business so

acquired (which, in the case of a Person that files periodic reports with the Securities and

Exchange Commission, shall be the financial statements so filed) as if such Material Acquisition

occurred on the first day of such Reference Period.”

(2)The definition of “Leverage Holiday” set forth in Article I of the Existing Credit

Agreement is hereby amended and restated in its entirety to read as follows:

““Leverage Holiday” means, in connection with any Permitted Acquisition, an election by the

Borrower, made by written notice to the Administrative Agent delivered at any time on or prior to

the date on which the Compliance Certificate for the fiscal quarter in which such Permitted

Acquisition is consummated is delivered or required to be delivered pursuant to Section 6.1(c), to

increase the maximum Net Leverage Ratio permitted under Section 6.15(b) to 4.25 to 1.00 for the

period set forth therein; provided, that (x) no more than two Leverage Holidays shall be given

effect during the term of this Agreement, (y) no Default or Event of Default shall be in existence

immediately before or after the consummation of the applicable Permitted Acquisition and (z) such

election shall be given effect as of the consummation of the applicable Permitted Acquisition.”

(3)The definition of “Net Leverage Ratio” set forth in Article I of the Existing Credit

Agreement is hereby amended and restated in its entirety to read as follows:

““Net Leverage Ratio” means, as of any date of calculation, the ratio of (i) (x) Consolidated

Funded Indebtedness outstanding on such date minus (y) that portion of the Company’s and its

Subsidiaries’ unrestricted and unencumbered cash and Cash Equivalent Investments on such date

(as such amount appears on the Company’s balance sheet) that exceeds $25,000,000; provided,

that this clause (i) shall at no time be less than $0, to (ii) Consolidated EBITDA for the Company’s

then most-recently ended four (4) fiscal quarters.”

(4)Each of the definitions of “Maximum Increased Leverage Ratio”, “Senior Note Purchase

Agreement Leverage Increase Date” and “Senior Note Purchase Agreement Leverage

Ratio Amendment” set forth in Article I of the Existing Credit Agreement shall be deleted

in its entirety.

(5)Article I of the Existing Credit Agreement is hereby amended by inserting the following

new definitions in the appropriate alphabetical order:

“RXO Acquisition” means the acquisition by the Borrower, directly or indirectly through one or more

wholly-owned Subsidiaries, of all of the issued and outstanding equity interests of the RXO Target

pursuant to the RXO Merger Agreement.

“RXO Closing Date” means the date on which the RXO Acquisition is consummated.

“RXO Merger Agreement” means the Agreement and Plan of Merger, dated as of October 4, 2026, by

and among the Borrower, Viking Logistics LLC, Rover Merger Sub Inc. and the RXO Target, together

with the exhibits, schedules and disclosure letters thereto, as in effect on October 22, 2026 and as the

same may be amended, supplemented or otherwise modified from time to time in a manner not materially

adverse to the interests of the Lenders.

“RXO Target” means RXO, Inc., a Delaware corporation.

“RXO Transactions” means, collectively, (a) the RXO Acquisition, (b) the incurrence by the Borrower of

Indebtedness (i) in an aggregate principal amount of up to $3.5 billion under one or more issuances of

senior unsecured notes and/or one or more senior unsecured term loan facilities, in each case to finance,

in whole or in part, the RXO Acquisition and the other RXO Transactions, and/or (ii) in an aggregate

principal amount of up to $4.5 billion under the senior unsecured 364-day bridge loan facility provided

for in the commitment letter, dated as of October 4, 2026, between Morgan Stanley Senior Funding, Inc.

and the Borrower; provided, that the aggregate principal amount of Indebtedness incurred under clauses

(b)(i) and (ii) shall not exceed $4.5 billion, (c) the amendment of the Senior Note Purchase Agreement to

permit the RXO Transactions or the repayment, prepayment, redemption, defeasance or discharge of the

notes issued thereunder, (d) to the extent in connection with the other RXO Transactions, the repayment,

prepayment, redemption, repurchase, defeasance or discharge of Indebtedness of the RXO Target and its

Subsidiaries, including any tender offer, exchange offer, consent solicitation, change of control offer,

redemption, satisfaction and discharge or defeasance with respect to the senior notes of the RXO Target

and any issuance of notes by the Borrower or any Subsidiary in exchange therefor, (e) any borrowing of

Loans hereunder to finance, in part, the RXO Acquisition and the other RXO Transactions, and (f) the

payment of fees, commissions and expenses in connection with the foregoing.”

(6)Clause (b) of Section 6.15 of the Existing Credit Agreement is hereby amended and

restated in its entirety to read as follows:

“(b) The Borrower will not permit the Net Leverage Ratio, determined as of the end of each of its

fiscal quarters, to be greater than 3.75 to 1.00; provided that, if a Leverage Holiday has been elected

and given effect in connection with a Permitted Acquisition, the Borrower will not permit the Net

Leverage Ratio, determined as of the end of the fiscal quarter in which such Permitted Acquisition is

consummated and as of the end of each of the three consecutive fiscal quarters immediately following

such fiscal quarter, to be greater than 4.25 to 1.00.”

(7)Clause (c) of Section 6.15 of the Existing Credit Agreement shall be deleted in its entirety.

(8)Article VI of the Existing Credit Agreement is hereby amended by adding the following

new Section 6.18 at the end thereof:

“6.18. RXO Transactions. Notwithstanding anything to the contrary contained in this Agreement or any

other Loan Document:

(a) the RXO Acquisition shall constitute a “Permitted Acquisition” and a “Material Acquisition” for all

purposes of this Agreement and the other Loan Documents and each of the RXO Transactions is hereby

permitted under Section 6.12 of this Agreement; and

(b) a Leverage Holiday shall be deemed to have been elected by the Borrower in connection with the

RXO Acquisition and given effect as of the RXO Closing Date, without any notice or other action on the

part of the Borrower, and accordingly the Borrower will not permit the Net Leverage Ratio, determined as

of the end of the fiscal quarter in which the RXO Closing Date occurs and as of the end of each of the

three consecutive fiscal quarters immediately following such fiscal quarter, to be greater than 4.25 to 1.00

(and, upon the occurrence of the RXO Closing Date, such Leverage Holiday shall constitute one of the

two Leverage Holidays permitted under clause (x) of the definition thereof).”

1.2.Amendment Generally. This Amendment shall constitute a Loan Document.

ARTICLE II - REPRESENTATIONS AND WARRANTIES

The Borrower and each of the Guarantors hereby represent and warrant as follows:

2.1.This Amendment and the Credit Agreement (in the case of the Borrower) and

Guaranty (in the case of the Guarantors) constitute legal, valid and binding obligations of the Borrower

and each of the Guarantors and are enforceable against the Borrower and each of the Guarantors in

accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or

similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

2.2.As of the date hereof and after giving effect to the terms of this Amendment, (i) no

Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of

the Borrower set forth in Article V of the Credit Agreement and each of the Guarantors set forth in the

Guaranty are true and correct in all material respects, except to the extent any such representation or

warranty is stated to relate solely to an earlier date, in which case such representation or warranty was

true and correct in all material respects on and as of such earlier date.

ARTICLE III - CONDITIONS PRECEDENT

This Amendment shall become effective on the Amendment Effective Date, provided,

however, that the effectiveness of this Amendment is subject to the satisfaction of each of the

following conditions precedent:

3.1.The Administrative Agent shall have received counterparts of this Amendment duly

executed by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders.

3.2.The Administrative Agent shall have received a certificate, signed by an Authorized

Officer on behalf of the Borrower, stating that as of the date hereof and after giving effect to the terms

of this Amendment, (A) no Default or Event of Default has occurred and is continuing and (B) the

representations and warranties of the Borrower set forth in Article V of the Credit Agreement are true

and correct in all material respects, except to the extent any such representation or warranty is stated

to relate solely to an earlier date, in which case such representation or warranty was true and correct in

all material respects on and as of such earlier date.

ARTICLE IV - GENERAL

4.1Reaffirmation. Each Guarantor hereby ratifies and reaffirms all of its payment and

performance obligations, contingent or otherwise, under the Guaranty and each other Loan

Document executed by such Guarantor.

4.2Expenses. The Borrower agrees to reimburse the Administrative Agent upon

demand for all reasonable out-of-pocket expenses paid or incurred by the Administrative Agent,

including, without limitation, reasonable fees, charges and disbursements of outside counsel to the

Administrative Agent, incurred in connection with preparation, negotiation and execution of this

Amendment and any other document required to be furnished herewith.

4.3Counterparts. This Amendment may be executed in counterparts (and by different

parties hereto in different counterparts), each of which shall constitute an original, but all of which

when taken together shall constitute a single contract. Delivery of an executed counterpart of a

signature page of this Amendment by telecopy or electronically shall be effective as delivery of a

manually executed counterpart of this Amendment. The electronic signature provisions of Section

14.2 of the Credit Agreement are hereby incorporated by reference and apply hereto.

4.4Severability. Any provision in this Amendment that is held to be inoperative,

unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,

unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the

operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the

provisions of this Amendment are declared to be severable.

4.5Governing Law. This Amendment shall be construed in accordance with the

internal laws (without regard to the conflict of law provisions) of the State of New York, but

giving effect to federal laws applicable to national banks.

