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  4. [Form 4] C. H. ROBINSON WORLDWIDE, INC. Insider Trading Activity

C. H. Robinson (NASDAQ: CHRW) director granted 992 restricted stock units

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

Rhea-AI Filing Summary

Gokey Timothy C reported acquisition or exercise transactions in this Form 4 filing.

C. H. Robinson Worldwide, Inc. director Timothy C. Gokey received a grant of 992 phantom stock units, structured as restricted stock units tied to common stock. Each unit represents one share of common stock, bringing his directly held phantom stock and RSU balance to 26,809 units after the award.

The grant is described as the annual equity-based award for each non-employee director. These restricted stock units are immediately vested, but will be paid out in shares of common stock only after Gokey’s service as a director ends, following a payment schedule he previously selected.

Positive

  • None.

Negative

  • None.
Insider Gokey Timothy C
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock (Restricted Stock Units) 992 $0.00 --
Holdings After Transaction: Phantom Stock (Restricted Stock Units) — 26,809 shares (Direct, null)
Footnotes (1)
  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.
RSUs granted 992 units Annual equity-based award on May 7, 2026
RSU/phantom units after grant 26,809 units Total derivative equity holdings following transaction
Grant price per unit $0.0000 per unit Compensation grant, not an open-market purchase
Underlying common shares 992 shares Each unit settles into one share of common stock
Phantom Stock financial
"Each phantom share/restricted stock unit will be paid in one share of common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Restricted Stock Units financial
"Reflects restricted stock units granted as the annual equity-based award provided to each non-employee director."
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
"Reflects restricted stock units 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 of service as a director, become payable"
payable in shares of common stock financial
"become payable in shares of common stock according to the schedule previously chosen by the reporting person."
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*
Gokey Timothy C
(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
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)(1)05/07/2026A992(2) (3) (3)Common Stock992$026,809D
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 Timothy C. Gokey05/11/2026
** 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 did Timothy C. Gokey receive in this CHRW Form 4 filing?

Timothy C. Gokey received an equity grant of 992 phantom stock units, structured as restricted stock units linked to C. H. Robinson common stock. Each unit is designed to convert into one share of common stock in the future, subject to payout conditions described.

How many restricted stock and phantom units does Timothy Gokey hold after this CHRW grant?

After this grant, Timothy Gokey holds 26,809 phantom stock and restricted stock units directly. This figure includes the newly awarded 992 units and reflects his total derivative-equity position in these instruments as reported in this Form 4 filing.

What does each phantom stock or restricted stock unit represent for CHRW director Timothy Gokey?

Each phantom stock or restricted stock unit represents one share of C. H. Robinson common stock. When the payout conditions are met, these units will be settled in actual shares, aligning the director’s compensation with shareholder interests over time.

When do Timothy Gokey’s CHRW restricted stock units become payable?

The restricted stock units are immediately vested but only become payable after Timothy Gokey’s termination of service as a director. At that time, they are paid in common stock based on a distribution schedule he previously chose.

Is this CHRW equity grant to Timothy Gokey part of a regular program?

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

Does Timothy Gokey pay a purchase price for these CHRW restricted stock units?

No purchase price is involved. The filing shows a transaction price of 0.0000 per unit, indicating the 992 restricted stock units were granted as compensation rather than bought in the open market or through an option exercise.