RXO's largest shareholder, with 19.3%, agrees to vote for C.H. Robinson merger

MFN Partners, LP, which beneficially owns 19.3% of RXO, Inc. (CIK 1929561), has signed a voting and support agreement committing it to back RXO's merger with C.H. Robinson Worldwide, Inc., according to an amended Schedule 13D filed with the SEC on 5 October 2026.

The filing states that on 4 October 2026 RXO entered into an Agreement and Plan of Merger with C.H. Robinson, Rover Merger Sub Inc. and Viking Logistics LLC. Under the two-step structure, Rover Merger Sub would merge with RXO, which would then merge into Viking Logistics, with the survivor becoming a subsidiary of C.H. Robinson. (Schedule 13D/A, Item 4, 5 Oct 2026)

Under the voting agreement, the partnership will vote all the RXO shares it is entitled to vote in favour of adopting the merger agreement and against any other acquisition proposal. It has also agreed not to transfer its shares during the agreement's term, subject to specified exceptions, and accepted non-solicitation provisions. The agreement terminates in certain circumstances, including if the merger agreement is terminated. (Schedule 13D/A, Item 4, 5 Oct 2026)

The reporting persons beneficially own 32,687,269 RXO shares: 28,109,942 shares of common stock and 4,577,327 shares issuable on exercise of warrants. The 19.3% figure is calculated on 164,926,128 shares outstanding as of 4 August 2026, as reported in RXO's Form 10-Q, plus the warrant shares. (Schedule 13D/A, Item 5, 5 Oct 2026)

The filing says the shares were bought for the partnership's account in multiple transactions between November 2022 and February 2026 using its working capital, and that the reporting persons made no transactions in RXO stock in the 60 days before the filing. (Schedule 13D/A, Items 3 and 5, 5 Oct 2026)

The filings do not state the merger consideration or an expected completion date. Loro has made no approach to the company. Figures are as reported in MFN Partners' SEC filings.