C. H. Robinson Worldwide (CHRW) 10-K risk factor changes: FY2024 vs FY2023

In addition, if a downturn in our customers’ business cycles causes a reduction in the volumes of freight shipped by those customers, particularly [removed: among certain national retailers or] in the [added: retail,] food, beverage, [removed: retail,] [added: automotive, industrial,] manufacturing, housing, [removed: paper, ecommerce,] [added: chemicals,] or [removed: printing] [added: technology] industries, our operating results could be adversely affected.

The [removed: continued] automation of existing processes and [removed: usage] [added: the use] of third-party technology and cloud network capacity [removed: will require adaptation and adjustments that] may increase our exposure to cybersecurity risks and system availability reliance.

We [removed: rely] [added: depend] on our technology staff and third-party vendors to [removed: successfully] implement changes [removed: to,] and [removed: to maintain,] [added: maintain] our [removed: operating] systems [removed: in an efficient manner.][added: efficiently.]

[removed: If we fail] [added: Failure] to maintain, protect, and enhance our operating [removed: systems, we may be at] [added: systems could result in] a competitive disadvantage and [removed: lose] [added: loss of] customers.

[removed: Furthermore, given] [added: Given] the interconnected nature of the supply chain and our significant [removed: presence in the industry, we believe] [added: industry presence,] we may be an attractive target for [removed: such attacks.][added: cyberattacks.]

Our business outside of the [removed: U.S.] [added: United States] is subject to various risks, including:

- intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the [removed: U.S.;][added: United States;]

We derive a significant portion of our total revenues and adjusted gross profits from our largest customers. During [removed: 2023,] [added: 2024,] our top 100 customers based on total revenue comprised approximately [removed: 35] [added: 34] percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately [removed: 28] [added: 27] percent of our consolidated adjusted gross profits.

- reputational and strategic risks due to shifts in customer demands such as customers requiring more [removed: fuel efficient] [added: fuel-efficient] transportation, autonomous transportation modes, or increased transparency to carbon emissions in their supply chains.

We may have difficulties integrating acquired [removed: companies.] [added: companies or efficiently managing divestitures.] For acquisitions, success depends upon efficiently integrating the acquired business into our existing operations.

Our growth and profitability may not continue, [added: or we may not achieve our long-term growth targets,] which may result in a decrease in our stock price. There can be no assurance that our long-term growth targets will be achieved or that we will be able to effectively adapt our management, administrative, and operational systems to respond to any future growth.

Changes to income tax regulations in the [removed: U.S.] [added: United States] and other jurisdictions where we operate may increase our tax liability. We are subject to income taxes in the [removed: U.S.] [added: United States] and other jurisdictions where we operate.

[removed: We] [added: As rules for more jurisdictions will become effective in 2025, we] are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available.

Our business depends upon compliance with numerous government regulations. Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the [removed: U.S.] [added: United States] and similar governmental agencies in foreign countries in which we operate.

We operate as a [added: U.S.] Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the IATA and federal regulations issued by the TSA.

We provide customs brokerage services as a customs broker under a license issued by [removed: U.S. Customs and Border Protection (“CBP”),] [added: CBP,] and we maintain [removed: Customs Trade Partnership Against Terrorism] [added: CTPAT] certification with CBP.

[added: United States] Department of Homeland Security regulations applicable to our customers that import goods into the [removed: U.S.] [added: United States] and our contracted ocean carriers can impact our ability to provide and/or receive services with and from these parties.

We cannot predict the impact [removed: that] future regulations may have on our business.

Our contracted transportation providers are subject to increasingly stringent laws protecting the environment, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business. Future and existing environmental regulatory requirements, including evolving transportation technology, in the [removed: U.S.] [added: United States] and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs.

Until the timing, scope, and extent of such possible regulation becomes [removed: known,] [added: finalized,] we cannot predict its effect on our company, but if we are unable to pass such costs along to our customers, our business could be materially and adversely affected.

Even without any new legislation or regulation, increased public concern regarding greenhouse gas emissions by transportation carriers could harm the reputations of companies operating in the transportation and logistics industries and shift consumer demand toward more [removed: locally sourced] [added: locally-sourced] products and away from our services.

We may be subject to negative impacts of catastrophic events. A disruption or failure of our systems or operations in the event of a major earthquake, weather event, [removed: cyber-attack,] [added: cyber attack,] heightened security measures, actual or threatened terrorist attack, strike, civil unrest, pandemic, or other catastrophic event could cause delays in providing services or performing other critical functions.

- geopolitical factors that may limit the availability of certain carriers;

We rely on technology to operate our business, with the majority of our operating systems developed internally and supplemented by third-party technology, which may subject us to cybersecurity events and disruptions. Our continued success depends on the effective operation and adaptation of these systems to meet the evolving needs of our customers and users.

We process and maintain confidential, proprietary, personal, and sensitive information, including financial and business data.

Our information technology systems, devices, storage, and applications, as well as those maintained by third-party providers, are vulnerable to damage, disruptions, and shutdowns due to cyberattacks, ransomware, malware, phishing, denial of service attacks, and other unauthorized access attempts.

These incidents have occurred in the past and may happen again, potentially causing material service outages, inappropriate access, or other significant business interruptions.

The frequency and sophistication of cyberattacks have increased globally, making it challenging to anticipate and prevent such events or mitigate their effects.

Additionally, we may not immediately detect these incidents.

Many aspects of our operations depend on third-party networks and systems, which are also susceptible to cyber risks.

While we have dedicated resources for security, privacy, and incident response, our processes may not be adequate to prevent or limit harm or to remediate incidents promptly.

A failure to prevent a cyberattack that impacts the performance, reliability, security, and availability of our systems could result in service interruptions, operational difficulties, inability to retain or attract customers, loss of revenues or market share, expose us to legal claims and government actions, liability to customers, reputational damage, and increased service and maintenance costs.

Addressing these issues could be costly, and our insurance coverage may not be sufficient to cover all liabilities.

These impacts could adversely affect our financial condition, results of operations, and growth prospects.

Divestiture activity poses risks, and success depends upon efficiently managing the transition process.

Failure to do so includes potential risks including disruption to our core operations, failure to deliver the anticipated value for shareholders, diverting management’s attention from other strategic initiatives, negative impacts on our customer and carrier relationships, and the loss of key employees.

The inability to successfully manage these risks may result in higher operating expenses, lost revenues, or other negative effects on earnings and our financial results.

Subsequently, multiple sets of administrative guidance have been issued.

Many non-U.S. tax jurisdictions have either enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024, including the European Union Member States, with the adoption of additional components in later years, or announced their plans to enact legislation in future years.

We are subject to these rules in certain jurisdictions in which we operate, and any expected tax impacts have been included in our results.

During 2022 and 2023, we experienced a decline in volumes as shippers struggled with elevated inventory levels and consumer demand was negatively impacted by inflation and macroeconomic uncertainty.

These volume declines have also driven declining freight rates in certain transportation modes and trade lanes.

We rely on technology to operate our business. We have internally developed the majority of our operating systems and also rely on technology provided by third parties.

Our continued success is dependent on our systems continuing to operate and to meet the changing needs of our customers and users.

As demonstrated by recent material and high-profile data security breaches, computer malware, viruses, computer hacking, and phishing attacks have become more prevalent, have occurred on our operating systems in the past, and may occur on our operating systems in the future.

Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee future attacks will have little to no impact on our business.

The insurance coverage we currently have in place may not apply to a particular loss or it may not be sufficient to cover all liabilities to which we may be subject.

A loss for which we are not adequately insured could materially affect our financial results.

Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, a significant impact on the performance, reliability, security, and availability of our operating systems and technical infrastructure to the satisfaction of our users may harm our reputation, impair our ability to retain existing customers or attract new customers, and expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition, results of operations, and growth prospects.

Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics [removed: companies] [added: providers] in the world, with consolidated total revenues of [removed: $17.6] [added: $17.7] billion in [removed: 2023.][added: 2024.]

| | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| [removed: Revenues:] [added: Revenues:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Transportation | | | $ | [removed: 16,372,660] [added: 16,353,745] | | | | | | | | | | | $ | [removed: 23,516,384] [added: 16,372,660] | | | | | | | | | | | $ | [removed: 22,046,574] [added: 23,516,384] | | | | | | | |

| Sourcing | | | [removed: 1,223,783] [added: 1,371,211] | | | | | | | | | | | | [removed: 1,180,241] [added: 1,223,783] | | | | | | | | | | | | [removed: 1,055,564] [added: 1,180,241] | | | | | | | | |

| Total revenues | | | [removed: 17,596,443] [added: 17,724,956] | | | | | | | | | | | | [removed: 24,696,625] [added: 17,596,443] | | | | | | | | | | | | [removed: 23,102,138] [added: 24,696,625] | | | | | | | | |

| [removed: Costs] [added: Costs] and [removed: expenses:] [added: expenses:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchased transportation and related services | | | [removed: 13,886,024] [added: 13,719,935] | | | | | | | | | | | | [removed: 20,035,715] [added: 13,886,024] | | | | | | | | | | | | [removed: 18,994,574] [added: 20,035,715] | | | | | | | | |

| Purchased products sourced for resale | | | [removed: 1,105,811] [added: 1,240,007] | | | | | | | | | | | | [removed: 1,067,733] [added: 1,105,811] | | | | | | | | | | | | [removed: 955,475] [added: 1,067,733] | | | | | | | | |

| Direct internally developed software amortization | | | [removed: 33,620] [added: 44,308] | | | | | | | | | | | | [removed: 25,487] [added: 33,620] | | | | | | | | | | | | [removed: 20,208] [added: 25,487] | | | | | | | | |

| [removed: Total] [added: Total] direct [removed: costs] [added: costs] | | | [removed: 15,025,455] [added: 15,004,250] | | | | | | | | | | | | [removed: 21,128,935] [added: 15,025,455] | | | | | | | | | | | | [removed: 19,970,257] [added: 21,128,935] | | | | | | | | |

| [removed: Gross profits / Gross] [added: Gross profits/Gross] profit [removed: margin] [added: margin] | | | [removed: 2,570,988] [added: 2,720,706] | | | | | | [removed: 14.6] [added: 15.3] | | % | | | | [removed: 3,567,690] [added: 2,570,988] | | | | | | [removed: 14.4] [added: 14.6] | | % | | | | [removed: 3,131,881] [added: 3,567,690] | | | | | | [removed: 13.6] [added: 14.4] | | % |

| Plus: Direct internally developed software amortization | | | [removed: 33,620] [added: 44,308] | | | | | | | | | | | | [removed: 25,487] [added: 33,620] | | | | | | | | | | | | [removed: 20,208] [added: 25,487] | | | | | | | | |

| [removed: Adjusted] [added: Adjusted] gross [removed: profits / Adjusted] [added: profits/Adjusted] gross profit [removed: margin] [added: margin] | | | $ | [removed: 2,604,608] [added: 2,765,014] | | | | | [removed: 14.8] [added: 15.6] | | % | | | | $ | [removed: 3,593,177] [added: 2,604,608] | | | | | [removed: 14.5] [added: 14.8] | | % | | | | $ | [removed: 3,152,089] [added: 3,593,177] | | | | | [removed: 13.6] [added: 14.5] | | % |

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Total revenues | | | | | | $ | [removed: 17,596,443] [added: 17,724,956] | | | | | $ | [removed: 24,696,625] [added: 17,596,443] | | | | | $ | [removed: 23,102,138] [added: 24,696,625] | |

| Operating income | | | | | | [removed: 514,607] [added: 669,141] | | | | | | [removed: 1,266,782] [added: 514,607] | | | | | | [removed: 1,082,108] [added: 1,266,782] | | |

| Operating margin | | | | | | [removed: 2.9] [added: 3.8] | | % | | | | [removed: 5.1] [added: 2.9] | | % | | | | [removed: 4.7] [added: 5.1] | | % |

| Adjusted gross profit | | | | | | $ | [removed: 2,604,608] [added: 2,765,014] | | | | | $ | [removed: 3,593,177] [added: 2,604,608] | | | | | $ | [removed: 3,152,089] [added: 3,593,177] | |

| Adjusted operating margin | | | | | | [removed: 19.8] [added: 24.2] | | % | | | | [removed: 35.3] [added: 19.8] | | % | | | | [removed: 34.3] [added: 35.3] | | % |

The North America surface transportation market [removed: continues] [added: continued] to experience [removed: weak freight demand combined with] excess carrier [removed: capacity,] [added: capacity relative to shipper demand throughout 2024,] which [removed: is resulting] [added: resulted] in an oversupplied and very competitive market.

