CH Robinson (NASDAQ: CHRW) president receives 6,745 stock-based awards

Rhea-AI Filing Summary

C.H. Robinson Worldwide president Michael D. Castagnetto reported equity awards in company stock. On February 4, 2026, he acquired 4,940 shares of common stock as restricted stock units at $0 per share, vesting ratably from January 1, 2026 through December 31, 2028.

On the same date, he acquired an additional 1,805 shares through performance-based restricted stock units that vested and were credited to his NQDC Plan, to be settled 1-for-1 in common stock. Following these transactions, he beneficially owned 34,894 shares directly, including 32,152 shares issuable from restricted stock units and deferred shares and 2,742 shares held as common stock.

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).

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)
02/04/2026

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	02/04/2026		A		4,940(1)	A	$0	33,089	D
Common Stock	02/04/2026		A		1,805(2)	A	$0	34,894(3)	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. Restricted stock units vest ratably over a three year period between January 1, 2026 and December 31, 2028.

2. Represents performance-based restricted stock units that vested on February 4, 2026, have been credited to the reporting person's account in the Issuer's NQDC Plan and will be settled on a 1 for 1 basis in shares of the Issuer's common stock.

3. Included in this amount are 32,152 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 2,742 shares held directly by the reporting person.

	/s/ Nicole Strydom, Attorney-in-Fact for Michael D. Castagnetto	02/06/2026
	** 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).
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FAQ

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

Michael D. Castagnetto reported acquiring company equity awards rather than selling shares. He received restricted stock units and performance-based units that convert into common stock, increasing his beneficial ownership in C.H. Robinson Worldwide without any cash purchase price.

How many CHRW shares did Michael D. Castagnetto acquire on February 4, 2026?

He acquired 4,940 shares through time-based restricted stock units and 1,805 shares through performance-based restricted stock units. Together, these equity awards added 6,745 shares to his beneficial interest in C.H. Robinson Worldwide common stock as of that date.

What are the vesting terms of Michael D. Castagnetto’s new CHRW restricted stock units?

The 4,940 restricted stock units vest ratably over three years between January 1, 2026 and December 31, 2028. This means portions of the award become earned over time, aligning his compensation with longer-term C.H. Robinson Worldwide performance.

How are Michael D. Castagnetto’s performance-based CHRW units settled?

The 1,805 performance-based restricted stock units that vested on February 4, 2026 were credited to his NQDC Plan. They will be settled on a one-for-one basis in shares of C.H. Robinson Worldwide common stock, directly linking payout to the company’s equity.

What is Michael D. Castagnetto’s total CHRW beneficial ownership after these awards?

After the reported transactions, he beneficially owned 34,894 shares of C.H. Robinson Worldwide common stock. This includes 32,152 shares issuable from restricted stock units and deferred shares, plus 2,742 shares held directly as common stock in his name.

Did Michael D. Castagnetto pay cash for the CHRW shares reported on Form 4?

No cash outlay was reported for these awards. Both the 4,940 restricted stock units and 1,805 performance-based restricted stock units were acquired at a reported price of $0 per share, reflecting equity compensation rather than an open-market purchase.