C.H. Robinson has agreed to buy RXO, a rival United States freight broker, in a cash-and-stock deal worth an implied $5.8 billion. The CH Robinson RXO deal offers shareholders $30.25 a share: $17.25 in cash plus 0.0856 C.H. Robinson shares. Both boards approved it on 4 October 2026; RXO’s shareholders have not yet voted.
What RXO Shareholders Are Offered
Each RXO holder can choose between three forms of payment, all pegged to the same $30.25 headline value.
A freight broker arranges truckload shipments between companies that have goods to move and the carriers that haul them, without owning the trucks. Both companies do this at scale in North America, and both are listed on the Nasdaq exchange in the United States.
| Election | What each RXO share receives |
|---|---|
| Standard mixed consideration | $17.25 in cash plus 0.0856 C.H. Robinson shares |
| All cash | $30.25 in cash |
| All stock | 0.1992 C.H. Robinson shares |
The all-cash and all-stock elections are subject to proration, meaning the company scales back over-subscribed choices so that the total payout works out at roughly 57 percent cash and 43 percent stock. A holder who elects all cash is therefore not guaranteed to receive only cash.
At the $30.25 figure, the offer is a 29 percent premium to RXO’s closing price on Friday 2 October 2026 and a 27 percent premium to its volume-weighted average price over the preceding 90 days, according to C.H. Robinson’s announcement. RXO shareholders would end up owning about 11 percent of the combined company.
Why the $30.25 Figure Is Not Fixed
The $30.25 value was calculated using a C.H. Robinson share price of $151.88, and that price has already moved. The companies derived it from C.H. Robinson’s 16-day volume-weighted average price as of 2 October 2026, the last trading day before the announcement. A volume-weighted average price, or VWAP, is the average price at which a stock traded over a set period, weighted by how many shares changed hands at each level.
Because the stock portion is fixed as a number of shares rather than a dollar amount, its value rises and falls with C.H. Robinson’s share price between now and closing. The cash portion of $17.25 does not move.
As of the close on Monday 5 October 2026, C.H. Robinson shares stood at $142.52, down about 9.6 percent on the day, while RXO shares stood at $28.88, up about 23.5 percent, according to Yahoo Finance market data. Transport Topics reported RXO up about 23 percent and C.H. Robinson down about 10 percent in morning trading, so intraday readings differed through the session.
On the 5 October closing price, the standard mixed election was worth about $29.45 a share rather than $30.25: $17.25 in cash plus 0.0856 shares at $142.52, or roughly $12.20 of stock. RXO’s own share price of $28.88 sat below both figures, a gap that in takeover situations typically reflects the time until closing and the chance that the deal does not complete. Neither company has restated the headline value, and these prices will have changed by the time the deal is voted on.
What Must Happen Before the Deal Can Close
C.H. Robinson expects the transaction to close in the first half of 2027, and several steps stand between the announcement and that date.
- A registration statement: C.H. Robinson must file a Form S-4 with the United States Securities and Exchange Commission and have it declared effective, because new shares are being issued as part of the payment.
- An RXO shareholder vote: a majority of RXO’s outstanding shares must approve the merger. MFN Partners, LP, which the filing identifies as holding approximately 17.04 percent of RXO’s outstanding shares, has signed an agreement to vote in favour.
- United States antitrust clearance: the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 must expire or be terminated. That law requires large deals to be notified to United States competition agencies before they close.
- Clearance in other jurisdictions: the agreement also names antitrust approvals in certain other countries, which it does not list publicly.
- A Nasdaq listing approval: the new C.H. Robinson shares must be approved for listing.
The merger agreement sets an outside date of 4 July 2027, the point at which either side may walk away if the deal has not completed. That date can be pushed back twice, by three months each time, at either party’s election, provided every closing condition other than the regulatory ones has been met. On the longest path, the outside date runs to early January 2028.
