C.H. Robinson to acquire RXO in cash/stock merger; RXO holders may elect $30.25 cash or 0.1992 CHRW shares

C. H. ROBINSON WORLDWIDE, INC.

Merger Agreement dated Oct. 4, 2026: CHRW Merger Sub will merge into RXO, then RXO into NewCo; deal expected to close in first half of 2027.
RXO holders may elect $30.25 cash per share, 0.1992 CHRW shares, or standard consideration of $17.25 cash plus 0.0856 CHRW share; no election gets standard, subject to proration.
MFN Partners, an RXO stockholder with ~17.04% of shares, signed a voting/support agreement to vote for the deal; RXO must pay CHRW a $175M termination fee in specified circumstances.
CHRW secured a 364-day senior unsecured bridge facility of up to $4.5B from Morgan Stanley to fund cash consideration, refinance RXO debt and pay fees; closing not conditioned on financing.
After closing, CHRW common stock continues on Nasdaq; RXO common stock will be delisted from NYSE and deregistered under the Exchange Act.

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