Key Highlights

  • RXO (NYSE:RXO) traded at USD 27.75 on October 28, 2026, up 41.65% over one month, down 3.78% over one week, up 22.46% over three months and up 118.50% year to date, per published market data.
  • C.H. Robinson (NASDAQ:CHRW) agreed on October 5, 2026 to buy RXO for USD 30.25 per share, USD 17.25 in cash plus 0.0856 of its own shares, valuing the freight broker at about USD 5.8 billion.
  • RXO (NYSE:RXO) fell 4.64% to USD 27.75 on October 28 as C.H. Robinson shares dropped after a mixed third quarter report, which lowers the value of the stock part of the offer.
  • At the pre-open C.H. Robinson price of about USD 137.48 the offer works out to about USD 29.02, simple arithmetic, so RXO trades about 4.4% below that and about 8.3% below USD 30.25.

The Offer

On October 5, 2026, C.H. Robinson agreed to acquire RXO (NYSE:RXO) at USD 30.25 per share, a 29% premium to the October 2 close, with holders able to elect cash, stock or a mix, subject to proration, for roughly 57% cash and 43% stock overall. A fully underwritten bridge commitment from Morgan Stanley backs the cash portion, and MFN Partners, holding about 17%, committed to vote in favor. The buyer targets USD 300 million of run-rate cost synergies within two years, and closing is expected in the first half of 2027. RXO closed at USD 28.65 on October 5. These terms were set out in the company filing and the buyer's release.

Why the Stock Fell Today

The stock-linked value moved on October 28, 2026 when C.H. Robinson reported adjusted earnings of USD 1.80 per share against USD 1.75 expected and revenue of USD 5.36 billion, up 29.5%, but cash from operations fell to USD 124.1 million from USD 275.4 million. The buyer's shares fell about 4.3% pre-open, and Deutsche Bank, Raymond James and BMO Capital cut targets this month, citing deal uncertainty. At the offer's terms a 0.0856 share ratio ties RXO's value to that price. A pre-deal run from about USD 19.59 to roughly USD 23.45 is not explained, simple arithmetic. Mixed consideration means a lower buyer price directly reduces the stock part of the payout.

Risks and What to Watch

Antitrust review of two large North American brokers could delay or reshape the deal, and a further fall in C.H. Robinson shares lowers what RXO holders receive. An RXO stockholder vote is still required, and a failed deal would remove the premium. Integration and leverage are the buyer's problem, but they become RXO holders' problem through the stock component. Watch the proxy statement, the election deadline and RXO's third quarter report, with a date not confirmed. The shares are up 118.50% year to date. This is not advice. Brokerage margins also tighten when truck capacity is loose, which could pressure both companies' earnings before closing.

Where Things Stand

The answer is that C.H. Robinson's October 5, 2026 agreement to pay USD 30.25 per share explains the month, and the 4.64% drop on October 28 reflects the buyer's weaker shares after its third quarter report. RXO (NYSE:RXO) gained 41.65% and trades about 8.3% below the headline price. Regulatory review and the buyer's share price are the main variables before the first half of 2027 closing.