C. H. Robinson Worldwide (CHRW) 10-K risk factor changes: FY2025 vs FY2024

Economic [removed: recessions] [added: recession] could have a significant, adverse impact on our business. The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recessions, downturns in business cycles of our customers, interest rate fluctuations, currency fluctuations, and other economic factors beyond our control.

The market may be impacted by supply chain [removed: disruptions or] [added: disruptions,] overall economic [removed: conditions.][added: conditions, or changes in trade policies such as tariffs.]

In some instances where we have entered into contract freight rates with customers, [added: changes] in [removed: the event] market conditions [removed: change and those contracted rates are below market rates, we may be required] [added: could require us] to provide transportation services at a loss.

[removed: We] [added: Customers may also choose to bring certain services in-house, and we] often buy and sell transportation services from and to many of our competitors.

Increased competition could reduce our market [removed: opportunity and] [added: opportunities,] create downward pressure on freight rates, and [removed: continued rate pressure may] adversely affect our adjusted gross profits and income from operations.

- changes in tariffs, trade restrictions, trade agreements, and [removed: taxations;][added: taxations.]

- issues related to non-compliance with laws, rules, and regulations in the countries in which we operate [removed: including] [added: including, among others, those promulgated by] the [removed: U.S.] [added: United States Office of] Foreign [added: Assets Control (“OFAC”) related to sanctions and embargoes and the United States Foreign] Corrupt Practices Act [added: related to bribery] and [removed: similar regulations.][added: corruption.]

- global laws and regulations regarding the collection, use, processing, and transfer of personal information may impact our services by imposing restrictions on processing, [removed: increase] [added: increasing] legal claim liability, and [removed: increase] [added: increasing] regulatory scrutiny and fines.

[removed: We use, and may continue to expand our use of, machine learning and artificial intelligence (“AI”) technologies to deliver our services and operate our business.] If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI [removed: developers and programmers] [added: developers, programmers,] and cybersecurity personnel, we may face a competitive disadvantage.

It is not possible to predict all of the risks related to the use of [removed: AI] [added: AI,] and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to [added: additional] legal liability.

We derive a significant portion of our total revenues and adjusted gross profits from our largest customers. During [removed: 2024,] [added: 2025,] our top 100 customers based on total revenue comprised approximately [removed: 34] [added: 40] percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately [removed: 27] [added: 28] percent of our consolidated adjusted gross profits.

Failure to do so includes potential [removed: risks] [added: 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 [added: contract] carrier relationships, and the loss of key employees.

We also require all contracted motor carriers to maintain [removed: workers] [added: workers’] compensation and other insurance coverage as required by law.

Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, [added: which] generally [removed: up] [added: ranges from $100,000] to $250,000 per shipment.

Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for the contracted motor carriers, from time to time, claims may be asserted against us for their actions or for our actions in retaining [removed: them.]

While we are insured for up to [removed: $125] [added: $87] million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee our coverage will be adequate or that it will continue to be available.

Any recall or allegation of contamination could affect our reputation, particularly [removed: of] our proprietary and/or licensed branded produce programs, which could materially and adversely affect our operating results.

We source fresh produce under a license issued by the [removed: USDA] [added: U.S. Department of Agriculture (“USDA”)] as required by [removed: PACA.][added: Perishable Agricultural Commodities Act (“PACA”).]

Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international [removed: environmental,] [added: environmental;] work [removed: safety,] [added: safety;] and hazardous materials regulations.

Our contracted transportation providers are subject to [added: an] increasingly [removed: stringent laws protecting the environment,] [added: complex climate-related regulatory landscape,] 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 [removed: requirements, including evolving transportation technology,] [added: requirements] in the United States and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs.

[removed: Until] [added: Given] the [removed: timing, scope, and extent] [added: continuously developing nature] of [removed: such possible regulation becomes finalized,] [added: these regulatory frameworks,] 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.

We may be subject to negative impacts of changes in political and governmental conditions. Our operations may be [removed: subject to] [added: impacted by] the influences of significant political, governmental, and similar changes and our ability to respond to them, including:

- wars, civil unrest, acts of terrorism, and other [removed: conflicts] [added: global conflicts,] such as the current conflict in the Red Sea, which is impacting the global freight market.

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.

We face substantial industry competition, including impacts from technological disruption and automation adoption. We operate in an intensely competitive transportation and logistics industry, facing both traditional and non-traditional competitors, including asset-based carriers, third-party freight brokers, technology-driven matching platforms, internet freight brokers, carriers offering logistics services, and on-demand transportation providers.

The industry is undergoing rapid technological change, including the emergence of disruptive technologies and accelerated adoption of automation and AI.

Competitors are leveraging advanced digital platforms, AI-driven freight matching, and automation to improve efficiency and reduce costs.

If we fail to maintain the pace, scale, or quality of automation and AI adoption, we may be unable to achieve our strategic goals for operational efficiency and digital transformation.

Inability to keep up with these advancements could increase our cost to serve customers, reduce productivity and negatively impact our ability to compete.

Delays in implementing new systems or integrating emerging technologies into our workflows may also lead to higher operating expenses and missed opportunities for growth.

If we cannot effectively respond to competitive pressures and technological disruption, our business, financial condition, and results of operations could be materially and adversely affected.

In 2025, the United States government made significant changes to our national trade policy, including imposing tariffs on certain goods imported into the United States.

The tariffs impacted our Global Forwarding business in 2025, most significantly in the second quarter of 2025, with volatile market conditions causing global demand fluctuations and lower volumes.

Changes in United States trade policy, including tariffs on certain imported goods, could continue to increase our costs and disrupt global supply chains.

These actions, and any retaliatory measures by other countries, may lead to higher transportation costs and reduced demand, resulting in potential loss of freight volume.

Additionally, heightened customs requirements could delay shipments and require significant internal resources, increasing operating expenses and negatively impacting our ability to serve customers efficiently.

If we cannot mitigate these challenges, our business, financial condition, and results of operations could be materially affected;

Our continued success depends significantly on our ability to develop talented employees and prepare them for leadership roles.

We use, and may continue to expand our use of, machine learning and AI technologies to deliver our services and operate our business. We leverage machine learning and AI technologies to enhance operational efficiency, automate processes, and improve the customer experience across our logistics platform.

them.

We also carry various liability insurance policies, including automobile and general liability, with total automobile limits of $135 million subject to a $10 million per incident deductible, and total general liability limits of $87 million subject to a $500,000 per incident deductible.

We face substantial industry competition. Competition in the transportation services industry is intense and broad-based.

We compete against traditional and non-traditional logistics companies, including transportation providers that own equipment, third-party freight brokers, technology matching services, internet freight brokers, carriers offering logistics services, and on-demand transportation service providers.

We also compete against carriers’ internal sales forces.

In addition, customers can bring in-house some of the services we provide to them.

Continued success depends in large part on our ability to develop successful employees into managers.

Subsequently, multiple sets of administrative guidance have been issued.

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.

We also carry various liability insurance policies, including automobile and general liability, with a $125 million umbrella with up to a $10 million retention, an additional $10 million corridor retention, and a $6.5 million retention in various layers throughout the umbrella.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world, with consolidated total revenues of [removed: $17.7] [added: $16.2] billion in [removed: 2024.][added: 2025.]

[removed: We] [added: As a leader in Lean AI supply chains, we] deliver logistics like no one else.

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Transportation | | | $ | [removed: 16,353,745] [added: 14,823,804] | | | | | | | | | | | $ | [removed: 16,372,660] [added: 16,353,745] | | | | | | | | | | | $ | [removed: 23,516,384] [added: 16,372,660] | | | | | | | |

| Sourcing | | | [removed: 1,371,211] [added: 1,408,959] | | | | | | | | | | | | [removed: 1,223,783] [added: 1,371,211] | | | | | | | | | | | | [removed: 1,180,241] [added: 1,223,783] | | | | | | | | |

| Total revenues | | | [removed: 17,724,956] [added: 16,232,763] | | | | | | | | | | | | [removed: 17,596,443] [added: 17,724,956] | | | | | | | | | | | | [removed: 24,696,625] [added: 17,596,443] | | | | | | | | |

| Purchased transportation and related services | | | [removed: 13,719,935] [added: 12,235,163] | | | | | | | | | | | | [removed: 13,886,024] [added: 13,719,935] | | | | | | | | | | | | [removed: 20,035,715] [added: 13,886,024] | | | | | | | | |

| Purchased products sourced for resale | | | [removed: 1,240,007] [added: 1,268,190] | | | | | | | | | | | | [removed: 1,105,811] [added: 1,240,007] | | | | | | | | | | | | [removed: 1,067,733] [added: 1,105,811] | | | | | | | | |

| Direct internally developed software amortization | | | [removed: 44,308] [added: 58,258] | | | | | | | | | | | | [removed: 33,620] [added: 44,308] | | | | | | | | | | | | [removed: 25,487] [added: 33,620] | | | | | | | | |

| Total direct costs | | | [removed: 15,004,250] [added: 13,561,611] | | | | | | | | | | | | [removed: 15,025,455] [added: 15,004,250] | | | | | | | | | | | | [removed: 21,128,935] [added: 15,025,455] | | | | | | | | |

| Gross profits/Gross profit margin | | | [removed: 2,720,706] [added: 2,671,152] | | | | | | [removed: 15.3] [added: 16.5] | | % | | | | [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] | | % |

| Plus: Direct internally developed software amortization | | | [removed: 44,308] [added: 58,258] | | | | | | | | | | | | [removed: 33,620] [added: 44,308] | | | | | | | | | | | | [removed: 25,487] [added: 33,620] | | | | | | | | |

| Adjusted gross profits/Adjusted gross profit margin | | | $ | [removed: 2,765,014] [added: 2,729,410] | | | | | [removed: 15.6] [added: 16.8] | | % | | | | $ | [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: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Total revenues | | | | | | $ | [removed: 17,724,956] [added: 16,232,763] | | | | | $ | [removed: 17,596,443] [added: 17,724,956] | | | | | $ | [removed: 24,696,625] [added: 17,596,443] | |

| Operating income | | | | | | [removed: 669,141] [added: 794,961] | | | | | | [removed: 514,607] [added: 669,141] | | | | | | [removed: 1,266,782] [added: 514,607] | | |

| Operating margin | | | | | | [removed: 3.8] [added: 4.9] | | % | | | | [removed: 2.9] [added: 3.8] | | % | | | | [removed: 5.1] [added: 2.9] | | % |

| Adjusted gross profit | | | | | | $ | [removed: 2,765,014] [added: 2,729,410] | | | | | $ | [removed: 2,604,608] [added: 2,765,014] | | | | | $ | [removed: 3,593,177] [added: 2,604,608] | |

| Adjusted operating margin | | | | | | [removed: 24.2] [added: 29.1] | | % | | | | [removed: 19.8] [added: 24.2] | | % | | | | [removed: 35.3] [added: 19.8] | | % |