4.6Successors; Enforceability. The terms and provisions of this Amendment shall be

binding upon the Borrower, the Guarantors, the Administrative Agent and the Required Lenders

and their respective successors and assigns, and shall inure to the benefit of the Borrower, the

Guarantors, the Administrative Agent and the Required Lenders and their respective successors

and assigns.

4.7Reference to and Effect on the Credit Agreement.

a.Upon the effectiveness of this Amendment, on and after the date hereof, each

reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of

like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.

b.Except as specifically amended above, the Credit Agreement and all other

documents, instruments and agreements executed and/or delivered in connection therewith (including,

without limitation, all of the Loan Documents) shall remain in full force and effect and are hereby

ratified and confirmed.

c.The execution, delivery and effectiveness of this Amendment shall not operate

as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a

waiver of any provision of the Credit Agreement or any other documents, instruments and agreements

executed and/or delivered in connection therewith.

4.8 Headings. Section headings in this Amendment are for convenience of reference

only, and shall not govern the interpretation of any of the provisions of this Amendment.

(signature pages follow)

[Signature Page to C.H. Robinson Fifth Amendment]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by

their respective officers thereunto duly authorized as of the date first written above.

C.H. ROBINSON WORLDWIDE, INC., as the

Borrower

By: /s/ Brent Schoenrock__________

Name: Brent Schoenrock

Title: Treasurer

C.H. ROBINSON COMPANY, LLC, as a

Guarantor

By: /s/ Brent Schoenrock__________

Name: Brent Schoenrock

Title: Treasurer

C.H. ROBINSON COMPANY, INC., as a

Guarantor

By: /s/ Brent Schoenrock__________

Name: Brent Schoenrock

Title: Treasurer

[Signature Page to C.H. Robinson Fifth Amendment]

U.S. BANK NATIONAL ASSOCIATION,

as Administrative Agent and a Lender

By: /s/ Jerrod Clements__________________

Name: Jerrod Clements

Title: Senior Vice President

[Signature Page to C.H. Robinson Fifth Amendment]

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as a Lender

By: /s/ Mana Kanatsu__________________

Name: Mana Kanatsu

Title: Vice President

[Signature Page to C.H. Robinson Fifth Amendment]

BMO BANK N.A., as a Lender

By: /s/ Scott Ackerman_______________

Name: Scott Ackerman

Title: Managing Director

[Signature Page to C.H. Robinson Fifth Amendment]

JPMorgan Chase Bank, N.A., as a Lender

By: /s/ Marlon Mathews_______________

Name: Marlon Mathews

Title: Executive Director

[Signature Page to C.H. Robinson Fifth Amendment]

Bank of America, N.A., as a Lender

By: /s/ Laura L. Olson_______________

Name: Laura L. Olson

Title: Senior Vice President

[Signature Page to C.H. Robinson Fifth Amendment]

MORGAN STANLEY BANK, N.A., as a

Lender

By: /s/ Margaret Stock_______________

Name: Margaret Stock

Title: Authorized Signatory

[Signature Page to C.H. Robinson Fifth Amendment]

HSBC Bank USA, N.A., as a Lender

By: /s/ Fik Durmus__________________

Name: Fik Durmus

Title: Managing Director

[Signature Page to C.H. Robinson Fifth Amendment]

PNC BANK, NATIONAL ASSOCIATION, as a

Lender

By: /s/ Nish Chakilam________________

Name: Nish Chakilam

Title: Assistant Vice President

[Signature Page to C.H. Robinson Fifth Amendment]

BPS Paribas, as a Lender

By: /s/ Benjamin Binetter______________

Name: Benjamin Binetter

Title: Managing Director

By: /s/ Nicolas Doche ______________

Name: Nicolas Doche

Title: Director

EX-99.1

Filename: ex991earningsreleaseq30930.htm · Sequence: 3

Document

C.H. Robinson

14701 Charlson Rd.

Eden Prairie, MN 55347

www.chrobinson.com

FOR IMMEDIATE RELEASE

FOR INQUIRIES, CONTACT:

Chuck Ives, Senior Director of Investor Relations

Email: chuck.ives@chrobinson.com

C.H. Robinson Reports 2026 Third Quarter Results

Eden Prairie, MN, October 28, 2026 - C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) today reported financial results for the quarter ended September 30, 2026.

Third Quarter Highlights:

•Company has continued to deliver secular earnings growth driven by consistent market share gains, disciplined revenue management and evergreen productivity improvements fueled by its Lean AI strategy

•North American Surface Transportation ("NAST") volume increased approximately 3.5% year-over-year compared to a 0.3% decline in the Cass Freight Shipment Index, reflecting the 14th consecutive quarter of market outgrowth

•NAST truckload adjusted gross profit ("AGP") per shipment(1) increased 17.0% year-over-year, despite a significant increase in truckload spot market costs, due to disciplined revenue management

•NAST and Global Forwarding both achieved their mid-cycle operating margin targets

•Income from operations increased 23.1% to $271.8 million

•Adjusted income from operations(1) increased 26.1% to $290.8 million

•Diluted earnings per share ("EPS") increased 24.6% to $1.67

•Adjusted diluted EPS(1) increased 28.6% to $1.80

•Cash generated by operations decreased by $151.3 million to $124.1 million due to unfavorable changes in working capital driven by higher transportation rates

•Cash returned to shareholders increased 52.5% to $289.1 million

(1) Adjusted gross profit, adjusted income from operations, and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 14 for further discussion and GAAP to Non-GAAP Reconciliations.

"I want to thank our people for continuing to provide exceptional service to our customers and carriers, embracing the Robinson operating model and executing with discipline, resulting in another quarter of double-digit year-over-year earnings growth," said President and Chief Executive Officer, Dave Bozeman. "Our ability to consistently deliver secular earnings growth over the last three years is a result of the

disciplined execution of our Lean AI strategy. Lean AI is our unique approach that combines the principles of our Robinson operating model – rooted in Lean methodology – with the power of custom-built AI, and the expertise of our people, to maximize value, minimize waste, and drive better outcomes for customers and carriers."

"The third quarter of 2026 was the 14th consecutive quarter in which the NAST team delivered year-over-year volume growth that outpaced the Cass Freight Shipment Index. They also continued to deploy our disciplined revenue management practices while the North American trucking market continued to reflect a period of significant supply-driven tightening. By successfully repricing a large portion of our contractual truckload portfolio and by capturing spot volumes at higher margins, the team achieved a 17% year-over-year increase in truckload AGP per load."

"In NAST and Global Forwarding, the team continues to turn manual processes into agentic workflows that are increasingly automated, more connected, and easier to manage at scale. As a result, both businesses delivered a higher level of year-over-year productivity improvements than they achieved in the first half of 2026, and both businesses achieved their mid-cycle operating margin targets again."

"The same Lean operating model and AI technology that have been vitally important in the transformations of our NAST and Global Forwarding businesses are what will enable us to successfully integrate and transform the RXO business. These disciplines don’t disappear as we integrate a strong team and book of business with additional capabilities. Rather, we believe these disciplines are what will enable us to deliver different results than this industry’s past acquisitions," said Bozeman.

"When I joined this company a little over three years ago, I told the C.H. Robinson employees that we needed to provide such exceptional service and value to our customers and carriers that they would view us as THE trusted partner that they choose to do business with. We’ve made significant strides in delivering on that mantra, and we believe the addition of RXO will only magnify our value proposition."

"The strength of our strategies, our technology, our people and our operating model disciplines are differentiating and sustainable. We will continue to lead with purpose and move with urgency to disrupt ourselves and the industry, and to deliver customer success through our unmatched expertise, our unrivaled scale and our tailored solutions. And we expect to drive sustainable outperformance, profitable growth and long‑term value for all our stakeholders," said Bozeman.

Summary of Third Quarter of 2026 Results Compared to the Third Quarter of 2025

•Total revenues increased 29.5% to $5.4 billion, primarily driven by higher pricing in our truckload, ocean, less than truckload ("LTL") and air services and higher volume in our truckload services.

•Gross profits increased 15.0% to $795.6 million. Adjusted gross profits(1) increased 14.5% to $808.4 million, primarily driven by higher adjusted gross profit per transaction in our truckload, ocean, air and LTL services and higher volume in our truckload and LTL services.

•Operating expenses increased 10.6% to $536.6 million. Personnel expenses increased 3.1% to $360.3 million, primarily due to higher incentive compensation reflecting our strong operating performance. This was partially offset by cost optimization efforts, productivity improvements and lower restructuring charges. Average employee headcount declined 10.4%. Other selling, general and administrative (“SG&A”) expenses increased 29.7% to $176.3 million, primarily due to higher claims expenses and an impairment charge on our Kansas City regional center lease driven by the execution of a sublease agreement for the remaining portion of the facility.

•Income from operations totaled $271.8 million, up 23.1% due to the increase in adjusted gross profit, partially offset by the increase in operating expenses. Adjusted operating margin(1) of 33.6% increased 230 basis points.

•Interest and other income/expense, net totaled $21.7 million of expense, consisting primarily of $20.4 million of interest expense, which increased $4.7 million versus last year due to a higher average debt balance, partially offset by lower variable interest rates. The third quarter of 2026 results also include a $2.1 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

•The effective tax rate in the quarter was 20.6%, which was flat compared to the third quarter of 2025.

•Net income totaled $198.5 million, up 21.8% from a year ago. Diluted EPS of $1.67 increased 24.6%. Adjusted diluted EPS(1) of $1.80 increased 28.6%.

