C.H. Robinson to Buy RXO for $5.8B in Cash-and-Stock Deal

C.H. Robinson Worldwide, Inc. (CHRW) agreed to acquire RXO, Inc. in a stock-and-cash deal with an implied value of about $5.8 billion, according to the SEC filing. The merger agreement was entered into on October 4, 2026, and Pulse 2.0 reported the deal on October 5. By default, each RXO share converts into $17.25 in cash and 0.0856 of a CHRW share, but holders can elect all cash at $30.25 per share, subject to proration.

How much is C.H. Robinson paying for RXO?

The deal has an implied value of about $5.8 billion, and the companies say the combined company will have an enterprise value of over $25 billion. The $5.8 billion is an implied value, not a fixed cash price, because the stock portion of the consideration moves with the CHRW share price. The SEC filing and Pulse 2.0 both describe the deal as a stock-and-cash transaction.

Because part of the value is paid in CHRW stock, an RXO holder who takes the standard mix stays exposed to CHRW's share price until closing. A move in CHRW shares changes the value of the 0.0856 share component. The $17.25 cash component does not move.

What does each RXO shareholder receive?

Each RXO share receives the standard consideration unless the holder makes an election. The table shows the three options, as set out in the SEC filing and in Pulse 2.0.

The SEC filing says the cash and stock elections are subject to proration. The aggregate cash paid and shares issued must equal the amount that would have been paid if every share received the standard consideration. A holder who elects all cash may therefore receive a mix of cash and stock, and a holder who elects all stock may receive some cash. For 100 RXO shares, the default mix pays $1,725 in cash and 8.56 CHRW shares. The final split for any holder is set by proration, not by the election alone.

Why is C.H. Robinson buying RXO?

The companies state the case in cost and earnings terms. C.H. Robinson says it will apply its Lean AI operating model across RXO's business. Every figure below is a company projection, not a reported result.

Pulse 2.0 reports the synergy and earnings figures as the companies' own expectations. Neither source reports an independent check of them.

How will C.H. Robinson pay the cash portion?

Morgan Stanley Senior Funding, Inc. has committed to provide C.H. Robinson with a 364-day senior unsecured bridge term loan of up to $4.5 billion, according to the SEC filing. The facility would finance a portion of the cash consideration. Measured from the October 4 signing, a 364-day term runs to about October 2027, which leaves room beyond the first-half 2027 closing window. The filing describes a commitment, and it does not state how much of the facility will be drawn.

Who must approve the deal, and when will it close?

The boards of directors of both companies unanimously approved the merger agreement, according to the SEC filing. The transaction is expected to close in the first half of 2027, subject to regulatory approval and approval by RXO shareholders. Those are separate conditions, so either one can delay closing on its own.

MFN Partners, LP has agreed to vote its shares of RXO common stock in favor of the transaction. Those shares represent about 17.04% of RXO's outstanding common stock. Upon completion, RXO common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

How can readers check these terms in the filing?

Start with the SEC filing linked above. Its own text states the exchange terms, the election rules, the bridge commitment and the expected closing window. Check each figure against that document before relying on a summary, including this one.

1. Confirm the $17.25 cash and 0.0856 share standard consideration in the paragraph on how RXO common stock converts.
2. Confirm the $30.25 all-cash and 0.1992 all-stock elections, and the proration language that follows them.
3. Confirm the $4.5 billion bridge commitment from Morgan Stanley Senior Funding, Inc., and check whether a later filing describes it as drawn or undrawn.
4. Compare the first-half 2027 closing window against any later filing, since closing dates move when approvals take longer than planned.

Secondary coverage such as Pulse 2.0 adds context, but the primary text sets the terms.

What's still unclear?

• Regulatory review. Closing is subject to regulatory approval. The regulators and the review timetable are not named here.
• Final mix. The cash and stock split depends on how RXO holders elect, and no election results have been published.
• Company projections. The $300 million synergy target and the EPS accretion timeline come from the companies. No independent party has checked them.
• Bridge loan. The $4.5 billion facility is a commitment. The size and cost of any debt actually drawn are not disclosed.
• Shareholder vote. MFN's pledge covers about 17.04% of RXO's outstanding shares, so the outcome of the rest of the vote depends on other holders.
• Source agreement. The SEC filing and Pulse 2.0 agree on the exchange terms and the first-half 2027 timing.
• Weakest point. The $5.8 billion headline is an implied value, not a fixed price.