C. H. Robinson Worldwide reports $5.36 billion in revenue for Q3 2026

Cover page 3 changes

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For the Quarterly Period Ended June September 30, 2026

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Indicate by check mark whether the registrant has submitted electronically every Interactive Date Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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As of July 29, October 28, 2026, the number of shares outstanding of the registrant s Common Stock, par value $0.10 per share, was 116,851,258 115,941,629 .

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Financial Statements (Unaudited) 4 changes

Condensed Consolidated Balance Sheets as of June Sept ember 30, , 2026 and December 31, 2025

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Nine Months Ended June September 30, , 2026 and 2025

Condensed Consolidated Statements of Stockholders' Investment for the Three and Six Nine Months Ended June September 30, 2026 and 2025

Condensed Consolidated Statements of Cash Flows for the Six Nine Months Ended June 3 0 , Septe mber 30, 2026 and 2025

Financial statements 152 changes

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Total assets $ 5,843,506 $ 5,058,381

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 154,590 193,132 $ 160,871

Receivables, net of allowance for credit loss of $ 15,323 15,530 and $ 14,420

Contract assets, net of allowance for credit loss 230,598 290,924 156,441

Prepaid expenses and other 120,563 98,832 120,402

Total current assets 3,560,900 4,130,069 2,798,543

Property and equipment, net of accumulated depreciation and amortization 108,492 102,297 116,362

Goodwill 1,508,335 1,509,571 1,457,976

Other intangible assets, net of accumulated amortization 38,738 36,359 18,174

Right-of-use lease assets 261,199 246,837 278,323

Deferred tax assets 269,038 267,541 293,455

Other assets 96,804 96,781 95,548

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

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Outstanding checks 23,226 30,981

Compensation 120,754 188,838

Transportation expense 188,259 120,708

Income taxes 6,415 33,745

Accounts payable $ 1,663,596 1,938,433 $ 1,210,295

Outstanding checks 30,979 30,981

Compensation 189,766 188,838

Transportation expense 236,322 120,708

Income taxes 11,780 33,745

Other accrued liabilities 178,658 182,394 174,955

Current lease liabilities 70,654 69,357 72,180

Current portion of debt 425,818

Total current liabilities 2,251,562 3,084,849 1,831,702

Long-term debt 1,685,017 1,443,491 1,089,438

Noncurrent lease liabilities 216,900 213,720 233,768

Noncurrent income taxes payable 38,499 42,348 34,875

Deferred tax liabilities 21,383 22,830 21,526

Other long-term liabilities 2,455 2,829 1,425

Total liabilities 4,215,816 4,810,067 3,212,734

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Common stock, $ 0.10 par value, 480,000 shares authorized; 179,199 and 179,199 shares issued, 117,113 115,937 and 118,429 outstanding

Additional paid-in capital 710,902 736,146 734,261

Retained earnings 6,254,765 6,378,495 6,071,118

Accumulated other comprehensive loss ( 77,706 75,378 ) ( 77,674 )

Treasury stock at cost ( 62,086 63,262 and 60,770 shares)

Total stockholders investment 1,627,690 1,579,388 1,845,647

Total liabilities and stockholders investment $ 5,843,506 6,389,455 $ 5,058,381

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Three Months Ended June 30, Six Months Ended June 30,

Transportation $ 4,524,773 $ 3,746,660 $ 8,168,484 $ 7,468,575

Sourcing 409,325 389,883 778,548 714,708

Total revenues 4,934,098 4,136,543 8,947,032 8,183,283

Purchased transportation and related services 3,828,412 3,092,641 6,843,722 6,174,011

Purchased products sourced for resale 367,720 350,671 704,851 642,953

Personnel expenses 338,472 335,322 691,195 683,875

Other selling, general, and administrative expenses 143,751 141,990 275,835 289,672

Total costs and expenses 4,678,355 3,920,624 8,515,603 7,790,511

Income from operations 255,743 215,919 431,429 392,772

Interest and other income/expense, net ( 17,878 ) ( 22,026 ) ( 26,891 ) ( 42,077 )

Income before provision for income taxes 237,865 193,893 404,538 350,695

Provision for income taxes 51,079 41,422 70,519 62,922

Net income 186,786 152,471 334,019 287,773

Other comprehensive income (loss) 399 28,085 ( 32 ) 38,520

Comprehensive income $ 187,185 $ 180,556 $ 333,987 $ 326,293

Basic net income per share $ 1.58 $ 1.27 $ 2.80 $ 2.39

Diluted net income per share $ 1.56 $ 1.26 $ 2.78 $ 2.37

Basic weighted average shares outstanding 118,565 120,244 119,181 120,605

Diluted weighted average shares outstanding 119,751 121,025 120,350 121,442

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

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

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

Purchased products sourced for resale 312,735 318,086 1,017,586 961,039

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

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

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

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

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

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

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

Net income 198,469 162,987 532,488 450,760

Other comprehensive income (loss) 2,328 ( 2,772 ) 2,296 35,748

Comprehensive income $ 200,797 $ 160,215 $ 534,784 $ 486,508

Basic net income per share $ 1.69 $ 1.36 $ 4.49 $ 3.75

Diluted net income per share $ 1.67 $ 1.34 $ 4.45 $ 3.71

Basic weighted average shares outstanding 117,499 119,887 118,616 120,363

Dilutive effect of outstanding stock awards 1,186 781 1,169 837 1,233 1,462 1,168 1,050

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and 72 more changes in the filing

Note 2: GOODWILL AND OTHER INTANGIBLE ASSETS 13 changes

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Foreign currency translation 2,350 ( 1,149 ) 116 1,317

Balance, June 30, 2026

Foreign currency translation 3,459 ( 858 ) 168 2,769

Balance, September 30, 2026

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There were no changes in circumstances or events identified in the second third quarter of 2026 that would indicate an interim impairment analysis was required for any of our remaining reporting units as of June September 30, 2026.