(1) Adjusted gross profits, adjusted operating margin and adjusted diluted EPS are non-GAAP financial measures. The same factors described in this release that impacted these non-GAAP measures also impacted the comparable GAAP measures. Refer to pages 11 through 14 for further discussion and GAAP to Non-GAAP Reconciliations.

Summary of 2026 Year-to-Date Results Compared to 2025

•Total revenues increased 16.1% to $14.3 billion, primarily driven by higher pricing in our truckload, ocean, LTL and air services and higher volume in our LTL services.

•Gross profits increased 6.9% to $2.2 billion. Adjusted gross profits(1) increased 6.5% to $2.2 billion, primarily driven by higher adjusted gross profit per transaction in our truckload, LTL and air services and higher volume in our LTL services.

•Operating expenses increased 3.1% to $1.5 billion. Personnel expenses increased 1.8% to $1.1 billion, primarily due to higher incentive compensation reflecting our strong operating performance and higher restructuring charges. This was partially offset by cost optimization efforts and productivity improvements. Average employee headcount declined 11.4%. Other SG&A expenses increased 6.2% to $452.2 million primarily due to higher claims expense and an impairment charge on our Kansas City regional center lease driven by the execution of a sublease agreement for the remaining portion of the facility.

•Income from operations totaled $703.2 million, up 14.6% from last year due to the increase in adjusted gross profit, partially offset by the increase in operating expenses. Adjusted operating margin(1) of 31.9% increased 230 basis points.

•Interest and other income/expense, net totaled $48.6 million of expense, primarily consisting of $51.3 million of interest expense, which increased $1.9 million versus last year due to a higher average debt balance, partially offset by lower variable interest rates. The year-to-date results also include $3.2 million of interest income and a $1.8 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

•The effective tax rate for the nine months ended September 30, 2026 was 18.7% compared to 18.9% in the year-ago period.

•Net income totaled $532.5 million, up 18.1% from a year ago. Diluted EPS of $4.45 increased 19.9%. Adjusted diluted EPS(1) of $4.75 increased 23.1%.

North American Surface Transportation (“NAST”) Results

Summarized financial results of our NAST segment are as follows (dollars in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 % change 2026 2025 % change

Total revenues $ 3,829,223 $ 2,965,694 29.1 % $ 10,369,815 $ 8,752,341 18.5 %

Adjusted gross profits(1)

517,855 444,139 16.6 % 1,418,321 1,294,711 9.5 %

Income from operations 203,903 172,878 17.9 % 538,878 480,540 12.1 %

____________________________________________

(1) Adjusted gross profits and adjusted operating margin - excluding specified items are non-GAAP financial measures explained later in this release. The difference between adjusted gross profits and gross profits is not material.

Third quarter total revenues for the NAST segment totaled $3.8 billion, an increase of 29.1% over the prior year, primarily driven by higher pricing and volume in our truckload and LTL services. NAST adjusted gross profits increased 16.6% in the quarter to $517.9 million. Adjusted gross profits in truckload increased 20.7% due to a 17.0% increase in adjusted gross profit per shipment and a 3.5% increase in volume. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 31.5% in the quarter compared to the prior year, while truckload linehaul cost per mile, excluding fuel surcharges, increased 33.5%, resulting in a 21.5% increase in truckload adjusted gross profit per mile. LTL adjusted gross profits increased 8.0% versus the year-ago period, driven by a 4.0% increase in adjusted gross profit per order and a 3.5% increase in LTL volume. Total NAST truckload and LTL volume increased 3.5% versus the year-ago period and outpaced the market indices for the 14th consecutive quarter. Operating expenses increased 15.7%, primarily due to higher claims expenses and higher incentive compensation reflecting our strong operating performance, partially offset by cost optimization efforts and productivity improvements. Third quarter average employee headcount was down 11.4% year-over-year. Income from operations increased 17.9% to $203.9 million, and adjusted operating margin expanded 50 basis points to 39.4%. Adjusted operating margin - excluding specified items(1) increased 110 basis points to 40.3%.

Global Forwarding Results

Summarized financial results of our Global Forwarding segment are as follows (dollars in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 % change 2026 2025 % change

Total revenues $ 1,149,051 $ 786,347 46.1 % $ 2,710,385 $ 2,359,035 14.9 %

Adjusted gross profits(1)

221,238 191,755 15.4 % 572,359 563,964 1.5 %

Income from operations 80,047 49,021 63.3 % 172,701 143,294 20.5 %

____________________________________________

Third quarter total revenues for the Global Forwarding segment increased 46.1% to $1.1 billion, primarily driven by higher pricing in our ocean and air services. Adjusted gross profits increased 15.4% in the quarter to $221.2 million. Ocean adjusted gross profits increased 23.2%, driven by a 20.5% increase in adjusted gross profit per shipment and a 2.0% increase in shipments. Air adjusted gross profits increased 23.2%, driven by a 28.5% increase in adjusted gross profit per metric ton shipped, partially offset by a 4.0% decline in metric tons shipped. Customs adjusted gross profits decreased 12.9%, driven by a 13.0% decrease in adjusted gross profit per transaction. Operating expenses decreased 1.1%, primarily due to lower restructuring charges and cost optimization efforts, which was partially offset by an increase in incentive compensation. Third quarter average employee headcount decreased 15.8% year-over-year. Income from operations increased 63.3% to $80.0 million, and adjusted operating margin expanded 1,060 basis points to 36.2% in the quarter. Adjusted operating margin - excluding specified items(1) expanded 660 basis points to 36.6%.

All Other and Corporate Results

Total revenues and adjusted gross profits for Robinson Fresh, Managed Solutions and Other Surface Transportation are summarized as follows (dollars in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 % change 2026 2025 % change

Total revenues $ 379,786 $ 384,805 (1.3) % $ 1,224,892 $ 1,208,753 1.3 %

Adjusted gross profits(1):

Robinson Fresh $ 38,133 $ 40,195 (5.1) % $ 122,926 $ 122,243 0.6 %

Managed Solutions 31,208 29,988 4.1 % 93,287 86,841 7.4 %

Other Surface Transportation(2)

— — — % — 4,637 (100.0) %

____________________________________________

(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.

(2) Includes our Europe Surface Transportation business, which was divested as of February 1, 2025.

Third quarter Robinson Fresh adjusted gross profits decreased 5.1% to $38.1 million driven by margin compression caused by higher fuel costs, partially offset by volume increase with foodservice customers. Managed Solutions adjusted gross profits increased 4.1% due to an increase in freight under management.

Other Income Statement Items

Interest and other income/expense, net totaled $21.7 million of expense, consisting primarily of $20.4 million of interest expense, which increased $4.7 million versus the third quarter of 2025 due to a higher average debt balance, partially offset by lower variable interest rates. The third quarter of 2026 results also include a $2.1 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

The third quarter effective tax rate was 20.6%, which was flat compared to the third quarter of 2025. For 2026, we expect our full-year effective tax rate to be 18% to 20%.

Diluted weighted average shares outstanding in the quarter were down 2.2% year-over-year due to share repurchases that have occurred over the past twelve months.

Cash Flow Generation and Capital Distribution

Cash generated from operations totaled $124.1 million in the third quarter, compared to $275.4 million in the third quarter of 2025. The $151.3 million decrease in cash flow from operations was primarily related to a $246.4 million decrease in cash generated by changes in net operating working capital, due to a $267.4 million sequential increase in net operating working capital in the third quarter of 2026 compared to a $21.0 million sequential increase in the third quarter of 2025. This was partially offset by a $35.5 million increase in net income.

In the third quarter of 2026, cash returned to shareholders totaled $289.1 million, with $214.3 million in repurchases of common stock and $74.8 million in cash dividends.

Capital expenditures totaled $17.5 million in the quarter. Capital expenditures for 2026 are expected to be $65 million to $75 million.

About C.H. Robinson

C.H. Robinson is the global leader in Lean AI supply chains. For more than a century, companies everywhere have looked to us to reimagine how goods move. Now, as we redefine what’s next for the industry, that same drive fuels our commitment to Building Tomorrow’s Supply Chains, Today™. Trusted by 75,000 customers and 450,000 contract carriers, we manage 37 million shipments annually, representing $23 billion in freight. We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more. With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably. As a responsible global citizen, we proudly contribute millions to the causes that matter most to our employees. For more information, visit us at chrobinson.com (Nasdaq: CHRW).

Except for the historical information contained herein, the matters set forth in this release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. Forward-looking statements in this release include, among other things, statements concerning the proposed acquisition of RXO, Inc., including the anticipated timing and completion of the transaction; the receipt of required regulatory approvals and approval of the transaction by RXO’s stockholders; the satisfaction of other closing conditions; our plans to finance the cash consideration; our plans for the post-closing integration of RXO; and the anticipated benefits and other effects of the transaction. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and ability to achieve our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks relating to the proposed acquisition of RXO, including the possibility that the transaction may not be completed on the anticipated terms or timing, or at all; the failure to obtain required regulatory approvals or approval of the transaction by RXO’s stockholders or to satisfy other closing conditions; risks associated with financing the cash consideration, including our ability to obtain new debt financing within the anticipated timing and on anticipated terms and the potential need to borrow under the committed bridge facility; difficulties, delays, or unanticipated costs in integrating RXO; the possibility that the anticipated benefits of the transaction may not be realized, may be realized later than expected, or may be less than anticipated; our dependence upon and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business, including reliance on third-party platforms and cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently manage divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations, including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of AI technologies; and other risks and uncertainties detailed in our Annual and Quarterly Reports.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. All remarks made during our financial results conference call will be current at the time of the call, and we undertake no obligation to update the replay.