These conditions are typically referred to as a soft market and [removed: have existed throughout most of 2023 with] [added: resulted in] transportation rates at, or near, the estimated cost to operate a [removed: truck.][added: truck for much of 2024.]

One of the [added: key] metrics we use to measure market conditions is the truckload routing guide depth from our Managed [removed: Services] [added: Solutions] business.

Average routing guide depth has remained low throughout [removed: 2023] [added: 2024] and finished the year at [removed: 1.2,] [added: 1.3,] representing that on average, the first carrier in a [removed: shipper's] [added: shipper’s] routing guide was executing the shipment in most cases.

Our [removed: 2023 surface transportation] [added: 2024 Global Forwarding] results were largely consistent with the trends discussed [added: above] in the market trends section.

The weak freight demand and excess carrier capacity in the market [removed: has] resulted in most shipments moving under committed pricing agreements and suppressed freight rates on the limited number of shipments reaching the spot [removed: market.][added: market for most of 2024.]

Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately [removed: 18.5] [added: 5.5] percent during [removed: 2023.][added: 2024.]

Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, decreased approximately [removed: 21.0] [added: 5.0] percent during [removed: 2023.][added: 2024.]

Our [removed: 2023 Global Forwarding] [added: 2024 surface transportation] results were largely consistent with the trends discussed [removed: above] in the market trends [removed: section.][added: section and similar to trends experienced in the prior year.]

Our total ocean freight volumes [removed: decreased 5.0] [added: increased 5.5] percent while our air freight tonnage [removed: decreased 6.5] [added: increased 17.0] percent in [removed: 2023.][added: 2024 compared to the prior year.]

The following summarizes select [removed: 2023] [added: 2024] year-over-year operating comparisons to [removed: 2022:][added: 2023:]

- Total revenues [removed: decreased 28.7] [added: increased 0.7] percent to [removed: $17.6] [added: $17.7] billion, primarily driven by [removed: lower] [added: higher] pricing [added: and volume] in our ocean [added: services, partially offset by lower pricing] and [added: volume in our] truckload services.

- Gross profits [removed: decreased 27.9] [added: increased 5.8] percent to [removed: $2.6] [added: $2.7] billion.

Adjusted gross profits [removed: decreased 27.5] [added: increased 6.2] percent to [removed: $2.6] [added: $2.8] billion, primarily driven by [removed: lower] [added: higher] adjusted gross [removed: profits] [added: profit] per transaction in [added: our] truckload and ocean services.

- Personnel expenses decreased [removed: 14.9] [added: 0.6] percent to $1.5 billion, primarily due to cost optimization efforts and [removed: lower] [added: productivity improvements, partially offset by higher] variable [removed: compensation.][added: compensation and higher restructuring charges related to workforce reductions.]

Average employee headcount decreased [removed: 8.9] [added: 10.3] percent.

- Income from operations totaled [removed: $514.6] [added: $669.1] million, [removed: down 59.4] [added: up 30.0] percent from last year, due to [removed: a decline] [added: an increase] in adjusted gross profits, partially offset by the [removed: decline] [added: increase] in operating expenses.

Adjusted operating margin of [removed: 19.8] [added: 24.2] percent [removed: decreased 1,550] [added: increased 440] basis points.

- Interest and other [removed: expenses,] [added: income/expenses,] net totaled [removed: $105.4] [added: $89.9] million, which primarily consisted of [removed: $90.2] [added: $85.9] million of interest expense, which [removed: increased $13.1] [added: decreased $4.3] million versus last year due to [removed: higher] [added: a lower] average [removed: variable interest rates.][added: debt balance.]

The current year results also included a [removed: $24.4] [added: $7.4] million net loss from foreign currency revaluation and realized foreign currency gains and losses.

We deliver logistics like no one else.

Companies around the world look to us to reimagine supply chains, advance freight technology, and solve logistics

challenges—from the simple to the complex.

We are grounded in our promise to deliver exceptional customer success, using our expertise, scale, and tailored solutions to help customers navigate increasingly complex global supply chains.

| Operating income | | | | | | 669,141 | | | | | | 514,607 | | | | | | 1,266,782 | | |

Although carrier capacity has begun exiting the market, it has been at rates much slower than is typically seen at this stage of the market cycle.

Average routing guide depth at the end of 2023 was 1.2 and held at that level before increasing slightly at the end of 2024.

The global forwarding market experienced significant volatility in 2024, impacted by re-routing, extended transit times, and improving demand.

Most carriers avoided the Suez Canal for the majority of 2024 due to the Red Sea conflict, which increased transit times, straining global carrier capacity.

Consequently, ocean freight rates have remained elevated compared to the prior year.

Uncertainty remains on how the Red Sea conflict, along with geopolitical factors and new capacity entering the market, will impact the global forwarding market in 2025.

The global air freight market has largely stabilized, although air freight costs remain elevated compared to the prior year.

The elevated ecommerce export demand from Asia during much of 2024 resulted in the repositioning of air freight capacity to that trade lane, causing freighter capacity shortages in other trade lanes and driving up pricing in the market in certain trade lanes.

Despite these challenging market conditions, we were able to improve our adjusted gross profit per transaction in 2024 compared to 2023 as a result of disciplined pricing and capacity procurement efforts leading to better adjusted gross profits per transaction within our transactional portfolio.

We experienced elevated purchased transportation costs in 2024 compared to the prior year, resulting in increased total revenues and cost of purchased transportation in ocean services.

In 2024, the global forwarding market faced disruptions that led to a significant rise in freight rates.

This contrasts with 2023, which saw weak demand and elevated levels of capacity.

These market dynamics resulted in a notable increase in both total revenues and cost of purchased transportation compared to the previous year.

- Other selling, general, and administrative (“SG&A”) expenses increased 2.5 percent to $639.6 million, primarily due to a $44.5 million loss on the divestiture of our Europe Surface Transportation business.

The prior year included

$19.6 million of charges, primarily related to the divestiture of our operations in Argentina.

In addition, other SG&A expenses decreased across several expense categories in the current year.

The lower rate in the current year was driven by the impact of non-recurring discrete items and higher U.S. tax credits, partially offset by higher pre-tax income and lower foreign tax credits.

A similar discussion and analysis that compares the twelve months ended December 31, 2023, to the twelve months ended December 31, 2022, can be

Total revenues and direct costs. Total revenues and direct costs were essentially flat with the prior year with significant offsetting impacts from ocean and truckload services.

Ocean transportation revenues and direct costs increased, driven by the volatile market conditions experienced in 2024, as discussed in the market trends section above, which significantly impacted carrier capacity and led to increased ocean freight rates.

Conversely, truckload transportation revenues and direct costs decreased compared to the prior year.

This decline in truckload pricing and purchased transportation costs was driven by the soft market conditions in surface transportation, characterized by an oversupply of carrier capacity throughout most of 2024.

The higher adjusted gross profits per transaction in ocean services were driven by the challenges facing the global forwarding market, which resulted in elevated pricing.

In truckload services, the increase was driven by the improved execution and disciplined pricing and capacity procurement efforts from our team within our transactional portfolio during 2024.

Other SG&A expenses increased primarily due to the divestiture of our Europe Surface Transportation business, which was partially offset by the impact of the divestiture of our Argentina operations in 2023 discussed below.

In addition to the above, our personnel expenses for 2024 included $24.1 million of severance and related personnel expenses related to our 2024 Restructuring Program.

We also incurred $66.2 million in other SG&A expenses in 2024.

These expenses were primarily due to a $44.5 million loss related to the divestiture of our Europe Surface Transportation business and $21.9 million related to our 2024 Restructuring Program.

We also incurred $19.6 million of other SG&A expenses primarily related to the divestiture of our Argentina operations.

Refer to Note 15, *Divestitures*, for further discussion related to the divestiture of our Europe Surface Transportation business and Argentina operations.

The current year also included a $7.4 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses.

The lower pricing and purchased transportation costs in truckload services were driven by the soft market conditions experienced throughout 2024 as the market remained in a prolonged stage of oversupplied carrier capacity.

These declines were partially offset by increased revenues and direct costs in LTL services driven by increased volumes.

This improvement was driven by improved execution and disciplined pricing and capacity procurement within our transactional portfolio in 2024.

We bring together customers, carriers, and suppliers to connect and grow supply chains.

We are grounded in our customer promise to use our technology, which is built by and for supply chain experts and powered by our information advantage, to deliver smarter solutions.

These global solutions, combined with the expertise of our people, deliver value–from improved cost reductions and reliability to sustainability and visibility–that our customers and carriers can rely on.

This compared to historically elevated transportation rates in the first half of 2022 before global demand began to slow and market conditions began to soften in the middle of 2022.

Average routing guide depth started at 1.7 in 2022 before the softening market conditions resulted in a decline to 1.2 at the end of 2022 and holding at those levels throughout 2023.

Similar to the North America surface transportation market, the global forwarding market was soft throughout 2023 as ocean vessel capacity has continued to expand relative to demand.

These softening market conditions began in the middle of 2022 and continued throughout 2023.

New vessel deliveries are expected to continue in the near term and further increase capacity in the industry and put downward pressure on ocean freight rates into the coming year.

Partially offsetting these factors are global disruptions, which are impacting the capacity market and resulting in transit interruptions and vessel reroutings.

These are expected to strain capacity in the coming year and result in elevated pricing, although the timeline to resolve these disruptions remains unclear.

There continues to be more than sufficient air freight capacity in the market, which has kept air freight rates suppressed throughout 2023.

This resulted in declines in both our total revenues and adjusted gross profits in 2023.

This compared to the prior year where surface transportation rates were declining from historically elevated levels, which benefited our results in 2022 as periods where the cost of transportation declines often results in improved adjusted gross profits per shipment in our portfolio.

We experienced a decline in both total revenues and adjusted gross profits in our ocean and air freight businesses in 2023 compared to the prior year.

These declines were largely driven by the weak global demand and the excess ocean vessel capacity in the market during 2023.

The prior year benefited from elevated demand and higher transportation rates in the first half of 2022 before they began to rapidly decline in the second half of 2022 and into 2023.

- Other selling, general, and administrative (“SG&A”) expenses increased 3.5 percent to $624.3 million, primarily due to a $25.3 million gain on the sale-leaseback of our Kansas City regional center recorded in the prior year, partially offset by decreased purchased and contracted services in the current year.

In addition, volume declined in nearly all transportation services compared to the prior year.

Transportation rates have declined from the prior year driven by the weak freight demand combined with excess carrier capacity experienced throughout most of 2023 in both the surface transportation and global forwarding markets.

Transportation rates remained historically elevated for the first half of 2022 before global demand began to slow and market conditions began to soften in the middle of 2022 and continued throughout 2023.

