C. H. ROBINSON WORLDWIDE, INC.
For the period ended Oct 28, 2026. Filed Oct 28, 2026.
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Oct 28, 2026 · Filed Oct 28, 2026
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Contents
EX-99.2 · PROXY STATEMENT
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) %
- 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
- 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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