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C.H. Robinson (CHRW) CLO has 1,204 shares withheld for tax

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

Rhea-AI Filing Summary

C. H. Robinson Worldwide, Inc. reported that Chief Legal Officer Dorothy Trefon Capers had 1,204 shares of common stock withheld by the company at $161.24 per share to cover tax obligations when restricted stock units vested. This was a tax-withholding disposition, not an open-market trade. After this event, she held 19,360 shares in total, including 15,381 shares issuable upon settlement of restricted stock units and 3,979 shares held directly.

Positive

  • None.

Negative

  • None.
Insider Capers Dorothy Trefon
Role Chief Legal Officer
Type Security Shares Price Value
Tax Withholding Common Stock 1,204 $161.24 $194K
Holdings After Transaction: Common Stock — 19,360 shares (Direct, null)
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 15,381 shares of Issuer common stock issuable in settlement of an equal number of restricted stock units and 3,979 shares held directly by the reporting person.
Shares withheld for tax 1,204 shares Withheld to satisfy tax withholding obligation on RSU vesting
Withholding price $161.24 per share Value of common stock used for tax withholding
Post-transaction holdings 19,360 shares Total shares owned following tax-withholding disposition
RSUs included in holdings 15,381 shares Shares issuable upon settlement of restricted stock units
Directly held shares 3,979 shares Common stock held directly by the reporting person
restricted stock units financial
"upon the vesting of restricted stock units"
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.
tax withholding obligation financial
"to satisfy the reporting person's tax withholding obligation"
withheld by the issuer financial
"Consists of shares withheld by the issuer to satisfy"
Form 4 regulatory
"INSIDER FILING DATA (Form 4):"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
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*
Capers Dorothy Trefon
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		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 Stock05/05/2026F1,204(1)D$161.2419,360(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 15,381 shares of Issuer common stock issuable in settlement of an equal number of restricted stock units and 3,979 shares held directly by the reporting person.
/s/ Nicole Strydom, Attorney-in-Fact for Dorothy G. Capers05/07/2026
** 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

Was the CHRW insider transaction a market sale of shares?

No, it was not a market sale. The 1,204 C.H. Robinson shares were withheld by the issuer to pay tax obligations tied to vesting restricted stock units, a routine administrative transaction instead of a discretionary sale into the market.

How many CHRW shares were withheld for taxes from the CLO’s award?

A total of 1,204 C.H. Robinson common shares were withheld. The issuer used these shares, valued at $161.24 per share, to satisfy Dorothy Trefon Capers’ tax withholding obligation when her restricted stock units vested.

What does it mean that CHRW shares were withheld to satisfy tax withholding obligations?

It means the company used shares instead of cash to cover taxes due on vesting stock units. C.H. Robinson retained 1,204 shares from the award to pay the associated tax liability, leaving the executive with the remaining vested equity position.