C.H. Robinson Announces Definitive Agreement to Acquire RXO, Inc.

Executive Summary

On October 4, 2026, C.H. Robinson Worldwide, Inc. (NASDAQ: CHRW) entered into a definitive Agreement and Plan of Merger to acquire RXO, Inc. (NYSE: RXO). The transaction structure entails a two-step merger designed to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, with RXO surviving as a wholly owned subsidiary of C.H. Robinson.

Key Transaction Terms

• Merger Consideration Options (subject to proration):
  • Standard Consideration: $17.25 in cash and 0.0856 shares of CHRW common stock per share of RXO.
  • Cash Consideration: $30.25 in cash per share of RXO.
  • Stock Consideration: 0.1992 shares of CHRW common stock per share of RXO.
• Treatment of Equity Awards: RXO RSUs and PSUs will be cancelled and converted into the right to receive the Standard Consideration. Pre-funded warrants will be assumed by CHRW.
• Expected Closing: First half of 2027, subject to customary regulatory clearances (including HSR Act), RXO stockholder approval, and effectiveness of Form S-4 registration.

Financing & Termination Provisions

• Debt Financing: CHRW secured a 364-day senior unsecured bridge term loan facility of up to $4.5 billion provided by Morgan Stanley Senior Funding, Inc. The acquisition is not conditioned on financing.
• Termination Fee: RXO is subject to a $175 million termination fee payable to C.H. Robinson under certain circumstances, including acceptance of a superior proposal.
• Support Agreement: MFN Partners, LP, holding approximately 17.04% of RXO outstanding common stock, entered into a voting and support agreement to vote in favor of the merger.