CHRW · 8-K · 20261005PR413203

Acquisition / Partnership / Divestiture

C. H. ROBINSON WORLDWIDE, INC. · 2026-10-05 · Importance 71 · Surprise 60 · Contradicted

C.H. Robinson agreed to acquire RXO in a stock-and-cash transaction with an implied value of $5.8 billion, creating a combined company with enterprise value above $25 billion. RXO shareholders will receive $17.25 in cash and 0.0856 C.H. Robinson shares per RXO share, or may elect all-cash consideration of $30.25 per share or all-stock consideration of 0.1992 C.H. Robinson shares, subject to proration targeting 57% cash and 43% stock. RXO shareholders are expected to own 11% of the combined company at closing, which is expected in the first half of 2027, subject to regulatory and RXO shareholder approval. C.H. Robinson plans to integrate RXO primarily into its NAST division and will finance the cash consideration with new debt financing backed by a fully underwritten bridge facility commitment.

Key facts

• C.H. Robinson entered into a definitive agreement to acquire RXO in a stock-and-cash transaction for an implied value of $5.8 billion; the combined company is expected to have an enterprise value of over $25 billion. source
• RXO stockholders are to receive $17.25 per share in cash and 0.0856 shares of C.H. Robinson common stock for each RXO share, representing implied total consideration of $30.25 per share. source
• RXO stockholders may elect mixed consideration of $17.25 cash and 0.0856 C.H. Robinson shares, all cash of $30.25 per share, or all stock of 0.1992 C.H. Robinson shares, subject to proration and adjustments targeting 57% cash and 43% stock in aggregate. source
• MFN Partners LP agreed to vote all of its RXO shares, representing approximately 17%, in favor of the transaction and adoption of the Merger Agreement, subject to certain exceptions agreeing not to transfer its shares. source
• The merger agreement was unanimously approved by the boards of both companies; the transaction is expected to close in the first half of 2027, subject to customary closing conditions, regulatory approval and RXO stockholder approval. source
• RXO stockholders are expected to own 11% of the combined company upon transaction close. source
• The $30.25-per-share transaction consideration represents a 27% premium to RXO’s 90-day volume-weighted average price and a 29% premium to RXO’s closing price on October 2, 2026. source
• Upon completion of the transaction, C.H. Robinson will integrate RXO primarily into its NAST division. source

Impact estimates