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# MFN Partners Pledges Its 19.3% RXO Stake To C.H. Robinson Deal And Agrees Not To Sell
- URL: https://www.bullished.co/mfn-partners-pledges-its-19-3-rxo-stake-to-c-h-robinson-deal-and-agrees-not-to-sell-749dc35e/
- Published: 2026-10-05T23:16:08.000Z
- Updated: 2026-10-05T23:16:08.000Z
- Description: A Schedule 13D says the hedge fund will vote for the merger, oppose rival bids and keep its shares during the agreement's term.
- Author: Matteo Parrino
- Tags: SEC Filings, RXO, Industry: Industrials, Topic: Ownership & Activism

MFN Partners, LP and five affiliated reporting persons hold a [19.3% stake in RXO](https://www.sec.gov/Archives/edgar/data/0001732960/000119312526414547/xslSCHEDULE%5F13D%5FX01/primary%5Fdoc.xml?ref=bullished.co), and a Schedule 13D filed Monday says they have committed those shares to C.H. Robinson Worldwide's takeover. The fund signed a voting and support agreement on October 4, the same day [RXO](https://www.bullished.co/tag/rxo/) signed its merger agreement.

## What the 13D says

The filing covers [32,687,269 shares](https://www.sec.gov/Archives/edgar/data/0001732960/000119312526414547/xslSCHEDULE%5F13D%5FX01/primary%5Fdoc.xml?ref=bullished.co), which includes 4,577,327 shares issuable on exercise of warrants. The percentage was calculated on 164,926,128 shares outstanding as of August 4, 2026, per RXO's 10-Q filed August 6, adjusted for the warrants.

Under the voting agreement, MFN will vote all the shares it is entitled to vote for adopting the merger agreement and against any Acquisition Proposal, a term the agreement defines. The commitment is subject to the agreement's terms and conditions.

MFN also agreed not to transfer any shares, or let controlled affiliates do so, during the agreement's term, with exceptions set out in the agreement. It accepted non-solicitation provisions as well. The agreement ends in certain circumstances, including if the merger agreement is terminated.

The six reporting persons are MFN Partners, LP; MFN Partners GP, LLC; MFN Partners Management, LP; MFN Partners Management, LLC; Michael F. DeMichele; and Farhad Nanji. Each reports shared voting power over the full 32,687,269 shares and no sole voting power. The shares are held directly by the partnership, and each reporting person disclaims beneficial ownership beyond its or his pecuniary interest.

## What it changes

MFN had filed a passive Schedule 13G, starting in February 2023 and amended through February 2025\. It now files the more active 13D, but not to push for change: the filing says the shares were bought in the ordinary course for investment purposes.

The partnership says it bought them in multiple transactions from November 1, 2022 through February 12, 2026, using its working capital. It reports no transactions in the sixty days before the filing.

The deal is a stock-and-cash merger [announced Monday](https://www.supplychaindive.com/news/ch-robinson-to-buy-rxo-for-58b-combining-3pl-heavyweights/832124/?ref=bullished.co), valued at $5.8 billion. It is expected to close in the first half of 2027, subject to regulatory clearance and RXO shareholder approval. For C.H. Robinson, a roughly one-fifth block is now committed to the yes side.

The lockup is not total freedom lost. The filing says the fund may still review its alternatives, including selling or buying securities and merger-arbitrage activity, subject to the voting agreement. It may also talk with RXO or C.H. Robinson about the deal.

In Monday after-hours trading, RXO shares were at $29.00, about 1% above the $28.65 regular close (market data).

## What to watch

RXO shareholders still have to approve the merger, with MFN's vote already committed. The deal also needs regulatory clearance before its targeted first-half 2027 close.

The voting agreement falls away if the merger agreement is terminated, so MFN's commitment lasts only as long as the deal does.

### Sources

- [SCHEDULE 13D — MFN Partners, LP re: RXO, Inc. (RXO)](https://www.sec.gov/Archives/edgar/data/0001732960/000119312526414547/xslSCHEDULE%5F13D%5FX01/primary%5Fdoc.xml?ref=bullished.co) — SEC EDGAR
- [C.H. Robinson Buys RXO: History's Largest Brokerage Deal - FreightWaves](https://www.freightwaves.com/news/c-h-robinson-buys-rxo-historys-largest-brokerage-deal?ref=bullished.co) — freightwaves.com
- [Trucking Stock RXO Shoots Up 25% After Merger Bid With Rival C.H. Robinson | Investor's Business Daily](https://www.investors.com/news/rxo-trucking-ch-robinson-sp500-merger/?ref=bullished.co) — investors.com
- [CH Robinson to buy RXO for $5.8B, combining 3PL heavyweights | Supply Chain Dive](https://www.supplychaindive.com/news/ch-robinson-to-buy-rxo-for-58b-combining-3pl-heavyweights/832124/?ref=bullished.co) — supplychaindive.com

### More on RXO

- [RXO Holders Offered $30.25 A Share In C.H. Robinson's $5.8 Billion Cash-And-Stock Deal](https://www.bullished.co/rxo-holders-offered-30-25-a-share-in-c-h-robinsons-5-8-billion-cash-and-stock-deal-875b14dd/)

[All RXO (RXO) coverage →](https://www.bullished.co/tag/rxo/)