C.H. Robinson Worldwide, Inc. ("C.H. Robinson") (NASDAQ:CHRW) and RXO Inc. (NYSE:RXO) ("RXO"), a Fortune 1000 provider of asset-light tech-enabled transportation solutions, today announced that they have entered into a definitive agreement (the "Merger Agreement") under which C.H. Robinson will acquire RXO in a stock-and-cash transaction for an implied value of $5.8 billion and will create a combined company with an enterprise value of over $25 billion.

The acquisition of RXO brings together two complementary networks and diversifies and strengthens C.H. Robinson’s multi-modal platform to accelerate its growth and increase its penetration across all modes and segments. Combining both companies’ robust trucking brokerage and managed transportation businesses, along with C.H. Robinson’s global forwarding and RXO’s strengths in expedited and last mile, will create a more comprehensive offering for customers across a larger and denser network. Through the implementation of its proven Lean AI operating model across RXO’s business, C.H. Robinson expects to realize approximately $300 million of net run-rate cost synergies within two years post-close. The companies expect these productivity improvements to create a more resilient platform to drive profitable growth with enhanced operating leverage and improved margins regardless of the freight market environment.

Transaction Details

Under the terms of the merger agreement, RXO stockholders will receive $17.25 per share in cash and 0.0856 shares of C.H. Robinson common stock for each RXO share they own, representing an implied total consideration of $30.25 per share.2 The transaction represents a premium of 27% to RXO’s 90-day volume-weighted average price and 29% to RXO’s closing price on Friday, October 2, 2026. Under the terms of the merger agreement, RXO stockholders may elect to receive either (i) the standard mixed consideration consisting of $17.25 in cash and 0.0856 shares of C.H. Robinson common stock, (ii) all-cash consideration of $30.25 per share or (iii) all-stock consideration of 0.1992 shares of C.H. Robinson common stock, in each case subject to proration and adjustment procedures designed to ensure that, in the aggregate, approximately 57% of the merger consideration is paid in cash and 43% is paid in shares of C.H. Robinson common stock. RXO stockholders are expected to own 11% of the combined company upon transaction close.

The merger agreement, which was unanimously approved by the Boards of both companies, is expected to close in the first half of 2027 and is subject to customary closing conditions, including regulatory approval and approval by RXO’s stockholders. In connection with the execution of the Merger Agreement, MFN Partners LP has agreed, among other things, to vote all of its shares of RXO (which represents approximately 17%) in favor of the transaction and adoption of the Merger Agreement, and, subject to certain exceptions, not to transfer its shares.

C.H. Robinson will finance the cash consideration with new debt financing and has entered into a fully underwritten commitment for a bridge facility with Morgan Stanley Senior Funding, Inc. Upon completion of the transaction, C.H. Robinson will integrate RXO primarily into its NAST division.