Conference Call Information:

C.H. Robinson Worldwide Third Quarter 2026 Earnings Conference Call

Wednesday, October 28, 2026; 8:30 a.m. Eastern Time

Presentation slides and a simultaneous live audio webcast of the conference call may be accessed through C.H. Robinson's Investor Relations website at investor.chrobinson.com.

To participate in the conference call by telephone, please call ten minutes early by dialing: 877-269-7756

Adjusted Gross Profit by Service Line

(in thousands)

This table of summary results presents our service line adjusted gross profits on an enterprise basis. The service line adjusted gross profits in the table differ from the service line adjusted gross profits discussed within the segments as our segments may have revenues from multiple service lines.

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 % change 2026 2025 % change

Adjusted gross profits(1):

Transportation

Truckload $ 325,819 $ 273,885 19.0 % $ 841,582 $ 804,086 4.7 %

LTL 171,353 158,251 8.3 % 520,110 458,848 13.4 %

Ocean 136,086 110,422 23.2 % 330,993 333,659 (0.8) %

Air 43,555 35,515 22.6 % 118,618 102,786 15.4 %

Customs 31,675 36,358 (12.9) % 95,782 98,376 (2.6) %

Other logistics services 66,798 56,421 18.4 % 192,963 167,661 15.1 %

Total transportation 775,286 670,852 15.6 % 2,100,048 1,965,416 6.9 %

Sourcing 33,148 35,225 (5.9) % 106,845 106,980 (0.1) %

Total adjusted gross profits $ 808,434 $ 706,077 14.5 % $ 2,206,893 $ 2,072,396 6.5 %

____________________________________________

(1) Adjusted gross profits is a non-GAAP financial measure explained later in this release. The difference between adjusted gross profits and gross profits is not material.

GAAP to Non-GAAP Reconciliation

(unaudited, in thousands)

Our adjusted gross profit is a non-GAAP financial measure. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. We believe adjusted gross profit is a useful measure of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profit. The reconciliation of gross profit to adjusted gross profit is presented below (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 % change 2026 2025 % change

Revenues:

Transportation $ 5,012,177 $ 3,783,535 32.5 % $ 13,180,661 $ 11,252,110 17.1 %

Sourcing 345,883 353,311 (2.1) % 1,124,431 1,068,019 5.3 %

Total revenues 5,358,060 4,136,846 29.5 % 14,305,092 12,320,129 16.1 %

Costs and expenses:

Purchased transportation and related services 4,236,891 3,112,683 36.1 % 11,080,613 9,286,694 19.3 %

Purchased products sourced for resale 312,735 318,086 (1.7) % 1,017,586 961,039 5.9 %

Direct internally developed software amortization 12,860 14,420 (10.8) % 38,760 43,767 (11.4) %

Total direct expenses 4,562,486 3,445,189 32.4 % 12,136,959 10,291,500 17.9 %

Gross profit $ 795,574 $ 691,657 15.0 % $ 2,168,133 $ 2,028,629 6.9 %

Plus: Direct internally developed software amortization 12,860 14,420 (10.8) % 38,760 43,767 (11.4) %

Adjusted gross profit $ 808,434 $ 706,077 14.5 % $ 2,206,893 $ 2,072,396 6.5 %

Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. Our adjusted operating margin - excluding specified items is a similar non-GAAP financial measure as adjusted operating margin, but also excludes the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe adjusted operating margin and adjusted operating margin - excluding specified items are useful measures of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The comparisons of operating margin to adjusted operating margin and adjusted operating margin - excluding specified items are presented below:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 % change 2026 2025 % change

Total revenues $ 5,358,060 $ 4,136,846 29.5 % $ 14,305,092 $ 12,320,129 16.1 %

Income from operations 271,807 220,836 23.1 % 703,236 613,608 14.6 %

Operating margin 5.1 % 5.3 % (20) bps 4.9 % 5.0 % (10) bps

Adjusted gross profit $ 808,434 $ 706,077 14.5 % $ 2,206,893 $ 2,072,396 6.5 %

Income from operations 271,807 220,836 23.1 % 703,236 613,608 14.6 %

Adjusted operating margin 33.6 % 31.3 % 230 bps 31.9 % 29.6 % 230 bps

Adjusted gross profit $ 808,434 $ 706,077 14.5 % $ 2,206,893 $ 2,072,396 6.5 %

Adjusted income from operations 290,754 230,590 26.1 % 749,908 636,285 17.9 %

Adjusted operating margin - excluding specified items

36.0 % 32.7 % 330 bps 34.0 % 30.7 % 330 bps

GAAP to Non-GAAP Reconciliation

(unaudited, in thousands)

Our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data):

Non-GAAP Reconciliation: NAST Global Forwarding All

Other and Corporate Consolidated

Three Months Ended September 30, 2026

Income (loss) from operations $ 203,903 $ 80,047 $ (12,143) $ 271,807

Severance and other personnel expenses 1,762 884 937 3,583

Other selling, general, and administrative expenses 3,073 33 12,258 15,364

Total adjustments to income (loss) from operations(1)

4,835 917 13,195 18,947

Adjusted income from operations $ 208,738 $ 80,964 $ 1,052 $ 290,754

Adjusted gross profit $ 517,855 $ 221,238 $ 69,341 $ 808,434

Adjusted income from operations 208,738 80,964 1,052 290,754

Adjusted operating margin - excluding specified items 40.3 % 36.6 % 1.5 % 36.0 %

NAST Global Forwarding All

Other and Corporate Consolidated

Nine Months Ended September 30, 2026

Income (loss) from operations $ 538,878 $ 172,701 $ (8,343) $ 703,236

Severance and other personnel expenses 19,815 4,965 5,589 30,369

Other selling, general, and administrative expenses 3,253 632 12,418 16,303

Total adjustments to income (loss) from operations(2)

23,068 5,597 18,007 46,672

Adjusted income from operations $ 561,946 $ 178,298 $ 9,664 $ 749,908

Adjusted gross profit $ 1,418,321 $ 572,359 $ 216,213 $ 2,206,893

Adjusted income from operations 561,946 178,298 9,664 749,908

Adjusted operating margin - excluding specified items 39.6 % 31.2 % 4.5 % 34.0 %

Three Months Ended September 30, 2026 Nine Months Ended September 30, 2026

$ in 000's per share $ in 000's per share

Net income and per share (diluted) $ 198,469 $ 1.67 $ 532,488 $ 4.45

Restructuring and related costs, pre-tax 16,092 0.14 43,817 0.37

Acquisition related costs, pre-tax 2,855 0.02 2,855 0.02

Tax effect of adjustments (4,000) (0.03) (10,627) (0.09)

Adjusted net income and per share (diluted) $ 213,416 $ 1.80 $ 568,533 $ 4.75

____________________________________________

(1) The three months ended September 30, 2026 includes severance and other personnel expenses of $3.6 million related to workforce reductions and $15.4 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs.

(2) The nine months ended September 30, 2026 includes severance and other personnel expenses of $30.4 million related to workforce reductions and $16.3 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs.

Non-GAAP Reconciliation: NAST Global Forwarding All

Other and Corporate Consolidated

Three Months Ended September 30, 2025

Income (loss) from operations $ 172,878 $ 49,021 $ (1,063) $ 220,836

Severance and other personnel expenses 1,199 8,403 126 9,728

Other selling, general, and administrative expenses 75 127 (176) 26

Total adjustments to income (loss) from operations(1)

1,274 8,530 (50) 9,754

Adjusted income (loss) from operations $ 174,152 $ 57,551 $ (1,113) $ 230,590

Adjusted gross profit $ 444,139 $ 191,755 $ 70,183 $ 706,077

Adjusted income (loss) from operations 174,152 57,551 (1,113) 230,590

Adjusted operating margin - excluding specified items 39.2 % 30.0 % N/M 32.7 %

NAST Global Forwarding All

Other and Corporate Consolidated

Nine Months Ended September 30, 2025

Income (loss) from operations $ 480,540 $ 143,294 $ (10,226) $ 613,608

Severance and other personnel expenses 1,876 10,979 1,948 14,803

Other selling, general, and administrative expenses 75 127 7,672 7,874

Total adjustments to income (loss) from operations(2)

1,951 11,106 9,620 22,677

Adjusted income (loss) from operations $ 482,491 $ 154,400 $ (606) $ 636,285

Adjusted gross profit $ 1,294,711 $ 563,964 $ 213,721 $ 2,072,396

Adjusted income (loss) from operations 482,491 154,400 (606) 636,285

Adjusted operating margin - excluding specified items 37.3 % 27.4 % N/M 30.7 %

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

$ in 000's per share $ in 000's per share

Net income and per share (diluted) $ 162,987 $ 1.34 $ 450,760 $ 3.71

Restructuring and related costs, pre-tax 9,930 0.07 20,070 0.16

(Gain) loss on divestiture, pre-tax (176) — 2,607 0.02

Tax effect of adjustments (2,449) (0.01) (4,480) (0.03)

Adjusted net income and per share (diluted) $ 170,292 $ 1.40 $ 468,957 $ 3.86

____________________________________________

(1) The three months ended September 30, 2025 includes severance and other personnel expenses of $9.7 million related to workforce reductions.