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Customer relationships $ 71,600 $ ( 49,762 52,141 ) $ 21,838 19,459 $ 72,109 $ ( 62,535 ) $ 9,574

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Total intangibles $ 88,500 $ ( 49,762 52,141 ) $ 38,738 36,359 $ 80,709 $ ( 62,535 ) $ 18,174

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Three Months Ended June 30, Six Months Ended June 30,

Amortization expense $ 1,964 $ 2,574 $ 4,336 $ 5,111

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

Amortization expense $ 2,380 $ 2,571 $ 6,716 $ 7,682

Finite-lived intangible assets as of June September 30, 2026 will be amortized over their remaining lives as follows (in thousands):

Remainder of 2026 $ 4,758 2,379

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Note 3: FAIR VALUE MEASUREMENT 2 changes

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We may seek to manage our exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts. Foreign currency forward contracts are accounted for at fair value with the recognition of all derivative instruments as either assets or liabilities on the balance sheet, and changes in fair value recognized in interest and other income/expenses, net in the consolidated statements of operations and comprehensive income. These contracts are accounted for as non-designated hedges pursuant to ASC Topic 815, Derivatives and Hedging. Foreign currency forward contracts are classified under Level 2 of the fair value hierarchy and are measured using market-based rates. The impact of foreign currency forward contracts was not material as of and for the three and six nine months ended June September 30, 2026.

We had no other assets or liabilities measured at fair value on a recurring basis that were classified as Level 2 or Level 3 as of and during the periods ended June September 30, 2026, and December 31, 2025. There were no transfers between levels during the period.

Note 4: FINANCING ARRANGEMENTS 15 changes

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2025 Maturity June 30,

2025 Maturity September 30,

Revolving credit facility 4.74 5.00 % 4.82 % November 2027 $ 325,000 520,000 $

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4.55 % 4.59 % August 2027 436,763 166,654

4.81 % 4.59 % August 2027 425,818 166,654

4.20 % 4.20 % April 2028 598,254 598,491 597,784

Total debt 1,869,309 1,089,438

Less: Current maturities and short-term borrowing ( 425,818 )

Long-term debt $ 1,685,017 1,443,491 $ 1,089,438

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We have a senior unsecured revolving credit facility (the Credit Agreement ) with a total availability of $ 1 billion, which may be reduced by standby letters of credit. The Credit Agreement has a maturity date of November 19, 2027. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month Term SOFR plus a specified margin). As of June September 30, 2026, the variable rate equaled Term SOFR plus a credit spread adjustment of 0.10 percent plus 1.00 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of 0.09 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because they can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability.

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On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the Purchasers ). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $ 500 million of our Senior Notes Series A, Senior Notes Series B, and Senior Notes Series C (collectively, the Notes ). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $ 311.0 301.1 million on June September 30, 2026. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering our own risk. If the Notes were recorded at fair value, they would be classified as a Level 2 financial liability. Senior Notes Series A matured in August 2023.

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On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the Receivables Securitization Facility ). The Receivables Securitization Facility is based on the securitization of a portion of our U.S. trade accounts receivable with a total availability of $ 500 million as of June September 30, 2026. The interest rate on borrowings under the Receivables Securitization Facility is based on Term SOFR plus a credit spread adjustment of 0.10 percent plus 0.80 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of 0.20 percent.

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On August 12, 2025, we amended the Receivables Securitization Facility to extend the termination date of the facility to August 12, 2027. The total available availability remains $ 500 million, and we have the option to utilize an accordion feature, if needed, of an additional $ 250 million pursuant to the provisions of the Receivables Purchase Agreement, as amended by the Receivables Purchase Amendment.

On April 9, 2018, we issued senior unsecured notes ( Senior Notes ) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ 594.0 589.8 million as of June September 30, 2026, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $ 598.3 598.5 million as of June September 30, 2026.

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In addition to the above financing agreements, we have a $ 35 million discretionary line of credit with U.S. Bank, of which $ 22.8 million is utilized for standby letters of credit related to insurance collateral as of June September 30, 2026. These standby letters of credit are renewed annually and were undrawn as of June September 30, 2026.

Note 5: INCOME TAXES 15 changes

Three Months Ended June 30, Six Months Ended June 30,

A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows: below.

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

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Share-based payment awards ( 1.8 ) ( 0.4 ) ( 9.1 ) ( 2.9 )

Other 0.3 0.2 0.2 0.6

Effective income tax rate 21.5 % 21.4 % 17.4 % 17.9 %

State income taxes, net of federal benefit 2.1 2.3 3.3 2.4 2.7 2.3 2.2

Share-based payment awards ( 1.6 ) ( 3.8 ) ( 6.3 ) ( 3.3 )

Foreign tax credits ( 1.1 ) ( 1.9 2.0 ) ( 1.1 ) ( 1.9 2.0 )

Other U.S. tax credits and incentives ( 0.9 ) ( 1.6 2.0 ) 0.3 ( 0.8 1.2 ) ( 1.6 0.9 )

Foreign tax rate differential 0.4 0.6 1.3 0.5 0.8 ( 0.9 0.4 )

Section 162(m) limitations on compensation 1.5 1.2 3.6 1.4 1.6 2.8 1.5

Other ( 0.5 ) 0.6 0.7

Effective income tax rate 20.6 % 20.6 % 18.7 % 18.9 %

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As of June September 30, 2026, we had $ 38.5 42.3 million of unrecognized tax benefits and related interest and penalties. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2022.

Note 6: STOCK AWARD PLANS 16 changes

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Three Months Ended June 30, Six Months Ended June 30,

Stock awards 23,973 20,113 51,052 42,097

Company expense on ESPP discount 737 769 1,953 1,931

Total stock-based compensation expense $ 24,710 $ 20,882 $ 53,005 $ 44,028

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

Stock awards $ 27,239 $ 18,214 $ 78,291 $ 60,311

Company expense on ESPP discount 543 532 2,496 2,463

Total stock-based compensation expense $ 27,782 $ 18,746 $ 80,787 $ 62,774

On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the Plan ), authorizing the issuance of up to 4,261,884 shares pursuant to awards granted under the Plan. On May 8, 2025, the Plan was amended and restated, and our shareholders approved an increase in the number of shares authorized for issuance by 4,000,000 . The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units ( PSUs ) and shares, and time-based restricted stock units, to our key employees and non-employee directors. Shares subject to awards under the Plan or certain of our prior plans that expire or are canceled without delivery of shares or that are settled in cash generally may become available again for issuance under the Plan. There were 4,341,495 4,373,489 shares available for stock awards under the Plan as of June September 30, 2026.

Stock Options We have awarded stock options to certain key employees that vest primarily based on their continued employment. These awards are fully vested and there is no remaining unrecognized compensation expense related to stock options as of June September 30, 2026. The outstanding options have expiration dates between 2026 and 2030. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.

