2 paragraphs in Risk Factors of the 10-K filed Feb 13, 2026
with nothing like them in the 10-K filed Feb 14, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 81 Industrials companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
The industry is undergoing rapid technological change, including the emergence of disruptive technologies and accelerated adoption of automation and AI. Competitors are leveraging advanced digital platforms, AI-driven freight matching, and automation to improve efficiency and reduce costs. If we fail to maintain the pace, scale, or quality of automation and AI adoption, we may be unable to achieve our strategic goals for operational efficiency and digital transformation. Inability to keep up with these advancements could increase our cost to serve customers, reduce productivity and negatively impact our ability to compete. Delays in implementing new systems or integrating emerging technologies into our workflows may also lead to higher operating expenses and missed opportunities for growth. If we cannot effectively respond to competitive pressures and technological disruption, our business, financial condition, and results of operations could be materially and adversely affected.
Read in the 10-K ↗
•changes in tariffs, trade restrictions, trade agreements, and taxations. In 2025, the United States government made significant changes to our national trade policy, including imposing tariffs on certain goods imported into the United States. The tariffs impacted our Global Forwarding business in 2025, most significantly in the second quarter of 2025, with volatile market conditions causing global demand fluctuations and lower volumes. Changes in United States trade policy, including tariffs on certain imported goods, could continue to increase our costs and disrupt global supply chains. These actions, and any retaliatory measures by other countries, may lead to higher transportation costs and reduced demand, resulting in potential loss of freight volume. Additionally, heightened customs requirements could delay shipments and require significant internal resources, increasing operating expenses and negatively impacting our ability to serve customers efficiently. If we cannot mitigate these challenges, our business, financial condition, and results of operations could be materially affected;
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New in the latest 10-Q
14 paragraphs in the 10-Q filed Oct 30, 2026 with nothing like
them in the 10-Q filed Jul 31, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
may become available again for issuance under the Plan. There were 4,373,489 shares available for stock awards under the Plan as of September 30, 2026.
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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.
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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.
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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.
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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
Read in the 10-Q ↗
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.
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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.
Read in the 10-Q ↗
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.
Read in the 10-Q ↗
Risk Factors
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.
Read in the 10-Q ↗
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.
Read in the 10-Q ↗
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.
Read in the 10-Q ↗
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.
Read in the 10-Q ↗
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.
Read in the 10-Q ↗
Other information
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.
Read in the 10-Q ↗
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 30, 2026 against Item 1A of the 10-K filed Feb 13, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-10-30 vs 10-K 2026-02-13
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition, or future results. Except for the updates to the risk factor set forth below, there have not been material changes in our risk factors set forth in the company’s 2025 Annual Report on Form 10-K. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
Read it in the 10-Q at sec.gov ↗
Added10-Q 2026-10-30 vs 10-K 2026-02-13
Recent legal developments, including the United States Supreme Court’s decision in Montgomery v. Caribe Transport II, LLC, have clarified that state-law negligence claims related to the selection of motor carriers by freight brokers are not preempted by federal law in certain circumstances. As a result, plaintiffs have pursued, and may increasingly pursue, allegations that we failed to exercise reasonable care in selecting or retaining third-party motor carriers, and courts may permit such claims to proceed under a range of state law standards that may vary by jurisdiction. Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. As discussed in Note 7, Litigation, we are currently facing a negligent hire claim of this nature related to our selection of an independent motor carrier. Further, this evolving legal landscape may result in increased litigation activity, greater scrutiny of our carrier selection and oversight practices, and higher defense and settlement costs.
Read it in the 10-Q at sec.gov ↗
Added10-Q 2026-10-30 vs 10-K 2026-02-13
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.
Read it in the 10-Q at sec.gov ↗
Added10-Q 2026-10-30 vs 10-K 2026-02-13
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.
Read it in the 10-Q at sec.gov ↗
Added10-Q 2026-10-30 vs 10-K 2026-02-13
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.
Read it in the 10-Q at sec.gov ↗
Added10-Q 2026-10-30 vs 10-K 2026-02-13
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.
Read it in the 10-Q at sec.gov ↗
Added10-Q 2026-10-30 vs 10-K 2026-02-13
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.
Read it in the 10-Q at sec.gov ↗
Reworded10-Q 2026-10-30 vs 10-K 2026-02-13
Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for the contracted motor carriers, from time to time, claims may nevertheless be asserted against us for their actions or for our actions in retaining selecting, retaining, or monitoring such carriers.
Read it in the 10-Q at sec.gov ↗ · The 10-K sentence ↗