Our [removed: 2024 surface transportation] [added: Global Forwarding] results [added: in 2025] were largely consistent with the [removed: trends discussed in the] market trends [removed: section and similar to trends experienced in the prior year.][added: discussed above.]

Our [removed: average] truckload linehaul cost per mile, excluding fuel surcharges, [removed: decreased] [added: increased] approximately [removed: 5.5 percent during 2024.][added: 2.0 percent.]

Our average truckload linehaul rate charged to [removed: our] customers, excluding fuel surcharges, [removed: decreased] [added: increased] approximately [removed: 5.0] [added: 2.5] percent during [removed: 2024.][added: 2025 reflecting our advanced dynamic pricing.]

Our total ocean freight volumes [removed: increased 5.5] [added: decreased 4.5] percent while our air freight tonnage [removed: increased 17.0] [added: decreased 11.5] percent in [removed: 2024] [added: 2025] compared to the prior year.

The following summarizes select [removed: 2024] [added: 2025] year-over-year operating comparisons to [removed: 2023:][added: 2024:]

- Total revenues [removed: increased 0.7] [added: decreased 8.4] percent to [removed: $17.7] [added: $16.2] billion, primarily driven by [removed: higher] [added: the divestiture of our Europe Surface Transportation business, in addition to lower] pricing and volume in our ocean [removed: services, partially offset by lower pricing] [added: services] and [removed: volume] [added: lower fuel surcharges] in our truckload services.

- Gross profits [removed: increased 5.8] [added: decreased 1.8] percent to $2.7 billion.

[removed: Adjusted] [added: Gross profits and adjusted] gross [added: profits. NAST adjusted gross] profits increased [removed: 6.2 percent to $2.8 billion, primarily] driven by higher adjusted gross [removed: profit] [added: profits] per transaction in [removed: our] [added: both] truckload and [removed: ocean] [added: LTL] services.

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

Average employee headcount decreased [removed: 10.3] [added: 11.5] percent.

- Other selling, general, and administrative (“SG&A”) expenses [removed: increased 2.5] [added: decreased 11.8] percent to [removed: $639.6] [added: $564.3] million, primarily due to a $44.5 million loss [removed: on] [added: in] the [added: prior year related to the] divestiture of our Europe Surface Transportation [removed: business.][added: business and prior year restructuring charges for impairments related to reducing our facilities footprint.]

- Income from operations totaled [removed: $669.1] [added: $795.0] million, up [removed: 30.0] [added: 18.8] percent from last year, due to [removed: an increase in adjusted gross profits, partially offset by] the [removed: increase] [added: decrease] in operating expenses.

Adjusted operating margin of [removed: 24.2] [added: 29.1] percent increased [removed: 440] [added: 490] basis points.

- Interest and other income/expenses, net totaled [removed: $89.9] [added: $72.5] million, which primarily consisted of [removed: $85.9] [added: $63.1] million of interest expense, which decreased [removed: $4.3] [added: $22.8] million versus last year due to a lower average debt [removed: balance.][added: balance and lower variable interest rates.]

The current year results also included [removed: a $7.4] [added: an $11.2] million net loss from foreign currency revaluation and realized foreign currency gains and losses.

- The effective tax rate for [removed: 2024] [added: 2025] was [removed: 19.6] [added: 18.7] percent compared to [removed: 20.5] [added: 19.6] percent in [removed: 2023.][added: 2024.]

The lower rate [removed: in the current year] was driven by [removed: the impact of non-recurring discrete items and] higher [removed: U.S.] [added: foreign] tax credits, [added: higher tax benefits from share-based compensation, and the prior year impact of the divestiture of our European Surface Transportation business,] partially offset by [removed: higher pre-tax income and lower foreign] [added: a reduced benefit from U.S.] tax [removed: credits.][added: credits in the current year and non-recurring discrete items in the prior year.]

- Net income totaled [removed: $465.7] [added: $587.1] million, up [removed: 43.2] [added: 26.1] percent from a year ago.

Diluted earnings per share increased [removed: 41.9] [added: 25.1] percent to [removed: $3.86.][added: $4.83.]

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | % change | | | | | | [removed: 2022] [added: 2023] | | | | | | % change | | |

| Transportation | | | | | | $ | [removed: 16,353,745] [added: 14,823,804] | | | | | $ | [removed: 16,372,660] [added: 16,353,745] | | | | | [removed: (0.1)] [added: (9.4)] | | % | | | | $ | [removed: 23,516,384] [added: 16,372,660] | | | | | [removed: (30.4)] [added: (0.1)] | | % |

For more than a century, companies everywhere have looked to us to reimagine how goods move.

We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more.

With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably.

| Operating income | | | | | | 794,961 | | | | | | 669,141 | | | | | | 514,607 | | |

Carrier capacity in the North America surface transportation market continued to contract toward the end of 2025 as carriers exited the market.

This gradual tightening, coupled with disruptive weather events and incremental pressures from the enforcement of commercial driver regulations, contributed to upward pressure on transportation rates.

As a result, the market has become increasingly sensitive, with spot market rates exhibiting sharper than typical reactions to changes in supply and demand conditions.

Despite these emerging pressures, the market has not fully transitioned into a sustained upcycle.

Key indicators, such as truckload routing guide depth within our Managed Solutions business, have remained at historically low levels for nearly two years.

Average routing guide depth was 1.3 in the fourth quarter of 2025, compared to 1.2 for much of the prior two years.

While this increase reflects early signs of a tightening market, soft demand conditions and remaining excess capacity continue to temper the pace of the shift.

The global forwarding market continued to face a persistent imbalance in 2025, marked by excess vessel capacity and weak global demand.

Despite carriers’ ongoing avoidance of the Suez Canal, which has resulted in longer transit times and strain on global networks, vessel capacity has remained elevated.

While short periods of rate volatility have occurred due to shifting trade and tariff policies, front‑loading, seasonal factors, and carriers’ use of blank sailings, international freight rates have largely remained depressed as weak demand outweighed these pressures.

Looking ahead, uncertainty persists due to geopolitical and macroeconomic factors, including evolving trade policies, the Red Sea conflict, and carriers’ ability to effectively manage excess capacity.

Despite this uncertainty, we expect ocean pricing to remain under pressure until global freight demand meaningfully improves.

Similar dynamics continue to affect the air freight market.

Although demand has shown resilience in certain technology‑focused sectors, overall air freight pricing remains sensitive to tariff developments and broader economic conditions, including cost-efficient ocean freight rates.

Our surface transportation results in 2025 reflected the challenging market conditions described above, including the increase in transportation rates as capacity tightened in the market near the end of the year.

Throughout the year, we continued to advance our dynamic pricing and costing capabilities, navigating both the prolonged softness in demand and the rising cost environment that emerged toward year‑end.

These enhanced capabilities allowed us to better react to changing market conditions and led to an improvement in adjusted gross profit per transaction in 2025 compared to 2024.

Despite operating in a persistently soft market for much of the year, our combined North American Surface Transportation (“NAST”) truckload and LTL volumes significantly outperformed the Cass Freight Index increasing 1.0 percent compared to 2024.

Throughout the year, we experienced short-lived periods of pricing and volume volatility largely associated with shifting trade policies.

Despite this volatility, overall ocean freight rates and volumes declined from the elevated levels observed in 2024, primarily due to excess vessel capacity and weak global consumer demand.

Adjusted gross profits decreased 1.3 percent to $2.7 billion, primarily driven by lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business, which were partially offset by higher adjusted gross profit per transaction in our LTL, truckload, and customs services.

- Personnel expenses decreased 5.9 percent to $1.4 billion, primarily due to cost-optimization efforts and productivity improvements and the divestiture of our Europe Surface Transportation business.

In addition, other SG&A expenses declined across several expense categories in 2025 due to cost optimization efforts.

Total revenues and direct costs. Total revenues and direct costs decreased primarily due to the divestiture of our Europe Surface Transportation business, as well as lower pricing and volume in our ocean services and lower fuel surcharges in our truckload services.

During 2024, ocean transportation revenues and direct costs were elevated as a result of ongoing disruptions, including the Red Sea conflict, which strained capacity and increased ocean freight rates.

While short periods of rate volatility occurred during 2025, driven by shifting trade policies, front-loading, seasonal factors, and carriers’ use of blank sailings, overall ocean freight rates have largely remained depressed as weak demand outweighed these pressures.