The lower adjusted gross profits per transaction was driven by the weak freight demand and excess capacity in the surface transportation and global forwarding markets discussed in the market trends and business trends sections above, which have suppressed freight rates in the twelve months ended December 31, 2023.

Our prior year surface transportation adjusted gross profits per transaction benefited from market conditions beginning to soften, resulting in the declining cost of purchased transportation relative to our contractual rates negotiated in prior quarters.

Similarly, freight demand and transportation rates remained historically elevated in the first half of 2022 in the global forwarding market until they began to rapidly decline in the second half of 2022 and into 2023.

Other SG&A expenses increased primarily due to a $23.5 million gain on the sale-leaseback of a facility in Kansas City in the prior year.

This increase was partially offset by decreased purchased and contracted services, including temporary labor in 2023.

Operating expenses in 2022 included $21.5 million of severance and related expenses and $15.2 million of other SG&A expenses, primarily due to the impairment of certain capitalized internally developed software from our 2022 Restructuring Program.

The prior year included a $23.5 million unfavorable impact of foreign currency revaluation and realized foreign currency gains and losses driven primarily by balances denominated in U.S. Dollars, including intercompany balances, in regions where the U.S. Dollar is not the functional currency and a $9.3 million foreign currency loss related to the devaluation of the Argentine Peso.

These impacts were partially offset by state income taxes, net of federal benefits, which increased the effective tax rate by 2.1 percentage points.

Total revenues and direct costs. NAST total revenues and direct costs decreased driven by lower pricing and freight costs in truckload and LTL services compared to the prior year in addition to volume declines in both services.

Transportation rates have declined from the prior year driven by weak freight demand resulting in declining volume combined with the excess carrier capacity experienced throughout most of 2023 in the surface transportation market.

Transportation rates remained historically elevated for the first half of 2022 before global demand began to slow and market conditions began to soften in the middle of 2022, which continued throughout 2023.

Volumes also declined in both services.

The lower adjusted gross profits per transaction was driven by the weak freight demand and excess capacity in the surface transportation markets discussed in the market trends and business trends sections above, which have suppressed freight rates in the twelve months ended December 31, 2023.

NAST adjusted gross profits per transaction in the twelve months ended December 31, 2022, benefited from market conditions beginning to soften, resulting in the declining cost of purchased transportation relative to our previously negotiated contractual rates.

NAST SG&A expenses decreased primarily due to lower allocated corporate expenses and the impact of elevated legal settlements included in the prior year.

NAST operating expenses also included $1.1 million and $6.3 million of severance and related expenses from our 2022 Restructuring Program in the twelve months ended December 31, 2023 and 2022, respectively.

The twelve months ended December 31, 2022, also included $3.2 million of other SG&A expenses, primarily due to the impairment of certain capitalized

internal developed software from our 2022 Restructuring Program.

Transportation rates have declined from the prior year driven by the weak freight demand resulting in declining volume combined with excess carrier capacity experienced throughout most of 2023.

In the prior year, freight demand and transportation rates in the global forwarding market remained historically elevated in the first half of 2022 until they began to rapidly decline in the second half of 2022 and into 2023.

We had [removed: $145.5] [added: $145.8] million of cash and cash equivalents on December 31, [removed: 2023.][added: 2024.]

There was [removed: $160] [added: $9] million outstanding on the revolving credit facility as of December 31, [removed: 2023.][added: 2024.]

There was $325 million outstanding on the Senior Notes as of December 31, [removed: 2023.][added: 2024.]

The fair value of the Senior Notes approximated [removed: $315.7] [added: $293.1] million as of December 31, [removed: 2023.][added: 2024.]

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated [removed: $581.2] [added: $583.3] million as of December 31, [removed: 2023,] [added: 2024,] based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was [removed: $595.9] [added: $596.9] million as of December 31, [removed: 2023.][added: 2024.]

We are a party to a Receivables Securitization Facility with various [removed: lenders that] [added: lenders, which] provides an aggregate funding available of $500 million.

There was [removed: $499.5] [added: $446.8] million outstanding, net of unamortized issuance costs, on the Receivables Securitization Facility as of December 31, [removed: 2023.][added: 2024.]

Our primary foreign exchange risks are associated with the U.S. Dollar versus the Euro, Chinese Yuan, [removed: and] Singapore [removed: Dollar.][added: Dollar, and Mexican Peso.]

All other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against these currencies on December 31, [removed: 2023,] [added: 2024,] would have decreased our net income by approximately [removed: $30.8] [added: $7.5] million and a hypothetical 10 percent strengthening of the U.S. Dollar against these on December 31, [removed: 2023,] [added: 2024,] would have increased our net income by approximately [removed: $25.2] [added: $6.2] million.

The Company may seek to manage its exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts although the impact of foreign currency forward contracts were not material as of and for the twelve months ended December 31, 2024.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics [removed: companies] [added: providers] in the world, with consolidated total revenues of [removed: $17.6] [added: $17.7] billion in [removed: 2023.][added: 2024.]

We are grounded in our [removed: customer] promise to [removed: use] [added: deliver exceptional customer success, using] our [removed: technology, which is built by and for supply chain experts] [added: expertise, scale] and [removed: powered by our information advantage, to deliver smarter] [added: tailored] solutions [removed: and] [added: to] help [added: customers] navigate increasingly complex global supply chains.

We [removed: work closely with a wide variety of transportation companies and] utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight.

As an integral part of our transportation services, we also provide a wide range of value-added logistics services, such as freight consolidation, [added: drop trailer, cross-border logistics,] customs [removed: brokerage,] [added: brokerage and trade compliance,] supply chain consulting and [removed: analysis, emission analytics, optimization,] [added: design,] and [removed: reporting.][added: fully managed third-party logistics (“3PL”) and fourth-party logistics (“4PL”) solutions.]

The foundation for much of our logistics expertise can be traced to this original business, founded in 1905, which gives us significant experience in handling produce and [removed: temperature-controlled] [added: temperature controlled] commodities.

The All Other and Corporate segment includes Robinson Fresh, Managed [removed: Services,] [added: Solutions,] Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses.

See additional disclosure in Note [removed: 9,] [added: 8,] *Segment Reporting*, to our consolidated financial statements.

NAST provides transportation and logistics services across North America through a network of offices in the [removed: U.S.,] [added: United States,] Canada, and Mexico.

- Truckload: Through our contracts with motor carriers, we have access to dry vans, [removed: temperature-controlled] [added: temperature controlled] vans, flatbeds, and bulk capacity.

Through the use of [removed: Navisphere,] [added: our proprietary Navisphere platform®,] we connect our customers with contracted motor carriers that specialize in their transportation lanes and product types, and we help contracted motor carriers optimize the usage of their equipment.

In addition, we provide fee-based Managed [removed: Services,] [added: Solutions,] warehousing services, [removed: small parcel,] and other services.

The C.H. Robinson team then ensures [removed: that] all necessary information regarding each shipment is available in Navisphere.

We utilize the information from Navisphere and other available sources to select the best contracted carrier based [removed: upon] [added: on] factors such as their service score, equipment availability, freight rates, and other relevant factors.

[added: The carrier’s contract is with us, not the] customer, and we are responsible for prompt payment of freight charges.

In our Managed [removed: Services] [added: Solutions] business, we are [added: often] acting as the shipper’s agent.

As a result of our logistics capabilities, our technology, our global suite of services, and [removed: available] [added: integrated] modes of transportation, some of our customers have us handle all, or a substantial portion, of their freight transportation [removed: requirements.][added: needs.]

When we enter into prearranged rate agreements for truckload services with our customers, we usually have fuel surcharge agreements that allow for fuel to primarily act as a pass-through cost, in addition to the underlying [removed: line-haul] [added: linehaul] portion of the rate.

We analyze customers’ [removed: current] transportation rate structures, modes of shipping, and carrier selection.

We help customers minimize storage through [removed: crossdocking] [added: transloading, crossdocking, drop trailer] and other flow-through operations.

Many of these services are provided in connection with providing the [removed: transportation services] [added: freight transportation,] based on the nature of the customer relationship.

[removed: In addition to these transportation services, we may also provide a wide range] [added: Our breadth] of value-added [removed: logistics services, such as freight consolidation, customs brokerage,] [added: services also includes] supply chain consulting and [removed: analysis, emission] [added: design, emissions] analytics, [removed: optimization,] [added: customs brokerage] and [removed: reporting, for] [added: compliance, project logistics, warehousing, and cargo insurance—for] which we are usually paid separately.

We have broadened our relationship with many of our customers [removed: through an emphasis on] [added: by emphasizing] integrated logistics solutions, resulting in our management of a greater portion of their supply chains.

Transportation services accounted for approximately 95 percent of adjusted gross profits in [added: 2024 and] 2023 and 97 percent of adjusted gross profits in [removed: 2022 and 2021.][added: 2022.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Truckload | | | $ | [removed: 1,039,079] [added: 1,072,691] | | | | | $ | [removed: 1,561,310] [added: 1,039,079] | | | | | $ | [removed: 1,280,629] [added: 1,561,310] | | | | | $ | [removed: 1,071,873] [added: 1,280,629] | | | | | $ | [removed: 1,348,878] [added: 1,071,873] | |

| LTL | | | [removed: 550,373] [added: 572,169] | | | | | | [removed: 632,116] [added: 550,373] | | | | | | [removed: 523,365] [added: 632,116] | | | | | | [removed: 457,290] [added: 523,365] | | | | | | [removed: 477,348] [added: 457,290] | | |

| Ocean | | | [removed: 420,883] [added: 519,970] | | | | | | [removed: 729,839] [added: 420,883] | | | | | | [removed: 711,223] [added: 729,839] | | | | | | [removed: 350,094] [added: 711,223] | | | | | | [removed: 308,367] [added: 350,094] | | |

| Air | | | [removed: 123,470] [added: 135,901] | | | | | | [removed: 198,166] [added: 123,470] | | | | | | [removed: 225,286] [added: 198,166] | | | | | | [removed: 151,443] [added: 225,286] | | | | | | [removed: 106,777] [added: 151,443] | | |

| Customs | | | [removed: 97,096] [added: 107,480] | | | | | | [removed: 107,691] [added: 97,096] | | | | | | [removed: 100,539] [added: 107,691] | | | | | | [removed: 87,095] [added: 100,539] | | | | | | [removed: 91,828] [added: 87,095] | | |

| Other Logistics Services | | | [removed: 255,735] [added: 225,599] | | | | | | [removed: 251,547] [added: 255,735] | | | | | | [removed: 210,958] [added: 251,547] | | | | | | [removed: 195,159] [added: 210,958] | | | | | | [removed: 149,664] [added: 195,159] | | |

| Total | | | $ | [removed: 2,486,636] [added: 2,633,810] | | | | | $ | [removed: 3,480,669] [added: 2,486,636] | | | | | $ | [removed: 3,052,000] [added: 3,480,669] | | | | | $ | [removed: 2,312,954] [added: 3,052,000] | | | | | $ | [removed: 2,482,862] [added: 2,312,954] | |

Because of its perishable nature, produce must be rapidly packaged, carefully transported within tight timetables, usually in [removed: temperature-controlled] [added: temperature controlled] equipment, and quickly distributed to replenish high-turnover inventories maintained by our customers.

Sourcing accounted for approximately five percent of our adjusted gross profits in [added: 2024 and] 2023 and three percent of our adjusted gross profits in [removed: 2022 and 2021.][added: 2022.]

During [removed: 2023,] [added: 2024,] we served [removed: more than 90,000] [added: 83,000] customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.

