C.H. Robinson agrees to buy RXO for $5.8 billion: why CHRW stock fell 9.6% and what the $30.25 offer is worth now

C.H. Robinson shares fell 9.57% to $142.62 by 9:56 a.m. ET on Monday, October 5, 2026, after the freight broker agreed to buy RXO for $17.25 in cash plus 0.0856 C.H. Robinson shares for each RXO share, a package the companies valued at $30.25 a share and $5.8 billion in total. Because part of the price is paid in C.H. Robinson stock, the drop also cut what RXO holders are being offered, to about $29.46 a share, while RXO traded at $28.99, up 23.99% from its Friday close.

The two companies signed the merger agreement on Sunday, October 4, and announced it at 7:00 a.m. ET on Monday, an hour before C.H. Robinson's conference call. The $30.25 figure rests on C.H. Robinson's 16-day volume-weighted average price of $151.88 as of October 2. It is a 29% premium to RXO's October 2 close and 27% above its 90-day volume-weighted average. RXO stockholders would own 11% of the combined company, which the companies put at more than $25 billion of enterprise value.

The terms of the C.H. Robinson-RXO deal

Why C.H. Robinson stock fell

About 57% of the consideration is cash that C.H. Robinson will borrow, backed by a 364-day bridge facility of up to $4.5 billion that also covers refinancing RXO's credit line and transaction fees, and the other 43% is new C.H. Robinson stock, which leaves existing holders with 89% of a larger company. The company also said it will stop repurchasing shares once the deal closes and will not resume until leverage is back in its 1.75x to 2.25x range, which it expects to reach by the end of 2028.

C.H. Robinson's case for the price rests on about $300 million a year of net run-rate cost synergies within two years, which it expects to get by applying the Lean AI operating model it has used on its own business to RXO's brokerage, managed transportation and last-mile operations. It expects the deal to add to adjusted earnings per share within nine months of closing and to lift adjusted EPS by a mid-teens percentage in 2028, but that adjusted figure leaves out amortization of the intangible assets created by the acquisition. BNN Bloomberg reported C.H. Robinson down almost 4% before the open; the decline deepened once regular trading began, and coverage on Monday singled out execution risk in the synergy target.

What the RXO offer is worth at Monday's price

The stock portion of the standard package is fixed at 0.0856 C.H. Robinson shares, so its value moves with C.H. Robinson's price. At $142.62 the package is worth $17.25 in cash plus about $12.21 in stock, or $29.46, which is $0.79 less than the $30.25 in the release. The all-cash election stays at $30.25, while the all-stock election of 0.1992 shares is worth about $28.41 at the same price. Elections cannot change the mix in aggregate: the agreement caps total cash at $17.25 for every RXO share outstanding, so if more holders ask for cash than that pool allows, each cash election is cut back and partly paid in stock.

RXO's $28.99 trade sat $0.47 below the standard package, a gap of 1.6%. That discount pays for waiting until the first half of 2027 and for the risk that regulators or RXO stockholders stop the deal. The agreement can be ended if the merger has not closed by July 4, 2027, with two extensions of three months each available when only regulatory approvals are outstanding.

RXO moved within the first minute of the 7:00:00 a.m. ET headline. MoveSurge's reaction reading put it at $27.00 one minute later, up 14.80% from a $23.52 reference trade, and at $27.78 after ten minutes, up 18.11%. The one-minute candles above close the first minute at $27.50, up 16.92%, and reach $28.20, up 19.90%, after 14 minutes, on thin premarket volume. C.H. Robinson had too few premarket trades in that window for a chart of its own.

Who has already agreed to the deal

Both boards approved the merger unanimously. MFN Partners, which holds about 17% of RXO, signed a voting and support agreement on October 4 committing its shares to the deal and restricting their transfer. Orbis Investments, which the release names as RXO's largest shareholder, said it fully supports the transaction. The deal still needs approval from RXO's stockholders and regulators. C.H. Robinson plans to fold RXO mainly into its North American Surface Transportation division.