[Form 4] C. H. ROBINSON WORLDWIDE, INC. Insider Trading Activity

Rhea-AI Filing Summary

Timothy C. Gokey, a director of C. H. Robinson Worldwide, Inc. (CHRW), reported a non-derivative acquisition on 09/30/2025 of 256 phantom shares/restricted stock units that will be paid one-for-one in common stock. The RSUs were granted because he elected to defer his most recent quarterly cash retainer and are described as immediately vested. Following the reported award, Mr. Gokey beneficially owns 25,413 shares of common stock directly. The RSUs become payable in shares according to the payout schedule he previously selected after he ends service as a director. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• 256 RSUs granted reflecting a compensation deferral into equity
• RSUs are immediately vested, providing clear ownership rights
• Post-transaction ownership of 25,413 shares increases disclosed insider alignment with shareholders

Negative

• None.

Insights

Compensation Analyst

Director deferred cash retainer into 256 RSUs, immediately vested.

This filing shows Mr. Gokey elected to convert a quarterly cash retainer into 256 restricted stock units on 09/30/2025. The RSUs are described as immediately vested and will be paid one share per unit at the payout dates he previously selected after termination of service.

That structure aligns a director's cash compensation with equity by converting cash into company stock and preserves his existing direct ownership of 25,413 shares.

Corporate Governance Expert

Transaction is routine director compensation deferral; no new restrictions disclosed.

The Form 4 discloses a standard election to defer a cash retainer into phantom stock/RSUs; the units vest immediately but payout timing follows a previously chosen schedule. The report lists the transaction and the post-transaction direct ownership of 25,413 shares, providing transparency on insider holdings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gokey Timothy C

(Last) (First) (Middle)

14701 CHARLSON ROAD

(Street)

EDEN PRAIRIE MN 55347

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
C. H. ROBINSON WORLDWIDE, INC. [ CHRW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock (Restricted Stock Units)	(1)	09/30/2025		A		256(2)		(3)	(3)	Common Stock	256	$132.4	25,413	D

Explanation of Responses:

1. Each phantom share/restricted stock unit will be paid in one share of common stock.

2. Reflects restricted stock units granted in connection with the reporting person's election to defer receipt of his most recently quarterly cash retainer payment.

3. The restricted stock units are immediately vested, and following the reporting person's termination of service as a director, become payable in shares of common stock according to the schedule previously chosen by the reporting person.

	/s/ Nicole Strydom, Attorney-in-Fact for Timothy C. Gokey	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CHRW director Timothy C. Gokey report on Form 4 (CHRW)?

Mr. Gokey reported acquiring 256 phantom shares/restricted stock units on 09/30/2025, which are immediately vested and payable one-for-one in common stock.

Why were the 256 RSUs granted to Timothy Gokey?

The RSUs reflect Mr. Gokey's election to defer receipt of his most recent quarterly cash retainer into restricted stock units.

How many CHRW shares does Timothy Gokey own after this transaction?

Following the reported transaction, Mr. Gokey beneficially owns 25,413 shares of common stock directly.

When will the deferred RSUs be paid out to Mr. Gokey?

The RSUs are payable in shares according to the payout schedule previously chosen by Mr. Gokey after his termination of service as a director; specific payout dates are not disclosed in this Form 4.

Was the Form 4 signed and when was it filed?

The filing shows a signature by an attorney-in-fact on 10/02/2025 and reports the earliest transaction date as 09/30/2025.

Do the RSUs convert to common stock one-for-one?

Yes, the Form 4 states each phantom share/restricted stock unit will be paid in one share of common stock.