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We have awarded PSUs on an annual basis to certain key employees. These PSUs vest over a three-year period based on the achievement of certain cumulative dilutive diluted earnings per share targets. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.

We award time-based restricted stock units to certain key employees. These time-based awards are granted on an annual basis and vest over a three-year period. In 2023, we also granted retention awards, which vest over a one-year to three-year period. These awards vest primarily based on the passage of time and the employee s continued employment.

We granted 247,793 PSUs at target and 292,406 time-based restricted stock units in February 2026 that vest over a three-year period. The PSUs will vest upon achieving cumulative three-year dilutive diluted earnings per share targets and contain an upside opportunity of up to 200 percent. The PSUs and time-based restricted stock unit awards had a weighted average grant date fair value of $ 197.73 and provide for two-years two years of post-termination vesting upon a qualified retirement.

On May 29, 2026, we granted 8,714 time-based restricted stock units and 34,857 PSUs at target as a special equity award to our Chief Strategy and Innovation Officer. The time-based restricted stock units vest over a five-year period, with 20 percent vesting on each anniversary of the grant date and have a weighted average grant date fair value of $ 177.74 . The PSUs vest over a five-year performance period (fiscal years 2026 through 2030) based on the achievement of certain strategic growth and talent development milestones, together with an outperformance component tied to adjusted diluted earnings per share targets and have a weighted average grant date fair value of $ 177.74 .

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As of June September 30, 2026, there was unrecognized compensation expense of $ 226.3 197.6 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs. The amount of future expense to be recognized will be based on the passage of time and contingent upon obtaining certain targets mentioned above over their respective performance period.

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Three Months Ended June September 30, 2026

Note 7: LITIGATION 4 changes

Except as described below, we are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable and related insurance recoveries, but this amount is these amounts are not material to our condensed consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are often unable to estimate an amount or range of any reasonably possible additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our condensed consolidated financial position, results of operations, or cash flows.

On July 23, 2026, a jury verdict (the Verdict ) was rendered in Dallas County District Court in Texas, in the matter of Lipe v. Lupus Superior, LLC, et al. (the Lipe Matter ). The Verdict included a determination by the jury that we negligently hired Lupus Superior, LLC, an independent contractor motor carrier, in connection with the transportation of a shipment of our customer's freight that was involved in a tragic, catastrophic accident in March 2021. The Verdict attributed 23 percent of the total monetary damages of $ 604 million to us, with the remainder attributed to the third-party contract motor carrier, Lupus Superior, LLC, and the Lupus Superior, LLC truck driver. Notwithstanding this allocation, because the jury found us vicariously liable for the conduct of the motor carrier and its driver, we may be held jointly and severally liable for the entire $ 604 million of total monetary damages awarded plus $ 107 million of pre-judgment interest.

Based on knowledge of the facts, available insurance coverage, and the analysis of our internal and external counsel, an immaterial accrual was included in other accrued liabilities in the Company's consolidated balance sheet as of June September 30, 2026, with respect to the Lipe Matter. We do not believe it is probable that the full amount of the judgment will be sustained, and given the extreme nature of the Verdict, no reasonable estimate of a reasonably possible loss in excess of the immaterial accrual can be made. For the time period in question, we maintain liability and excess insurance policies with $ 155 million of coverage per occurrence, subject to a $ 5 million deductible.

The independent contractor motor carrier worked with many brokers and shippers, and the driver worked for the carrier. He did not communicate with C.H. Robinson, and we did not supervise, direct, or control his actions. C.H. Robinson does not employ or control drivers. We strongly disagree with the Verdict and believe the law and the facts support our position and intend to appeal immediately. if it is entered as final. No assurances can be provided as to the probability of success with respect to any post-trial motions or appeals relating to the Verdict, or as to the ultimate outcome of any such motions or appeals. The total cost associated with this matter, which may include interest, bonding-related costs, and legal and other professional fees, will depend on many factors, and the ultimate financial impact, as well as the timing of the ultimate resolution of this matter, are is difficult to predict.

Note 8: SEGMENT REPORTING 48 changes

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Three Months Ended June September 30, 2026

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Revenues from external customers $ 3,593,269 $ 896,604 $ 4,489,873

Revenues from external customers $ 3,829,223 $ 1,149,051 $ 4,978,274

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Segment operating income 189,845 60,970 250,815

Segment operating income 203,903 80,047 283,950

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Interest and other income/expenses, income/expense, net

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Three Months Ended June September 30, 2025

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Revenues from external customers $ 2,918,227 $ 797,800 $ 3,716,027

Revenues from external customers $ 2,965,694 $ 786,347 $ 3,752,041

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Segment operating income 163,991 51,330 215,321

Segment operating income 172,878 49,021 221,899

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Interest and other income/expenses, income/expense, net

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Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

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Revenues from external customers $ 6,540,592 $ 1,561,334 $ 8,101,926

Revenues from external customers $ 10,369,815 $ 2,710,385 $ 13,080,200

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Segment operating income 334,975 92,654 427,629

Segment operating income 538,878 172,701 711,579

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Interest and other income/expenses, income/expense, net

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Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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Revenues from external customers $ 5,786,647 $ 1,572,688 $ 7,359,335

Revenues from external customers $ 8,752,341 $ 2,359,035 $ 11,111,376

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Segment operating income 307,662 94,273 401,935

Segment operating income 480,540 143,294 623,834

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Interest and other income/expenses, income/expense, net

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Depreciation and amortization $ 4,763 $ 1,486 $ 16,320 $ 22,569

Average employee headcount 4,671 3,699 3,101 11,471

Three Months Ended June September 30, 2026

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

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

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Depreciation and amortization $ 4,815 $ 2,188 $ 17,863 $ 24,866

Average employee headcount 5,283 4,436 3,139 12,858

Three Months Ended June September 30, 2025

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

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

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Six Months Ended June 30, 2026

Depreciation and amortization $ 9,526 $ 3,421 $ 34,474 $ 47,421

Average employee headcount 4,732 3,767 3,100 11,599

Nine Months Ended September 30, 2026

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

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

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Six Months Ended June 30, 2025

Depreciation and amortization $ 9,624 $ 4,327 $ 36,557 $ 50,508

Average employee headcount 5,283 4,469 3,414 13,166

Nine Months Ended September 30, 2025

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

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

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Note 9: REVENUE FROM CONTRACTS WITH CUSTOMERS 15 changes

