C.H. Robinson (CHRW) awards 992 restricted stock units to director

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Goodburn Mark A. reported acquisition or exercise transactions in this Form 4 filing.

C. H. Robinson Worldwide director Mark A. Goodburn received 992 phantom stock units, reported as restricted stock units that will each be paid in one share of common stock. These units represent his annual equity-based award as a non-employee director.

The restricted stock units are immediately vested but will only be paid in shares of common stock after he leaves the board, according to a payout schedule he has already chosen. Following these updates, he holds 2,280 shares of common stock directly and 13,751 phantom stock units tied to common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Goodburn Mark A.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock (Restricted Stock Units)	992	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock (Restricted Stock Units) — 13,751 shares (Direct, null); Common Stock — 2,280 shares (Direct, null)

Footnotes (1)

Each phantom share/restricted stock unit will be paid in one share of common stock. Reflects restricted stock units granted as the annual equity-based award provided to each non-employee director. 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.

Key Figures

RSUs granted: 992 units RSU balance after grant: 13,751 units Common shares held: 2,280 shares +2 more

5 metrics

RSUs granted 992 units Phantom Stock (Restricted Stock Units) granted to director

RSU balance after grant 13,751 units Total phantom stock units following transaction

Common shares held 2,280 shares Direct common stock holdings after reported update

RSU grant price $0.0000 per unit Equity-based compensation grant with no cash exercise price

Underlying common stock 992 shares Common stock underlying newly granted phantom stock units

Key Terms

Phantom Stock (Restricted Stock Units), restricted stock units, annual equity-based award, immediately vested, +1 more

5 terms

Phantom Stock (Restricted Stock Units) financial

"Phantom Stock (Restricted Stock Units)"

restricted stock units financial

"Reflects restricted stock units granted as the annual equity-based award"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

annual equity-based award financial

"granted as the annual equity-based award provided to each non-employee director"

immediately vested financial

"The restricted stock units are immediately vested, and following the reporting person's termination"

termination of service as a director financial

"following the reporting person's termination of service as a director, become payable"

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 05:10 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goodburn Mark A.

(Last)

(First)

(Middle)

14701 CHARLSON ROAD

(Street)

EDEN PRAIRIE

MINNESOTA

55347

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,280	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock (Restricted Stock Units)	⁽¹⁾	05/07/2026		A		992⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	992	$0	13,751	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 as the annual equity-based award provided to each non-employee director.

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 Mark A. Goodburn	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did C. H. Robinson (CHRW) report for director Mark A. Goodburn on this Form 4?

The filing shows Mark A. Goodburn received 992 phantom stock units as restricted stock units. Each unit is payable in one share of common stock, reflecting his annual equity-based compensation as a non-employee director.

How many restricted stock units did CHRW director Mark A. Goodburn receive?

Mark A. Goodburn received 992 restricted stock units, reported as phantom stock. Each unit will convert into one share of C. H. Robinson common stock under the company’s director compensation arrangements.

When do Mark A. Goodburn’s CHRW restricted stock units become payable?

The restricted stock units are immediately vested but become payable after his termination of service as a director. They are then delivered in common shares based on a distribution schedule he previously chose.

How many C. H. Robinson shares does Mark A. Goodburn hold after this Form 4?

After the reported transactions, Mark A. Goodburn holds 2,280 shares of C. H. Robinson common stock directly. He also holds 13,751 phantom stock units, which are tied to future delivery of common shares.

What is phantom stock in the context of CHRW’s director compensation?

Phantom stock here represents restricted stock units where each phantom share equals one common share upon payout. It provides equity-based compensation to directors without immediate share issuance, aligning their interests with shareholders over time.