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Director Michael H. McGarry gets 992 RSUs at C. H. Robinson (CHRW) in annual award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MCGARRY MICHAEL H reported acquisition or exercise transactions in this Form 4 filing.

C. H. Robinson Worldwide director Michael H. McGarry reported updated holdings and a new equity award. A holding entry shows he directly owns 5 shares of common stock, reflecting shares that had been inadvertently omitted from prior filings. He also received 992 phantom stock restricted stock units as his annual equity-based award for non-employee directors. These units are immediately vested and each unit will be paid in one share of common stock, bringing his total phantom stock/restricted stock unit balance to 4,467 units. The units become payable in common stock after he leaves the board, according to a payout schedule he previously chose.

Positive

  • None.

Negative

  • None.
Insider MCGARRY MICHAEL H
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) — 4,467 shares (Direct, null); Common Stock — 5 shares (Direct, null)
Footnotes (1)
  1. This reflects shares inadvertently omitted from the reporting person's prior filings. 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.
Common stock holdings 5 shares Total shares of common stock held directly after transactions
New RSU grant 992 units Phantom stock (restricted stock units) granted as annual equity-based award
Total RSU balance 4,467 units Total phantom stock/restricted stock units held after the grant
RSU-to-stock ratio 1 unit : 1 share Each phantom share/restricted stock unit will be paid in one share of common stock
Phantom Stock (Restricted Stock Units) financial
"security_title: "Phantom Stock (Restricted Stock Units)""
annual equity-based award financial
"Reflects restricted stock units granted as the annual equity-based award provided"
non-employee director financial
"annual equity-based award provided to each non-employee director"
restricted stock units financial
"The restricted stock units are immediately vested, and following the reporting person's termination"
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.
phantom share financial
"Each phantom share/restricted stock unit will be paid in one share of common stock."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
MCGARRY MICHAEL H
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock5(1)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock (Restricted Stock Units)(2)05/07/2026A992(3) (4) (4)Common Stock992$04,467D
Explanation of Responses:
1. This reflects shares inadvertently omitted from the reporting person's prior filings.
2. Each phantom share/restricted stock unit will be paid in one share of common stock.
3. Reflects restricted stock units granted as the annual equity-based award provided to each non-employee director.
4. 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 Michael H. McGarry05/11/2026
** Signature of Reporting PersonDate
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 insider activity did CHRW director Michael H. McGarry report on this Form 4?

Michael H. McGarry reported a routine equity award and updated holdings. He received 992 phantom stock restricted stock units and now holds 5 shares of common stock directly, clarifying shares that were inadvertently omitted from earlier filings.

How many restricted stock units did CHRW grant to director Michael H. McGarry?

C. H. Robinson Worldwide granted Michael H. McGarry 992 phantom stock restricted stock units. The filing states this represents the annual equity-based award provided to each non-employee director, immediately vested and linked one-for-one to future common stock delivery.

What are Michael H. McGarry’s CHRW holdings after the reported transactions?

After the reported transactions, Michael H. McGarry directly holds 5 shares of CHRW common stock and 4,467 phantom stock/restricted stock units. Each phantom unit is payable in one share of common stock following his termination of service as a director.

How do the CHRW phantom stock restricted stock units for Michael H. McGarry vest and pay out?

The restricted stock units are immediately vested on grant. According to the filing, they become payable in shares of common stock after McGarry’s termination of service as a director, following a payout schedule he previously selected.

Is the equity award to CHRW director Michael H. McGarry part of a standard compensation program?

Yes. The filing explains the 992 restricted stock units reflect the annual equity-based award provided to each non-employee director. This indicates the grant is part of C. H. Robinson Worldwide’s standard director compensation program rather than a one-time special award.