(2) The nine months ended September 30, 2025 includes severance and other personnel expenses of $14.8 million primarily related to workforce reductions and $7.9 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease.

Condensed Consolidated Statements of Income

(unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 % change 2026 2025 % change

Revenues:

Transportation $ 5,012,177 $ 3,783,535 32.5 % $ 13,180,661 $ 11,252,110 17.1 %

Sourcing 345,883 353,311 (2.1) % 1,124,431 1,068,019 5.3 %

Total revenues 5,358,060 4,136,846 29.5 % 14,305,092 12,320,129 16.1 %

Costs and expenses:

Purchased transportation and related services 4,236,891 3,112,683 36.1 % 11,080,613 9,286,694 19.3 %

Purchased products sourced for resale 312,735 318,086 (1.7) % 1,017,586 961,039 5.9 %

Personnel expenses 360,301 349,302 3.1 % 1,051,496 1,033,177 1.8 %

Other selling, general, and administrative expenses 176,326 135,939 29.7 % 452,161 425,611 6.2 %

Total costs and expenses 5,086,253 3,916,010 29.9 % 13,601,856 11,706,521 16.2 %

Income from operations 271,807 220,836 23.1 % 703,236 613,608 14.6 %

Interest and other income/expense, net (21,719) (15,602) 39.2 % (48,610) (57,679) (15.7) %

Income before provision for income taxes 250,088 205,234 21.9 % 654,626 555,929 17.8 %

Provision for income taxes 51,619 42,247 22.2 % 122,138 105,169 16.1 %

Net income $ 198,469 $ 162,987 21.8 % $ 532,488 $ 450,760 18.1 %

Net income per share (basic) $ 1.69 $ 1.36 24.3 % $ 4.49 $ 3.75 19.7 %

Net income per share (diluted) $ 1.67 $ 1.34 24.6 % $ 4.45 $ 3.71 19.9 %

Weighted average shares outstanding (basic) 117,499 119,887 (2.0) % 118,616 120,363 (1.5) %

Weighted average shares outstanding (diluted) 118,732 121,349 (2.2) % 119,784 121,413 (1.3) %

Business Segment Information

(unaudited, in thousands, except average employee headcount)

NAST Global Forwarding

All Other and Corporate

Consolidated

Three Months Ended September 30, 2026

Total revenues $ 3,829,223 $ 1,149,051 $ 379,786 $ 5,358,060

Adjusted gross profits(1)

517,855 221,238 69,341 808,434

Income (loss) from operations 203,903 80,047 (12,143) 271,807

Depreciation and amortization 5,263 1,479 17,031 23,773

Total assets(2)

3,775,164 1,556,883 1,057,408 6,389,455

Average employee headcount 4,597 3,573 3,083 11,253

NAST Global Forwarding

All Other and Corporate

Consolidated

Three Months Ended September 30, 2025

Total revenues $ 2,965,694 $ 786,347 $ 384,805 $ 4,136,846

Adjusted gross profits(1)

444,139 191,755 70,183 706,077

Income (loss) from operations 172,878 49,021 (1,063) 220,836

Depreciation and amortization 4,874 2,250 18,705 25,829

Total assets(2)

2,978,317 1,233,692 1,015,845 5,227,854

Average employee headcount 5,187 4,245 3,127 12,559

_______________________________________

(1) Adjusted gross profits is a non-GAAP financial measure explained above. The difference between adjusted gross profits and gross profits is not material.

(2) All cash and cash equivalents are included in All Other and Corporate.

Business Segment Information

(unaudited, in thousands, except average employee headcount)

NAST Global Forwarding

All Other and Corporate

Consolidated

Nine Months Ended September 30, 2026

Total revenues $ 10,369,815 $ 2,710,385 $ 1,224,892 $ 14,305,092

Adjusted gross profits(1)

1,418,321 572,359 216,213 2,206,893

Income (loss) from operations 538,878 172,701 (8,343) 703,236

Depreciation and amortization 14,789 4,900 51,505 71,194

Total assets(2)

3,775,164 1,556,883 1,057,408 6,389,455

Average employee headcount 4,674 3,710 3,095 11,479

NAST Global Forwarding

All Other and Corporate

Consolidated

Nine Months Ended September 30, 2025

Total revenues $ 8,752,341 $ 2,359,035 $ 1,208,753 $ 12,320,129

Adjusted gross profits(1)

1,294,711 563,964 213,721 2,072,396

Income (loss) from operations 480,540 143,294 (10,226) 613,608

Depreciation and amortization 14,498 6,577 55,262 76,337

Total assets(2)

2,978,317 1,233,692 1,015,845 5,227,854

Average employee headcount 5,234 4,380 3,339 12,953

_________________________________________

(1) Adjusted gross profits is a non-GAAP financial measure explained above. The difference between adjusted gross profits and gross profits is not material.

(2) All cash and cash equivalents are included in All Other and Corporate.

Condensed Consolidated Balance Sheets

(unaudited, in thousands)

September 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 193,132 $ 160,871

Receivables, net of allowance for credit loss 3,547,181 2,360,829

Contract assets, net of allowance for credit loss 290,924 156,441

Prepaid expenses and other 98,832 120,402

Total current assets 4,130,069 2,798,543

Property and equipment, net of accumulated depreciation and amortization 102,297 116,362

Right-of-use lease assets 246,837 278,323

Intangible and other assets, net of accumulated amortization 1,910,252 1,865,153

Total assets $ 6,389,455 $ 5,058,381

Liabilities and stockholders’ investment

Current liabilities:

Accounts payable and outstanding checks $ 1,969,412 $ 1,241,276

Accrued expenses:

Compensation 189,766 188,838

Transportation expense 236,322 120,708

Income taxes 11,780 33,745

Other accrued liabilities 182,394 174,955

Current lease liabilities 69,357 72,180

Current portion of debt 425,818 —

Total current liabilities 3,084,849 1,831,702

Long-term debt 1,443,491 1,089,438

Noncurrent lease liabilities 213,720 233,768

Noncurrent income taxes payable 42,348 34,875

Deferred tax liabilities 22,830 21,526

Other long-term liabilities 2,829 1,425

Total liabilities 4,810,067 3,212,734

Total stockholders’ investment 1,579,388 1,845,647

Total liabilities and stockholders’ investment $ 6,389,455 $ 5,058,381

Condensed Consolidated Statements of Cash Flow

(unaudited, in thousands, except employee count)

Nine Months Ended September 30,

Operating activities: 2026 2025

Net income $ 532,488 $ 450,760

Adjustments to reconcile net income to net cash provided by (used for) operating activities:

Depreciation and amortization 71,194 76,337

Provision for credit losses 5,425 6,571

Stock-based compensation 80,787 62,774

Deferred income taxes 28,196 30,564

Excess tax benefit on stock-based compensation (31,644) (15,621)

Change in loss on disposal group — (569)

Other operating activities 12,451 7,172

Changes in operating elements:

Receivables (1,221,470) (89,325)

Contract assets (134,894) 23,035

Prepaid expenses and other 21,864 (26,521)

Right of use asset 18,659 42,475

Accounts payable and outstanding checks 723,448 79,171

Accrued compensation 180 (9,903)

Accrued transportation expense 115,614 (14,094)

Accrued income taxes 16,758 49,418

Other accrued liabilities 13,450 (16,168)

Lease liability (22,399) (49,701)

Other assets and liabilities (1,513) 2,730

Net cash provided by operating activities 228,594 609,105

Investing activities:

Purchases of property and equipment (11,212) (16,615)

Purchases and development of software (39,557) (38,246)

Cash used for acquisitions, net of cash acquired (78,949) —

Proceeds from divestiture 35,310 27,737

Other investing activities 3,289 —

Net cash used for investing activities (91,119) (27,124)

Financing activities:

Proceeds from stock issued for employee benefit plans 64,789 112,076

Stock tendered for payment of withholding taxes (81,106) (57,982)

Repurchase of common stock (639,922) (240,257)

Cash dividends (229,132) (227,053)

Proceeds from long-term borrowings 2,957,000 344,000

Payments on long-term borrowings (2,104,000) (512,000)

Proceeds from short-term borrowings 318,000 1,548,800

Payments on short-term borrowings (392,000) (1,575,800)

Net cash used for financing activities (106,371) (608,216)

Effect of exchange rates on cash and cash equivalents 1,157 6,534

Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale 32,261 (19,701)

Plus: net decrease in cash and cash equivalents within assets held for sale — 10,776

Cash and cash equivalents, beginning of period 160,871 145,762

Cash and cash equivalents, end of period $ 193,132 $ 136,837

Employees as of September 30 11,118 12,314

Source: C.H. Robinson

CHRW-IR

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q32026earningsdeck

2024 INVESTOR DAY October 28, 2026 Q3 2026 Earnings Presentation

Safe Harbor Statement Except for the historical information contained herein, the matters set forth in this release are forward-looking statements that represent our expectations, beliefs, intentions or strategies concerning future events. Forward-looking statements in this release include, among other things, statements concerning the proposed acquisition of RXO, Inc., including the anticipated timing and completion of the transaction; the receipt of required regulatory approvals and approval of the transaction by RXO’s stockholders; the satisfaction of other closing conditions; our plans to finance the cash consideration; our plans for the post-closing integration of RXO; and the anticipated benefits and other effects of the transaction. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and achieving our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks relating to the proposed acquisition of RXO, including the possibility that the transaction may not be completed on the anticipated terms or timing, or at all; the failure to obtain required regulatory approvals or approval of the transaction by RXO’s stockholders or to satisfy other closing conditions; risks associated with financing the cash consideration, including our ability to obtain new debt financing within the anticipated timing and on anticipated terms and the potential need to borrow under the committed bridge facility; difficulties, delays, or unanticipated costs in integrating RXO; the possibility that the anticipated benefits of the transaction may not be realized, may be realized later than expected, or may be less than anticipated; our dependence on and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business, including reliance on third-party platforms and cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the U.S.; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently managing divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations, including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of artificial intelligence technologies; and other risks and uncertainties detailed in our Annual and Quarterly Reports. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update such statement to reflect events or circumstances arising after such date. 2©2026 C.H. Robinson Worldwide, Inc. All Rights Reserved.