These impacts were partially offset by increased adjusted gross profit per transaction in our LTL, truckload, and customs services.

The decline in ocean services was largely attributable to the significant reduction in market pricing during 2025, compared to the same period in 2024 discussed above.

Conversely, the increase in adjusted gross profit per transaction in LTL and truckload services reflects the continued advancement of our dynamic pricing and costing capabilities.

These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery.

Other SG&A expenses also decreased, driven by the prior year loss recognized on the divestiture of our Europe Surface Transportation business and prior year restructuring charges related to reducing our facilities footprint.

In addition, other SG&A expenses for 2025 included $2.5 million of expenses associated with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business.

We also incurred $8.8 million in other SG&A expenses in 2025, primarily from a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.

The lower rate was driven by higher foreign tax credits, higher tax benefits from shared-based compensation, and the prior year impact of the divestiture of our European Surface Transportation business, which reduced our effective tax rate compared to the prior year by 4.2 percentage points, 2.6 percentage points, and 1.3 percentage points, respectively.

Total revenues and direct costs. NAST total revenues and direct costs decreased primarily due to lower fuel surcharges driven by a year-over-year decrease in diesel fuel prices and a shorter average length of haul in truckload services.

The improvement was driven by the continued advancement of our dynamic pricing and costing capabilities.

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.

The North America surface transportation market continued to experience excess carrier capacity relative to shipper demand throughout 2024, which resulted in an oversupplied and very competitive market.

These conditions are typically referred to as a soft market and resulted in transportation rates at, or near, the estimated cost to operate a truck for much of 2024.

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.

One of the key metrics we use to measure market conditions is the truckload routing guide depth from our Managed Solutions business.

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

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.

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

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.

Our 2024 Global Forwarding results were largely consistent with the trends discussed above in the market trends section.

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.

The prior year included

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

found in Item 7, “*Management’s Discussion and Analysis of Financial Condition and Results of Operations,*” of our 2023 Annual Report on Form 10-K filed with the SEC on February 16, 2024.

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.

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

The effective income tax rate for the twelve months ended December 31, 2024, was lower than the statutory federal income tax rate primarily due to the tax impact of U.S. tax credits and incentives and share-based payment awards, which reduced the effective tax rate by 5.3 percentage points and 1.8 percentage points, respectively.

The effective income tax rate for the twelve months ended December 31, 2023, was lower than the statutory federal income tax rate primarily due to the tax impact of foreign tax credits, U.S. tax credits and incentives, and the tax impact of share-based payment awards, which reduced the effective tax rate by 9.5 percentage points, 3.4 percentage points, and 2.7 percentage points, respectively.

These impacts were partially offset by a higher tax rate on foreign earnings and the impact of a Section 199 domestic production activities settlement, which increased the effective tax rate by 5.8 percentage points and 4.7 percentage points, respectively.

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.

Gross profits and adjusted gross profits. NAST adjusted gross profits increased, driven by truckload services due to higher adjusted gross profits per transaction partially offset by a decline in truckload service volumes.

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

Additionally, LTL services adjusted gross profits per transaction increased, driven by the improved execution and disciplined pricing efforts across our portfolio, in addition to an increase in volumes.

We had [removed: $145.8] [added: $160.9] million of cash and cash equivalents on December 31, [removed: 2024.][added: 2025.]

There was [removed: $9 million] [added: nothing] outstanding on the revolving credit facility as of December 31, [removed: 2024.][added: 2025.]

There was $325 million outstanding on the Senior Notes as of December 31, [removed: 2024.][added: 2025.]

The fair value of the Senior Notes approximated [removed: $293.1] [added: $311.8] million as of December 31, [removed: 2024.][added: 2025.]

The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated [removed: $583.3] [added: $602.8] million as of December 31, [removed: 2024,] [added: 2025,] based primarily on the market prices quoted from external sources.

The carrying value of the Senior Notes was [removed: $596.9] [added: $597.8] million as of December 31, [removed: 2024.][added: 2025.]

There was [removed: $446.8] [added: $166.7] million outstanding, net of unamortized issuance costs, on the Receivables Securitization Facility as of December 31, [removed: 2024.][added: 2025.]

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, [removed: 2024.][added: 2025.]

Our primary foreign exchange risks are associated with the U.S. Dollar versus the Euro, Chinese Yuan, Singapore Dollar, [added: Canadian 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: 2024,] [added: 2025,] would have decreased our net income by approximately [removed: $7.5] [added: $14.2] million and a hypothetical 10 percent strengthening of the U.S. Dollar against these on December 31, [removed: 2024,] [added: 2025,] would have increased our net income by approximately [removed: $6.2] [added: $11.6] million.

C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world, with consolidated total revenues of [removed: $17.7] [added: $16.2] billion in [removed: 2024.][added: 2025.]

[removed: We] [added: As a leader in Lean artificial intelligence (“AI”) supply chains, we] deliver logistics like no one else.

[removed: As one of the world’s largest logistics platforms, our] [added: Our] proprietary technology connects [removed: 83,000] [added: 75,000] customers and 450,000 [added: contract] carriers.

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

In [removed: 2024,] [added: 2025,] our customers trusted us to manage approximately 37 million shipments and $23 billion in freight.

Our global perspective across all links in the supply chain [removed: are] [added: is] critical in supporting shippers through market volatility and global supply chain disruptions.

Our innovations with [removed: artificial intelligence (“AI”),] [added: AI,] machine learning, and data science benefit our [removed: customers] [added: customers, contract carriers,] and [added: employees and] help power our growth strategy.

We [removed: are expanding] [added: have expanded] the use of generative [added: and agentic] AI in our industry, creating proprietary technology to perform work that defied automation for decades.

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

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, [removed: 3PL,] [added: 3PL] managed [removed: transportation] [added: transportation,] and [removed: Transportation Management Services] [added: transportation management system] (“TMS”) technology from one provider.

Other Surface Transportation revenues [removed: are] [added: were] primarily earned by our Europe Surface Transportation operating segment.

Europe Surface Transportation [removed: provides] [added: provided] transportation and logistics services, including truckload and LTL transportation services, across Europe.

- 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 our proprietary [removed: Navisphere platform®,] [added: 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 [removed: usage] [added: use] of their equipment.

Through our contracts with motor carriers and the use of Navisphere, we consolidate freight and freight information to provide our customers with a single source of [removed: information on their freight.][added: freight visibility.]

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

During the time when a shipment is executed, we connect [removed: frequently, either electronically or manually,] [added: frequently] with the contracted carrier to track the status of the shipment to meet the unique needs of our customers.

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

Our [added: dynamic costing and pricing models assist our] employees [removed: price] [added: in pricing] our services to provide a profit to us for the totality of services performed for the customer.

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

In those [removed: cases,] [added: cases] where we have prearranged rates with contracted motor carriers, there is typically a calculated fuel surcharge based on a mutually agreed-upon formula.

We identify opportunities to consolidate shipments [added: and centralize purchase order management] for cost savings.

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

Our breadth of value-added services also includes supply chain consulting and design, [removed: emissions] analytics, customs brokerage and compliance, project logistics, warehousing, and cargo insurance—for which we are usually paid separately.

Transportation services accounted for approximately 95 percent of adjusted gross profits in [removed: 2024 and 2023] [added: 2025, 2024,] and [removed: 97 percent of adjusted gross profits in 2022.][added: 2023.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Truckload | | | $ | [removed: 1,072,691] [added: 1,052,281] | | | | | $ | [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] | |

| LTL | | | [removed: 572,169] [added: 609,736] | | | | | | [removed: 550,373] [added: 572,169] | | | | | | [removed: 632,116] [added: 550,373] | | | | | | [removed: 523,365] [added: 632,116] | | | | | | [removed: 457,290] [added: 523,365] | | |

| Ocean | | | [removed: 519,970] [added: 432,874] | | | | | | [removed: 420,883] [added: 519,970] | | | | | | [removed: 729,839] [added: 420,883] | | | | | | [removed: 711,223] [added: 729,839] | | | | | | [removed: 350,094] [added: 711,223] | | |

| Air | | | [removed: 135,901] [added: 136,695] | | | | | | [removed: 123,470] [added: 135,901] | | | | | | [removed: 198,166] [added: 123,470] | | | | | | [removed: 225,286] [added: 198,166] | | | | | | [removed: 151,443] [added: 225,286] | | |

| Customs | | | [removed: 107,480] [added: 132,776] | | | | | | [removed: 97,096] [added: 107,480] | | | | | | [removed: 107,691] [added: 97,096] | | | | | | [removed: 100,539] [added: 107,691] | | | | | | [removed: 87,095] [added: 100,539] | | |

| Other Logistics Services | | | [removed: 225,599] [added: 224,279] | | | | | | [removed: 255,735] [added: 225,599] | | | | | | [removed: 251,547] [added: 255,735] | | | | | | [removed: 210,958] [added: 251,547] | | | | | | [removed: 195,159] [added: 210,958] | | |

| Total | | | $ | [removed: 2,633,810] [added: 2,588,641] | | | | | $ | [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] | |

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.

We have various national and regional [removed: branded produce] [added: branded-produce] programs, including both proprietary brands and nationally licensed brands.

Sourcing accounted for approximately five percent of our adjusted gross profits in [removed: 2024 and 2023] [added: 2025, 2024,] and [removed: three percent of our adjusted gross profits in 2022.][added: 2023.]

We work to establish long-term relationships with our customers and [removed: to] increase the amount of business done with each customer by providing them with a full range of logistics services and people on whom they can rely.

During [removed: 2024,] [added: 2025,] we served [removed: 83,000] [added: 75,000] customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.

