The simple version

A takeover premium is how far an offer sits above what the target's stock was worth beforehand. The offer price is fixed. The thing it gets compared against is a choice, and different choices produce different percentages from the same offer.

Two acquisitions were announced on October 5, 2026. Schneider Electric agreed to buy PTC for $205 a share, which its release called both a 42.3% and a 46.1% premium. C.H. Robinson agreed to buy RXO at $30.25 a share, called both 29% and 27%.

The numbers

• Schneider Electric will acquire PTC for $205 per share in cash, valuing PTC's equity at approximately $22.6 billion and implying an enterprise value of $23.7 billion (Schneider Electric and PTC, press release, October 5, 2026)
• That offer was described as a 42.3% premium to PTC's last closing price and a 46.1% premium to the previous 30 trading days' volume-weighted average share price (Schneider Electric and PTC, October 5, 2026)
• C.H. Robinson will acquire RXO, with RXO holders receiving $17.25 in cash plus 0.0856 of a C.H. Robinson share, an implied total of $30.25 per share (C.H. Robinson and RXO, press release, October 5, 2026)
• That was described as a premium of 27% to RXO's 90-day volume-weighted average price and 29% to RXO's closing price on Friday, October 2, 2026 (C.H. Robinson and RXO, October 5, 2026)
• The $30.25 implied total is based on C.H. Robinson's 16-day volume-weighted average price of $151.88 as of October 2, 2026 (C.H. Robinson and RXO, footnote 2)
• Both merger agreements were entered into on October 4, 2026, the day before the announcements (PTC Form 8-K and RXO Form 8-K, both filed October 5, 2026)

What a volume-weighted average price is, and why it moves the answer

A closing price is one figure from one moment, the final trade on the day before the news. A volume-weighted average price, or VWAP, averages the stock over a stretch of days and gives busier stretches more weight.

A longer baseline smooths out whatever the stock did in its final days. A stock that drifted up leaves the longer average below the last close, so the gap measured against it looks larger. A stock that drifted down leaves the longer average above, so the gap looks smaller.

Both patterns turned up on the same day. PTC's gap was larger against the 30-day average than against the last close, and RXO's was smaller against the 90-day average than against its closing price. Reading the two pairs backward, PTC's stock sat above its recent average and RXO's sat below, which is our inference rather than a figure either company published.

The length of the window is a choice too. One release used 30 trading days and the other used 90, and neither is more correct. They answer slightly different questions about one offer.

The actual math on a stock-and-cash offer

In the RXO deal the headline price itself rests on an assumption, because part of the payment arrives as shares rather than dollars. The release gives the inputs and the total; the multiplication below is ours.

• Cash portion: $17.25 per RXO share.
• Stock portion: 0.0856 of a C.H. Robinson share, valued at the stated $151.88 average, which is about $13.00.
• $17.25 plus $13.00 is about $30.25, the implied total the release gives.
• The cash is about 57% of that total and the stock about 43%, matching the split the release states for the deal as a whole.

If C.H. Robinson's share price moves between now and closing, the cash stays $17.25 and the share count stays 0.0856, so the value actually delivered moves with it. The $30.25 is a value calculated on a stated date, not a price anyone is guaranteed.

What this means

When a takeover headline leads with a premium, two questions decide what it is worth knowing: against which baseline, and over what window. Releases usually state both, often in the same sentence as the percentage.

The same habit applies to any percentage built on a comparison, from a sale price marked against a former price to a pay raise measured against a prior year. The percentage describes the gap between two numbers, and only one of them is usually fixed.

What this is NOT

This article explains how a takeover premium is calculated, using two deals announced on October 5, 2026 as the examples. It is not a recommendation to buy, sell, or hold PTC, Schneider Electric, RXO, C.H. Robinson, or any security, and it takes no view on whether either price is high, low, or fair. It does not predict whether either deal closes, how either stock trades, or what any share will be worth at closing. The inference about which way each stock moved before announcement is ours, drawn from the published premium pairs, and neither company published those baseline prices. The multiplication in the Real Cost section is our arithmetic on figures the release states. This is not a political endorsement or criticism of anyone.

Sources

• PTC Inc., Form 8-K, Item 1.01, filed October 5, 2026: https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191d8k.htm
• Schneider Electric and PTC Inc., Exhibit 99.1 to PTC Form 8-K, Schneider Electric to acquire PTC, October 5, 2026: https://www.sec.gov/Archives/edgar/data/857005/000119312526413124/d174191dex991.htm
• RXO, Inc., Form 8-K, Item 1.01, filed October 5, 2026: https://www.sec.gov/Archives/edgar/data/1929561/000114036126038548/ef20083265_8k.htm
• C.H. Robinson and RXO, Exhibit 99.1 to RXO Form 8-K, October 5, 2026: https://www.sec.gov/Archives/edgar/data/1929561/000114036126038548/ef20083265_ex99-1.htm