C.H. Robinson Worldwide, Inc. entered into a Fifth Amendment to its Credit Agreement on October 22, 2026. The amendment, executed by the Company, its guarantors, the required lenders, and U.S. Bank National Association as administrative agent, is intended to facilitate the previously announced acquisition of RXO, Inc.
Under the terms of the amendment, the acquisition of RXO is classified as a "Permitted Acquisition" and a "Material Acquisition" under the existing credit agreement. The agreement amends the calculation of Consolidated EBITDA for Material Acquisitions to be based on historical financial statements of the acquired business. Additionally, the net leverage covenant, which remains capped at a maximum ratio of 3.75 to 1.00, has been revised to eliminate a cap on cash netting. The amendment also provides that a Leverage Holiday will be deemed elected upon completion of the RXO Acquisition, allowing it to count as one of the two permitted Leverage Holidays.
The filing also includes the Company’s financial results for the quarter ended September 30, 2026. For the third quarter, total revenues increased 29.5% to $5.4 billion. Income from operations totaled $271.8 million, an increase of 23.1%, while diluted earnings per share (EPS) increased 24.6% to $1.67. Adjusted diluted EPS increased 28.6% to $1.80.
North American Surface Transportation (NAST) volume increased approximately 3.5% year-over-year, outpacing the Cass Freight Shipment Index for the 14th consecutive quarter. NAST truckload adjusted gross profit per shipment increased 17.0% year-over-year. The Company returned $289.1 million to shareholders during the quarter, an increase of 52.5%.