Thoughts from President & CEO, Dave Bozeman 3 ■ North American Surface Transportation ("NAST") volume growth outpaced the Cass Freight Shipment Index for the 14th consecutive quarter. ■ Lean AI continues to drive durable productivity gains, with both NAST and Global Forwarding ("GF") delivering year-over-year improvements of greater than 15% in Q3 and more than 65% since the end of 2022. ■ Our scalable model and operating leverage contributed to a 26% year-over-year increase in adjusted operating income(1), with both NAST and GF achieving mid- cycle operating margin targets. ■ The same Lean operating model and AI technology that have been vitally important in the transformations of our NAST and GF businesses are what will enable us to successfully integrate and transform the RXO business. We believe these disciplines are what will enable us to deliver different results than this industry’s past acquisitions. 1. Adjusted operating income is a non-GAAP financial measures. Refer to pages 27 through 30 for further discussion and a GAAP to Non-GAAP reconciliation.

Q3 Highlights 4 ■ NAST continues to gain market share in truckload and LTL. Disciplined revenue management and contractual repricing initiatives increased adjusted gross profit per shipment (1) 17.0% Y/Y despite a significant Y/Y increase in truckload spot market costs. ■ Achieved mid-cycle operating margin targets again in both NAST and Global Forwarding, with adjusted operating margin - excluding specified items(1) reaching 40.3% in NAST and 36.6% in Global Forwarding. ■ Focused on providing best-in-class service to our customers and carriers, gaining profitable share in targeted market segments, applying Lean principles and leveraging custom-built AI technology to automate our processes and optimize our costs, with a disciplined operating model that arms our people with innovative tools, decouples headcount growth from volume growth and drives operating leverage. $5.4B Total Revenues +29.5% Y/Y $808M Adj. Gross Profits(1) +14.5% Y/Y $272M Income from Operations +23.1% Y/Y $1.67 Net Income/Share +24.6% Y/Y Q3 2026 1. Adjusted gross profits, adjusted income from operations, adjusted operating margin - excluding specified items and adjusted net income per share are non-GAAP financial measures. Refer to pages 27 through 30 for further discussion and a GAAP to Non-GAAP reconciliation. $291M of Adj. Income from Operations(1) +26.1% Y/Y $1.80 of Adj. Net Income per Share(1) +28.6% Y/Y

All Other & Corporate ■ Robinson Fresh Q3 AGP declined 5.1% Y/Y ■ Managed Solutions Q3 AGP up 4.1% Y/Y Global Forwarding (GF) ■ Global disruptions and supply-side constraints drove higher ocean and air freight rates ■ Ocean AGP per shipment increased 20.5% Y/Y and air AGP per metric ton increased 28.5% Y/Y ■ Continuing to deploy Lean AI disciplines and technology across the business North American Surface Transportation (NAST) ■ NAST volume performance outpaced the market indices for the 14th consecutive quarter ■ NAST truckload adjusted gross profit per shipment(2) increased 17.0% year-over-year despite significant increase in truckload spot market costs ■ Focused on Lean AI initiatives that improve the customer and carrier experience and lower our cost to serve ■ Productivity improvements are being driven by removing waste and increasing automation through custom-built AI agents Complementary Global Suite of Services 5 Q3 2026 Adjusted Gross Profits(2) +16.6% Y/Y -1.2% Y/Y +15.4% Y/Y 1. Measured over trailing twelve months. 2. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. Over half of total revenues are garnered from customers to whom we provide both surface transportation and global forwarding services, and this percentage has grown year-over-year due to our One Robinson go-to-market approach.(1)

NAST Q3’26 Results by Service 6 ■ Total NAST truckload and LTL volume was up 3.5% Y/Y, reflecting the 14th consecutive quarter of market share growth compared to a 0.3% decline in the Cass Freight Shipment Index ■ Truckload AGP per shipment increased 17.0% Y/Y and volume increased 3.5% Y/Y(2) ■ LTL AGP per order increased 4.0% Y/Y and volume increased 3.5% Y/Y(2) ■ Due to disciplined revenue management practices, continued repricing of our contractual portfolio and opportunistically capturing spot volume at higher margins, truckload AGP/load increased despite a 33.5% Y/Y increase in linehaul cost/mile 3Q26 3Q25 %▲ Truckload (“TL”) $322.8 $267.4 20.7% Less than Truckload (“LTL”) $169.5 $156.9 8.0% Other $25.5 $19.8 28.9% Total Adjusted Gross Profits $517.9 $444.1 16.6% Adjusted Gross Profit Margin % 13.5% 15.0% (150 bps) Adjusted Gross Profits(1) ($ in millions) 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Growth rates are rounded to the nearest 0.5 percent. Third Quarter Highlights

Truckload Price and Cost Change (1)(2)(3) 7 Truckload Q3 Volume(2)(4) +3.5 % Price/Mile(1)(2)(3) +31.5 % Cost/Mile(1)(2)(3) +33.5 % Adjusted Gross Profit(4) +20.7 % 1. Price and cost change represents YoY change for North America truckload shipments across all segments. 2. Growth rates are rounded to the nearest 0.5 percent. 3. Pricing and cost measures exclude fuel surcharges and costs. 4. Truckload volume and adjusted gross profit growth represents YoY change for NAST truckload. ■ 70% / 30% truckload contractual / transactional volume mix in Q3 vs 70% / 30% in Q3 last year ■ Average routing guide depth of 1.5 in Managed Solutions business vs. 1.2 in Q3 last year, reflecting a tighter capacity environment Yo Y % C ha ng e in P ric e an d C os t p er M ile YoY Price Change YoY Cost Change 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 -30% -20% -10% 0% 10% 20% 30% 40% 50%

Truckload AGP $ per Shipment Trend (1) 8 ■ Disciplined pricing and capacity procurement efforts, capturing higher-margin transactional volume, and the strength of our dynamic pricing and costing capabilities enabled us to increase our AGP $ per mile and AGP $ per shipment on a year-over- year basis. ■ Repricing campaigns have been completed with a high level of success and at a faster pace than historically. N A ST A dj us te d G ro ss P ro fit $ p er T ru ck lo ad Sh ip m en t N A ST A djusted G ross Profit M argin % NAST Adjusted Gross Profit $ per Truckload Shipment (left axis) NAST Adjusted Gross Profit Margin % (right axis) Average NAST AGP $ per Truckload Shipment (left axis) 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 11% 12% 13% 14% 15% 16% 17% 18% 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material.

Global Forwarding Q3’26 Results by Service 9 3Q26 3Q25 %▲ Ocean $135.9 $110.3 23.2% Air $43.1 $34.9 23.2% Customs $31.7 $36.4 (12.9)% Other $10.5 $10.2 2.9% Total Adjusted Gross Profits $221.2 $191.8 15.4% Adjusted Gross Profit Margin % 19.3% 24.4% (510 bps) Adjusted Gross Profits (1) ($ in millions) ■ Global disruptions and supply-side constraints have driven higher ocean and air rates ■ Ocean AGP increased due to a 20.5% increase in AGP per shipment and a 2.0% increase in shipments(2) ■ Air AGP increased due to a 28.5% increase in AGP per metric ton shipped, partially offset by a 4.0% decline in metric tons shipped(2) ■ Customs AGP decreased due to a 13.0% decrease in adjusted gross profit per transaction(2) 1. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Growth rates are rounded to the nearest 0.5 percent. Third Quarter Highlights

All Other & Corporate Q3’26 Results 10 Robinson Fresh ■ AGP declined 5.1% Y/Y driven by margin compression caused by higher fuel costs, partially offset by volume increase with foodservice customers Managed Solutions ■ Total freight under management of $2.1B in Q3 3Q26 3Q25 %▲ Robinson Fresh $38.1 $40.2 (5.1)% Managed Solutions $31.2 $30.0 4.1% Total $69.3 $70.2 (1.2)% Adjusted Gross Profits (1) ($ in millions) 1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. Third Quarter Highlights

IMPROVEPLAN ACTIVATE • Enterprise Strategy Map • Policy Deployment Matrix • Policy Deployment Initiatives • Binary view of success (green) or opportunity (red) • Regular operating review cadence (daily, weekly, monthly, quarterly) • Divisional Strategy Maps • Shared Services Strategy Maps • Accountable action plans on all scorecards with red • Embrace and attack the red! • e.g., Gemba walks ("go to the desk") Scorecard: Measurable & Actionable Inputs Defined & Cascaded Strategy Maps Clear Long-Term Strategy & Targets Continuous, Rigorous Measurement & Action Plans Continuously Improving. Never Stops. 1 2 3 4 5 Robinson Operating Model 11