During [removed: 2024,] [added: 2025,] our largest customer accounted for approximately two percent of our consolidated total revenues.

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

For more than a century, companies everywhere have looked to us to reimagine how goods move.

We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more.

With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably.

Rooted in Lean principles, it’s a disciplined approach to continuous improvement, driving operational effectiveness that allows us to deliver greater value to our customers.

Accelerated speed in decision-making allows us to more quickly identify and pursue opportunities.

Rigorous measurement allows for more strategic problem-solving and course correction.

We apply that same rigor to our innovation.

Lean AI is our unique and disciplined method of applying artificial intelligence, at scale, to achieve tangible business results.

Our customers get better service, faster speed-to-market and more cost savings.

The contract carriers in our network get hyper-customized load recommendations and optimized appointment times for pickup and delivery, helping them run their businesses more efficiently.

The number of customers we served worldwide declined from 83,000 in 2024 driven by the sale of our Europe Surface Transportation business.

Details of shipment contents, shipment status, disruptions to shipments, and resulting adjustments to estimated

To make it easier for contracted motor carriers to work with us, we send hyper-customized load recommendations to them directly, give them simple tools to make offers and instantly book loads, and provide financial services that make it easier to get paid.

Our

the California Consumer Privacy Act.

They are supply chain experts and problem solvers who act as strategic partners, leveraging scale, data, and expertise to solve challenges in global supply chains.

Customers and carriers consistently identify our people as a key differentiator, citing the expertise that enables us to deliver speed, simplicity, quality, and clarity in every interaction.

The Robinson Way provides clarity on how every role contributes to our success and inspires a sense of purpose and direction in a rapidly evolving supply chain landscape.

As a service company, success depends on creating an environment where people are empowered to succeed, grow, and innovate.

This alignment strengthens relationships and drives meaningful impact across the global supply chain.

We harness the unique perspectives, skills, and experiences of our global network of supply chain experts to fuel innovation, strengthen collaboration, and build a team positioned to win in a rapidly changing market.

This approach delivers smarter solutions for customers, contract carriers, and growers, creating a competitive edge in attracting and retaining top talent.

Our global workforce includes 11,855 employees and 761 contingent workers, as presented below.

| Network employees | | | | | | 7,305 | | | | | | 812 | | | | | | 1,249 | | | | | | 313 | | | | | | 220 | | | | | | 9,899 | | |

| Shared services employees | | | | | | 1,448 | | | | | | 271 | | | | | | 193 | | | | | | 18 | | | | | | 26 | | | | | | 1,956 | | |

| Total Employees | | | | | | 8,753 | | | | | | 1,083 | | | | | | 1,442 | | | | | | 331 | | | | | | 246 | | | | | | 11,855 | | |

| Contingent workers | | | | | | 642 | | | | | | 5 | | | | | | 78 | | | | | | 9 | | | | | | 27 | | | | | | 761 | | |

We use data-driven recruitment strategies and targeted marketing to strengthen our talent brand and drive a high-quality pipeline of candidates aligned with our strategic goals.

We seek individuals who embody our behavioral advantages while demonstrating adaptability, collaboration, and a passion for solving complex challenges with speed, simplicity, quality and clarity.

Lean AI and how our people leverage it, is a key part of how we’re building a smarter and faster C.H. Robinson.

We then put Lean AI technology in the hands of our employees and are investing in the development of critical skills to make their work efficient and allow them to deliver more impact.

Lean AI is rapidly accelerating how our people solve problems, drive growth, and deliver more value to our customers and carriers.

Our strategy and operating model are the engine, and Lean AI is our accelerator.

Together, they help us solve problems, drive growth, and deliver more value to our customers and carriers.

Survey feedback underscores that our employees are aligned with our strategic direction, committed to continuous improvement, ready to learn and work with AI tools, and trust our leaders to guide them through change.

We are committed to creating and maintaining a safe and secure workplace for all employees.

Our safety efforts across divisions and regions are united by the warehouse environmental, health, and safety policy, which is publicly available in the company’s global Code of Ethics.

Our compensation programs are designed to align with company goals and drive sustainable, profitable growth.

Enterprise bonus plans use financial measures tied to strategic priorities, and compensation incorporates individual, team, and enterprise performance for accountability and consistency.

For customer-facing roles, incentives balance volume and margin.

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.

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.

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

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 temperature controlled commodities.

We supply fresh produce through a network of independent produce growers and suppliers.

Our customers include grocery retailers, restaurants, foodservice distributors, and produce wholesalers.

In many cases, we also arrange the logistics and transportation of the products we sell and provide related supply chain services, such as replenishment, category management, and managed procurement services.

We have developed proprietary brands of produce and have exclusive licensing agreements to distribute fresh and value-added produce under recognized consumer brand names.

The produce for these brands is sourced through a preferred grower network and packed to order through contract packing agreements.

We have instituted quality assurance and monitoring procedures with each of these preferred growers.

- Network: Our combination of global capability, regional and local expertise, and scale gives our customers a strategic advantage in supply chain execution;

We continue to drive digital transformation in our industry.

Some of the other industry-first tools we’ve launched include:

- Procure IQ®, which uses algorithms built by our data scientists and the largest freight shipment dataset in the industry to show shippers the optimal way to purchase transportation in each of their shipping lanes;

- Emissions IQ®, which gives shippers instant visibility into their carbon emissions and surfaces opportunities for reduction; and

- Market Rate IQ™, which reveals the patterns in a shipper’s spot freight that they could change to increase savings.

To make it easier for contracted motor carriers to work with us, we have a policy of making contracted motor carrier invoice payments upon receipt of proof of delivery in accordance with our standard payment terms.

They are supply chain experts and problem solvers who are committed to winning, and act as an extension of our customers’ teams.

Our customers and contract carriers consistently cite our people as the number one reason for choosing C.H. Robinson.

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.

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 leverage the unique perspectives, skills, and experiences of our global network of supply chain experts to create a stronger, more innovative and successful team.

This leads to better solutions for our customers, contract carriers, and growers; drives our competitive advantage in recruiting and retaining top talent; and enhances our high-performance culture.

We lead the industry with a strong performance-driven team.

We have 11,565 network employees, as presented below.

| Network employees | | | | | | 7,982 | | | | | | 1,517 | | | | | | 1,481 | | | | | | 367 | | | | | | 218 | | | | | | 11,565 | | |

| Shared services employees | | | | | | 1,541 | | | | | | 416 | | | | | | 208 | | | | | | 24 | | | | | | 27 | | | | | | 2,216 | | |

| Total Employees | | | | | | 9,523 | | | | | | 1,933 | | | | | | 1,689 | | | | | | 391 | | | | | | 245 | | | | | | 13,781 | | |

| Contingent workers | | | | | | 796 | | | | | | 12 | | | | | | 64 | | | | | | 5 | | | | | | 22 | | | | | | 899 | | |

We leverage proven recruitment marketing practices to increase talent brand awareness and drive high-quality applicant flow.

We seek individuals who embody our behavioral advantages, are committed and driven, adaptable, team-oriented, and innovative problem solvers.

Generative AI is rapidly enhancing our work, enabling our employees to create robust, meaningful, and actionable solutions.

Strengths include manager capabilities, strong relationships, and understanding customer needs.

providing additional no-cost access to behavioral health benefits and counseling.

Our incentives line up with our company goals and are performance-based.

Top leaders across the organization are on the same compensation plan to drive and reward enterprise performance.

It is heavily weighted to rewarding outcomes.

Currently, 54 percent of total compensation is variable and performance based, and one-third of total compensation is in equity to align with our shareholders.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June [removed: 28, 2024,] [added: 30, 2025,] was [removed: $10,299,490,294] [added: $11,317,245,827] (based upon the closing price of [removed: $88.12] [added: $95.95] per common share on that date as quoted on The Nasdaq Global Select Market).

As of February [removed: 12, 2025,] [added: 11, 2026,] the number of shares outstanding of the registrant’s common stock, par value $0.10 per share, was [removed: 118,705,622.][added: 118,620,833.]

Portions of the Registrant’s Proxy Statement relating to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III.

For the Year Ended December 31, [removed: 2024][added: 2025]

| Item 1. | | | [removed: [Business](#i67881dcefe0c4c379cc7e0dc20deaafb_13)] [added: [Business](#i1bf7bb6e9a424dbca38dc21ece6d90db_13)] | | | [removed: [3](#i67881dcefe0c4c379cc7e0dc20deaafb_13)] [added: [3](#i1bf7bb6e9a424dbca38dc21ece6d90db_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i67881dcefe0c4c379cc7e0dc20deaafb_19)] [added: Factors](#i1bf7bb6e9a424dbca38dc21ece6d90db_19)] | | | [removed: [15](#i67881dcefe0c4c379cc7e0dc20deaafb_19)] [added: [15](#i1bf7bb6e9a424dbca38dc21ece6d90db_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i67881dcefe0c4c379cc7e0dc20deaafb_22)] [added: Comments](#i1bf7bb6e9a424dbca38dc21ece6d90db_22)] | | | [removed: [21](#i67881dcefe0c4c379cc7e0dc20deaafb_22)] [added: [21](#i1bf7bb6e9a424dbca38dc21ece6d90db_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i67881dcefe0c4c379cc7e0dc20deaafb_25)] [added: [Cybersecurity](#i1bf7bb6e9a424dbca38dc21ece6d90db_25)] | | | [removed: [21](#i67881dcefe0c4c379cc7e0dc20deaafb_25)] [added: [21](#i1bf7bb6e9a424dbca38dc21ece6d90db_25)] | | |