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Three Months Ended June September 30, 2026

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Total revenues $ 3,593,269 $ 896,604 $ 444,225 $ 4,934,098

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

Three Months Ended June September 30, 2025

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Total revenues $ 2,918,227 $ 797,800 $ 420,516 $ 4,136,543

Six Months Ended June 30, 2026

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

Nine Months Ended September 30, 2026

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Total revenues $ 6,540,592 $ 1,561,334 $ 845,106 $ 8,947,032

Six Months Ended June 30, 2025

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

Nine Months Ended September 30, 2025

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Total revenues $ 5,786,647 $ 1,572,688 $ 823,948 $ 8,183,283

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

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We typically do not receive consideration, and amounts are not due from our customers, prior to the completion of our performance obligation. As such, contract liabilities were not significant as of June September 30, 2026, and revenue recognized from contract liabilities for the three and six nine months ended June September 30, 2026 and 2025 was not significant. Contract assets and accrued expenses-transportation expense fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end.

Note 10: LEASES 26 changes

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Three Months Ended June 30, Six Months Ended June 30,

Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain we will exercise that option, although these occurrences are seldom. infrequent. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.

We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of June September 30, 2026.

Information regarding lease expense, remaining lease term, discount rate, and other select lease information are is presented below (dollars in thousands):

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

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Operating lease expense $ 19,607 $ 23,487 $ 41,483 $ 45,113

Short-term lease expense 469 672 1,108 2,199

Six Months Ended June 30,

Operating lease expense $ 19,712 $ 23,239 $ 61,195 $ 68,352

Short-term lease expense 850 1,413 1,958 3,612

Right-of-use asset impairments (1) (1)(2)

Total lease expense (2) (3)

(1) During the six three and nine months ended June September 30, 2025, 2026, we recognized a an additional $ 6.3 11.4 million impairment charge related to our Kansas City regional center lease which is included in All Other and Corporate. The impairment resulted from driven by the execution of a sublease agreement on a for the remaining portion of the facility. The impairment was determined by comparing the discounted cash flows of the head lease and sublease rental payments and is included in All Other right-of use asset impairment charges were associated with restructuring initiatives. and Corporate. Refer to Note 13, Restructuring, , for further discussion related to our restructuring programs.

(2) During the nine months ended September 30, 2025, we recognized a $ 6.3 million impairment charge related to our Kansas City regional center lease driven by the execution of a sublease agreement on approximately half of the building. The impairment was determined by comparing the discounted cash flows of the head lease and sublease rental payments and is included in All Other and Corporate. Refer to Note 13, Restructuring, for further discussion related to our restructuring programs.

(2) (3) Total lease expense is included within other selling, general, and administrative expenses in our condensed consolidated statements of operations and comprehensive income.

Nine Months Ended September 30,

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Operating cash flows from operating leases $ 43,706 64,935 $ 52,251 75,576

Right-of-use lease assets obtained in exchange for new lease liabilities 25,789 19,975 40,996 24,632

Lease Term and Discount Rate As of June September 30, 2026 As of December 31, 2025

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Weighted average discount rate 4.5 4.6 % 4.5 %

The maturities of lease liabilities as of June September 30, 2026, were as follows (in thousands):

1 unchanged paragraph

Remaining 2026 $ 38,723

Remaining 2026 $ 16,121

Total lease payments 319,633 315,828

Less: Interest ( 32,079 32,751 )

Present value of lease liabilities $ 287,554 283,077

Note 11: ALLOWANCE FOR CREDIT LOSSES 6 changes

Our allowance for credit losses is computed using a number of factors, including our past credit loss experience and our customers' credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant as of June September 30, 2026.

2 unchanged paragraphs

Write-offs ( 2,568 )

Balance, June 30, 2026

Write-offs ( 3,905 )

Balance, September 30, 2026

Recoveries of amounts previously written off were not significant for the three and six nine months ended June September 30, 2026.

Note 12: CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS 3 changes

Accumulated other comprehensive loss is included in Stockholders' Investment on our condensed consolidated balance sheets. The recorded balance on both June September 30, 2026, and December 31, 2025, was $ 75.4 million and $ 77.7 million, respectively. The recorded balance on June September 30, 2026, and December 31, 2025, is comprised solely of foreign currency adjustments, including foreign currency translation.

Other comprehensive income was $ 0.4 2.3 million for the three months ended June September 30, 2026, primarily driven by small fluctuations in a number of currencies. the Australian dollar and Singapore dollar, partially offset by fluctuations in the Polish zloty and euro. Other comprehensive income loss was $ 28.1 2.8 million for the three months ended June September 30, 2025, primarily driven by small fluctuations in the Singapore dollar, Euro, and Australian dollar. a number of currencies.

Other comprehensive loss income was nominal $ 2.3 million for the six nine months ended June September 30, 2026, as other comprehensive losses in the Euro and Polish zloty were largely offset primarily driven by other comprehensive income fluctuations in the Australian dollar and Singapore dollar, partially offset by fluctuations in the euro and Polish zloty. Other comprehensive income was $ 38.5 35.7 million for the six nine months ended June September 30, 2025, primarily driven by fluctuations in the Singapore dollar, euro, and Australian dollar.

Note 13: RESTRUCTURING 34 changes

4 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

We recognized restructuring charges of $ 7.5 16.1 million and $ 27.7 43.8 million in the three and six nine months ended June September 30, 2026, respectively, primarily related to workforce reductions and related personnel expenses in addition to asset impairments of facilities under operating leases. We expect to incur restructuring charges of $ 50 75 million to $ 75 100 million in total between from 2025 through early 2028 primarily related to severance and other personnel related personnel-related costs and impairments related to the early termination or abandonment of facilities under operating leases for the 2025 Restructuring Program. The amount and timing of the restructuring charges we will recognize depend upon multiple factors, such as the implementation and integration of automation and AI-driven solutions across targeted areas of the enterprise, natural employee turnover, and our ability to consolidate our global facilities. We paid $ 26.5 30.9 million of cash in the six nine months ended June September 30, 2026 related to the 2025 Restructuring Program.

