[8-K] C.H. Robinson Worldwide, Inc. Reports Material Event

Rhea-AI Filing Summary

C.H. Robinson amended its receivables purchase agreement to extend the securitization facility's termination date to August 12, 2027, while the committed funding available to its bankruptcy-remote subsidiary, C.H. Robinson Receivables, LLC, remains unchanged at $500 million. This amendment preserves the company's existing receivables financing capacity and maintains an off-balance-sheet funding source used to support working capital and payments to freight carriers.

The report also supplements a prior disclosure that Edward G. Feitzinger was elected to the board and will receive the company’s standard non-employee director compensation per the 2025 proxy; committee assignments are not yet determined. The amendment is filed as Exhibit 10.1.

Positive

• Facility termination extended to August 12, 2027, maintaining continuity of the receivables securitization program
• Committed funding remains at $500 million, preserving existing liquidity and receivables financing capacity
• Board expanded with Edward G. Feitzinger, who will receive standard non-employee director compensation per the 2025 proxy

Negative

• None.

Insights

Financial Analyst

TL;DR Extension of receivables facility preserves access to a $500M committed funding line through 2027, supporting liquidity and receivables financing.

The Fifth Amendment extends the termination date of the receivables purchase agreement to August 12, 2027 without reducing the committed capacity of $500 million. For investors, that means the company retains the same secured funding backstop for receivables through the extended term, which helps manage cash conversion cycles and counterparty payments tied to freight operations. The amendment appears to be a rollover of existing terms rather than a material expansion or contraction of capacity.

Corporate Governance Expert

TL;DR Board addition is routine: Edward G. Feitzinger was elected and will receive standard director pay; committee roles are pending.

The 8-K supplements a prior filing to confirm Mr. Feitzinger's election to the board and states his compensation will follow the company’s published non-employee director arrangements in the 2025 proxy. The disclosure is procedural and consistent with normal board composition updates; no committee appointments or special compensatory arrangements were disclosed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 12, 2025

(Date of earliest event reported)

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-23189

Delaware

41-1883630

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

14701 Charlson Road

Eden Prairie, Minnesota 55347

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 952-937-8500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.10 par value			CHRW			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01    Entry into a Material Definitive Agreement.

On August 12, 2025, C.H. Robinson Worldwide, Inc. (the “Company”) entered into an amendment (the “RPA Amendment”) to its existing Receivables Purchase Agreement dated as of November 19, 2021, as amended February 1, 2022, July 7, 2022, November 7, 2023 and October 14, 2024 (the “RPA”), among the Company, as initial master servicer and performance guarantor, C.H. Robinson Receivables, LLC, a wholly-owned subsidiary of the Company and bankruptcy-remote entity (“CHRR”), as seller, Bank of America, N.A. (“BoA”) and Wells Fargo Bank, National Association (“Wells Fargo”), as committed purchasers, BofA and Wells Fargo, as purchaser agents, and BofA, as administrative agent, which provides a receivables securitization facility (the “Facility”). The RPA Amendment primarily extends the termination date of the facility to August 12, 2027. The committed funding available to CHRR under the Facility remains unchanged at $500 million.

The foregoing description of the RPA Amendment is qualified in its entirety by reference to the full text of the RPA Amendment filed as Exhibit 10.1 hereto.

Item 2.03    Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in a Form 8-K filed on August 7, 2025 (the “Prior 8-K”), Edward G. Feitzinger was elected to the Company’s board of directors, effective that day. Mr. Feitzinger will receive the compensation the Company provides to its non-employee directors as described under “Compensation of Directors” in the Company’s definitive proxy statement for its 2025 annual meeting of shareholders, which was filed on March 25, 2025. The Board of Directors has not yet determined any committee appointments for Mr. Feitzinger. The information disclosed under this Item 5.02 supplements the information disclosed in the Prior 8-K.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Number			Description
10.1			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.
104			The cover page from the Current Report on Form 8-K formatted in Inline XBRL

        

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2025

						C.H. ROBINSON WORLDWIDE, INC.
						By:			/s/ Dorothy G. Capers
									Dorothy G. Capers
									Chief Legal Officer and Secretary

FAQ

What did CHRW disclose in this 8-K?

The company disclosed a Fifth Amendment to its Receivables Purchase Agreement extending the facility termination to August 12, 2027 and confirmed the election of Edward G. Feitzinger to the board.

Did the committed funding under the receivables facility change for CHRW?

No. The committed funding available to C.H. Robinson Receivables, LLC remains $500 million.

How does the amendment affect the securitization facility's term?

The amendment extends the termination date of the Facility to August 12, 2027.

Who was elected to the C.H. Robinson board and what compensation will they receive?

Edward G. Feitzinger was elected and will receive the compensation provided to non-employee directors as described in the company’s 2025 proxy.

Where can I find the full amendment document?

The full Fifth Amendment is filed as Exhibit 10.1 to the Current Report.