C.H. Robinson agrees to buy RXO for $5.8 billion, but its stock slide cuts the offer below $30.25

C.H. Robinson has agreed to buy rival freight broker RXO for $17.25 in cash plus 0.0856 of a C.H. Robinson share for each RXO share. The companies valued that package at $30.25 a share, or $5.8 billion, but the figure assumes a C.H. Robinson stock price of $151.88, well above where the shares traded on Monday.

By 12:02 p.m. ET, C.H. Robinson (CHRW) was down about 14% at $135.58, from Friday's close of $157.72. At that price the cash-and-stock package was worth about $28.86 a share. RXO was up about 21% at $28.27, from $23.38, about 59 cents below the package's value. At Friday's close the same package would have been worth about $30.75. Every $1 move in C.H. Robinson's stock changes it by about 8.6 cents.

The agreement has been signed but not completed. RXO shareholders still have to approve it, antitrust regulators in the U.S. and some other countries have to clear it, and the companies expect to close in the first half of 2027.

How the offer works

The $30.25 figure is based on C.H. Robinson's 16-day volume-weighted average price as of Oct. 2. On that basis, the companies put the premium at 29% over RXO's Friday close and 27% over its 90-day volume-weighted average price.

RXO holders can ask for the standard mix, all cash at $30.25 a share, or all stock at 0.1992 of a C.H. Robinson share. Elections are prorated so that, in total, the cash paid and shares issued match the standard mix, roughly 57% cash and 43% stock. Choosing cash does not guarantee $30.25 on every share, and holders who make no choice get the standard mix. At the midday price, the all-stock option was worth about $27.01. RXO investors would own about 11% of the combined company.

MFN Partners, which holds about 17% of RXO, has agreed to vote its shares for the deal. Orbis Investments, which says it is RXO's largest shareholder, is backing it too. "It gives RXO shareholders substantial cash today and continued ownership in a combined platform with significant upside," said Adam R. Karr, president and portfolio manager at Orbis.

What C.H. Robinson is buying

RXO, based in Charlotte, N.C., runs a truck brokerage alongside managed transportation and last-mile delivery businesses. C.H. Robinson's investor presentation puts RXO's 2026 gross revenue at about $6.8 billion, based on analysts' consensus estimates, against $18.4 billion for C.H. Robinson. RXO lost money in 2024 and 2025, though it beat profit expectations in its latest quarter, according to a wire report.

C.H. Robinson plans to fold most of RXO into its North American Surface Transportation division. It expects about $300 million a year in net cost savings within two years of closing, which it says will come from applying its "Lean AI" operating model to RXO. Over the past year the company has cut staff as automated software agents took over tasks such as pricing loads and tracking cargo.

"This transaction is a natural next step in our transformation," said Dave Bozeman, C.H. Robinson's president and chief executive. Drew Wilkerson, RXO's chairman and chief executive, called it "an exciting next chapter for our company, our employees and our customers."

Those savings carry much of the price. The presentation values the deal at 13.2 times RXO's expected 2026 adjusted EBITDA, a measure of operating profit, but only after counting the full $300 million. On its own, RXO's 2026 adjusted EBITDA is put at $137 million.

How C.H. Robinson will pay

C.H. Robinson plans to raise the cash through capital markets deals, new term loans and cash on hand, with a $4.5 billion bridge loan commitment from Morgan Stanley Senior Funding as a backstop. It will pause share buybacks until net debt falls back to 1.75 to 2.25 times adjusted EBITDA, which it expects by the end of 2028, and says it expects to keep investment-grade credit ratings.

The company expects the deal to add to adjusted earnings per share within nine months of closing and to raise it by a mid-teens percentage in 2028. Those forecasts depend on the savings arriving on schedule.

What could still derail it

Either side can walk away if the deal has not closed by July 4, 2027, a date that can be pushed back twice, by three months each time, if only regulatory approvals are outstanding. RXO would owe C.H. Robinson a $175 million termination fee in some cases, including if it accepts a better offer. C.H. Robinson still has to register the shares it will issue with the SEC, and that filing will carry RXO's proxy statement for the vote. Morgan Stanley is advising C.H. Robinson and Goldman Sachs is advising RXO.