CH Robinson (CHRW) executive reports tax-withholding share disposition

Rhea-AI Filing Summary

C. H. Robinson Worldwide executive Michael D. Castagnetto reported a tax-related share disposition tied to equity compensation. On the vesting of restricted stock units, 3,009 shares of common stock were withheld by the company at a price of $176.01 per share to satisfy his tax withholding obligation.

After this tax-withholding disposition, Castagnetto’s reported holdings total 32,479.388 shares of common stock. This includes 23,815 shares issuable from restricted stock units and deferred shares in his NQDC Plan account and 8,664.388 shares held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Castagnetto Michael D.

Role Pres, NAST

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,009	$176.01	$530K

Holdings After Transaction: Common Stock — 32,479.388 shares (Direct)

Footnotes (1)

1. Consists of shares withheld by the issuer to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units. Included in this amount are 23,815 shares of Issuer common stock issuable in settlement of an equal number of restricted stock units and deferred shares credited to the reporting person's NQDC Plan account and 8,664.388 shares held directly by the reporting person.

Form 4 Insider Transactions: What Each Field Means →

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

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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).

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^*

Castagnetto Michael D.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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
Common Stock	02/17/2026		F		3,009(1)	D	$176.01	32,479.388(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of shares withheld by the issuer to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units.

2. Included in this amount are 23,815 shares of Issuer common stock issuable in settlement of an equal number of restricted stock units and deferred shares credited to the reporting person's NQDC Plan account and 8,664.388 shares held directly by the reporting person.

	/s/ Nicole Strydom, Attorney-in-Fact for Angela K. Freeman	02/19/2026
	** 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.

FAQ

What insider transaction did Michael D. Castagnetto report at CHRW?

Michael D. Castagnetto reported a tax-withholding disposition of shares at C. H. Robinson Worldwide. The company withheld 3,009 common shares upon vesting of restricted stock units to cover his tax obligations, rather than him selling shares in the open market.

How many CHRW shares were withheld for Michael D. Castagnetto’s taxes?

A total of 3,009 CHRW common shares were withheld to satisfy Michael D. Castagnetto’s tax obligations. The withholding occurred upon the vesting of restricted stock units and was priced at $176.01 per share according to the reported transaction details.

What is Michael D. Castagnetto’s CHRW share ownership after the reported transaction?

After the reported transaction, Michael D. Castagnetto holds 32,479.388 CHRW common shares. This includes 23,815 shares issuable from restricted stock units and deferred shares in his NQDC Plan, plus 8,664.388 shares held directly in his name.

Was Michael D. Castagnetto’s CHRW transaction an open-market sale?

The reported transaction was not an open-market sale. It was a tax-withholding disposition, where 3,009 CHRW shares were withheld by the issuer upon vesting of restricted stock units to satisfy his tax withholding obligation, as described in the filing footnotes.

What does the Form 4 tax-withholding disposition mean for CHRW shareholders?

The Form 4 shows a routine tax-withholding disposition related to equity compensation at CHRW. Shares were withheld to pay Michael D. Castagnetto’s tax liability on vesting, a common administrative event that does not represent a discretionary insider share sale in the market.