During [removed: 2023,] [added: 2024,] our largest customer accounted for approximately two percent of our consolidated total revenues.

We believe [removed: that] our account management disciplines, expertise, [added: tailored solutions,] and technology [removed: built by and for supply chain experts] enable our employees to better serve our customers by combining a broad knowledge of logistics and market conditions with a deep, data-driven, understanding of the specific supply chain issues facing individual customers and [removed: certain] [added: specific] industries.

We compete against [removed: many] [added: traditional and non-traditional] logistics companies, including [removed: technology-based service companies, trucking companies, property] [added: transportation providers that own equipment, third-party] freight brokers, [added: technology matching services, internet freight brokers,] carriers offering logistics services, [added: on-demand transportation service providers,] NVOCCs, IACs, and freight forwarders.

*•*People and relationships: Our knowledgeable, dedicated, and empowered people act as an extension of our customers’ [removed: teams—logistics experts they can rely on—to] [added: teams to] innovate and execute their supply chain strategies.

- Global suite of services: A wide [added: and integrated] selection of services and products [removed: help] provide our customers with consistent capacity and service levels;

- Scale: Our customers leverage our [removed: industry-leading] [added: significant] capacity, broad procurement options, global data insights, and substantial shipment volumes for better efficiency, service, and marketplace advantages;

We deliver logistics like no one else.

Companies around the world look to us to reimagine supply chains, advance freight technology and solve logistics challenges—from the simple to the complex.

Operating throughout North America, Europe, Asia, Oceania, South America, and the Middle East, we help ensure the seamless delivery of goods across industries and continents.

Our global suite of multimodal logistics services brings together the expertise of our people with custom technology differentiated by one of the largest datasets on shipments, routings, and carriers in the world.

The Robinson Operating Model is the foundation of our strategy, execution, and accountability throughout the organization.

Rooted in Lean principles, it has elevated our team and leaders to focus on accelerated opportunity identification and operational effectiveness in delivering value to our customers.

Leveraging our rich datasets supported by the framework of the Robinson Operating Model, our culture has embraced a disciplined approach to continuous improvement and speed of decision making.

As one of the world’s largest logistics platforms, our proprietary technology connects 83,000 customers and 450,000 carriers.

We work closely with a global network of transportation companies, including contracted motor carriers, railroads, and ocean and air carriers.

In 2024, our customers trusted us to manage approximately 37 million shipments and $23 billion in freight.

Our global team of supply chain experts, differentiated technology, and integrated product portfolio across ocean, air, rail, and truck shipping bring unique value to the marketplace.

Our global perspective across all links in the supply chain are critical in supporting shippers through market volatility and global supply chain disruptions.

We are also a key driver of digital transformation in our industry.

Our innovations with artificial intelligence (“AI”), machine learning, and data science benefit our customers and help power our growth strategy.

We are expanding the use of generative AI in our industry, creating proprietary technology to perform work that defied automation for decades.

Our customers get better service, faster speed-to-market and more cost savings, while our people are freed from repetitive, mundane tasks so they can focus on more strategic work.

Our enhancements to our dynamic costing and pricing models are key contributors to expanding our operating margins and growing volume and market share.

In November 2024, we launched C.H. Robinson Managed Solutions™ to address a growing gap in the marketplace for shippers wanting seamless access to 4PL services, 3PL, managed transportation and Transportation Management Services (“TMS”) technology from one provider.

Consulting services, logistics optimization, and day-to-day logistics management services formerly offered through our TMC division are now offered through Managed Solutions.

The sale of our Europe Surface Transportation business was announced in July 2024 and closed in February 2025.

- Data, products, and technology: The combination of our expertise, scale and tailored solutions gives our technology an edge.

Generative AI is especially powerful in our hands, helping us unlock the value in our vast amount of unstructured data and create new proprietary technology that leads the industry forward.

Our operations primarily use Navisphere, our global, multimodal transportation management system.

It is essential for serving our customers and contract carriers and for managing our business.

Navisphere gives customers one place to purchase, manage, and track their freight transportation around the world.

Enhancements to our dynamic costing and pricing models allow us to react to market signals more quickly and accurately.

Through a combination of more inputs, an upgraded algorithm, and greater configurability, these proprietary data science models serve to optimize our purchasing of shipping capacity and the price we offer our customers.

We continue to drive digital transformation in our industry.

Using generative AI and large language models, we have created proprietary technology that automates steps across the lifecycle of a shipment: from giving customers a price quote, to accepting a load, to setting appointments for pickup and delivery, to checking on the load in transit.

Transactions are performed in seconds, giving customers greater efficiency, speed-to-market, and cost savings while improving employee productivity, as measured by shipments per person per day.

Our employees bring our enterprise strategy and the Robinson Operating Model to life through The Robinson Way, a comprehensive culture framework encompassing our company purpose, customer promise, and behavioral advantages (Authentic, Persistent, Accountable, Curious, United).

This framework emphasizes delivering exceptional service and high value through our expertise, scale and tailored solutions.

We believe The Robinson Way offers a clear understanding for employees on how their roles contribute to the company’s success and provides a sense of purpose and direction.

It emphasizes forging lasting relationships with integrity, honesty, and respect; committing to getting the job done right; owning successes and failures and learning from both; challenging the status quo; and working together to raise the bar.

This framework not only aligns employees with the company’s strategic goals but also creates a high-performance culture of engagement, recognition, and continuous improvement, ultimately enhancing career growth and job satisfaction.

We attract, retain, and reward exceptional talent through our performance culture, which is grounded in our purpose, and a commitment to their career development and growth.

As a service company, we know that to succeed and win in the market we need to provide a workplace environment where our people believe they are empowered to succeed, can grow and learn, and are proud to work.

We are a global company with a large and varied customer and contract carrier base.

We work with 83,000 customers across a wide variety of industries, with 450,000 contract carriers on our platform.

As of December 31, 2024, we had a total of 13,781 employees in 38 countries.

We bring together customers, carriers, and suppliers to connect and grow supply chains.

These global solutions, combined with the expertise of our people, deliver value–from improved cost reductions and reliability to sustainability and visibility–that our customers and carriers can rely on.

In 2023, we handled approximately 19 million shipments and worked with more than 90,000 customers.

Operating throughout North America, Europe, Asia, Oceania, South America, and the Middle East, we offer a global suite of multi-modal services that brings together the value of our expertise and account management services with custom technology differentiated by our unmatched data and scale.

Our EDGE values are the core of our strategy and drive us to Evolve Constantly, Deliver Excellence, Grow Together, and Embrace Integrity.

As one of the world’s largest global logistics platforms, we solve logistics problems for companies across the globe and across industries, from simple to the most complex.

In 2023, we processed approximately 19 million shipments and had $22 billion of freight under management.

In 2023, we had more than 450,000 contracted transportation companies around the world on our platform, including contracted motor carriers, railroads (primarily intermodal service providers), and ocean and air carriers.

Our employees, technology, and product portfolio enable us to provide a differentiated experience, remain flexible, and provide solutions that optimize service for our customers.

With the combination of our multimodal transportation management system and expertise, we use our information advantage to deliver smarter solutions for more than 90,000 customers and the more than 450,000 contract carriers on our platform.

Managed Services is primarily comprised of our TMC division, which offers Managed TMS® (“Managed TMS”).

Managed TMS combines the use of our global technology platform Navisphere® (“Navisphere”), logistics process expertise, and consulting services in relation to the use of motor carriers and other transportation providers chosen by our customers.

Customers can access Navisphere, logistics experts, and supply chain engineers to manage their day-to-day operations and optimize supply chain performance.

The carrier’s contract is with us, not the

In recent years, we have grown by adding new customers and by increasing our volumes with, and providing more services to, our existing customers.

- Information, products, and technology: The combination of our global suite of services, unparalleled quantity of relationships, and scale provide us with an information advantage.

Our technology and software platform is essential to serve our customers and contracted carriers and to manage our business.

arrival using artificial intelligence are provided for the customer to manage their supply chain exceptions.

Our standard

the California Consumer Privacy Act.

Our talent strategy is built on our EDGE values: Evolve Constantly, Deliver Excellence, Grow Together, and Embrace Integrity.

Our EDGE values are brought to life through our Leadership Principles: Adapt and Change, Constantly Innovate and Improve, Deliver Exceptional Results, Compete to Win, Value Differences, Inspire, Coach and Develop our People, and Think Like the Customer.

Our Leadership Principles are unique to us and provide a shared understanding of what it means to lead and grow at C.H. Robinson; they reinforce our culture and help drive exceptional results.

We attract, retain, and reward exceptional talent by creating an inclusive, high-performing culture and engaging employees with meaningful work at a place where they feel they belong, can grow, and are proud to work.

This includes, but is not limited to, hiring and retention, culture, employee engagement, succession planning, compensation and benefits, and human resources or DEI-related risks.

As of December 31, 2023, we had a total of 15,246 employees in 39 countries, 12,954 of whom are network employees, as presented below.

| Network employees | | | | | | 8,902 | | | | | | 1,639 | | | | | | 1,675 | | | | | | 415 | | | | | | 323 | | | | | | 12,954 | | |

| Shared services employees | | | | | | 1,546 | | | | | | 429 | | | | | | 253 | | | | | | 26 | | | | | | 38 | | | | | | 2,292 | | |

| Total Employees | | | | | | 10,448 | | | | | | 2,068 | | | | | | 1,928 | | | | | | 441 | | | | | | 361 | | | | | | 15,246 | | |

| Contingent workers | | | | | | 1,096 | | | | | | 14 | | | | | | 62 | | | | | | 4 | | | | | | 40 | | | | | | 1,216 | | |

*Diversity, Equity, and Inclusion (DEI)*

Fostering a diverse and inclusive workforce is core to our company values.

It is imperative to our business and the right thing to do.

The unique experiences and backgrounds of our employees create a stronger, more innovative and successful team.

Our commitment to DEI is brought to life by integrating our DEI strategic pillars (workplace diversity, workforce inclusivity, partnerships, and accountability) across our talent strategies and into our business.

We believe the way to make progress on our DEI initiatives is by taking a shared approach to accountability.

DEI metrics are tracked and reviewed quarterly with senior leadership.

This allows leaders to spot trends and act as needed.

Additionally, we have identified aspirational goals to be met by 2025 that focus on hiring, retention, engagement, and leadership representation for women (globally) and people of color (U.S. only).

We regularly assess our progress on these goals and will evaluate future goals as we continue to advance and maintain our objectives.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June [removed: 30, 2023,] [added: 28, 2024,] was [removed: $10,946,231,526] [added: $10,299,490,294] (based upon the closing price of [removed: $94.35] [added: $88.12] per common share on that date as quoted on The Nasdaq Global Select Market).

As of February [removed: 14, 2024,] [added: 12, 2025,] the number of shares outstanding of the registrant’s common stock, par value $0.10 per share, was [removed: 116,890,760.][added: 118,705,622.]

Portions of the Registrant’s Proxy Statement relating to its [removed: 2024] [added: 2025] Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III.