| Item 2. | | | [removed: [Properties](#i67881dcefe0c4c379cc7e0dc20deaafb_28)] [added: [Properties](#i1bf7bb6e9a424dbca38dc21ece6d90db_28)] | | | [removed: [23](#i67881dcefe0c4c379cc7e0dc20deaafb_28)] [added: [23](#i1bf7bb6e9a424dbca38dc21ece6d90db_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i67881dcefe0c4c379cc7e0dc20deaafb_31)] [added: Proceedings](#i1bf7bb6e9a424dbca38dc21ece6d90db_31)] | | | [removed: [23](#i67881dcefe0c4c379cc7e0dc20deaafb_31)] [added: [23](#i1bf7bb6e9a424dbca38dc21ece6d90db_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i67881dcefe0c4c379cc7e0dc20deaafb_34)] [added: Disclosures](#i1bf7bb6e9a424dbca38dc21ece6d90db_34)] | | | [removed: [23](#i67881dcefe0c4c379cc7e0dc20deaafb_34)] [added: [23](#i1bf7bb6e9a424dbca38dc21ece6d90db_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i67881dcefe0c4c379cc7e0dc20deaafb_40)] [added: Securities](#i1bf7bb6e9a424dbca38dc21ece6d90db_40)] | | | [removed: [23](#i67881dcefe0c4c379cc7e0dc20deaafb_40)] [added: [24](#i1bf7bb6e9a424dbca38dc21ece6d90db_40)] | | |

| Item 6. | | | [removed: [Reserved](#i67881dcefe0c4c379cc7e0dc20deaafb_43)] [added: [Reserved](#i1bf7bb6e9a424dbca38dc21ece6d90db_43)] | | | [removed: [25](#i67881dcefe0c4c379cc7e0dc20deaafb_43)] [added: [25](#i1bf7bb6e9a424dbca38dc21ece6d90db_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i67881dcefe0c4c379cc7e0dc20deaafb_46)] [added: Operations](#i1bf7bb6e9a424dbca38dc21ece6d90db_46)] | | | [removed: [26](#i67881dcefe0c4c379cc7e0dc20deaafb_46)] [added: [26](#i1bf7bb6e9a424dbca38dc21ece6d90db_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i67881dcefe0c4c379cc7e0dc20deaafb_73)] [added: Risk](#i1bf7bb6e9a424dbca38dc21ece6d90db_73)] | | | [removed: [37](#i67881dcefe0c4c379cc7e0dc20deaafb_73)] [added: [38](#i1bf7bb6e9a424dbca38dc21ece6d90db_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i67881dcefe0c4c379cc7e0dc20deaafb_76)] [added: Data](#i1bf7bb6e9a424dbca38dc21ece6d90db_76)] | | | [removed: [38](#i67881dcefe0c4c379cc7e0dc20deaafb_76)] [added: [39](#i1bf7bb6e9a424dbca38dc21ece6d90db_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i67881dcefe0c4c379cc7e0dc20deaafb_139)] [added: Disclosure](#i1bf7bb6e9a424dbca38dc21ece6d90db_142)] | | | [removed: [70](#i67881dcefe0c4c379cc7e0dc20deaafb_139)] [added: [73](#i1bf7bb6e9a424dbca38dc21ece6d90db_142)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i67881dcefe0c4c379cc7e0dc20deaafb_142)] [added: Procedures](#i1bf7bb6e9a424dbca38dc21ece6d90db_145)] | | | [removed: [70](#i67881dcefe0c4c379cc7e0dc20deaafb_142)] [added: [73](#i1bf7bb6e9a424dbca38dc21ece6d90db_145)] | | |

| Item 9B. | | | [Other [removed: Information](#i67881dcefe0c4c379cc7e0dc20deaafb_145)] [added: Information](#i1bf7bb6e9a424dbca38dc21ece6d90db_148)] | | | [removed: [70](#i67881dcefe0c4c379cc7e0dc20deaafb_145)] [added: [74](#i1bf7bb6e9a424dbca38dc21ece6d90db_148)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i67881dcefe0c4c379cc7e0dc20deaafb_148)] [added: Inspections](#i1bf7bb6e9a424dbca38dc21ece6d90db_151)] | | | [removed: [70](#i67881dcefe0c4c379cc7e0dc20deaafb_148)] [added: [74](#i1bf7bb6e9a424dbca38dc21ece6d90db_151)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i67881dcefe0c4c379cc7e0dc20deaafb_154)] [added: Governance](#i1bf7bb6e9a424dbca38dc21ece6d90db_157)] | | | [removed: [71](#i67881dcefe0c4c379cc7e0dc20deaafb_154)] [added: [74](#i1bf7bb6e9a424dbca38dc21ece6d90db_157)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i67881dcefe0c4c379cc7e0dc20deaafb_157)] [added: Compensation](#i1bf7bb6e9a424dbca38dc21ece6d90db_160)] | | | [removed: [71](#i67881dcefe0c4c379cc7e0dc20deaafb_157)] [added: [74](#i1bf7bb6e9a424dbca38dc21ece6d90db_160)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i67881dcefe0c4c379cc7e0dc20deaafb_160)] [added: Matters](#i1bf7bb6e9a424dbca38dc21ece6d90db_163)] | | | [removed: [71](#i67881dcefe0c4c379cc7e0dc20deaafb_160)] [added: [75](#i1bf7bb6e9a424dbca38dc21ece6d90db_163)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i67881dcefe0c4c379cc7e0dc20deaafb_163)] [added: Independence](#i1bf7bb6e9a424dbca38dc21ece6d90db_166)] | | | [removed: [71](#i67881dcefe0c4c379cc7e0dc20deaafb_163)] [added: [75](#i1bf7bb6e9a424dbca38dc21ece6d90db_166)] | | |

| Item 14. | | | [Principal [removed: Account](#i67881dcefe0c4c379cc7e0dc20deaafb_166)[ant](#i67881dcefe0c4c379cc7e0dc20deaafb_166)] [added: Account](#i1bf7bb6e9a424dbca38dc21ece6d90db_169)[ant](#i1bf7bb6e9a424dbca38dc21ece6d90db_169)] [Fees and [removed: Services](#i67881dcefe0c4c379cc7e0dc20deaafb_166)] [added: Services](#i1bf7bb6e9a424dbca38dc21ece6d90db_169)] | | | [removed: [72](#i67881dcefe0c4c379cc7e0dc20deaafb_166)] [added: [75](#i1bf7bb6e9a424dbca38dc21ece6d90db_169)] | | |

| Item 15. | | | [removed: [Exhibits](#i67881dcefe0c4c379cc7e0dc20deaafb_172) [and](#i67881dcefe0c4c379cc7e0dc20deaafb_172)] [added: [Exhibits](#i1bf7bb6e9a424dbca38dc21ece6d90db_175) [and](#i1bf7bb6e9a424dbca38dc21ece6d90db_175)] [Financial Statement [removed: Schedules](#i67881dcefe0c4c379cc7e0dc20deaafb_172)] [added: Schedules](#i1bf7bb6e9a424dbca38dc21ece6d90db_175)] | | | [removed: [72](#i67881dcefe0c4c379cc7e0dc20deaafb_172)] [added: [75](#i1bf7bb6e9a424dbca38dc21ece6d90db_175)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i67881dcefe0c4c379cc7e0dc20deaafb_175)] [added: Summary](#i1bf7bb6e9a424dbca38dc21ece6d90db_178)] | | | [removed: [75](#i67881dcefe0c4c379cc7e0dc20deaafb_175)] [added: [78](#i1bf7bb6e9a424dbca38dc21ece6d90db_178)] | | |

| | | | [Signatures](#i1bf7bb6e9a424dbca38dc21ece6d90db_181) | | | [79](#i1bf7bb6e9a424dbca38dc21ece6d90db_181) | | |

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

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

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

The ERM program is administered by our Internal Audit department and involves our global cybersecurity team, which possesses [removed: significant] knowledge and expertise in the area of cybersecurity risks.

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

Our Technology [removed: Continuity] [added: Resilience] program [removed: follows] [added: is aligned with] industry standards for disaster recovery [removed: practices,] including [removed: close alignment with ISO 27031:2011 and] the Disaster Recovery Institute International’s Professional Practices.

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

In addition, our Audit Committee receives quarterly reports on cybersecurity from our Chief Technology Officer and our [removed: Director of Cybersecurity] [added: Chief Information Security Officer] and Technology Risk Management.

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

These measures are intended to mitigate the impact of potential disruptions but cannot eliminate all risks.

Our Chief Information Security Officer

cybersecurity trainings.

reporting requirements.

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

We lease approximately [removed: 210] [added: 180] office locations in 36 countries across North America, Europe, Asia, South America, Oceania, and the Middle East.

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

In addition, we lease [removed: warehouse space totaling] approximately [removed: 4.3] [added: 4.4] million square feet [added: of warehouse space] in 26 [removed: locations] [added: locations,] primarily within the United [removed: States and] [added: States, as well as] a [added: 32,000 square foot] data center in Oronoco, [removed: Minnesota, of approximately 32,000 square feet.][added: Minnesota that is used by our All Other and Corporate segment.]

Most of our offices and warehouses are leased from third parties under [removed: leases] [added: arrangements] with initial terms ranging from [removed: one] [added: 1] to 15 years.

Refer to Note 14, *Restructuring*, for further detail on our [removed: 2024] [added: 2025] Restructuring Program.

We own three buildings in Eden Prairie totaling 224,000 square feet, which includes a data center of approximately 18,000 square feet.

These facilities support employees across our NAST, Global Forwarding, and All Other and Corporate segments.

The properties are owned and not subject to mortgages or other material encumbrances.

Approximately 100,000 square feet of this facility is subleased to a third-party and the remaining space is used primarily by our NAST segment.

