C.H. Robinson to Acquire RXO in $5.8B Cash-and-Stock Deal; Shares Fall 10.9%

What happened

C. H. Robinson Worldwide said it has entered into a definitive agreement to acquire RXO, Inc. in a transaction of cash and C.H. Robinson stock, according to an investor call script the company filed with the SEC on October 5, 2026.

Under the terms described in that script, each RXO share would receive $17.25 in cash plus 0.0856 shares of C.H. Robinson, a package the company valued at approximately $30.25 per RXO share. C.H. Robinson said that implies a 27% premium to RXO's 90-day volume-weighted average price and a 29% premium to RXO's closing price on Friday, October 2, 2026, and translates to a $5.8 billion enterprise value for RXO.

C.H. Robinson shares closed at $140.61 on October 5, down 10.85% from the prior close of $157.72, on volume of 8,657,100 shares, according to the price data accompanying the filing. That is about 4.9 times the average volume of 1,754,458 shares.

C.H. Robinson did not state in the filed script why its shares moved as they did. The filing describes the terms, the strategic rationale and the expected financial benefits, but attributes no cause to the market reaction.

The two companies

C.H. Robinson is a third-party logistics provider: it arranges the transportation of freight and cargo, matching shippers who need goods moved with carriers who move them, rather than owning the trucks itself. RXO is also a freight broker, with a core truck brokerage business and additional last mile and other transportation services.

C.H. Robinson said the combined company would have pro forma revenue of $25 billion for 2026, roughly 93,000 shippers and 600,000 carriers, with limited customer overlap between the two businesses.

The filing is a script for a joint C.H. Robinson and RXO analyst and investor call held the morning of the announcement.

What C.H. Robinson says it expects

C.H. Robinson said it expects the deal to add to adjusted earnings per share within nine months of closing, which it expects in the first half of 2027, and to be accretive to adjusted EPS by a mid-teens percentage by the end of fiscal 2028.

The company said it expects $300 million in net annual run-rate cost synergies within two years after closing, driven by applying its Lean AI operating model to RXO's operations, centralizing processes and functions, and eliminating duplicative third-party services. It also said it expects to reduce leverage to a target range of 1.75x to 2.25x by the end of 2028, maintain its investment grade ratings, pause share buybacks until it reaches that target leverage ratio, and continue paying its dividend.

C.H. Robinson said the presentation materials and a press release are available in the investor section of its website, and that it would discuss only the transaction on this call. The company said its quarterly financial results would be discussed on its third-quarter earnings call later in October.

What this means

The filing is a Form 425. A 425 is filed when a company communicates about a merger or acquisition — typically a press release, investor presentation or call script — and the securities laws require it to be filed with the SEC so the same information reaches all investors. This particular 425 was filed by C.H. Robinson, but the box at the top says the subject company is RXO, Inc., because RXO's shareholders are the ones being asked to decide whether to accept the offer. The reference to Rule 14a-12 means the material relates to the proxy solicitation for that shareholder vote.

The form itself does not approve the deal. A merger of this kind normally requires a proxy statement, a shareholder vote at RXO, and regulatory review, before it can close. C.H. Robinson said it expects closing in the first half of 2027, which reflects that process rather than a certainty.

The per-share price is not a fixed dollar amount: part of it is 0.0856 of a C.H. Robinson share, so the value RXO holders ultimately receive moves with C.H. Robinson's stock price between now and closing. When the acquirer's shares fall after a deal is announced, the announced value of the stock portion falls with it — which is one reason a fixed headline price and the value at closing can differ. The filing does not state why C.H. Robinson shares fell, and nothing in the sources provided establishes a cause.

The terms 'enterprise value,' 'accretive to adjusted EPS,' 'run-rate synergies' and '1.75x to 2.25x leverage' are company-defined measures. Enterprise value is the value of the business including debt, not just equity. Accretive to earnings means the deal is expected to increase earnings per share versus what the company would have reported on its own. Run-rate synergies are annualized cost savings the company expects to achieve, expressed as if they were already in place. Leverage of 1.75x to 2.25x means debt equal to roughly 1.75 to 2.25 times a measure of earnings. All of these are C.H. Robinson's expectations, not reported results.