For the Year Ended December 31, [removed: 2023][added: 2024]

| Item 1. | | | [removed: [Business](#i4f591f9e87fd4c14b4b4ccd51991bba1_13)] [added: [Business](#i67881dcefe0c4c379cc7e0dc20deaafb_13)] | | | [removed: [3](#i4f591f9e87fd4c14b4b4ccd51991bba1_13)] [added: [3](#i67881dcefe0c4c379cc7e0dc20deaafb_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4f591f9e87fd4c14b4b4ccd51991bba1_19)] [added: Factors](#i67881dcefe0c4c379cc7e0dc20deaafb_19)] | | | [removed: [16](#i4f591f9e87fd4c14b4b4ccd51991bba1_19)] [added: [15](#i67881dcefe0c4c379cc7e0dc20deaafb_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4f591f9e87fd4c14b4b4ccd51991bba1_22)] [added: Comments](#i67881dcefe0c4c379cc7e0dc20deaafb_22)] | | | [removed: [22](#i4f591f9e87fd4c14b4b4ccd51991bba1_22)] [added: [21](#i67881dcefe0c4c379cc7e0dc20deaafb_22)] | | |

| Item 2. | | | [removed: [Properties](#i4f591f9e87fd4c14b4b4ccd51991bba1_25)] [added: [Properties](#i67881dcefe0c4c379cc7e0dc20deaafb_28)] | | | [removed: [24](#i4f591f9e87fd4c14b4b4ccd51991bba1_25)] [added: [23](#i67881dcefe0c4c379cc7e0dc20deaafb_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4f591f9e87fd4c14b4b4ccd51991bba1_28)] [added: Proceedings](#i67881dcefe0c4c379cc7e0dc20deaafb_31)] | | | [removed: [24](#i4f591f9e87fd4c14b4b4ccd51991bba1_28)] [added: [23](#i67881dcefe0c4c379cc7e0dc20deaafb_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4f591f9e87fd4c14b4b4ccd51991bba1_31)] [added: Disclosures](#i67881dcefe0c4c379cc7e0dc20deaafb_34)] | | | [removed: [24](#i4f591f9e87fd4c14b4b4ccd51991bba1_31)] [added: [23](#i67881dcefe0c4c379cc7e0dc20deaafb_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i4f591f9e87fd4c14b4b4ccd51991bba1_37)] [added: Securities](#i67881dcefe0c4c379cc7e0dc20deaafb_40)] | | | [removed: [25](#i4f591f9e87fd4c14b4b4ccd51991bba1_37)] [added: [23](#i67881dcefe0c4c379cc7e0dc20deaafb_40)] | | |

| Item 6. | | | [removed: [Reserved](#i4f591f9e87fd4c14b4b4ccd51991bba1_40)] [added: [Reserved](#i67881dcefe0c4c379cc7e0dc20deaafb_43)] | | | [removed: [26](#i4f591f9e87fd4c14b4b4ccd51991bba1_40)] [added: [25](#i67881dcefe0c4c379cc7e0dc20deaafb_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4f591f9e87fd4c14b4b4ccd51991bba1_43)] [added: Operations](#i67881dcefe0c4c379cc7e0dc20deaafb_46)] | | | [removed: [27](#i4f591f9e87fd4c14b4b4ccd51991bba1_43)] [added: [26](#i67881dcefe0c4c379cc7e0dc20deaafb_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i4f591f9e87fd4c14b4b4ccd51991bba1_70)] [added: Risk](#i67881dcefe0c4c379cc7e0dc20deaafb_73)] | | | [removed: [39](#i4f591f9e87fd4c14b4b4ccd51991bba1_70)] [added: [37](#i67881dcefe0c4c379cc7e0dc20deaafb_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4f591f9e87fd4c14b4b4ccd51991bba1_73)] [added: Data](#i67881dcefe0c4c379cc7e0dc20deaafb_76)] | | | [removed: [40](#i4f591f9e87fd4c14b4b4ccd51991bba1_73)] [added: [38](#i67881dcefe0c4c379cc7e0dc20deaafb_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4f591f9e87fd4c14b4b4ccd51991bba1_136)] [added: Disclosure](#i67881dcefe0c4c379cc7e0dc20deaafb_139)] | | | [removed: [69](#i4f591f9e87fd4c14b4b4ccd51991bba1_136)] [added: [70](#i67881dcefe0c4c379cc7e0dc20deaafb_139)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4f591f9e87fd4c14b4b4ccd51991bba1_139)] [added: Procedures](#i67881dcefe0c4c379cc7e0dc20deaafb_142)] | | | [removed: [69](#i4f591f9e87fd4c14b4b4ccd51991bba1_139)] [added: [70](#i67881dcefe0c4c379cc7e0dc20deaafb_142)] | | |

| Item 9B. | | | [Other [removed: Information](#i4f591f9e87fd4c14b4b4ccd51991bba1_142)] [added: Information](#i67881dcefe0c4c379cc7e0dc20deaafb_145)] | | | [removed: [69](#i4f591f9e87fd4c14b4b4ccd51991bba1_142)] [added: [70](#i67881dcefe0c4c379cc7e0dc20deaafb_145)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4f591f9e87fd4c14b4b4ccd51991bba1_145)] [added: Inspections](#i67881dcefe0c4c379cc7e0dc20deaafb_148)] | | | [removed: [69](#i4f591f9e87fd4c14b4b4ccd51991bba1_145)] [added: [70](#i67881dcefe0c4c379cc7e0dc20deaafb_148)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i4f591f9e87fd4c14b4b4ccd51991bba1_151)] [added: Governance](#i67881dcefe0c4c379cc7e0dc20deaafb_154)] | | | [removed: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_151)] [added: [71](#i67881dcefe0c4c379cc7e0dc20deaafb_154)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4f591f9e87fd4c14b4b4ccd51991bba1_154)] [added: Compensation](#i67881dcefe0c4c379cc7e0dc20deaafb_157)] | | | [removed: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_154)] [added: [71](#i67881dcefe0c4c379cc7e0dc20deaafb_157)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4f591f9e87fd4c14b4b4ccd51991bba1_157)] [added: Matters](#i67881dcefe0c4c379cc7e0dc20deaafb_160)] | | | [removed: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_157)] [added: [71](#i67881dcefe0c4c379cc7e0dc20deaafb_160)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4f591f9e87fd4c14b4b4ccd51991bba1_160)] [added: Independence](#i67881dcefe0c4c379cc7e0dc20deaafb_163)] | | | [removed: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_160)] [added: [71](#i67881dcefe0c4c379cc7e0dc20deaafb_163)] | | |

| Item 14. | | | [Principal [removed: Account](#i4f591f9e87fd4c14b4b4ccd51991bba1_163)[ant](#i4f591f9e87fd4c14b4b4ccd51991bba1_163)] [added: Account](#i67881dcefe0c4c379cc7e0dc20deaafb_166)[ant](#i67881dcefe0c4c379cc7e0dc20deaafb_166)] [Fees and [removed: Services](#i4f591f9e87fd4c14b4b4ccd51991bba1_163)] [added: Services](#i67881dcefe0c4c379cc7e0dc20deaafb_166)] | | | [removed: [70](#i4f591f9e87fd4c14b4b4ccd51991bba1_163)] [added: [72](#i67881dcefe0c4c379cc7e0dc20deaafb_166)] | | |

| Item 15. | | | [removed: [Exhibits](#i4f591f9e87fd4c14b4b4ccd51991bba1_169) [and](#i4f591f9e87fd4c14b4b4ccd51991bba1_169)] [added: [Exhibits](#i67881dcefe0c4c379cc7e0dc20deaafb_172) [and](#i67881dcefe0c4c379cc7e0dc20deaafb_172)] [Financial Statement [removed: Schedules](#i4f591f9e87fd4c14b4b4ccd51991bba1_169)] [added: Schedules](#i67881dcefe0c4c379cc7e0dc20deaafb_172)] | | | [removed: [71](#i4f591f9e87fd4c14b4b4ccd51991bba1_169)] [added: [72](#i67881dcefe0c4c379cc7e0dc20deaafb_172)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i4f591f9e87fd4c14b4b4ccd51991bba1_172)] [added: Summary](#i67881dcefe0c4c379cc7e0dc20deaafb_175)] | | | [removed: [74](#i4f591f9e87fd4c14b4b4ccd51991bba1_172)] [added: [75](#i67881dcefe0c4c379cc7e0dc20deaafb_175)] | | |

| Item 1C. | | | [Cybersecurity](#i67881dcefe0c4c379cc7e0dc20deaafb_25) | | | [21](#i67881dcefe0c4c379cc7e0dc20deaafb_25) | | |

| | | | [Signatures](#i67881dcefe0c4c379cc7e0dc20deaafb_178) | | | [76](#i67881dcefe0c4c379cc7e0dc20deaafb_178) | | |

| Item 1C | | | [Cybersecurity](#i4f591f9e87fd4c14b4b4ccd51991bba1_1572) | | | [22](#i4f591f9e87fd4c14b4b4ccd51991bba1_1572) | | |

| | | | [Signatures](#i4f591f9e87fd4c14b4b4ccd51991bba1_175) | | | [75](#i4f591f9e87fd4c14b4b4ccd51991bba1_175) | | |

Our [removed: Director of Cybersecurity and Technology Risk Management] [added: Chief Information Security Officer] and their global cybersecurity team reports to our Chief Technology Officer and together, they are responsible for our network security, cybersecurity risk management processes, and business continuity.

This team partners with leaders from all [removed: of] our global regions to align our cybersecurity risk management processes and strategic goals with our business priorities and [removed: to] ultimately mitigate cybersecurity risk at C.H. Robinson.

Our global cybersecurity team has experience and expertise [added: with potential cybersecurity threats and] supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology [removed: infrastructure and potential cybersecurity threats.][added: infrastructure.]

Our Director of Cybersecurity and Technology Risk Management has over a decade of experience leading cyber security oversight, and others on our global cybersecurity team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional, CompTIA, Offensive Security Certified Professional, Certificate of Cloud Security Knowledge, Global Information Assurance [removed: Certification (“GIAC”),] [added: Certification,] Certified Incident Handler certifications.

We also require employees in certain roles to complete additional role-based, specialized [removed: cybersecurity trainings.]

Our global cybersecurity team [removed: ensures] [added: helps ensure] the cybersecurity risks identified from the ERM program are incorporated into our overall cybersecurity program.

These functions are also supported by internal compliance teams [removed: who] [added: that] perform additional layers of testing prior to SOC 2 Type 2 procedures.

Our program includes multiple components that act as an additional line of defense—among them are regular functional recovery and tabletop exercises; cybersecurity exercises; protected backups for critical data; recovery time objectives; and recovery point [removed: objectives] [added: objectives,] including achievability metrics, application criticality tiering, program audit and maintenance, awareness and training, business impact analysis, and risk evaluation and controls.

Our Director of Cybersecurity and Technology Risk Management and their global cybersecurity team has experience and expertise [added: with potential cybersecurity threats and] supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology [removed: infrastructure and potential cybersecurity threats.][added: infrastructure.]

We have also established a cross-functional project team of subject matter experts from across the organization to quickly analyze, mitigate, and remediate potential cybersecurity incidents or vulnerabilities and comply with cybersecurity related [removed: reporting requirements.]

cybersecurity trainings.

We also perform regular vulnerability assessments and penetration tests.

reporting requirements.

Our corporate headquarters [removed: is] [added: are] in Eden Prairie, Minnesota.

The total square footage of our [removed: four buildings,] three [added: buildings, all] of which we own, in Eden Prairie is [removed: 377,000.][added: 224,000.]

We lease approximately [removed: 250] [added: 210] office locations in [removed: 37] [added: 36] countries across North America, Europe, Asia, South America, Oceania, and the Middle East.

We lease a 201,000 square foot facility in Kansas City, [removed: Missouri] [added: Missouri,] with an expiration date of April 2032, and a 207,000 square foot facility in Chicago, Illinois, with an expiration date of August 2033.

In addition, we lease warehouse space totaling approximately [removed: 4.4] [added: 4.3] million square feet in [removed: 23] [added: 26] locations primarily within the [removed: U.S.] [added: United States] and a data center in Oronoco, Minnesota, of approximately 32,000 square feet.

