RXO, Inc.

Current report

Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025.

Current report

Failure to complete the merger with C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) could negatively affect our stock price and our future business and financial results.

Current report

If the pending merger with C.H. Robinson is not completed for any reason, our business, financial condition and results of operations could be adversely affected and we would not realize any of the anticipated benefits of the transaction. In addition, we would be subject to a number of risks, including:

Current report

•negative reactions from the financial markets, including adverse effects on the market price of our common stock, particularly to the extent the current market price reflects an assumption that the merger will be completed;

Current report

•potential loss of customers, carriers, vendors and other business relationships;

Current report

•costs incurred in connection with the proposed merger, including legal, accounting, financial advisory, consulting and other transaction-related expenses, regardless of whether the merger is completed;

Current report

•the diversion of management’s attention and resources from the operation of our business and execution of our strategic initiatives; and

Current report

•potential challenges in retaining employees during the pendency of the merger.

Current report

If the Merger Agreement is terminated, there can be no assurance that an alternative transaction providing equivalent or greater value to stockholders will be available or completed on favorable terms, if at all.

Current report

Uncertainty regarding the proposed merger may adversely affect our ability to attract, retain and motivate employees and maintain relationships with customers, carriers, service providers and other business partners. Many employees may experience uncertainty regarding their future roles and responsibilities following the completion of the merger.

Current report

In addition, subject to specified exceptions, the Merger Agreement restricts our ability to take certain actions outside the ordinary course of business without the consent of C.H. Robinson. These restrictions may limit our ability to respond to changing market conditions, pursue strategic opportunities, enter into certain transactions or otherwise operate our business in the manner we would have absent the pending merger.

Current report

Stockholder litigation relating to the merger could prevent or delay the completion of the merger or otherwise adversely affect our business and results of operations.

Current report

The announcement and pendency of the merger may result in stockholder litigation. We may incur significant costs in connection with the defense or settlement of any claims that may be asserted, and such litigation could divert management’s attention and resources, result in substantial costs and expenses and, in certain circumstances, delay or prevent completion of the merger. Any such matters could adversely affect our financial condition, results of operations and cash flows.

Current report

We expect to continue to incur substantial costs related to the merger.

Current report

We expect to incur significant non-recurring expenses in connection with the proposed merger. These expenses include legal, accounting, financial advisory, consulting, regulatory, filing, printing and communication costs, as well as potential employee retention and severance-related costs. Many of these expenses are payable regardless of whether the merger is completed. As a result, the costs associated with the merger could have an adverse effect on our results of operations and cash flows.

Current report

Because the merger consideration is subject to election and proration procedures and includes shares of C.H. Robinson common stock, our stockholders cannot be certain of the form or value of the merger consideration they may receive.

Current report

Pursuant to the Merger Agreement, holders of our common stock may elect to receive cash consideration, stock consideration or a combination of cash and shares of C.H. Robinson common stock. However, such elections are subject to proration procedures designed to maintain the overall consideration mix contemplated by the Merger Agreement. In addition, because a portion of the merger consideration consists of shares of C.H. Robinson common stock, the value ultimately received by our stockholders will depend in part on the market price of C.H. Robinson common stock at the time the merger is completed. The market price of C.H. Robinson common stock may fluctuate significantly prior to the completion of the merger due to changes in market conditions, economic factors, industry conditions, operating performance or other factors, many of which are beyond our control. Consequently, the value of the merger consideration received by our stockholders upon completion of the merger could be greater than or less than the value implied by the transaction at the time the Merger Agreement was executed.

Current report

Regulatory approvals may not be received, may take longer than expected or may impose conditions that could adversely affect the combined company.

Current report

Completion of the merger is subject to the receipt of required antitrust clearances and other governmental and regulatory approvals, as well as the satisfaction of other closing conditions. Regulatory authorities may impose conditions, restrictions, obligations or requirements in connection with granting necessary approvals. Such conditions may delay completion of the merger, increase costs, limit the anticipated benefits of the transaction or otherwise adversely affect the operations, financial condition or prospects of the combined company.

Current report

There can be no assurance that all required regulatory approvals will be obtained on acceptable terms, within expected time periods or at all. In addition, completion of the merger is conditioned upon the absence of any law, order, injunction or other legal restraint prohibiting or making illegal the consummation of the transaction.

Current report

The Merger Agreement may be terminated, and the merger may not be completed.

Current report

The Merger Agreement contains a number of conditions that must be satisfied or waived before the merger can be completed. These conditions include, among others, approval of the merger by our stockholders, receipt of required regulatory approvals and the absence of legal restraints preventing completion of the transaction. In addition, each party’s obligation to consummate the merger is subject to other customary conditions, including the accuracy of the other party’s representations and warranties and compliance with its obligations under the Merger Agreement.

Current report

These conditions may not be satisfied in a timely manner or at all. Accordingly, there can be no assurance that the merger will be completed. Furthermore, the Merger Agreement may be terminated under specified circumstances, including by mutual agreement of the parties or by either party under certain conditions set forth in the agreement.

Current report

The anticipated benefits of the merger may not be realized fully or may take longer than expected to be realized.

Current report

The combined company’s ability to realize the anticipated benefits of the merger, including anticipated operational efficiencies and other strategic benefits associated with the combination, will depend in part on the successful integration of the two businesses. The integration of our business with that of C.H. Robinson may be more difficult, costly or time-consuming than expected and may result in unforeseen operating difficulties, increased expenses, disruptions to customer relationships, employee attrition, system integration challenges or other adverse consequences. In addition, factors outside the control of the parties, including market conditions, customer retention and competitive responses, may reduce or eliminate the anticipated benefits of the merger. Any failure to realize the expected benefits of the transaction could adversely affect the business, financial condition and results of operations of the combined company.

Current report

We may be required to pay a termination fee under certain circumstances, which could adversely affect our financial condition, results of operations and cash flows.

Current report

The Merger Agreement contains provisions requiring us to pay a termination fee of $175 million under specified circumstances. If the termination fee becomes payable, the payment could have an adverse effect on our financial condition, liquidity and results of operations. In addition, the potential obligation to pay the termination fee could discourage third parties from pursuing alternative transactions that may otherwise be favorable to our stockholders.

Current report

The Merger Agreement limits our ability to pursue alternative acquisition proposals and could discourage competing transactions that may be beneficial to our stockholders.

Current report

The Merger Agreement contains customary provisions that restrict our ability to solicit, initiate, knowingly encourage or facilitate alternative acquisition proposals from third parties. Although the Merger Agreement permits our Board of Directors, under certain circumstances and subject to specified conditions, to consider and respond to unsolicited acquisition proposals, these provisions may discourage third parties from making competing acquisition proposals. In addition, MFN Partners LP, which beneficially owns approximately 19% of our outstanding common stock, has agreed to vote its shares in favor of the merger, which may further discourage competing proposals. In addition, under certain circumstances, termination of the Merger Agreement in connection with an alternative transaction could require payment of the termination fee. As a result, the Merger Agreement may reduce the likelihood that our stockholders would receive a competing proposal that could be more favorable than the transaction contemplated by the Merger Agreement.

Previous report

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in the 2025 Form 10-K. There have been no material changes with respect to these risk factors.