Streamlining & Automating Processes to Drive Profitable Growth 12 12

What: Large language models (ChatGPT) How: Understanding of written language and generating content CHR Examples: Email classification, email quoting, email order entry, appointments *Works well with Traditional AI What: Machine learning, predictive analytics, optimization How: Advanced math and statistics CHR Examples: Costing, pricing, transportation optimization From machine learning to multi-agent models with advanced reasoning What: Large language models plus planning, tool use, memory, natural interaction, and optimization How: Advanced reasoning adds the ability to act autonomously to perform complex tasks without explicit instructions CHR Examples: NMFC Agent, Ocean Quoting *Works well with GenAI and Traditional AI The Multifaceted World of AI 13

I provide customers with transactional quotes, fast. Quote Agents I build and update orders on-system in seconds. Order Agents I contact carriers for timely tracking updates. Tracking Agents I book and reschedule optimal appointments. Appointment Agents I post available truckload capacity on-system early. Truck Post Agents I proactively recommend loads to best-fit carriers. Load Booking Agents I acquire necessary documents from carriers. Documents Agents I ensure carriers are paid on time. Carrier Payment Agents Meet the Fleet of C.H. Robinson AI Agents 14 Just a sample of the agents performing tasks that defied automation for decades

Capital Allocation Priorities: Balanced and Opportunistic 15 Cash Flow from Operations & Capital Distribution ($M) ■ $289 million of cash returned to shareholders in Q3 2026 ■ Q3 2026 capital distribution increased 52% Y/Y ■ 1.33 million shares repurchased at an average price of $160.64 ■ More than 25 years of annually increasing dividends, on a per share basis ■ The Y/Y decrease in cash from operations was driven primarily by an unfavorable change in net operating working capital due to higher freight rates. ■ Strong conviction in the company's intrinsic value led to a Y/Y increase in share repurchases. ■ Share repurchases have now been paused following our agreement to acquire RXO.

30% GF Operating Margin Mid-30s Enterprise Operating Margin 40% NAST Operating Margin ~$400M - $500M $350M-$450M Incremental Adjusted Operating Income vs. 2023 Mid-Cycle Key Assumptions • Outsized volume growth in NAST and GF • Ongoing gross margin expansion driven by technology enhancements and disciplined revenue management • Consistent focus on driving evergreen productivity improvement and operating leverage • 40% and 30% remain our targets for quality of earnings; beyond those, we retain the optionality to deliver demonstrable outgrowth to deliver higher earnings for our investors Our 2026 Financial Target1 161. Updated on October 29, 2025

1. Excluding restructuring and other charges Market Assumptions • Market volume growth of -3% to +1% in 2026 • Market normalization • NAST AGP/shipment flat to up 4% • GF AGP/shipment reset to 2H 2023 (down 10%) Key Drivers • Outperform the market • Optimize AGP yields • Organizational transformation • Evergreen productivity gains Confident in our ability to deliver operating income within our target range, despite YTD market volume growth that has been negative Y/Y Bottom end of target range is still equivalent to at least $6 of adjusted diluted EPS1 2026 Operating Income Target Bridge1 17

C.H. Robinson to Acquire RXO to Form a $25B+ Logistics Platform Human expertise & AI Integrated Capabilities - Density - Expertise Lean Operating Model Consideration $30.25 Per RXO Share (1) Transaction Timing First Half of 2027 Expected Close Transaction Value $5.8B Implied Enterprise Value Transaction Multiple 13.2x Implied EV / 2026E Adj. EBITDA (Synergized) (2) Estimated Cost Synergies ~$300M Net Run-Rate Cost Synergies Expected Adj. EPS (3) Impact • Accretive within 9 Months of Close • Mid-Teens Accretion in 2028 Rapid Deleveraging 1.75x–2.25x Net Leverage Target by Year-End 2028 Notes: 1. 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, 2026 2. 2026 financial data based on RXO consensus estimates as of September 2026 3. Adjusted EPS is a non-GAAP financial measure. Adjusted EPS excludes restructuring and/or loss from divestiture and excludes Amortization of Intangibles related to this acquisition 19

Multiple Levers to Drive ~$300M of Estimated Net Run-Rate Cost Synergies 80% Cost-to-Serve Efficiencies Operating leverage derived from the Lean operating model and fleet of AI agents deployed across workflows Shared Services Savings Centralize processes and functions, remove duplication and optimize efficiency over larger enterprise volume 3rd Party Services Eliminations Remove duplication and transfer external services onto C.H. Robinson’s existing vendor relationships Other Integration Benefits Consolidate real estate footprint and deliver insurance procurement efficiencies ~$300M Estimated Net Run-Rate Cost Synergies 20% 20

As of October 28, 2026 OCTOBER 5, 2026 Transaction announced Q4 2026 • U.S. antitrust (HSR) filing submitted • Canada and Mexico merger control filings submitted • Form S-4 / proxy statement- prospectus to be filed with the SEC 1H 2027 • Form S-4 declared effective; proxy statement-prospectus mailed to RXO stockholders • RXO stockholder meeting • Receipt of required regulatory approvals • Anticipated closing Expected Timeline for Closing the RXO Acquisition 21

2024 INVESTOR DAY Appendix

Q3 2026 Transportation Results(1) 23 Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 % Change 2026 2025 % Change Total Revenues $ 5,012,177 $ 3,783,535 32.5 % $ 13,180,661 $ 11,252,110 17.1 % Total Adjusted Gross Profits(2) $ 775,286 $ 670,852 15.6 % $ 2,100,048 $ 1,965,416 6.9 % Adjusted Gross Profit Margin %(2) 15.5% 17.7% (220 bps) 15.9% 17.5% (160 bps) Transportation Adjusted Gross Profit Margin % 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Q1 17.3% 16.4% 18.6% 15.3% 14.9% 13.5% 15.2% 15.4% 17.2% 17.2% Q2 16.2% 16.2% 18.3% 17.5% 13.8% 15.4% 15.5% 15.8% 17.5% 15.4% Q3 16.4% 16.6% 16.9% 14.4% 13.7% 15.1% 15.1% 16.4% 17.7% 15.5% Q4 16.6% 17.7% 15.6% 14.3% 13.3% 15.5% 15.0% 16.9% 17.4% Total 16.6% 16.7% 17.3% 15.3% 13.8% 14.8% 15.2% 16.1% 17.5% 1. Includes results across all segments. 2. Adjusted gross profits and adjusted gross profit margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material.

Q3 2026 NAST Results 24 1. Adjusted gross profits, adjusted gross profit margin %, and adjusted operating margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $4.8 million of restructuring and other charges in the three months ended September 30, 2026 and $23.1 million of restructuring and other charges in the nine months ended September 30, 2026 primarily related to workforce reductions and acquisition related costs. Includes $1.3 million of restructuring charges in the three months ended September 30, 2025 and $2.0 million of restructuring charges in the nine months ended September 30, 2025 related to workforce reductions. Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 % Change 2026 2025 % Change Total Revenues $ 3,829,223 $ 2,965,694 29.1 % $ 10,369,815 $ 8,752,341 18.5 % Total Adjusted Gross Profits(1) $ 517,855 $ 444,139 16.6 % $ 1,418,321 $ 1,294,711 9.5 % Adjusted Gross Profit Margin %(1) 13.5% 15.0% (150 bps) 13.7% 14.8% (110 bps) Income from Operations(2) $ 203,903 $ 172,878 17.9 % $ 538,878 $ 480,540 12.1 % Adjusted Operating Margin %(1) 39.4% 38.9% 50 bps 38.0% 37.1% 90 bps Depreciation and Amortization $ 5,263 $ 4,874 8.0 % $ 14,789 $ 14,498 2.0 % Total Assets $ 3,775,164 $ 2,978,317 26.8 % $ 3,775,164 $ 2,978,317 26.8 % Average Headcount 4,597 5,187 (11.4) % 4,674 5,234 (10.7) %

Q3 2026 Global Forwarding Results 25 1. Adjusted gross profits, adjusted gross profit margin %, and adjusted operating margin % are non-GAAP financial measures explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $0.9 million of restructuring charges in the three months ended September 30, 2026 and $5.6 million of restructuring charges in the nine months ended September 30, 2026 primarily related to workforce reductions. Includes $8.5 million of restructuring charges in the three months ended September 30, 2025 and $11.1 million of restructuring charges in the nine months ended September 30, 2025 primarily related to workforce reductions. Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 % Change 2026 2025 % Change Total Revenues $ 1,149,051 $ 786,347 46.1 % $ 2,710,385 $ 2,359,035 14.9 % Total Adjusted Gross Profits(1) $ 221,238 $ 191,755 15.4 % $ 572,359 $ 563,964 1.5 % Adjusted Gross Profit Margin %(1) 19.3% 24.4% (510 bps) 21.1% 23.9% (280 bps) Income from Operations(2) $ 80,047 $ 49,021 63.3 % $ 172,701 $ 143,294 20.5 % Adjusted Operating Margin %(1) 36.2% 25.6% 1,060 bps 30.2% 25.4% 480 bps Depreciation and Amortization $ 1,479 $ 2,250 (34.3) % $ 4,900 $ 6,577 (25.5) % Total Assets $ 1,556,883 $ 1,233,692 26.2 % $ 1,556,883 $ 1,233,692 26.2 % Average Headcount 3,573 4,245 (15.8) % 3,710 4,380 (15.3) %