A summary of charges related to our 2025 Restructuring Program are is presented below (in thousands):

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

2 unchanged paragraphs

Total $ 7,490 $ 3,881 $ 27,704 $ 3,881

Total $ 16,092 $ 9,930 $ 43,796 $ 13,811

2 unchanged paragraphs

The following tables summarizes summarize restructuring charges related to our 2025 Restructuring Program by reportable segment (in thousands):

Three Months Ended June September 30, 2026

1 unchanged paragraph

Personnel expenses $ 2,019 $ 2,998 $ 2,999 $ 8,016

Personnel expenses $ 1,762 $ 884 $ 937 $ 3,583

Other selling, general, and administrative expenses 138 ( 828 ) 164 ( 526 ) 218 33 12,258 12,509

Three Months Ended June September 30, 2025

1 unchanged paragraph

Personnel expenses $ 677 $ 2,576 $ 628 $ 3,881

Six Months Ended June 30, 2026

Personnel expenses $ 1,199 $ 8,403 $ 126 $ 9,728

Other selling, general, and administrative expenses 75 127 202

Nine Months Ended September 30, 2026

1 unchanged paragraph

Personnel expenses $ 18,053 $ 4,081 $ 4,652 $ 26,786

Six Months Ended June 30, 2025

Personnel expenses $ 19,815 $ 4,965 $ 5,589 $ 30,369

Other selling, general, and administrative expenses 180 599 139 918 398 632 12,397 13,427

Nine Months Ended September 30, 2025

1 unchanged paragraph

Personnel expenses $ 677 $ 2,576 $ 628 $ 3,881

Personnel expenses $ 1,876 $ 10,979 $ 754 $ 13,609

Other selling, general, and administrative expenses 75 127 202

3 unchanged paragraphs

Restructuring charges 26,786 918 27,704

Cash payments ( 26,245 ) ( 222 ) ( 26,467 )

Settled non-cash ( 418 ) ( 418 )

Restructuring charges 30,369 13,427 43,796

Cash payments ( 29,906 ) ( 1,022 ) ( 30,928 )

Settled non-cash ( 12,201 ) ( 12,201 )

1 unchanged paragraph

Balance, June 30, 2026 $ 4,233 $ 585 $ 4,818

Balance, September 30, 2026 $ 4,148 $ 514 $ 4,662

(1) Amounts are included within accrued expenses - compensation on the condensed consolidated balance sheet as of June September 30, 2026 and December 31, 2025.

1 unchanged paragraph

Note 14: DIVESTITURES 4 changes

2 unchanged paragraphs

The sale closed effective February 1, 2025. We received $ 27.7 million of consideration at closing, and $ 11.8 million in the first quarter of 2026, with and an additional $ 23.5 million in the third quarter of 2026. There is one remaining fixed installment payments payment due in 2026. the remaining consideration due fourth quarter of 2026 which is collateralized by the current and future accounts receivable of the Europe Surface Transportation business. There are no remaining assets and liabilities held for sale as of June September 30, 2026.

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

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

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Total $ ( 245 ) $ 1,438

3 unchanged paragraphs

Note 15: ACQUISITIONS 7 changes

DeSpir Logistics ( DeSpir )

On June 22, 2026, we acquired a 100 percent ownership interest in DeSpir, Logistics ( DeSpir ) a specialized provider of secure transportation solutions and cargo escort services for mission-critical, high-value freight across North America. Total purchase consideration, net of cash acquired, was approximately $ 77.8 million, which was paid in cash.

4 unchanged paragraphs

There was $ 49.0 48.8 million of goodwill recorded related to the acquisition of DeSpir. The DeSpir goodwill is a result of acquiring and retaining the DeSpir workforce and expected synergies from integrating its business into ours. Purchase accounting is considered preliminary. The results of operations of DeSpir have been included in our consolidated financial statements beginning on June 22, 2026.

On October 5, 2026, we announced that we have entered into a definitive agreement (the Merger Agreement ) under which we have agreed to acquire a 100 percent ownership interest in RXO in a stock-and-cash transaction. Under the terms of the Merger Agreement, RXO stockholders may elect to receive either (i) the standard mixed consideration consisting of $ 17.25 in cash and 0.0856 shares of C.H. Robinson common stock, (ii) all-cash consideration of $ 30.25 per share or (iii) all-stock consideration of 0.1992 shares of C.H. Robinson common stock, in each case subject to proration and adjustment procedures designed to ensure that, in aggregate, approximately 57 percent of the merger consideration is paid in cash and 43 percent is paid in shares of C.H. Robinson common stock.

The acquisition of RXO brings together two complementary networks and diversifies and strengthens our multi-modal platform to accelerate growth and increase penetration across all modes and segments. Combining both companies robust trucking brokerage and managed transportation businesses, along with our global forwarding and RXO s strengths in expedited and last mile services, will create a more comprehensive offering for our customers across a larger and denser network. Upon completion of the transaction, we will integrate RXO primarily into our NAST reportable segment.

The merger, which was unanimously approved by the Boards of both companies, is expected to close in the first half of 2027 and is subject to customary closing conditions, including regulatory approval and approval by RXO s stockholders.

We expect to finance the cash consideration with new debt financing and have entered into a fully underwritten commitment (the commitment ) for a 364-day senior unsecured bridge term loan facility of up to $ 4.5 billion arranged by Morgan Stanley Senior Funding, Inc. The commitment is intended to finance a portion of the cash consideration, to refinance RXO s existing credit facility and to pay related fees and expenses, and to backstop amendments to our existing revolving credit facility and private placement notes. The commitments under the bridge facility are reduced by, among other things, the net proceeds of any notes offering, the commitments under any term loan facility, and the effectiveness of those amendments. Subsequent to the third quarter of 2026, we entered into the Fifth Amendment to our existing $ 1.0 billion revolving credit facility, which, among other things, permits the RXO acquisition and the related financing transactions and modifies certain financial covenant provisions in anticipation of the increased indebtedness expected to be incurred in connection with the RXO acquisition, including a temporary increase in the maximum permitted net leverage ratio following the closing of the acquisition. Upon the effectiveness of the Fifth Amendment, the portion of the commitment backstopping our revolving credit facility terminated, reducing the commitments under the bridge facility to $ 3.5 billion. The portion of the commitment backstopping our private placement notes will terminate upon the effectiveness of an amendment to the note purchase agreement governing those notes, which we expect to complete in the fourth quarter of 2026.