We also lease a 207,000 square foot facility in Chicago, Illinois, with an expiration date of August 2033, which is used by our NAST, Global Forwarding, and All Other and Corporate segments.

In 2025, we had a restructuring initiative related to the consolidation and centralization of our facilities to align with workforce reductions.

These actions include downsizing, subleasing, early termination, or abandonment of certain office locations under operating leases.

The total square footage of our three buildings, all of which we own, in Eden Prairie is 224,000.

This total includes a data center of approximately 18,000 square feet.

Because we are a global enterprise characterized by substantial intersegment cooperation, properties are often used by multiple business segments.

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.

On February [removed: 12, 2025,] [added: 11, 2026,] the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was [removed: $97.55] [added: $196.33] per share.

On February [removed: 10, 2025,] [added: 9, 2026,] there were [removed: 125] [added: 129] holders of record.

On February [removed: 10, 2025,] [added: 9, 2026,] there were [removed: 289,082] [added: 512,467] beneficial owners of our common stock.

The following table provides information about company purchases of common stock during the quarter ended December 31, [removed: 2024:][added: 2025:]

(1)The total number of shares purchased includes: (i) [removed: no] [added: 780,500] shares of common stock were purchased under the authorization described below; and (ii) [removed: 79,845] [added: 117,627] shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 6,763,445] [added: 3,669,530] shares remaining for future repurchases.

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: 2019] [added: 2020] to December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| October 1, 2025 – October 31, 2025 | | | 305,284 | | | | | | $ | 129.38 | | | | | 302,500 | | | | | | 4,147,530 | | |

| November 1, 2025 – November 30, 2025 | | | 237,278 | | | | | | 153.01 | | | | | | 234,000 | | | | | | 3,913,530 | | |

| December 1, 2025 – December 31, 2025 | | | 355,565 | | | | | | 160.79 | | | | | | 244,000 | | | | | | 3,669,530 | | |

| Fourth Quarter 2025 | | | 898,127 | | | | | | $ | 148.06 | | | | | 780,500 | | | | | | 3,669,530 | | |

On October 28, 2025, the Board of Directors approved an additional $2.0 billion of authorization under the company’s share repurchase program.

The stock repurchase program does not obligate the company to acquire any amount of common stock and shall expire or terminate at the Board's discretion.

| C.H. Robinson Worldwide, Inc. | | | $ | 100.00 | | | | | $ | 117.18 | | | | | $ | 101.83 | | | | | $ | 98.67 | | | | | $ | 121.26 | | | | | $ | 192.75 | |

| S&P 500 | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

| Nasdaq Transportation | | | 100.00 | | | | | | 113.28 | | | | | | 91.78 | | | | | | 123.12 | | | | | | 125.85 | | | | | | 138.77 | | |

| 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 | | |

| Fourth quarter 2024 | | | 79,845 | | | | | | $ | 104.13 | | | | | — | | | | | | 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 | | |

We have audited the accompanying consolidated balance sheets of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations and comprehensive income, [removed: stockholders’] [added: stockholders'] investment, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 14, 2025,] [added: 13, 2026,] expressed an unqualified opinion on the [removed: Company’s] [added: Company's] internal control over financial reporting.

At December 31, [removed: 2024,] [added: 2025,] the Company recorded revenue of [removed: $200.3] [added: $156.4] 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: - 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: - 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: ▪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: ▪Assessing] [added: - Assessing] the estimate methodology for reasonableness, in light of recent market events or changes within the Company’s operating environment.

We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control — Integrated Framework (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: 2024,] [added: 2025,] based on criteria established in Internal Control — Integrated Framework (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: 2024,] [added: 2025,] of the Company and our report dated February [removed: 14, 2025,] [added: 13, 2026,] expressed an unqualified opinion on those financial statements.

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 145,762] [added: 160,871] | | | | | $ | [removed: 145,524] [added: 145,762] | |

| Receivables, net of allowance for credit loss of [removed: $13,285] [added: $14,420] and [removed: $14,229] [added: $13,285] | | | [removed: 2,383,709] [added: 2,360,829] | | | | | | [removed: 2,381,963] [added: 2,383,709] | | |

| Contract assets, net of allowance for credit loss | | | [removed: 200,332] [added: 156,441] | | | | | | [removed: 189,900] [added: 200,332] | | |

| Prepaid expenses and other | | | [removed: 102,166] [added: 120,402] | | | | | | [removed: 163,307] [added: 102,166] | | |

| Assets held for sale | | | [removed: 137,634] [added: —] | | | | | | [removed: —] [added: 137,634] | | |

| Total current assets | | | [removed: 2,969,603] [added: 2,798,543] | | | | | | [removed: 2,880,694] [added: 2,969,603] | | |

| Property and equipment | | | [removed: 404,065] [added: 353,404] | | | | | | [removed: 437,458] [added: 404,065] | | |

| Accumulated depreciation and amortization | | | [removed: (276,876)] [added: (237,042)] | | | | | | [removed: (292,740)] [added: (276,876)] | | |

| Net property and equipment | | | [removed: 127,189] [added: 116,362] | | | | | | [removed: 144,718] [added: 127,189] | | |

| Goodwill | | | [removed: 1,428,965] [added: 1,457,976] | | | | | | [removed: 1,473,600] [added: 1,428,965] | | |

| Other intangible assets, net of accumulated amortization of [removed: $51,375] [added: $62,535] and [removed: $58,437] [added: $51,375] | | | [removed: 28,193] [added: 18,174] | | | | | | [removed: 43,662] [added: 28,193] | | |

| Right-of-use lease assets | | | [removed: 334,738] [added: 278,323] | | | | | | [removed: 353,890] [added: 334,738] | | |

| Deferred tax assets | | | [removed: 300,909] [added: 293,455] | | | | | | [removed: 214,619] [added: 300,909] | | |

| Other assets | | | [removed: 108,329] [added: 95,548] | | | | | | [removed: 114,097] [added: 108,329] | | |

| Total assets | | | $ | [removed: 5,297,926] [added: 5,058,381] | | | | | $ | [removed: 5,225,280] [added: 5,297,926] | |

| Accounts payable | | | $ | [removed: 1,178,335] [added: 1,210,295] | | | | | $ | [removed: 1,303,951] [added: 1,178,335] | |

| Outstanding checks | | | [removed: 33,797] [added: 30,981] | | | | | | [removed: 66,383] [added: 33,797] | | |

| Compensation | | | [removed: 180,801] [added: 188,838] | | | | | | [removed: 135,104] [added: 180,801] | | |

| Transportation expense | | | [removed: 153,274] [added: 120,708] | | | | | | [removed: 147,921] [added: 153,274] | | |

| Income taxes | | | [removed: 9,326] [added: 33,745] | | | | | | [removed: 4,748] [added: 9,326] | | |

| Other accrued liabilities | | | [removed: 173,318] [added: 174,955] | | | | | | [removed: 159,435] [added: 173,318] | | |

| Current lease liabilities | | | [removed: 72,842] [added: 72,180] | | | | | | [removed: 74,451] [added: 72,842] | | |

| Current portion of debt | | | [removed: 455,792] [added: —] | | | | | | [removed: 160,000] [added: 455,792] | | |

| Liabilities held for sale | | | [removed: 67,413] [added: —] | | | | | | [removed: —] [added: 67,413] | | |

| Total current liabilities | | | [removed: 2,324,898] [added: 1,831,702] | | | | | | [removed: 2,051,993] [added: 2,324,898] | | |

| Long-term debt | | | [removed: 921,857] [added: 1,089,438] | | | | | | [removed: 1,420,487] [added: 921,857] | | |

| Noncurrent lease liabilities | | | [removed: 290,641] [added: 233,768] | | | | | | [removed: 297,563] [added: 290,641] | | |

| Noncurrent income taxes payable | | | [removed: 23,472] [added: 34,875] | | | | | | [removed: 21,289] [added: 23,472] | | |

February 13, 2026

February 13, 2026

| Net income | | | | | | | | | | | | | | | | | | | | | 587,081 | | | | | | | | | | | | | | | | | | 587,081 | | |

| Stock issued for employee benefit plans | | | 2,859 | | | | | | 286 | | | | | | (120,863) | | | | | | | | | | | | | | | | | | 202,857 | | | | | | 82,280 | | |

| Repurchase of common stock | | | (3,094) | | | | | | (309) | | | | | | | | | | | | | | | | | | | | | | | | (355,954) | | | | | | (356,263) | | |

| Balance, December 31, 2025 | | | 118,429 | | | | | | $ | 11,843 | | | | | $ | 734,261 | | | | | $ | 6,071,118 | | | | | $ | (77,674) | | | | | $ | (4,893,901) | | | | | $ | 1,845,647 | |

| Acquisitions, net of cash acquired | | | (11,864) | | | | | | — | | | | | | — | | |

| Proceeds from divestiture | | | 27,737 | | | | | | — | | | | | | — | | |

| 2025 | | | | | | $ | 32,520 | |

| | | | | | | | | | 2025 | | | | | | 2024 | | |

| 2025 | | | | | | $ | 60,047 | |

| | | | 2025 | | | | | | 2024 | | |

| Acquisitions | | | 14,259 | | | | | | — | | | | | | — | | | | | | 14,259 | | |

| Divestitures(2) | | | — | | | | | | — | | | | | | (28,697) | | | | | | (28,697) | | |

| Foreign currency translation | | | 8,390 | | | | | | 5,974 | | | | | | 491 | | | | | | 14,855 | | |

| December 31, 2025 balance | | | $ | 1,202,093 | | | | | $ | 208,472 | | | | | $ | 47,411 | | | | | $ | 1,457,976 | |

In connection with the sale, we disposed of goodwill included in the Europe Surface Transportation disposal group.

| | | | 2025 | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | |

| 2025 | | | $ | 10,251 | |

| 2026 | | | $ | 7,857 | | | | | $ | 407 | | | | | | | | | | | $ | 8,264 | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 9,574 | |

There are no remaining assets and liabilities held for sale as of December 31, 2025.

| Receivables Securitization Facility (1) | | | | | | 4.59 | | % | | | | 5.23 | | % | | | | August 2027 | | | | | | 166,654 | | | | | | 446,792 | | |

However, the Company continues to assert indefinite reinvestment with respect to certain other outside‑basis temporary differences related to those subsidiaries.

