Form 8-K · Current report
C.H. Robinson 8-K, filed Oct 5, 2026
- Filed
- CIK
- 0001043277
- Accession no.
- 0001193125-26-413203
Summary
C.H. Robinson Worldwide entered an Agreement and Plan of Merger on October 4, 2026 to acquire RXO through a two-step merger in which RXO stockholders may elect, subject to proration, $17.25 in cash plus 0.0856 of a C.H. Robinson share, $30.25 in cash, or 0.1992 of a C.H. Robinson share per RXO share. Both boards unanimously approved the transaction, RXO's board recommended that stockholders adopt the agreement, and the deal is expected to close in the first half of 2027 subject to RXO stockholder approval and antitrust clearance.
Key points
- The merger consideration is prorated so that total cash paid and shares of C.H. Robinson issued equal what all-stockholders-receiving the standard consideration would produce; shares with no election receive the standard consideration.
- Closing conditions include adoption by a majority of RXO shares, expiration or termination of the Hart-Scott-Rodino waiting period and other antitrust clearances, and effectiveness of a Form S-4 registration statement and NASDAQ listing approval.
- The agreement has an outside date of July 4, 2027, extendable twice by three months if only regulatory conditions remain, and RXO would owe a $175 million termination fee under specified circumstances.
- After closing, C.H. Robinson common stock would remain listed on NASDAQ while RXO common stock would be delisted from the NYSE and deregistered under the Exchange Act.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 7.01Regulation FD Disclosure
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01 Entry into a Material Definitive Agreement. On October 4, 2026, C.H. Robinson Worldwide, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RXO, Inc., a Delaware corporation (“RXO”), Rover Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub 1”) and Viking Logistics LLC, a Delaware limited liability company and a direct or indirect wholly owned subsidiary of the Company (“NewCo”). …
An excerpt of the text as filed with the SEC, cut for length.
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