MD&A 255 changes

2 unchanged paragraphs

Our Quarterly Report on Form 10-Q, including this discussion and analysis of our financial condition and results of operations and our disclosures about market risk, contains certain forward-looking statements. Forward-looking statements in this Quarterly Report 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 identifying financing the cash consideration, including our ability to obtain new debt financing within the anticipated timing and completing suitable acquisitions; 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; 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 artificial intelligence technologies; risks associated with cybersecurity events; and other risks and uncertainties, including those described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 13, 2026, as well as the updates to these risk factors included in Part II Item 1A, Risk Factors, herein.

4 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Transportation $ 4,524,773 $ 3,746,660 $ 8,168,484 $ 7,468,575

Sourcing 409,325 389,883 778,548 714,708

Total revenues 4,934,098 4,136,543 8,947,032 8,183,283

Purchased transportation and related services 3,828,412 3,092,641 6,843,722 6,174,011

Purchased products sourced for resale 367,720 350,671 704,851 642,953

Direct internally developed software amortization 12,038 13,681 25,900 29,347

Total direct costs 4,208,170 3,456,993 7,574,473 6,846,311

Gross profits / Gross profit margin 725,928 14.7% 679,550 16.4% 1,372,559 15.3% 1,336,972 16.3%

Adjusted gross profits / Adjusted gross profit margin $ 737,966 15.0% $ 693,231 16.8% $ 1,398,459 15.6% $ 1,366,319 16.7%

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

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

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

Purchased products 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 profits / 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 12,038 13,681 25,900 29,347 12,860 14,420 38,760 43,767

Adjusted gross profits / Adjusted gross profit margin $ 808,434 15.1% $ 706,077 17.1% $ 2,206,893 15.4% $ 2,072,396 16.8%

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Total revenues $ 4,934,098 $ 4,136,543 $ 8,947,032 $ 8,183,283

Income from operations 255,743 215,919 431,429 392,772

Operating margin 5.2% 5.2% 4.8% 4.8%

Adjusted gross profits $ 737,966 $ 693,231 $ 1,398,459 $ 1,366,319

Income from operations 255,743 215,919 431,429 392,772

Adjusted operating margin 34.7% 31.1% 30.9% 28.7%

The North American surface transportation market continued to tighten during the second quarter of 2026, extending the trend that emerged in late 2025 and accelerated in early 2026. Carrier capacity contracted further as regulatory enforcement activity impacting driver availability, combined with elevated operating costs, continued to strain capacity. These supply-side dynamics, rather than a meaningful recovery in underlying freight demand, remained the primary driver of higher transportation rates, with truckload spot rates rising sharply on a year-over-year basis. Seasonal produce and beverage demand, along with disruptive events such as the International Roadcheck enforcement period, further tightened regional capacity and contributed to temporary spikes in spot rates. As truckload rates increased, some shippers shifted freight to less-than-truckload solutions to improve transportation efficiency and manage costs, contributing to stronger demand trends in portions of the less than truckload ( LTL ) market. In addition, escalating geopolitical tensions in the Middle East disrupted global oil flows and drove diesel fuel prices to multi-year highs during the quarter before easing later in the period, adding further cost pressure and volatility to all-in transportation rates. Underlying freight demand remained subdued, and industry freight volumes, as measured by the Cass Freight Index, declined 3.3 percent in the second quarter of 2026 compared to the second quarter of 2025.

During the second quarter of 2026, the global forwarding market remained driven primarily by supply-side dynamics rather than underlying demand conditions. Market conditions were shaped by intensifying geopolitical disruption, elevated fuel costs, and ocean carriers' continued capacity management actions, including blank sailings. Ongoing conflict in the Middle East severely constrained transits and continued the rerouting of Asia-to-Europe vessels around the Cape of Good Hope, which continues to extend transit times and reduced effective capacity. Ocean freight rates rose sharply during the second quarter of 2026 as these supply-side pressures, combined with the early onset of peak-season demand and customer front-loading of holiday and retail inventory, outpaced available capacity. Rate increases were further amplified by conflict and fuel-related surcharges, rather than by a broad-based recovery in underlying freight demand. The air freight market experienced a similar supply-driven tightening, as airspace restrictions and reduced carrier operations in the Middle East contracted global cargo capacity, lengthened flight routings, and increased operating costs, although capacity began to stabilize late in the quarter. These constraints, together with a sharp increase in jet fuel prices, drove air freight rates meaningfully higher during the quarter.

Our global forwarding results in the second quarter of 2026 were largely in-line with the market trends discussed above. Our ocean freight shipments increased 1.0 percent compared to the second quarter of 2025, as early onset peak-season demand and customer front-loading of holiday and retail inventory supported volumes, even as carrier blank sailings and the continued rerouting of vessels related to Middle East conflicts continued to reduce effective capacity. This modest increase was achieved against a volatile second quarter of 2025 that was heavily impacted by significant policy shifts and changing global tariff rates. Our air freight tonnage decreased 7.5 percent compared to the second quarter of 2025, reflecting a supply-driven contraction in global cargo capacity from Middle East airspace restrictions and reduced carrier operations, which elevated air freight rates and constrained demand during the quarter.

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

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 profits $ 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%

The North American surface transportation market remained tight during the third quarter of 2026. Truckload spot rates eased from peak levels experienced early in the quarter as supply pressures moderated and uneven consumer spending limited demand, resulting in more typical seasonal trends. However, truckload rates remained elevated compared to the third quarter of 2025, and contract rates continued to adjust higher. Elevated insurance costs, stricter driver requirements, federal enforcement actions, and other operating challenges continue to remove carrier capacity from the market. These supply-side dynamics, rather than a meaningful recovery in underlying freight demand, remained the primary driver of elevated transportation rates and left the market more sensitive to disruptions because there is less available capacity to absorb sudden changes in freight demand. In the less than truckload ( LTL ) market, conditions remained stable although the elevated cost of truckload capacity continued to shift freight to LTL. Diesel fuel prices remained elevated, adding further cost pressure to all-in transportation rates. Underlying freight demand remained muted, although volumes showed early signs of stabilization late in the quarter. Industry freight volumes, as measured by the Cass Freight Index, declined 0.3 percent in the third quarter of 2026 compared to the third quarter of 2025.

