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Mary Guilfoile of C. H. Robinson (NASDAQ: CHRW) receives 992 RSUs as annual award

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

Rhea-AI Filing Summary

GUILFOILE MARY reported acquisition or exercise transactions in this Form 4 filing.

C. H. Robinson Worldwide director Mary Guilfoile reported updated holdings, including a new equity award. She received a grant of 992 phantom stock units/restricted stock units as her annual equity-based award for non-employee directors. Each unit represents one share of common stock and is immediately vested.

The restricted stock units will be paid out in shares of common stock after she leaves the board, according to a payout schedule she previously chose. Following these transactions, she holds 3,098 shares of common stock directly and 22,552 phantom stock/restricted stock units.

Positive

  • None.

Negative

  • None.
Insider GUILFOILE MARY
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) — 22,552 shares (Direct, null); Common Stock — 3,098 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.
New RSU grant 992 units Phantom stock/restricted stock units granted as annual equity award
Common stock held 3,098 shares Direct common stock holdings after transactions
Total RSU/phantom units held 22,552 units Phantom stock/restricted stock units following the grant
RSU settlement ratio 1 unit : 1 share Each phantom share/restricted stock unit pays one common share
Phantom Stock (Restricted Stock Units) financial
"security_title: "Phantom Stock (Restricted Stock Units)" for the derivative award"
restricted stock units financial
"Reflects restricted stock units granted as the annual equity-based award"
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
"restricted stock units granted as the annual equity-based award provided to each non-employee director"
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*
GUILFOILE MARY
(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 Stock3,098D
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$022,552D
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 Mary Guilfoile05/11/2026
** 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 Mary Guilfoile report on this Form 4?

Mary Guilfoile reported receiving 992 phantom stock/restricted stock units as an annual equity-based award. These units are immediately vested and each will be settled in one share of C. H. Robinson common stock after her board service ends, under a pre-selected payout schedule.

How many CHRW common shares does Mary Guilfoile hold after the reported transactions?

After the reported transactions, Mary Guilfoile holds 3,098 shares of C. H. Robinson common stock directly. This figure reflects her direct ownership position as of the transaction date disclosed in the Form 4, separate from her phantom stock/restricted stock unit holdings.

How many phantom stock/restricted stock units does Mary Guilfoile hold in CHRW?

Following the grant, Mary Guilfoile holds 22,552 phantom stock/restricted stock units of C. H. Robinson. Each unit is tied to one share of common stock and will be paid in shares after her service as a director ends, based on her chosen payout schedule.

What are the terms of the 992 CHRW phantom stock/restricted stock units granted to Mary Guilfoile?

The 992 phantom stock/restricted stock units are immediately vested and constitute her annual equity-based award as a non-employee director. Each unit will be paid in one share of C. H. Robinson common stock after she leaves the board, following a pre-selected payment schedule.

Are the newly granted CHRW restricted stock units paid in cash or stock?

The newly granted restricted stock units are paid in stock, not cash. Each phantom share or restricted stock unit will be settled in one share of C. H. Robinson common stock after Mary Guilfoile’s service as a director ends, under her chosen payout timing.