C. H. Robinson Worldwide, Inc.: agrees to acquire RXO, Inc.

What happened

• The filing reports that on Oct 4, 2026, C. H. Robinson Worldwide, Inc. entered into an Agreement and Plan of Merger with RXO, Inc., Rover Merger Sub Inc. and Viking Logistics LLC to acquire RXO through a two-step merger (the “First Merger” and the “Second Merger”).
• The boards of directors of both companies approved the Merger Agreement. The transaction is expected to close in the first half of 2027. A joint press release and an investor presentation were issued on Oct 5, 2026.

Key details

• Merger consideration elections at the Initial Effective Time per RXO common share: Standard Consideration of $17.25 in cash plus 0.0856 share of C. H. Robinson common stock; Cash Consideration of $30.25 in cash; or Stock Consideration of 0.1992 share of C. H. Robinson common stock. Elections for cash or stock are subject to proration.
• RXO time-based and performance-based restricted stock unit awards will be cancelled and converted into the Standard Consideration (holders of those awards cannot elect cash or stock). Pre-funded warrants will be assumed and exercisable for the Standard Consideration.
• The Company entered into a Debt Commitment Letter dated Oct 4, 2026, for a 364-day senior unsecured bridge term loan facility of up to $4,500,000,000 to finance part of the cash consideration and related items; the Company intends to use capital markets transactions, new term loans and cash on hand first, and the Bridge Facility only to the extent necessary.
• Closing conditions include adoption of the Merger Agreement by a majority of RXO stockholders, expiration/termination of HSR and other regulatory waiting periods, NASDAQ listing approval for shares to be issued, and effectiveness of a Form S-4 registration statement. The Merger Agreement includes a $175,000,000 termination fee payable by RXO in specified circumstances.
• The Company and an RXO stockholder entered a Voting and Support Agreement (the exhibit identifies MFN Partners, LP) under which that stockholder agreed to vote approximately 17.04% of RXO shares in favor of the transaction.

Why it may matter

• The 8-K reports Item 1.01 (entry into a material definitive agreement describing the Merger Agreement and related financing commitments), Item 5.02 (information sources about RXO directors and executive officers and recent Form 3/4 filings), and Item 7.01 (Regulation FD disclosure of the press release and investor presentation).
• The filing describes the terms, closing conditions, financing commitments and certain governance and termination provisions of the merger agreement. The filing does not show why the insider traded or why the company acted.