One of the key metrics we use to measure market conditions is the truckload routing guide depth from our Managed Solutions business. This metric measures the average number of carriers contacted before securing a transportation provider. A routing guide depth of 1 would be perfect performance and 2 would be extremely poor. The average routing guide depth in the second third quarter of 2026 was 1.4 1.5 compared to 1.3 1.2 in the second third quarter of 2025, reflecting a further tightening of the market compared to the prior year.

During the third quarter of 2026, the global forwarding market continued to be shaped primarily by supply-side dynamics rather than underlying demand conditions, although trends varied by trade lane. Ocean peak-season demand began earlier than usual, and while global vessel capacity was generally sufficient to meet demand, operational disruptions and ocean carriers continued capacity management actions, including blank sailings, constrained effective capacity and disrupted vessel schedules. These conditions pushed Trans-Pacific ocean rates higher in the quarter. On Asia-to-Europe trade lanes, ocean carriers gradually increased transits through the Suez Canal, restoring some effective capacity. Overall, ocean freight rates remained significantly higher than the third quarter of 2025, when excess vessel capacity, softening consumer demand, and shifting tariff policies contributed to substantially lower rates across many trade lanes. The air freight market remained uneven, with capacity available on many lanes, while demand for technology-related cargo, including artificial intelligence infrastructure equipment, tightened capacity on certain trade lanes in the quarter. Continued conflict in the Middle East affected airspace availability and flight routings and contributed to significantly higher jet fuel prices, which kept air freight rates elevated compared to the third quarter of 2025.

Looking ahead, conflict-related disruptions in the Middle East, including the potential for renewed disruption to Red Sea transits, the pace of new capacity normalization, entering the market, and evolving trade and tariff policy are likely to continue to drive volatility in ocean and air freight pricing in the near term, although the ultimate extent and duration remain uncertain.

Our surface transportation business continued to operate in a rising cost environment during the second third quarter of 2026, as discussed in the market trends section. As a result of these tightening tight market conditions, our average truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 29.0 33.5 percent during the second third quarter of 2026 compared to the second third quarter of 2025. Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, increased approximately 25.5 31.5 percent during the second third quarter of 2026 compared to the second third quarter of 2025. The sharper acceleration in cost relative to rate reflected the supply-driven tightening described above, as carrier capacity contraction and diesel fuel price volatility drove costs higher faster than contractual rates could reprice. In truckload, Our truckload adjusted gross profit per transaction declined modestly, increased approximately 17.0 percent, as we worked with the continued advancement of our customers dynamic pricing and costing capabilities allowed us to honor capitalize on the elevated spot market conditions during the third quarter of 2026, in addition to improvements in our contractual commitments while actively portfolio resulting from our continued repricing contractual rates efforts to reflect the changing market dynamics and also capture higher-margin opportunities in the spot market. rising cost environment. Our combined North American Surface Transportation ( NAST ) truckload and LTL volume increased approximately 1.5 3.5 percent year-over-year in the second third quarter of 2026, outperforming the Cass Freight Index, which declined 3.3 0.3 percent compared to the second third quarter of 2025.

Our global forwarding results in the third quarter of 2026 were largely in line with the market trends discussed above. Our ocean freight shipments increased 2.0 percent compared to the third quarter of 2025, as earlier-than-usual peak-season demand supported volumes, even as ocean carriers continued capacity management actions, including blank sailings, and operational disruptions constrained effective capacity and disrupted vessel schedules. Ocean freight rates were significantly higher than in the third quarter of 2025, when excess vessel capacity, softening consumer demand, and shifting trade policies contributed to substantially lower rates. Our air freight tonnage decreased 4.0 percent compared to the third quarter of 2025, reflecting uneven market conditions and the continued impact of Middle East conflict on airspace availability and flight routings. The higher ocean and air freight rates contributed to a 46.1 percent increase in our global forwarding total revenues and a 56.0 percent increase in our purchased transportation and related services costs compared to the third quarter of 2025.

1 unchanged paragraph

Total revenues increased 19.3 percent to $4.9 billion, primarily driven by higher pricing in our truckload, LTL, air, and ocean services.

Other selling, general, and administrative ( SG&A ) expenses increased 1.2 percent to $143.8 million primarily due to increases across several expense categories.

The following summarizes select second third quarter 2026 year-over-year operating comparisons to the second third quarter of 2025:

Total revenues increased 29.5 percent to $5.4 billion, primarily driven by higher pricing in our truckload, ocean, LTL, and air services and higher volume in our truckload services.

Gross profits increased 6.8 15.0 percent to $725.9 $795.6 million. Adjusted gross profits increased 6.5 14.5 percent to $738.0 $808.4 million, primarily driven by higher adjusted gross profit per transaction in our LTL and truckload, ocean, air and LTL services and higher volume in our truckload and LTL services.

Personnel expenses increased 0.9 3.1 percent to $338.5 $360.3 million, primarily due to higher incentive compensation reflecting our strong operating performance. This was partially offset by cost optimization efforts, and productivity improvements, and lower restructuring charges. Average employee headcount decreased 10.8 10.4 percent.

Other selling, general, and administrative ( SG&A ) expenses increased 29.7 percent 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 increased 18.4 23.1 percent to $255.7 $271.8 million, due to the increase in adjusted gross profit, partially offset by the increase in operating expenses.

Adjusted operating margin of 34.7 33.6 percent increased 360 230 basis points.

Interest and other income/expense, net totaled $17.9 $21.7 million of expense, consisting primarily of $16.9 $20.4 million of interest expense, which increased $0.1 $4.7 million versus last year due to a higher average debt balance, partially offset by lower variable interest rates. The second third quarter of 2026 results also include a $1.4 $2.1 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

The effective tax rate in the quarter was 21.5 percent compared to 21.4 20.6 percent, in consistent with the second third quarter last year.

Net income totaled $186.8 $198.5 million, an increase of 22.5 21.8 percent from a year ago.

Diluted earnings per share increased 23.8 24.6 percent to $1.56. $1.67.

Cash flow from operations decreased $229.2 $380.5 million, primarily driven by a sequential increase in net operating working capital.

