CHRW: Material agreement · Company disclosure

Item 1.01 Entry into a Material Definitive Agreement. On October 4, 2026, C.H. Robinson Worldwide, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with RXO, Inc., a Delaware corporation (“ RXO ”), Rover Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“ Merger Sub 1 ”) and Viking Logistics LLC, a Delaware limited liability company and a direct or indirect wholly owned subsidiary of the Company (“ NewCo ”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the closing, (i) Merger Sub 1 will merge with and into RXO (the “ First Merger ”), with RXO continuing as the surviving corporation in the First Merger (the “ RXO Surviving Company ”) and becoming a wholly owned subsidiary of the Company, and (ii) following the First Merger, the RXO Surviving Company will merge with and into NewCo (the “ Second Merger ”, and together with the First Merger, the “ Transaction ”), with NewCo continuing as the surviving company in the Second Merger (the “ NewCo Surviving Company ”) and becoming a wholly owned subsidiary of the Company. The First Merger and the Second Merger, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Merger Agreement is intended to constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code. The board of directors of the Company has unanimously approved and declared advisable the Merger Agreement and the Transaction. In addition, the board of directors of RXO (the “ RXO Board ”) has unanimously (i) determined that the terms of the Merger Agreement and the Transaction are fa