We have not had difficulty in obtaining sufficient office space and believe we can renew existing leases or relocate to new offices as leases [removed: expire] [added: expire,] if [added: deemed] necessary.

In 2024, we had a restructuring initiative related to the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases.

Refer to Note 14, *Restructuring*, for further detail on our 2024 Restructuring Program.

We will continue to assess our facilities footprint in the future to ensure we have the appropriate real estate footprint based on our current level of operations.

We consider our current office spaces and warehouse facilities adequate for our current level of operations.

On February [removed: 14, 2024,] [added: 12, 2025,] the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was [removed: $73.84] [added: $97.55] per share.

On February [removed: 15, 2024,] [added: 10, 2025,] there were [removed: 128] [added: 125] holders of record.

On February [removed: 12, 2024,] [added: 10, 2025,] there were [removed: 139,704] [added: 289,082] beneficial owners of our common stock.

The following table provides information about company purchases of common stock during the quarter ended December 31, [removed: 2023:][added: 2024:]

| Fourth quarter [removed: 2023] [added: 2024] | | | [removed: 18,410] [added: 79,845] | | | | | | $ | [removed: 83.60] [added: 104.13] | | | | | — | | | | | | 6,763,445 | | |

(1)The total number of shares purchased includes: (i) no shares of common stock were purchased under the authorization described below; and (ii) [removed: 18,410] [added: 79,845] shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.

As of December 31, [removed: 2023,] [added: 2024,] there were 6,763,445 shares remaining for future repurchases.

Repurchases [removed: may] [added: can] be made [removed: from time to time at prevailing prices] in the open market or in privately negotiated transactions, [removed: subject to market conditions and other factors] including Rule 10b5-1 plans and accelerated repurchase programs.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, [removed: 2018] [added: 2019] to December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| October 2024 | | | 2,182 | | | | | | $ | 109.27 | | | | | — | | | | | | 6,763,445 | | |

| November 2024 | | | 10,184 | | | | | | 106.69 | | | | | | — | | | | | | 6,763,445 | | |

| December 2024 | | | 67,479 | | | | | | 103.58 | | | | | | — | | | | | | 6,763,445 | | |

| C.H. Robinson Worldwide, Inc. | | | $ | 100.00 | | | | | $ | 123.02 | | | | | $ | 144.14 | | | | | $ | 125.27 | | | | | $ | 121.38 | | | | | $ | 149.17 | |

| S&P 500 | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| Nasdaq Transportation | | | 100.00 | | | | | | 106.29 | | | | | | 120.41 | | | | | | 97.55 | | | | | | 130.87 | | | | | | 133.76 | | |

| October 2023 | | | 4,431 | | | | | | $ | 85.53 | | | | | — | | | | | | 6,763,445 | | |

| November 2023 | | | 10,723 | | | | | | 82.07 | | | | | | — | | | | | | 6,763,445 | | |

| December 2023 | | | 3,256 | | | | | | 86.02 | | | | | | — | | | | | | 6,763,445 | | |

| C.H. Robinson Worldwide, Inc. | | | $ | 100.00 | | | | | $ | 95.29 | | | | | $ | 117.22 | | | | | $ | 137.35 | | | | | $ | 119.37 | | | | | $ | 115.66 | |

| S&P 500 | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| Nasdaq Transportation | | | 100.00 | | | | | | 123.21 | | | | | | 130.96 | | | | | | 148.36 | | | | | | 120.19 | | | | | | 161.24 | | |

REPORT OF [removed: INDEPENDENT] [added: INDEPENDENT] REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations and comprehensive income, stockholders’ investment, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 16, 2024,] [added: 14, 2025,] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.

Revenue Recognition — Refer to Notes 1 and [removed: 10] [added: 9] to the financial statements

At December 31, [removed: 2023,] [added: 2024,] the Company recorded revenue of [removed: $189.9] [added: $200.3] million for services it provided while a shipment was still in-transit but for which the Company had not yet completed its performance obligation or had not yet invoiced the customer.

[removed: a.We] [added: - We] tested the effectiveness of controls over revenue recognized over time, including management’s controls over the identification of shipments in-transit, the portion of the transit period completed, and the estimate of contracts completed but not yet invoiced.

[removed: b.We] [added: - We] evaluated management’s ability to identify the shipments in-transit and to estimate the revenue to be recorded for contracts where the transit period is partially complete or completed and not yet invoiced at the reporting date by:

[removed: i.Performing] [added: - Performing] a retrospective review of management’s estimate for prior reporting periods.

[removed: ii.Testing] [added: ▪Testing] the accuracy and completeness of the data in the system-generated report utilized in management’s revenue cutoff estimate with the assistance of our information technology specialists.

[removed: iii.Assessing] [added: ▪Assessing] the estimate methodology for reasonableness, in light of recent market events or changes within the Company’s operating environment.

[removed: iv.Testing] [added: - Testing] the mathematical accuracy of management’s estimate.

We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 16, 2024,] [added: 14, 2025,] expressed an unqualified opinion on those financial statements.

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| [removed: Cash] [added: Cash] and cash [removed: equivalents] [added: equivalents, end of year] | | | $ | [added: 145,762 | | | | | $ |] 145,524 | | | | | $ | 217,482 | |

| Receivables, net of allowance for credit loss of [removed: $14,229] [added: $13,285] and [removed: $28,749] [added: $14,229] | | | [removed: 2,381,963] [added: 2,383,709] | | | | | | [removed: 2,991,753] [added: 2,381,963] | | |

| Contract assets, net of allowance for credit loss | | | [removed: 189,900] [added: 200,332] | | | | | | [removed: 257,597] [added: 189,900] | | |

| Prepaid expenses and other | | | [removed: 163,307] [added: 102,166] | | | | | | [removed: 122,406] [added: 163,307] | | |

| Total current assets | | | [removed: 2,880,694] [added: 2,969,603] | | | | | | [removed: 3,589,238] [added: 2,880,694] | | |

| Property and equipment | | | [removed: 437,458] [added: 404,065] | | | | | | [removed: 449,828] [added: 437,458] | | |

| Accumulated depreciation and amortization | | | [removed: (292,740)] [added: (276,876)] | | | | | | [removed: (290,396)] [added: (292,740)] | | |

| Net property and equipment | | | [removed: 144,718] [added: 127,189] | | | | | | [removed: 159,432] [added: 144,718] | | |

| Goodwill | | | [removed: 1,473,600] [added: 1,428,965] | | | | | | [removed: 1,470,813] [added: 1,473,600] | | |

| Other intangible assets, net of accumulated amortization of [removed: $58,437] [added: $51,375] and [removed: $106,932] [added: $58,437] | | | [removed: 43,662] [added: 28,193] | | | | | | [removed: 64,026] [added: 43,662] | | |

| Right-of-use lease assets | | | [removed: 353,890] [added: 334,738] | | | | | | [removed: 372,141] [added: 353,890] | | |

| Deferred tax assets | | | [removed: 214,619] [added: 300,909] | | | | | | [removed: 181,602] [added: 214,619] | | |

| Other assets | | | [removed: 114,097] [added: 108,329] | | | | | | [removed: 117,312] [added: 114,097] | | |

| Total assets | | | $ | [removed: 5,225,280] [added: 5,297,926] | | | | | $ | [removed: 5,954,564] [added: 5,225,280] | |

| Accounts payable | | | $ | [removed: 1,303,951] [added: 1,178,335] | | | | | $ | [removed: 1,466,998] [added: 1,303,951] | |

| Outstanding checks | | | [removed: 66,383] [added: 33,797] | | | | | | [removed: 103,561] [added: 66,383] | | |

| Compensation | | | [removed: 135,104] [added: 180,801] | | | | | | [removed: 242,605] [added: 135,104] | | |

| Transportation expense | | | [removed: 147,921] [added: 153,274] | | | | | | [removed: 199,092] [added: 147,921] | | |

| Income taxes | | | [removed: 4,748] [added: 9,326] | | | | | | [removed: 15,210] [added: 4,748] | | |

| Other accrued liabilities | | | [removed: 159,435] [added: 173,318] | | | | | | [removed: 168,009] [added: 159,435] | | |

| Current lease liabilities | | | [removed: 74,451] [added: 72,842] | | | | | | [removed: 73,722] [added: 74,451] | | |

| Current portion of debt | | | [removed: 160,000] [added: 455,792] | | | | | | [removed: 1,053,655] [added: 160,000] | | |

| Total current liabilities | | | [removed: 2,051,993] [added: 2,324,898] | | | | | | [removed: 3,322,852] [added: 2,051,993] | | |

| Long-term debt | | | [removed: 1,420,487] [added: 921,857] | | | | | | [removed: 920,049] [added: 1,420,487] | | |

February 14, 2025

February 14, 2025

| | | | 2024 | | | | | | 2023 | | |

| Assets held for sale | | | 137,634 | | | | | | — | | |

| Liabilities held for sale | | | 67,413 | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 465,690 | | | | | | | | | | | | | | | | | | 465,690 | | |

| Stock issued for employee benefit plans | | | 1,896 | | | | | | 189 | | | | | | (63,629) | | | | | | | | | | | | | | | | | | 146,113 | | | | | | 82,673 | | |

| Balance, December 31, 2024 | | | 118,664 | | | | | | $ | 11,866 | | | | | $ | 775,054 | | | | | $ | 5,786,337 | | | | | $ | (110,402) | | | | | $ | (4,740,804) | | | | | $ | 1,722,051 | |

| Less: net increase in cash and cash equivalents within assets held for sale | | | (10,307) | | | | | | — | | | | | | — | | |

| 2024 | | | | | | $ | 35,967 | |

| | | | | | | | | | 2024 | | | | | | 2023 | | |

_________________________________________

(1) Includes $3.7 million of net property and equipment for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets as of December 31, 2024.

Refer to Note 15, *Divestitures*, for further discussion related to the sale of our Europe Surface Transportation business.

| 2024 | | | | | | $ | 49,032 | |

| | | | 2024 | | | | | | 2023 | | |

| Foreign currency translation | | | (9,369) | | | | | | (5,101) | | | | | | (1,571) | | | | | | (16,041) | | |

| December 31, 2024 balance(1) | | | $ | 1,179,444 | | | | | $ | 202,498 | | | | | $ | 75,617 | | | | | $ | 1,457,559 | |

_________________________________________

(1) Includes $28.6 million of goodwill for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets.

Refer to Note 15, *Divestitures*, for further discussion related to the sale of our Europe Surface Transportation business.

On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business.

The sale included all assets and liabilities of the Europe Surface Transportation business other than its proprietary technology platform (the “disposal group”).

As a result of the divestiture, the Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024.

We have tested the goodwill of the Europe Surface Transportation reporting unit as of December 31, 2024, by performing a Step One Analysis, before measuring the fair value of the disposal group to be presented as held for sale and determined that the $28.6 million goodwill balance was not impaired.

Our Europe Surface Transportation Step One Analysis was completed using a combination of the market approach and a discounted cash flow analysis.

The market approach was completed to determine the fair value of the Europe Surface Transportation business, excluding its proprietary technology platform, and was equal to the agreed-upon sale price of the business.

As the sale does not include a technology platform necessary to run the business, a discounted cash flow analysis was completed to determine the fair value of the Europe Surface Transportation proprietary technology platform.

The computed fair value of the reporting unit exceeded its carrying value.

As noted in Note 15, *Divestitures*, the sale of the Europe Surface Transportation disposal group was completed with an effective date of February 1, 2025.

| | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |

| Customer relationships(1) | | | $ | 78,280 | | | | | $ | (55,984) | | | | | $ | 22,296 | | | | | $ | 93,499 | | | | | $ | (58,437) | | | | | $ | 35,062 | |

_________________________________________

(1) Amounts as of December 31, 2024, include $2.7 million of net intangible assets for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets.

