C.H. Robinson Amends Credit Agreement to Accommodate RXO Acquisition & Reports Q3 Earnings

Overview & Event Summary

On October 28, 2026, C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW) filed a Form 8-K reporting two primary items:

1. Item 1.01 – Entry into a Material Definitive Agreement: Execution of the Fifth Amendment to its existing Credit Agreement.
2. Item 2.02 – Results of Operations and Financial Condition: Release of third-quarter 2026 financial results.

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Key Terms of the Credit Agreement Amendment (Fifth Amendment)

• Effective Date: October 22, 2026.
• Parties: C.H. Robinson Worldwide, Inc., subsidiary guarantors, required lenders, and U.S. Bank National Association as Administrative Agent.
• Acquisition Facilitation: Formally accommodates the previously announced acquisition of RXO, Inc. pursuant to the Agreement and Plan of Merger dated October 4, 2026, designating it as both a "Permitted Acquisition" and a "Material Acquisition."
• Consolidated EBITDA Calculation: Revises pro forma Consolidated EBITDA adjustments for Material Acquisitions to be based on the acquired target's historical financial statements filed with the SEC.
• Leverage Ratio Covenants & Adjustments:
  • Standard maximum Net Leverage Ratio remains at 3.75 to 1.00.
  • Eliminates the restriction/cap on unrestricted cash netting when determining Consolidated Funded Indebtedness.
  • Provides that upon closing of the RXO acquisition, a Leverage Holiday will be automatically deemed elected, temporarily stepping up the maximum Net Leverage Ratio ceiling to 4.25 to 1.00 (counting as one of two permitted holidays under the facility).

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Earnings Release (Item 2.02)

• The company published its earnings release and presentation deck for the quarter ended September 30, 2026 (furnished as Exhibits 99.1 and 99.2).

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Market & Strategic Implications

• Deal Certainty: The amendment removes potential covenant impediments under CHRW's revolving credit facility, improving execution certainty for the RXO, Inc. merger.
• Balance Sheet Flexibility: The removal of the cash netting cap together with the leverage ceiling increase to 4.25x provides CHRW with expanded headroom to fund cash consideration and absorb RXO debt.