1. Adjusted gross profits is a non-GAAP financial measure explained later in this presentation. The difference between adjusted gross profits and gross profits is not material. 2. Includes $13.2 million of restructuring charges in the three months ended September 30, 2026 primarily related to $12.2 million of impairment charges related to our Kansas City regional center lease. Includes $18.0 million of restructuring charges in the nine months ended September 30, 2026 primarily related to $12.2 million of impairment charges related to our Kansas City regional center lease and severance charges related to workforce reductions. Includes $9.6 million of restructuring charges in the nine months ended September 30, 2025 primarily related to a $6.3 million impairment charge on our Kansas City regional center lease. Q3 2026 All Other and Corporate Results 26 Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 % Change 2026 2025 % Change Total Revenues $ 379,786 $ 384,805 (1.3%) $ 1,224,892 $ 1,208,753 1.3% Total Adjusted Gross Profits(1) $ 69,341 $ 70,183 (1.2%) $ 216,213 $ 213,721 1.2% Income (loss) from Operations(2) $ (12,143) $ (1,063) N/M $ (8,343) $ (10,226) N/M Depreciation and Amortization $ 17,031 $ 18,705 (8.9%) $ 51,505 $ 55,262 (6.8%) Total Assets $ 1,057,408 $ 1,015,845 4.1% $ 1,057,408 $ 1,015,845 4.1% Average Headcount 3,083 3,127 (1.4%) 3,095 3,339 (7.3%)

27 Our adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit is calculated as gross profit excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profit divided by total revenues. We believe adjusted gross profit and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profit to be a primary performance measurement. The reconciliation of gross profit to adjusted gross profit and gross profit margin to adjusted gross profit margin are presented below: Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 2026 2025 Revenues: Transportation $ 5,012,177 $ 3,783,535 $ 13,180,661 $ 11,252,110 Sourcing 345,883 353,311 1,124,431 1,068,019 Total Revenues $ 5,358,060 $ 4,136,846 $ 14,305,092 $ 12,320,129 Costs and expenses: Purchased transportation and related services 4,236,891 3,112,683 11,080,613 9,286,694 Purchased produced sourced for resale 312,735 318,086 1,017,586 961,039 Direct internally developed software amortization 12,860 14,420 38,760 43,767 Total direct costs $ 4,562,486 $ 3,445,189 $ 12,136,959 $ 10,291,500 Gross profit & Gross profit margin $ 795,574 14.8% $ 691,657 16.7% $ 2,168,133 15.2% $ 2,028,629 16.5% Plus: Direct internally developed software amortization 12,860 14,420 38,760 43,767 Adjusted gross profit/Adjusted gross profit margin $ 808,434 15.1% $ 706,077 17.1% $ 2,206,893 15.4% $ 2,072,396 16.8% Non-GAAP Reconciliations

1. In the three months ended September 30, 2026, we incurred restructuring expenses of $3.6 million primarily related to workforce reductions and $15.4 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs. In the nine months ended September 30, 2026, we incurred restructuring expenses of $30.4 million related to workforce reductions and $16.3 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs. In the three months ended September 30, 2025, we incurred expenses of $9.7 million primarily related to workforce reductions. In the nine months ended September 30, 2025, we incurred expenses of $14.8 million primarily related to workforce reductions and $7.9 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease. Non-GAAP Reconciliations 28 Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. Our adjusted operating margin - excluding specified items is a similar non-GAAP financial measure to adjusted operating margin, but also excludes the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe adjusted operating margin and adjusted operating margin - excluding specified items are useful measures of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The comparisons of operating margin to adjusted operating margin and adjusted operating margin - excluding specified items are presented below: Three Months Ended September 30 Nine Months Ended September 30 $ in thousands 2026 2025 2026 2025 Total Revenues $ 5,358,060 $ 4,136,846 $ 14,305,092 $ 12,320,129 Income from operations 271,807 220,836 703,236 613,608 Operating margin 5.1% 5.3% 4.9% 5.0% Adjusted gross profit $ 808,434 $ 706,077 $ 2,206,893 $ 2,072,396 Income from operations 271,807 220,836 703,236 613,608 Adjusted operating margin 33.6% 31.3% 31.9% 29.6% Adjusted gross profit $ 808,434 $ 706,077 $ 2,206,893 $ 2,072,396 Adjusted income from operations(1) 290,754 230,590 749,908 636,285 Adjusted operating margin - excluding specified items 36.0% 32.7% 34.0% 30.7%

Non-GAAP Reconciliations 29 Our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data): Three Months Ended September 30, 2026 Nine Months Ended September 30, 2026 NAST Global Forwarding All Other and Corporate Consolidated NAST Global Forwarding All Other and Corporate Consolidated Income (loss) from operations $ 203,903 $ 80,047 $ (12,143) $ 271,807 $ 538,878 $ 172,701 $ (8,343) $ 703,236 Severance and other personnel expenses 1,762 884 937 3,583 19,815 4,965 5,589 30,369 Other selling, general, and administrative expenses 3,073 33 12,258 15,364 3,253 632 12,418 16,303 Total adjustments to income (loss) from operations(1) 4,835 917 13,195 18,947 23,068 5,597 18,007 46,672 Adjusted income from operations $ 208,738 $ 80,964 $ 1,052 $ 290,754 $ 561,946 $ 178,298 $ 9,664 $ 749,908 Adjusted gross profit $ 517,855 $ 221,238 $ 69,341 $ 808,434 $ 1,418,321 $ 572,359 $ 216,213 $ 2,206,893 Adjusted income from operations 208,738 80,964 1,052 290,754 561,946 178,298 9,664 749,908 Adjusted operating margin - excluding specified items 40.3% 36.6% 1.5% 36.0% 39.6% 31.2% 4.5% 34.0% $ in 000's per share $ in 000's per share Net income and per share (diluted) $ 198,469 $ 1.67 $ 532,488 $ 4.45 Restructuring and related costs, pre-tax 16,092 0.14 43,817 0.37 Acquisition related costs, pre-tax 2,855 0.02 2,855 0.02 Tax effect of adjustments (4,000) (0.03) (10,627) (0.09) Adjusted net income and per share (diluted) $ 213,416 $ 1.80 $ 568,533 $ 4.75 1. The three months ended September 30, 2026 includes severance and other personnel expenses of $3.6 million related to workforce reductions and $15.4 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs. The nine months ended September 30, 2026 includes severance and other personnel expenses of $30.4 million related to workforce reductions and $16.3 million of other charges, which includes $12.2 million of impairment charges related to our Kansas City regional center lease and $2.9 million of acquisition related costs.

Non-GAAP Reconciliations 30 Our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted) are non-GAAP financial measures. These non-GAAP measures are calculated excluding the impact of specified items such as restructuring, acquisition costs, and losses from divestiture. We believe that these measures provide useful information to investors and include them within our internal reporting to our chief operating decision maker. Accordingly, the discussion of our results of operations includes discussion on the changes in our adjusted income (loss) from operations, adjusted operating margin - excluding specified items, adjusted net income and adjusted net income per share (diluted). The reconciliation of these non-GAAP measures are presented below (in thousands except per share data): Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025 NAST Global Forwarding All Other and Corporate Consolidated NAST Global Forwarding All Other and Corporate Consolidated Income (loss) from operations $ 172,878 $ 49,021 $ (1,063) $ 220,836 $ 480,540 $ 143,294 $ (10,226) $ 613,608 Severance and other personnel expenses 1,199 8,403 126 9,728 1,876 10,979 1,948 14,803 Other selling, general, and administrative expenses 75 127 (176) 26 75 127 7,672 7,874 Total adjustments to income (loss) from operations(1) 1,274 8,530 (50) 9,754 1,951 11,106 9,620 22,677 Adjusted income (loss) from operations $ 174,152 $ 57,551 $ (1,113) $ 230,590 $ 482,491 $ 154,400 $ (606) $ 636,285 Adjusted gross profit $ 444,139 $ 191,755 $ 70,183 $ 706,077 $ 1,294,711 $ 563,964 $ 213,721 $ 2,072,396 Adjusted income (loss) from operations 174,152 57,551 (1,113) 230,590 482,491 154,400 (606) 636,285 Adjusted operating margin - excluding specified items 39.2% 30.0% N/M 32.7% 37.3% 27.4% N/M 30.7% $ in 000's per share $ in 000's per share Net income and per share (diluted) $ 162,987 $ 1.34 $ 450,760 $ 3.71 Restructuring and related costs, pre-tax 9,930 0.07 20,070 0.16 (Gain) loss on divestiture, pre-tax (176) — 2,607 0.02 Tax effect of adjustments (2,449) (0.01) (4,480) (0.03) Adjusted net income and per share (diluted) $ 170,292 $ 1.40 $ 468,957 $ 3.86 1. The three months ended September 30, 2025 includes severance and other personnel expenses of $9.7 million related to workforce reductions. The nine months ended September 30, 2025 includes severance and other personnel expenses of $14.8 million primarily related to workforce reductions and $7.9 million of other charges, which includes a $6.3 million impairment charge on our Kansas City regional center lease.

2024 INVESTOR DAY Thank you INVESTOR RELATIONS: Chuck Ives 952-683-2508 chuck.ives@chrobinson.com

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