Refer to Note 15, *Divestitures*, for further discussion related to the sale of our Europe Surface Transportation business.

| 2024 | | | $ | 12,161 | |

| 2025 | | | $ | 7,857 | | | | | $ | 2,210 | | | | | | | | | | | $ | 10,067 | |

| 2026 | | | 7,857 | | | | | | 360 | | | | | | | | | | | | 8,217 | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 19,594 | |

Assets and liabilities held for sale. On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business.

February 16, 2024

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance December 31, 2020 | | | 134,298 | | | | | | $ | 13,430 | | | | | $ | 566,022 | | | | | $ | 4,372,833 | | | | | $ | (45,998) | | | | | $ | (3,026,354) | | | | | $ | 1,879,933 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 844,245 | | | | | | | | | | | | | | | | | | 844,245 | | |

| Stock issued for employee benefit plans | | | 1,068 | | | | | | 107 | | | | | | (22,374) | | | | | | | | | | | | | | | | | | 66,216 | | | | | | 43,949 | | |

| Issuance of restricted stock | | | (26) | | | | | | (3) | | | | | | 3 | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Repurchase of common stock | | | (6,154) | | | | | | (615) | | | | | | | | | | | | | | | | | | | | | | | | (580,202) | | | | | | (580,817) | | |

| Acquisitions, net of cash acquired | | | — | | | | | | — | | | | | | (14,750) | | |

| 2021 | | | | | | 39,790 | | |

| 2021 | | | | | | 25,975 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2021 balance | | | $ | 1,196,333 | | | | | $ | 210,391 | | | | | $ | 78,030 | | | | | $ | 1,484,754 | |

| Foreign currency translation | | | (8,257) | | | | | | (4,202) | | | | | | (1,482) | | | | | | (13,941) | | |

As part of our 2023 annual impairment testing performed, we elected to bypass the Step Zero Analysis and perform a Step One Analysis on all of our reporting units.

Consistent with our 2022 annual impairment test, certain qualitative factors were present and the performance of our Europe Surface Transportation unit indicated the fair value may not exceed its carrying value requiring a Step One Analysis.

The results of our Step One Analysis indicated the fair value of our NAST, Global Forwarding, Robinson Fresh, and Managed Services reporting units significantly exceeded their respective carrying values and the risk of goodwill impairment was remote.

The fair value of our Europe Surface Transportation reporting unit also exceeded its carrying value with greater than 30 percent cushion, and as such, the goodwill balance was not impaired.

| Customer relationships | | | $ | 93,499 | | | | | $ | (58,437) | | | | | $ | 35,062 | | | | | $ | 162,358 | | | | | $ | (106,932) | | | | | $ | 55,426 | |

| 2021 | | | 25,494 | | |

| 2024 | | | $ | 8,008 | | | | | $ | 3,594 | | | | | $ | 1,111 | | | | | $ | 12,713 | |

| 2025 | | | 7,857 | | | | | | 2,351 | | | | | | 1,111 | | | | | | 11,319 | | |

| 2026 | | | 7,857 | | | | | | 383 | | | | | | 760 | | | | | | 9,000 | | |

| 2028 | | | — | | | | | | — | | | | | | 211 | | | | | | 211 | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 35,062 | |

| 364-day revolving credit facility | | | | | | — | | % | | | | 5.12 | | % | | | | May 2023 | | | | | | — | | | | | | 379,000 | | |

| Senior Notes, Series A | | | | | | — | | % | | | | 3.97 | | % | | | | August 2023 | | | | | | — | | | | | | 175,000 | | |

364-DAY UNSECURED REVOLVING CREDIT FACILITY

On May 6, 2022, we entered into an unsecured revolving credit facility (the “364-day Credit Agreement”) with a total availability of $500 million and a maturity date of May 5, 2023.

The interest rate on borrowings under the 364-day Credit Agreement was based on an alternate base rate plus a margin or term SOFR-based rate plus a margin.

There was also a commitment fee on the aggregate unused commitments under the facility.

The facility expired on May 5, 2023, and it was not renewed.

Under the terms of the Note

There is also a commitment fee we are required to pay on any unused portion of the facility.

Borrowings on the Receivables Securitization Facility, if any, are included within proceeds on current borrowings on the consolidated statement of cash flows.

On February 1, 2022, we amended the Receivables Securitization Facility primarily to increase the total availability from $300 million to $500 million pursuant to the provisions of the existing agreement.

On July 7, 2022, we amended the Receivables Securitization Facility to effectively increase the receivables pool available with respect to the Receivables Securitization Facility.

As of December 31, 2023, the variable rate equaled SOFR and a Credit Spread Adjustment of 0.10 percent plus 0.80 percent.

If the Senior Notes were measured at fair value in the financial statements, they would be classified as Level 2 in the fair value hierarchy.

Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, [removed: 2023.][added: 2024.]

Based upon that assessment, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2023.][added: 2024.]

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on that assessment and the COSO criteria, [removed: we] [added: management] concluded that, as of December 31, [removed: 2023,] [added: 2024,] the Company maintained effective internal control over financial reporting.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] and has issued a report that is included in Item 8 of this Annual Report on Form 10-K.

During the three months ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

This code of ethics, which is part of our corporate compliance program, is posted on the Investors page of our website at www.chrobinson.com in the Governance Documents section under the caption “Code of [removed: Ethics”.][added: Ethics.”]

The information contained under the heading Insider Trading Policy in the Proxy Statement is incorporated in this Form 10-K by reference.

The information contained under the headings or subheadings “Compensation of Directors” and [removed: “Executive Compensation”] [added: “Compensation Discussion and Analysis”] (excluding the information presented under the subheading “Pay Versus Performance”) in the Proxy Statement is incorporated in this Form 10-K by reference.

The following table summarizes share and exercise price information about our equity compensation plans as of December 31, [removed: 2023:][added: 2024:]

| Plan Category | | | | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | | | | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) [removed: (2)] [added: (1)] | | |

| Equity compensation plans [added: not] approved by security holders | | | | | | [removed: 8,699,390] [added: 159,912] | | | [removed: (1)] [added: (4)] | | | [removed: $] [added: —] | [removed: 78.83] | | | | | [removed: 5,472,776] [added: —] | | |

| Equity compensation plans [removed: not] approved by security holders | | | | | | [removed: 233,600] [added: 7,204,664] | | | [removed: (3)] [added: (2)] | | | [removed: —] [added: $] | [added: 79.83] | | [added: (3)] | | | [removed: —] [added: 3,328,769] | | |

[removed: (1) Represents 4,790,897] [added: (2)Represents 3,491,998] shares issuable upon exercise of outstanding stock options, [removed: 3,252,966 outstanding restricted shares] [added: 2,322,611 vested] and [added: 654,059 unvested restricted] stock units, and [removed: 655,527] [added: 161,608 vested and 574,388 unvested] performance stock units that will vest if target levels are achieved.

[removed: (2)] [added: (1)] Includes [removed: 1,874,571] [added: 1,649,993] shares available for issuance under our Employee Stock Purchase Plan and [removed: 3,598,205] [added: 1,678,776] shares that may become subject to future awards in the form of stock options, restricted stock units, performance shares and performance-based restricted stock units under [removed: our 2022 Equity Incentive] [added: the] Plan.

[removed: (3) Upon] [added: (4)Upon] the appointment of our President and CEO, we issued 142,584 time-based restricted units and 91,016 performance stock units at target.

| Total | | | | | | 7,364,576 | | | | | | $ | 79.83 | | | | | 3,328,769 | | |

(3)Represents weighted average exercise price of outstanding stock options.

As of December 31, 2024, 68,896 restricted stock units remained unvested and outstanding, and 23,147 vested and 67,869 unvested performance stock units that will vest if target levels are achieved.

| Total | | | | | | 8,932,990 | | | | | | $ | 78.83 | | | | | 5,472,776 | | |

(1)The Company’s [removed: 2023] [added: 2024] Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8.

| 3.1 | | | | | | [Certificate of Incorporation of the Company (as amended on May 19, 2012, and incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 15, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/1043277/000119312512233730/d353095dex31.htm)] [added: 2012)](https://www.sec.gov/Archives/edgar/data/1043277/000119312512233730/d353095dex31.htm)] | | | | | |

| 4.1 | | | | | | [Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on February 19, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm)] | | | | | |

| 4.2 | | | | | | [Indenture, dated April 11, 2018, between C.H. Robinson Worldwide, Inc., and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K filed on April 11, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex41.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex41.htm)] | | | | | |

| 4.3 | | | | | | [First Supplemental Indenture, dated April 11, 2018, between C.H. Robinson Worldwide, Inc., and U.S. Bank National Association, as Trustee, relating to the 4.200% Notes due 2028 (incorporated by reference to Exhibit 4.2 in the Company’s Current Report on Form 8-K filed on April 11, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex42.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex42.htm)] | | | | | |

| 4.4 | | | | | | [Form of Global Note representing the 4.200% Notes due 2028 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 in the Company’s Current Report on Form 8-K filed on April 11, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex42.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex42.htm)] | | | | | |

| †10.1 | | | | | | [1997 Omnibus Stock Plan (as amended May 18, 2006) (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on April 6, [removed: 2006)](http://www.sec.gov/Archives/edgar/data/1043277/000119312506074936/ddef14a.htm)] [added: 2006)](https://www.sec.gov/Archives/edgar/data/1043277/000119312506074936/ddef14a.htm)] | | | | | |

| †10.2 | | | | | | [Amended and restated C.H. Robinson Worldwide, Inc., 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 29, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm)] | | | | | |

| †10.3 | | | | | | [C.H. Robinson Worldwide Inc., 2022 Equity Incentive Plan, effective May 5, 2022 (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 22, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000014/chrw-03312022xdef14a.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000014/chrw-03312022xdef14a.htm)] | | | | | |

| 10.4 | | | | | | [Credit Agreement Dated as of May 6, 2022 Among C.H. Robinson Worldwide Inc., the Lenders, and U.S. Bank National Association, as Administrative Agent (incorporated by reference to the Company’s Current Form on Form 8-K filed on May 11, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000027/chrobinson_short-termrevol.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000027/chrobinson_short-termrevol.htm)] | | | | | |

| 10.5 | | | | | | [Fourth Omnibus Amendment dated November 21, 2022 among C.H. Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, to that certain Credit Agreement, dated as of October 29, 2012, by and among the C.H. Robinson Company Inc., the lenders, and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, as previously amended (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on November 23, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/exhibit101-amendmenttocred.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/exhibit101-amendmenttocred.htm)] | | | | | |

| 10.6 | | | | | | [Third Amendment to Note Purchase Agreement dated as of November 21, 2022 by and among C.H. Robinson Worldwide, Inc., the noteholders party thereto and the guarantors party thereto (incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K filed on November 23, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/exhibit102-amendmenttonpa.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/exhibit102-amendmenttonpa.htm)] | | | | | |

| [removed: 10.7] [added: 10.11] | | | | | | [removed: [Letter] [added: [Receivables Sale] Agreement, dated [removed: December 29, 2023,] [added: November 19, 2021,] by and among C.H. [removed: Robinson Worldwide,] [added: Robinson, Company] Inc., [removed: Ancora Catalyst Institutional LP] and the other [removed: entities and natural persons] [added: originators from time to time] party [removed: thereto] [added: thereto, C.H. Robinson Receivables, LLC, and C.H. Robinson Worldwide, Inc.] (incorporated by reference to Exhibit [removed: 10.1 in] [added: 10.2 to] the [removed: Company’s] [added: Company's] Current Report on Form 8-K on [removed: December 29, 2023](http://www.sec.gov/Archives/edgar/data/1043277/000119312523305971/d346619dex101.htm)[)](http://www.sec.gov/Archives/edgar/data/1043277/000119312523305971/d346619dex101.htm)] [added: November 23, 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-receivable.htm)] | | | | | |