The $175 Million Break Fee and What Triggers It
RXO would owe C.H. Robinson a termination fee of $175 million in specified circumstances, a figure disclosed in RXO’s Form 8-K filed with the Securities and Exchange Commission. A termination fee, often called a break fee, compensates one side when the other abandons an agreed deal.
The filing names three triggers. The fee is payable if C.H. Robinson terminates after RXO’s board changes its recommendation or wilfully breaches its obligation not to solicit other bidders; if RXO terminates in order to accept a proposal its board judges superior; or if a rival approach has been made public and RXO signs or completes an alternative transaction within 12 months of a termination in specified circumstances.
The 8-K does not specify a reverse fee payable by C.H. Robinson, including in the event that antitrust clearance is refused. C.H. Robinson has a bridge facility commitment from Morgan Stanley Senior Funding, Inc. to fund the cash portion.
What the Combined Freight Broker Would Look Like
The two networks together would serve about 93,000 shippers and 600,000 carriers, with a combined enterprise value the companies put at more than $25 billion. Enterprise value counts a company’s equity plus its debt, less its cash.
C.H. Robinson says it expects about $300 million in net run-rate cost savings within two years of closing, drawn from cost-to-serve, operating efficiencies, shared services and third-party spending. Run-rate means the annualised saving once the changes are fully in place, not the saving booked in the first year. The company attributes the target to applying its artificial-intelligence-based operating model across the larger business. By comparison, the EverBank and WaFd merger announced in September 2026 targeted $135 million in annual savings on a $75 billion balance sheet.
C.H. Robinson also told investors it expects the deal to add to earnings per share within nine months of closing, with mid-teens percentage accretion in 2028, and that it is targeting net debt of 1.75 to 2.25 times its last-twelve-months adjusted earnings before interest, taxes, depreciation and amortisation by the end of 2028. These are company projections rather than results.
RXO would be folded primarily into C.H. Robinson’s North American Surface Transportation division. Neither company has published a headcount for the combined business or said how many roles the $300 million of savings assumes.
Dave Bozeman, C.H. Robinson’s president and chief executive, called the transaction “a natural next step in our transformation, allowing us to create a more scaled, resilient North American third-party logistics provider”. Drew Wilkerson, RXO’s chairman and chief executive, said joining C.H. Robinson “represents an exciting next chapter for our company, our employees and our customers”. Neither executive addressed what the combination means for pricing for shippers.
Frequently Asked Questions
What Is the CH Robinson RXO Deal Worth per Share?
The announced value is $30.25 for each RXO share, made up of $17.25 in cash and 0.0856 C.H. Robinson shares. That figure was set using a C.H. Robinson share price of $151.88, its 16-day volume-weighted average as of 2 October 2026, so the stock half of the payment is worth more or less as C.H. Robinson’s share price moves.
When Would the Deal Close?
C.H. Robinson expects closing in the first half of 2027. The merger agreement sets an outside date of 4 July 2027, extendable twice by three months each if only regulatory conditions remain outstanding.
Has the Deal Been Approved?
The boards of both companies approved it unanimously on 4 October 2026. It still requires approval from a majority of RXO’s outstanding shares, Hart-Scott-Rodino antitrust clearance in the United States, clearance in certain other jurisdictions, and an effective Form S-4 registration statement.
What Happens if the Deal Falls Apart?
RXO would owe C.H. Robinson $175 million in the circumstances named in RXO’s Form 8-K, which centre on RXO’s board switching its recommendation or RXO accepting a rival bid. The filing does not specify a fee payable by C.H. Robinson if the transaction fails for other reasons, including a refusal of antitrust clearance.
Which Market Does This Apply To?
Both companies are United States corporations listed on the Nasdaq, and the combination is a North American freight brokerage deal. The antitrust review runs through United States agencies under the Hart-Scott-Rodino Act, with additional clearances required in certain other jurisdictions that the agreement does not name publicly.
