C. H. ROBINSON WORLDWIDE, INC.
For the period ended Sep 30, 2026. Filed Oct 30, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 30, 2026
CHRW$128.99+2.9%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-31.
0001043277-26-000031
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-30.
0001043277-26-000043
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 15 previous paragraphs and 20 current paragraphs.
12 unchanged; 3 reworded; 5 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Reworded paragraphs (3)
Previous wording
(1) The total number of shares purchased based on trade date includes: (i) 1,266,000 shares of common stock purchased under the authorization described below; and (ii) 85,265 shares of common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.
Current wording
(1) The total number of shares purchased based on trade date includes: (i) 1,280,002 shares of common stock purchased under the authorizations described below; and (ii) 38,864 shares of common stock surrendered to satisfy minimum statutory tax obligations under our stock incentive plans.
Previous wording
(2) In December 2021, the Board of Directors increased the number of shares authorized for repurchase by 20,000,000 shares. As of June 30, 2026, there were 1,171,930 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.
Current wording
(2) In December 2021, the Board of Directors increased the number of shares authorized for repurchase by 20,000,000 shares. As of September 30, 2026, there were no shares remaining for future repurchases under this authorization.
Previous wording
On October 28, 2025, the Board of Directors approved an additional $2.0 billion of authorization under the company’s share repurchase program. 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.
Current wording
(3) On October 28, 2025, the Board of Directors approved a $2.0 billion 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.