It is not practicable for the Company to estimate the amount of unrecognized deferred tax liability associated with other outside-basis temporary differences.

Recent OECD administrative guidance introduced a new “Side‑by‑Side” framework under Pillar Two, including a Side‑by‑Side Safe Harbor that can significantly reduce or eliminate top‑up taxes for multinational groups headquartered in eligible jurisdictions.

The guidance that was released in early January 2026 adds clarity around the application of the global minimum tax rules, including new safe harbors and simplified compliance measures intended to ease the Pillar Two reporting and calculation burden for affected companies.

The Company is currently reviewing this new guidance to evaluate potential implications for our global tax profile, operational structures, and reporting obligations beginning in 2026.

The rules implemented for the tax year 2025 did not result in additional tax for the Company.

We had approximately $5.3 million and $3.7 million for the payment of interest and penalties related to

A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate after the adoption of ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosure*, is as follows (dollars in thousands):

| | | | Year Ended December 31, 2025 | | | | | | | | |

| | | | $ | | | | | | % | | |

| U.S. federal statutory rate | | | $ | 151,716 | | | | | 21.0 | | % |

| State and local income taxes, net of federal income tax effect(1) | | | 4,531 | | | | | | 0.6 | | |

| Foreign tax effects | | | 2,186 | | | | | | 0.3 | | |

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

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

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

| Effect of cross-border tax laws (net of foreign tax credits) | | | | | | | | | | | |

February 14, 2025

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

| Balance December 31, 2021 | | | 129,186 | | | | | | $ | 12,919 | | | | | $ | 673,628 | | | | | $ | 4,936,861 | | | | | $ | (61,134) | | | | | $ | (3,540,340) | | | | | $ | 2,021,934 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 940,524 | | | | | | | | | | | | | | | | | | 940,524 | | |

| Stock issued for employee benefit plans | | | 1,364 | | | | | | 136 | | | | | | (21,017) | | | | | | | | | | | | | | | | | | 92,552 | | | | | | 71,671 | | |

| Repurchase of common stock | | | (14,227) | | | | | | (1,423) | | | | | | | | | | | | | | | | | | | | | | | | (1,455,290) | | | | | | (1,456,713) | | |

| Cash paid for income taxes | | | $ | 131,827 | | | | | $ | 155,936 | | | | | $ | 429,096 | |

| 2022 | | | | | | 38,102 | | |

_________________________________________

| 2022 | | | | | | 31,229 | | |

| December 31, 2022 balance | | | $ | 1,188,076 | | | | | $ | 206,189 | | | | | $ | 76,548 | | | | | $ | 1,470,813 | |

| Foreign currency translation | | | 737 | | | | | | 1,410 | | | | | | 640 | | | | | | 2,787 | | |

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.

| 2022 | | | 23,445 | | |

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

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

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

The sale included all assets and liabilities of the business other than our proprietary technology platform.

| Receivables Securitization Facility (1) | | | | | | 5.23 | | % | | | | 6.25 | | % | | | | November 2025 | | | | | | 446,792 | | | | | | 499,542 | | |

The company remains indefinitely reinvested related to other taxable differences that may exist with regard to these subsidiaries.

As rules for more jurisdictions will become effective in 2025, we will continue to evaluate the impact of enacted and pending legislation to Pillar Two Model Rules in the tax jurisdictions we operate in.

We are not aware of any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly increase or decrease in the next 12 months.

The total liability for unrecognized tax benefits is expected to decrease by approximately $1.1 million in the next 12 months due to lapsing of statutes.

| Tax credit carryforward | | | — | | | | | | 14,485 | | |

| Intangible assets | | | (868) | | | | | | (25,773) | | |

| Other | | | (6,910) | | | | | | (8,649) | | |

Upon approval of the Plan, no new awards may be made under our 2013 Equity Incentive Plan.

| Outstanding as of December 31, 2023 | | | 4,790,897 | | | | | | $ | 78.83 | | | | | $ | 39,138 | | | | | 4.3 | | |

| Exercised | | | (1,290,683) | | | | | | 76.13 | | | | | | | | | | | | | | |

| Forfeitures | | | (8,216) | | | | | | 79.10 | | | | | | | | | | | | | | |

| Vested as of December 31, 2024 | | | 3,491,998 | | | | | | $ | 79.83 | | | | | | | | | | | 3.6 | | |

| Exercisable as of December 31, 2024 | | | 3,491,998 | | | | | | $ | 79.83 | | | | | | | | | | | 3.6 | | |

| 2022 | | | 43,353 | | |

| Unvested as of December 31, 2023 | | | 572,327 | | | | | | $ | 86.69 | |

We maintain disclosure controls and procedures as defined in Rules [removed: 13a-15(e)] [added: 13a–15(e)] and [removed: 15d-15(e)] [added: 15d–15(e)] under the Securities Exchange Act of 1934 (“Exchange Act”) that are designed to provide reasonable assurance information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

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: 2024.][added: 2025.]

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: 2024.][added: 2025.]

There were no changes in our internal control over financial reporting (as defined in Rules [removed: 13a-15(f)] [added: 13a–15(f)] and [removed: 15d-15(f)] [added: 15d–15(f)] under the Exchange Act) that occurred during the three months ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules [removed: 13a-15(f)] [added: 13a–15(f)] and [removed: 15d-15(f)] [added: 15d–15(f)] under the Exchange Act.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] and has issued a report that is included in Item 8 of this Annual Report on Form 10-K.

[removed: During the three months ended December 31, 2024,] [added: Except as follows,] 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 [removed: S-K.][added: S-K during the three months ended December 31, 2025.]

On November 3, 2025, Michael Castagnetto, our President of North American Surface Transportation, adopted a prearranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act, for the sale of shares of our common stock.

Mr. Castagnetto’s Rule 10b5-1 plan was entered into during an open trading window according to the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

Mr. Castagnetto’s Rule 10b5-1 plan provides for the potential sale of up to 13,576 shares of our common stock, so long as the market price of our common stock is higher than the certain minimum threshold prices specified in Mr. Castagnetto’s Rule 10b5-1 plan, between February 2, 2026 and February 17, 2026.

The following table summarizes share and exercise price information about our equity compensation plans as of December 31, [removed: 2024:][added: 2025:]

| Equity compensation plans [added: not] approved by security holders | | | | | | [removed: 7,204,664] [added: 48,789] | | | [removed: (2)] [added: (4)] | | | [removed: $] [added: —] | [removed: 79.83] | | [removed: (3)] | | | [removed: 3,328,769] [added: —] | | |

| Equity compensation plans [removed: not] approved by security holders | | | | | | [removed: 159,912] [added: 4,714,660] | | | [removed: (4)] [added: (2)] | | | [removed: —] [added: $] | [added: 79.84] | | [added: (3)] | | | [removed: —] [added: 6,449,679] | | |

(1) Includes [removed: 1,649,993] [added: 1,473,425] shares available for issuance under our Employee Stock Purchase Plan and [removed: 1,678,776] [added: 4,976,254] shares that may become subject to future awards in the form of stock options, restricted stock units, performance [removed: shares] [added: shares,] and performance-based restricted stock units under the Plan.

[removed: (2)Represents 3,491,998] [added: (2) Represents 1,687,918] shares issuable upon exercise of outstanding stock options, [removed: 2,322,611] [added: 1,600,399] vested and [removed: 654,059] [added: 625,642] unvested restricted stock units, and [removed: 161,608] [added: 221,836] vested and [removed: 574,388] [added: 578,865] unvested performance stock units that will vest if target levels are achieved.

[removed: (3)Represents] [added: (3) Represents] weighted average exercise price of outstanding stock options.