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

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

1 unchanged paragraph

Transportation $ 4,524,773 $ 3,746,660 20.8 % $ 8,168,484 $ 7,468,575 9.4 %

Sourcing 409,325 389,883 5.0 % 778,548 714,708 8.9 %

Total revenues 4,934,098 4,136,543 19.3 % 8,947,032 8,183,283 9.3 %

Purchased transportation and related services 3,828,412 3,092,641 23.8 % 6,843,722 6,174,011 10.8 %

Purchased products sourced for resale 367,720 350,671 4.9 % 704,851 642,953 9.6 %

Personnel expenses 338,472 335,322 0.9 % 691,195 683,875 1.1 %

Other selling, general, and administrative expenses 143,751 141,990 1.2 % 275,835 289,672 (4.8) %

Total costs and expenses 4,678,355 3,920,624 19.3 % 8,515,603 7,790,511 9.3 %

Income from operations 255,743 215,919 18.4 % 431,429 392,772 9.8 %

Interest and other income/expense, net (17,878) (22,026) (18.8) % (26,891) (42,077) (36.1) %

Income before provision for income taxes 237,865 193,893 22.7 % 404,538 350,695 15.4 %

Provision for income taxes 51,079 41,422 23.3 % 70,519 62,922 12.1 %

Net income $ 186,786 $ 152,471 22.5 % $ 334,019 $ 287,773 16.1 %

Diluted net income per share $ 1.56 $ 1.26 23.8 % $ 2.78 $ 2.37 17.3 %

Average employee headcount 11,471 12,858 (10.8) % 11,599 13,166 (11.9) %

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 %

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

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and 175 more changes in the filing

Market risk 1 change

Refer to the company s 2025 Annual Report on Form 10-K for a discussion on of the company s market risk. As of June September 30, 2026, there were no material changes in market risk from those disclosed in the company s 2025 Annual Report on Form 10-K.

Controls and procedures 2 changes

2 unchanged paragraphs

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June September 30, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June September 30, 2026.

1 unchanged paragraph

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the three months ended June September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 5 changes

5 unchanged paragraphs

The proposed acquisition of RXO may not be completed on the anticipated terms or timing, or at all, and the pendency of the transaction could adversely affect our business. On October 4, 2026, we entered into a definitive agreement to acquire RXO, Inc. Completion of the transaction is subject to a number of conditions, including approval by RXO s stockholders, the receipt of required regulatory approvals and clearances, and the satisfaction or waiver of other customary closing conditions. We cannot provide assurance that these conditions will be satisfied or waived, that required regulatory approvals will be obtained on the anticipated timeline or without the imposition of conditions, limitations or remedies, or that the transaction will be completed on the anticipated terms or timing, or at all.

Governmental authorities may delay or refuse to approve the transaction or may condition approval on actions, restrictions or other terms that could delay completion of the transaction, reduce its anticipated benefits or, in certain circumstances, prevent completion. The transaction may also result in litigation or other regulatory proceedings, which could delay or prevent completion of the transaction or result in additional costs. In addition, events or circumstances may arise that could result in the termination of the merger agreement. If the transaction is delayed or not completed, we may nevertheless incur significant transaction, financing and other costs, and the market price of our common stock could be adversely affected.

The pendency of the transaction may also create uncertainty among customers, carriers, employees and other business partners; impair our ability to attract, retain and motivate key personnel; divert management attention from our ongoing business; and affect our operating results or business relationships. Any of these matters could adversely affect our business, financial condition, results of operations or prospects, whether or not the transaction is completed.

We expect to finance the cash portion of the merger consideration with new debt and have obtained a $4.5 billion bridge facility commitment to support that financing. If permanent financing is not available when anticipated or on anticipated terms, we may be required to draw on the bridge facility, which could further increase our borrowing costs.

If the transaction is completed, we may encounter difficulties or incur costs in integrating RXO s operations, systems, personnel and business relationships, and the anticipated benefits and synergies of the transaction may not be realized, may be realized later than expected or may be less than anticipated. Any such difficulties could adversely affect our business, financial condition, results of operations or prospects.

Unregistered sales of stock 14 changes

The following table provides information about company purchases of common stock during the quarter ended June September 30, 2026:

1 unchanged paragraph

Plans or Programs (2) (2)(3)

1 unchanged paragraph

April 1, 2026 April 30, 2026 345,337 $ 175.52 341,600 2,096,330

May 1, 2026 May 31, 2026 637,412 162.92 618,400 1,477,930

June 1, 2026 June 30, 2026 368,516 166.51 306,000 1,171,930

Second Quarter 2026 1,351,265 $ 167.12 1,266,000 1,171,930

Share Repurchase Authorization Remaining (3)

July 1, 2026 July 31, 2026 390,474 $ 187.18 372,629 799,301 $ 2,000,000,000

August 1, 2026 August 31, 2026 512,092 147.82 496,273 303,028 2,000,000,000

September 1, 2026 September 30, 2026 416,300 150.63 411,100 1,983,895,506

Third Quarter 2026 1,318,866 $ 160.36 1,280,002 $ 1,983,895,506

(1) The total number of shares purchased based on trade date includes: (i) 1,266,000 1,280,002 shares of common stock purchased under the authorization authorizations described below; and (ii) 85,265 38,864 shares of common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.

(2) In December 2021, the Board of Directors increased the number of shares authorized for repurchase by 20,000,000 shares. As of June September 30, 2026, there were 1,171,930 no shares remaining for future repurchases Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs. under this authorization.

(3) On October 28, 2025, the Board of Directors approved an additional a $2.0 billion of authorization under the company s share repurchase program. As of September 30, 2026, $1,983,895,506 remained available for future repurchases. Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs. The stock repurchase program does not obligate the company to acquire any amount of common stock and shall expire or terminate at the Board's discretion.

Other information 2 changes

Except as follows, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K during the three months ended June September 30, 2026.

On August 28, 2026 , Michael Castagnetto , our President of North American Surface Transportation , adopted a prearranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act, for the sale of shares of our common stock. Mr. Castagnetto s Rule 10b5-1 plan was entered into during an open trading window according to the Company s policies regarding transactions in the Company s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Mr. Castagnetto s Rule 10b5-1 plan provides for the potential sale of up to 2,931 shares of our common stock, so long as the market price of our common stock is higher than certain minimum threshold prices specified in Mr. Castagnetto s Rule 10b5-1 plan, between December 31, 2026 and January 15, 2027 .

Exhibits 5 changes

1 unchanged paragraph

10.1 Performance Stock Unit Award for Arun Rajan (incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on June 2, 2026)

4 unchanged paragraphs

5 unchanged paragraphs

and 4 more changes in the filing