RXO, Inc.: to be acquired by C.H. Robinson

What happened RXO, Inc. filed an 8-K reporting that on Oct 4, 2026 it entered into an Agreement and Plan of Merger with C.H. Robinson Worldwide, Inc., Rover Merger Sub Inc. and Viking Logistics LLC. The transaction will occur as two mergers (the First Merger and the Second Merger) intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code. The RXO board unanimously approved the Merger Agreement and resolved to recommend that RXO stockholders vote to adopt it; C.H. Robinson’s board also approved. The parties expect to close in the 1st half of 2027.

Key details

• Merger consideration: at the Initial Effective Time each share of RXO common stock will be converted into the holder’s election (subject to proration) of (i) the standard consideration: $17.25 in cash plus 0.0856 share of C.H. Robinson common stock, (ii) $30.25 in cash, or (iii) 0.1992 share of C.H. Robinson common stock. Fractional shares paid in cash.
• Equity awards and warrants: at the Closing Effective Time outstanding RXO time-based and performance-based restricted stock units will be cancelled and converted into the standard consideration payable within 5 business days; holders of those awards may not elect cash or stock consideration. Each outstanding pre-funded warrant will be assumed by C.H. Robinson and exercisable for the standard consideration.
• Approvals and conditions: closing is subject to customary conditions, including adoption by a majority of RXO shares, expiration/termination of the HSR waiting period and other antitrust clearances, approval for listing of C.H. Robinson common stock to be issued, and effectiveness of C.H. Robinson’s Form S-4; RXO’s obligation is also subject to receipt of counsel opinion on Section 368(a) treatment.
• support, timing and fees: MFN Partners, LP agreed to vote approximately 17.04% of RXO shares in favor under a voting and support agreement. The Merger Agreement contains a termination fee of $175,000,000 and an Outside Date of Jul 4, 2027, subject to up to two 3-month extensions. C.H. Robinson entered a Debt Commitment Letter with Morgan Stanley for a 364-day bridge facility up to $4,500,000,000 to finance a portion of the cash consideration.

Why it may matter This 8-K reports Item 1.01 (entry into a material definitive agreement) describing the Merger Agreement and its terms, Item 8.01 (press release) and references information under Item 5.02 about directors and officers. Item 1.01 covers the transaction structure, merger consideration, treatment of equity awards and warrants, closing conditions, termination provisions and committed financing. The filing does not show why the insider traded or why the company acted.