| [removed: 10.8] [added: 10.7] | | | | | | [removed: [C.H.] [added: [Form of C.H.] Robinson Executive Separation and Change in Control Plan [added: and Summary Plan Description For Eligible U.S. Employees] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] in the Company's Current Report on Form 10-Q filed on [removed: July 29, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000038/exhibit103q22022.htm)] [added: August 2, 2024)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000042/exhibit101.htm)] | | | | | |

| [removed: 10.9] [added: 10.8] | | | | | | [Receivables Purchase Agreement, dated November 19, 2021, by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, the various conduit purchasers, committed purchasers and purchaser agents from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa-chrobinsonxreceivable.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa-chrobinsonxreceivable.htm)] | | | | | |

| [removed: 10.10] [added: 10.9] | | | | | | [Second Amendment to the Receivables Purchase Agreement, dated July 7, 2022 by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K on July 12, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000032/amendmentno2torpa.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000032/amendmentno2torpa.htm)] | | | | | |

| [removed: 10.11] [added: 10.10] | | | | | | [Third Amendment to the Receivables Purchase Agreement, dated [removed: November](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm) [7](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm)[,] [added: November 7,] 2023, by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K on [removed: November](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm) [7](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm)[, 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm)] [added: November 7, 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm)] | | | | | |

| 10.12 | | | | | | [removed: [Receivables] [added: [First Amendment to the Receivables] Sale Agreement, dated [removed: November 19, 2021,] [added: July 7, 2022] by and among C.H. [removed: Robinson, Company] [added: Robinson Worldwide,] Inc., [removed: and the other originators from time to time party thereto,] C.H. Robinson Receivables, LLC, and [removed: C.H. Robinson Worldwide, Inc.] [added: the originators party thereto] (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on [removed: November 23, 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-receivable.htm)] [added: July 12, 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000032/amendmentno1torsa.htm)] | | | | | |

| [removed: 10.13] [added: 10.14] | | | | | | [removed: [First] [added: [Fourth] Amendment to the Receivables [removed: Sale] [added: Purchase] Agreement, dated [removed: July 7, 2022] [added: October 14, 2024,] by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the [removed: originators party thereto] [added: various conduit purchasers, committed purchasers and purchaser agents, and administrative agents] (incorporated by reference to Exhibit [removed: 10.2] [added: 4.1] to the [removed: Company's Current] [added: Company’s Quarterly] Report [removed: on Form 8-K] [added: filed] on [removed: July 12, 2022)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000032/amendmentno1torsa.htm)] [added: November 1, 2024)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000051/arsamendment4.htm)] | | | | | |

| [removed: 10.14] [added: 10.13] | | | | | | [Performance Guaranty, dated November 19, 2021, made by C.H. Robinson Worldwide, Inc., for the benefit of Bank of America, N.A, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K on November 23, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-performanc.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-performanc.htm)] | | | | | |

| †10.15 | | | | | | [C.H. Robinson Worldwide, Inc., 2015 Non-Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm)] | | | | | |

| [removed: †10.17] [added: †10.18] | | | | | | [Form of Incentive Stock Option [added: Award] Agreement (incorporated by reference to Exhibit [removed: 10.20] [added: 10.25] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102012312014.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm)] | | | | | |

| [removed: †10.18] [added: †10.17] | | | | | | [Form of Performance Share Award [removed: for U.S. Managerial Employees] [added: Agreement] (incorporated by reference to Exhibit [removed: 10.22] [added: 10.24] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2014)](http://www.sec.gov/Archives/edgar/data/1043277/000162828015001350/exhibit102212312014.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm)] | | | | | |

| [removed: †10.19] [added: †10.16] | | | | | | [Form of Incentive Stock Option (Time-Based U.S.) Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1043277/000104327716000020/exhibit1024.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/1043277/000104327716000020/exhibit1024.htm)] | | | | | |

| [removed: †10.20] [added: †10.19] | | | | | | [Form of Key Employee Agreement (incorporated by reference to Exhibit [removed: 10.22] [added: 10.27] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1043277/000104327714000004/exhibit102212312013.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)] | | | | | |

| [removed: †10.21] [added: †10.24] | | | | | | [Form of Performance [removed: Share] [added: Stock Unit] Award [added: (EPS)] Agreement [added: - U.S. Senior Leaders] (incorporated by reference to Exhibit [removed: 10.24] [added: 10.25] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020performancesharesag.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsuseps.htm)] | | | | | |

| [removed: †10.22] [added: †10.25] | | | | | | [Form of [removed: Incentive] [added: Performance] Stock [removed: Option] [added: Unit] Award [added: (AGP)] Agreement [added: - U.S. Senior Leaders] (incorporated by reference to Exhibit [removed: 10.25] [added: 10.26] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsusagp.htm)] | | | | | |

| [removed: †10.23] [added: 97] | | | | | | [removed: [Form of Key Employee Agreement] [added: [Compensation Recovery Policy] (incorporated by reference to Exhibit [removed: 10.27 to] [added: 97 in] the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/exhibit97.htm)] | | | | | |

| [removed: †10.24] [added: †10.20] | | | | | | [Form of Restricted Stock Unit Award Agreement – U.S. Senior Leaders (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021rsuawardagreement-uss.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021rsuawardagreement-uss.htm)] | | | | | |

| [removed: †10.25] [added: †10.21] | | | | | | [Form of Performance Stock Unit Award (EPS) Agreement – U.S. Senior Leaders (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuepsawardagreement-.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuepsawardagreement-.htm)] | | | | | |

| [removed: †10.26] [added: †10.22] | | | | | | [Form of Performance Stock Unit Award (AGP) Agreement – U.S. Senior Leaders (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuagpawardagreement-.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuagpawardagreement-.htm)] | | | | | |

| [removed: †10.27] [added: †10.23] | | | | | | [Form of Restricted Stock Unit Award Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderstimersus.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderstimersus.htm)] | | | | | |

| [removed: †10.28] [added: †10.32] | | | | | | [Form of [removed: Performance] [added: 2024 Restricted] Stock Unit Award [removed: (EPS)] Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit [removed: 10.25] [added: 10.37] to the [removed: Company's] [added: Company’s] Annual Report on [removed: Form] 10-K [removed: for the year ended December 31, 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsuseps.htm)] [added: filed on February 16, 2024)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm)] | | | | | |

| [removed: †10.29] [added: †10.27] | | | | | | [Form of [added: 2023] Performance Stock Unit Award [removed: (AGP)] Agreement [removed: - U.S. Senior Leaders] (incorporated by reference to Exhibit [removed: 10.26 to] [added: 10.4 in] the [removed: Company's Annual] [added: Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsusagp.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023performancestockunita.htm)] | | | | | |

| [removed: †10.30] [added: †10.26] | | | | | | [Form of 2023 [removed: Interim CEO] [added: Retention] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] in the Company's Current Report on Form 8-K filed on January 3, [removed: 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000119312523000266/d436281dex101.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000119312523000266/d436281dex102.htm)] | | | | | |

| [removed: †10.31] [added: †10.28] | | | | | | [Form of 2023 [removed: Retention] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.2] [added: 10.5] in the [removed: Company's Current] [added: Company’s Quarterly] Report on Form [removed: 8-K filed on January 3, 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000119312523000266/d436281dex102.htm)] [added: 10-Q for the quarter ended March 31, 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023restrictedstockunitaw.htm)] | | | | | |

| [removed: †10.32] [added: †10.29] | | | | | | [Form of 2023 [removed: Performance] [added: Non-Employee Director Restricted] Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.4] [added: 10.6] in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023performancestockunita.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023non-employeedirectorr.htm)] | | | | | |

| †10.33 | | | | | | [Form of [removed: 2023] [added: 2024 Non-Employee Director] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.5 in] [added: 10.38 to] the Company’s [removed: Quarterly] [added: Annual] Report on [removed: Form 10-Q for the quarter] [added: 10-K](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024non-employeedirectorr.htm) [for the](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024non-employeedirectorr.htm) [ye](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024non-employeedirectorr.htm)[ar] ended [removed: March] [added: December] 31, [removed: 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023restrictedstockunitaw.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024non-employeedirectorr.htm)[)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024non-employeedirectorr.htm)] | | | | | |

| [removed: †10.35] [added: †10.30] | | | | | | [Employment offer letter agreement with David [removed: Bozeman](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm) [d](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm)[ated] [added: Bozeman dated] June 4, 2023, including forms of equity award agreements (incorporated by reference to Exhibit [removed: 10](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm)[1] [added: 10.1] to the Company’s Form 8-K filed on June 6, [removed: 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm)] | | | | | |

| [removed: †10.36*] [added: †10.31] | | | | | | [Form of Performance Stock Unit Award Agreement - Senior Leadership Team and Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024psusltceous.htm)] [added: Officer (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on 10-K filed on February 16, 2024)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024psusltceous.htm)] | | | | | |

| †10.34 | | | | | | [Employment offer letter agreement with Damon Lee](https://www.sec.gov/ix?doc=/Archives/edgar/data/1043277/000104327724000030/chrw-20240604.htm) [fully executed June 4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1043277/000104327724000030/chrw-20240604.htm)[, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June](https://www.sec.gov/ix?doc=/Archives/edgar/data/1043277/000104327724000030/chrw-20240604.htm) [6](https://www.sec.gov/ix?doc=/Archives/edgar/data/1043277/000104327724000030/chrw-20240604.htm)[, 2024)](https://www.sec.gov/ix?doc=/Archives/edgar/data/1043277/000104327724000030/chrw-20240604.htm) | | | | | |

| | | | | | | | | | | | |

| †10.34 | | | | | | [Form of 2023 Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)](http://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023non-employeedirectorr.htm) | | | | | |

| †10.37* | | | | | | [Form of](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [2024 Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [-](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [U](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm)[.](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm)[S](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm)[.](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm)[Senior Leaders](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) | | | | | |

| †10.38* | | | | | | [Form of 2024 Non-Employee Director Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024non-employeedirectorr.htm) | | | | | |

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on February [removed: 16, 2024.][added: 14, 2025.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 16, 2024.][added: 14, 2025.]

| [removed: /s/ DAVID] [added: */s/ David] P. [removed: BOZEMAN] [added: Bozeman*] | | | | | | Chief Executive Officer (Principal Executive Officer) | | |

| [removed: /s/ MICHAEL P. ZECHMEISTER] [added: */s/ Damon J. Lee*] | | | | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | |

| By: | | | | | | */s/ Damon J. Lee* | | |

| | | | | | | Damon J. Lee | | |

| | | | | | | Chief Financial Officer | | |

| Damon J. Lee | | | | | | | | |

| Michael H. McGarry | | | | | | | | |

| Paige K. Robbins | | | | | | | | |

| *By: | | | | | | */s/ Nicole H. Strydom* | | |

| | | | | | | Nicole H. Strydom | | |

| By: | | | | | | /s/ BEN G. CAMPBELL | | |

| | | | | | | Ben G. Campbell | | |

| | | | | | | Chief Legal Officer and Secretary | | |

| Michael P. Zechmeister | | | | | | | | |

| Scott P. Anderson | | | | | | | | |

| James B. Stake | | | | | | | | |

| *By: | | | | | | /s/ BEN G. CAMPBELL | | |