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

As of December 31, [removed: 2024, 68,896] [added: 2025, 25,641] restricted stock units remained unvested and outstanding, and [removed: 23,147] [added: 54,348] vested and [removed: 67,869] [added: 23,148] unvested performance stock units that will vest if target levels are achieved.

| Total | | | | | | 4,763,449 | | | | | | $ | 79.84 | | | | | 6,449,679 | | |

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

(1)The Company’s [removed: 2024] [added: 2025] Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8.

| [removed: Number] | | | [added: Number] | | | Description | | | [removed: | | |]

| [removed: 3.1] | | | [added: 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, 2012)](https://www.sec.gov/Archives/edgar/data/1043277/000119312512233730/d353095dex31.htm) | | | [removed: | | |]

| [removed: 3.2] | | | [added: 3.2] | | | [Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 23, 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/arbylawsnov172022.htm) | | | [removed: | | |]

| [removed: 4.1] | | | [added: 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, 2020)](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/chrw-descriptionofcapi.htm) | | | [removed: | | |]

| [removed: 4.2] | | | [added: 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, 2018)](https://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex41.htm) | | | [removed: | | |]

| [removed: 4.3] | | | [added: 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, 2018)](https://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex42.htm) | | | [removed: | | |]

| [removed: 4.4] | | | [added: 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, 2018)](https://www.sec.gov/Archives/edgar/data/1043277/000119312518114278/d553726dex42.htm) | | | [removed: | | |]

| [removed: †10.1] | | | [added: †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, 2006)](https://www.sec.gov/Archives/edgar/data/1043277/000119312506074936/ddef14a.htm) | | | [removed: | | |]

| [removed: †10.2] | | | [added: †10.2] | | | [Amended [removed: and restated] [added: and](https://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm) [R](https://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm)[estated] 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, 2019)](https://www.sec.gov/Archives/edgar/data/1043277/000114036119005961/s002733x1_def14a.htm) | | | [removed: | | |]

| [removed: †10.3] | | | [added: †10.3] | | | [C.H. Robinson Worldwide Inc., [added: Amended and Restated] 2022 Equity Incentive Plan, effective May [removed: 5, 2022] [added: 8, 2025] (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March [removed: 22, 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000014/chrw-03312022xdef14a.htm) | | |] [added: 25, 2025)](https://www.sec.gov/Archives/edgar/data/1043277/000104327725000014/chrw-20250324.htm)] | | |

| [removed: 10.4] | | | [added: 10.4] | | | [Credit [removed: Agreement Dated] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000027/chrobinson_short-termrevol.htm) [d](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000027/chrobinson_short-termrevol.htm)[ated] 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, 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000027/chrobinson_short-termrevol.htm) | | | [removed: | | |]

| [removed: 10.5] | | | [added: 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, 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/exhibit101-amendmenttocred.htm) | | | [removed: | | |]

| [removed: 10.6] | | | [added: 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, 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000052/exhibit102-amendmenttonpa.htm) | | | [removed: | | |]

| [removed: 10.7] | | | [added: †10.15] | | | [Form of C.H. Robinson Executive Separation and Change in Control Plan and Summary Plan Description For Eligible U.S. Employees (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 10-Q filed on August 2, 2024)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000042/exhibit101.htm) | | | [removed: | | |]

| [removed: 10.8] | | | [added: 10.7] | | | [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, 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa-chrobinsonxreceivable.htm) | | | [removed: | | |]

| [removed: 10.9] | | | [added: 10.8] | | | [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, 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000032/amendmentno2torpa.htm) | | | [removed: | | |]

| [removed: 10.10] | | | [added: 10.9] | | | [Third Amendment to the Receivables Purchase Agreement, dated 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 November 7, 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000038/bofa_chrobinson-amendmentn.htm) | | | [removed: | | |]

| [removed: 10.11] | | | [added: 10.10] | | | [Receivables Sale Agreement, dated November 19, 2021, by and among C.H. Robinson, Company Inc., and the other originators from time to time party thereto, C.H. Robinson Receivables, LLC, and C.H. Robinson Worldwide, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on November 23, 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-receivable.htm) | | | [removed: | | |]

| [removed: 10.12] | | | [added: 10.11] | | | [First Amendment to the Receivables Sale Agreement, dated July 7, 2022 by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the originators party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on July 12, 2022)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000032/amendmentno1torsa.htm) | | | [removed: | | |]

| [removed: 10.13] | | | [added: 10.12] | | | [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, 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327721000034/bofa_chrobinson-performanc.htm) | | | [removed: | | |]

| [removed: 10.14] | | | [added: 10.13] | | | [Fourth Amendment to the Receivables Purchase Agreement, dated October 14, 2024, 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 agents (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report filed on November 1, 2024)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000051/arsamendment4.htm) | | | [removed: | | |]

| [removed: †10.15] | | | [added: †10.16*] | | | [C.H. Robinson Worldwide, [removed: Inc., 2015] [added: Inc.,](https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/exhibit1016.htm) [Amended](https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/exhibit1016.htm) [2015] Non-Equity Incentive [removed: Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, 2015)](https://www.sec.gov/Archives/edgar/data/1043277/000119312515108590/d849590ddef14a.htm) | | |] [added: Plan](https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/exhibit1016.htm)] | | |

| [removed: †10.16] | | | [added: †10.22] | | | [Form of [removed: Incentive] [added: Restricted] Stock [removed: Option (Time-Based U.S.)] [added: Unit Award] Agreement [added: - U.S. Senior Leaders] (incorporated by reference to Exhibit 10.24 [removed: of] [added: to] the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2015)](https://www.sec.gov/Archives/edgar/data/1043277/000104327716000020/exhibit1024.htm) | | |] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderstimersus.htm)] | | |

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

| [removed: †10.18] | | | [added: †10.23] | | | [Form of [removed: Incentive] [added: Performance] Stock [removed: Option] [added: Unit] Award [added: (EPS)] Agreement [added: - 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: 2019)](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/a2020incentivestockoptio.htm) | | |] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsuseps.htm)] | | |

| [removed: †10.19] | | | [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 [removed: 10-K for] [added: 10-K](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/exhibit97.htm) [for] the year ended December 31, [removed: 2019)](https://www.sec.gov/Archives/edgar/data/1043277/000104327720000016/keyemployeeagreement2019.htm) | | |] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/exhibit97.htm)] | | |

| [removed: †10.20] | | | [added: †10.19] | | | [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, 2020)](https://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021rsuawardagreement-uss.htm) | | | [removed: | | |]

| [removed: †10.21] | | | [added: †10.20] | | | [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, 2020)](https://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuepsawardagreement-.htm) | | | [removed: | | |]

| [removed: †10.22] | | | [added: †10.21] | | | [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, 2020)](https://www.sec.gov/Archives/edgar/data/0001043277/000104327721000009/a2021psuagpawardagreement-.htm) | | | [removed: | | |]

| [removed: †10.23] | | | [added: †10.24] | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Award [added: (AGP)] Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit [removed: 10.24] [added: 10.26] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderstimersus.htm) | | |] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsusagp.htm)] | | |

| [removed: †10.24] | | | [added: †10.31] | | | [Form [removed: of Performance] [added: of](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [2024 Restricted] Stock Unit Award [removed: (EPS)] Agreement [removed: - U.S.] [added: -](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) [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)](https://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: †10.25] | | | [added: †10.26] | | | [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)](https://www.sec.gov/Archives/edgar/data/1043277/000104327722000006/a2022srleaderspsusagp.htm) | | |] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023performancestockunita.htm)] | | |

| [removed: †10.26] | | | [added: †10.25] | | | [Form of 2023 Retention Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K filed on January 3, 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000119312523000266/d436281dex102.htm) | | | [removed: | | |]

| [removed: †10.27] | | | [added: †10.27] | | | [Form of 2023 [removed: Performance] [added: Restricted] Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023performancestockunita.htm) | | |] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023restrictedstockunitaw.htm)] | | |

| [removed: †10.28] | | | [added: †10.28] | | | [Form of 2023 [added: Non-Employee Director] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023restrictedstockunitaw.htm) | | |] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023non-employeedirectorr.htm)] | | |

| [removed: †10.29] | | | [added: †10.32] | | | [Form of [removed: 2023] [added: 2024] Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.6 in] [added: 10.38 to] the Company’s [removed: Quarterly] [added: Annual] Report on [removed: Form 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327723000016/a2023non-employeedirectorr.htm) | | |] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024non-employeedirectorr.htm)] | | |

| [removed: †10.30] | | | [added: †10.29] | | | [Employment offer letter agreement with David Bozeman dated June 4, 2023, including forms of equity award agreements (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 6, 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000119312523161232/d504423dex101.htm) | | | [removed: | | |]

| [removed: †10.31] | | | [added: †10.30] | | | [Form [removed: of Performance] [added: of](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024psusltceous.htm) [Performance] Stock Unit Award Agreement - Senior Leadership Team and Chief Executive 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) | | | [removed: | | |]

| [removed: †10.34] | | | [added: †10.33] | | | [Employment offer letter agreement with Damon [removed: Lee](https://www.sec.gov/ix?doc=/Archives/edgar/data/1043277/000104327724000030/chrw-20240604.htm) [fully] [added: Lee fully] executed June [removed: 4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1043277/000104327724000030/chrw-20240604.htm)[,] [added: 4,] 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on [removed: 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) | | |] [added: June 6, 2024)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000030/exhibit101june62024.htm)] | | |

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| | | | 10.14 | | | [Fifth Amendment to the Receivables Purchase Agreement, dated August 12, 2025 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 in the Company’s Current Report on Form 8-K filed on August 12, 2025)](https://www.sec.gov/Archives/edgar/data/1043277/000104327725000044/bofa-chrobinsonxamendmen.htm) | | |

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| | | | †10.18* | | | [Form of Key Employee Agreement](https://www.sec.gov/Archives/edgar/data/1043277/000104327726000009/keyemployeeagreement2023.htm) | | |

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| †10.32 | | | | | | [Form of 2024 Restricted Stock Unit Award Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on 10-K filed on February 16, 2024)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/a2024rsuseniorleaderus.htm) | | | | | |

| †10.33 | | | | | | [Form of 2024 Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on 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 December 31, 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) | | | | | |

| 97 | | | | | | [Compensation Recovery Policy (incorporated by reference to Exhibit 97 in the Company's Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/1043277/000104327724000011/exhibit97.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: 14, 2025.][added: 13, 2026.]

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: 14, 2025.][added: 13, 2026.]

| Edward G. Feitzinger | | | | | | | | |

| *By: | | | | | | */s/ Dorothy G. Capers* | | |

| | | | | | | Dorothy G. Capers | | |

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

| | | | | | | | | |

| * | | | | | | Director | | |

| James J. Barber, Jr. | | | | | | | | |

| Henry J. Maier | | | | | | | | |

| Henry W. Winship | | | | | | | | |

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

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

| | | | | | | Attorney-in-Fact | | |