C.H. Robinson to buy RXO: $30.75 a share at Friday's prices, a 31% premium, and CHRW is down 9% pre-market

C.H. Robinson Worldwide agreed to acquire RXO, Inc. in a cash-and-stock deal, according to C.H. Robinson's Form 8-K. The Wall Street Journal put the price at about $5 billion. Both companies are best known as freight brokers, which match shippers with trucks. The parties expect to close in the first half of 2027.

What an RXO shareholder gets

The default, called the Standard Consideration, is $17.25 in cash plus 0.0856 of a C.H. Robinson share for each RXO share. Holders may instead elect all cash ($30.25) or all stock (0.1992 of a share), but those elections are prorated so the total cash and stock paid match what the default would deliver. Whatever the election, the overall mix is fixed.

Here is the value at Friday's close, using Nasdaq's price history: C.H. Robinson closed at $157.72 and RXO at $23.38.

The cash part of the default is 56% of its Friday value ($17.25 of $30.75). The stock part floats with C.H. Robinson's share price, and that price fell Monday.

The buyer is the one trading lower

In pre-market trading at about 8:50 a.m. New York time, Nasdaq showed C.H. Robinson at $143.00, down 9.3% from Friday's close, and RXO at $28.73, up 22.9%. At those prices the default is worth about $29.49 ($17.25 plus 0.0856 times $143.00), so RXO trades about 2.6% under it. Pre-market quotes are thin and will move.

One detail from the price history: RXO rose 9.5% on Friday, to $23.38, on volume of 3.67 million shares against 1.88 million the day before. We found nothing in the filings that explains Friday's move, and we are not suggesting one.

The terms that decide the risk

• Financing: Morgan Stanley committed to a 364-day, up to $4.5 billion bridge loan. C.H. Robinson says it intends to use bond sales, new term loans and cash first, and the bridge only if needed. The deal is not conditioned on financing. The filing notes that Morgan Stanley is also C.H. Robinson's financial adviser.
• Breakup fee: RXO owes C.H. Robinson $175 million in specified cases, such as taking a better offer.
• Voting support: one RXO holder with about 17.04% of the shares agreed to vote for the deal.
• Timing: the outside date is July 4, 2027, with two optional three-month extensions if only regulatory approvals remain.
• Approvals: RXO stockholders, U.S. antitrust clearance and an effective Form S-4 registration.

Who it hits beyond the shareholders

A broker is the counterparty a small carrier is paid by, so a merger of two large ones changes who owes money to whom. Our data lists 24,679 independent trucking businesses, and many of them haul loads booked through brokers like these.

24,679 independent trucking and freight are listed on CheckThisBiz, a directory of 7,704,724 independent US businesses, including 2,868 in TX, 2,828 in CA, 1,916 in FL. Chains and franchises are excluded from that count, so these are the owner-operated businesses that actually apply for funding.

Nothing changes for carriers on signing: the deal is more than six months from closing, and the filings describe no operating changes. The practical items for an owner-operator or small fleet are on their own paperwork: which broker contracts they hold, the payment terms in them, and whether any have assignment or change-of-control clauses. Those are facts to check, not a prediction of what the combined company will do.

Related: more stock news.

Sources: C.H. Robinson Form 8-K, October 5, 2026 (SEC EDGAR); RXO filings; Wall Street Journal; Nasdaq price data. Premiums are our arithmetic from the prices shown. This is market information, not investment advice.