C.H. Robinson (CHRW) director defers retainer into 193 RSUs

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Form Type

Rhea-AI Filing Summary

Goodburn Mark A. reported acquisition or exercise transactions in this Form 4 filing.

C. H. Robinson Worldwide director Mark A. Goodburn reported equity-based compensation rather than open-market trading. He received 193 phantom stock restricted stock units in connection with his election to defer his most recent quarterly cash retainer payment, at a reference price of $188.34 per unit.

Each phantom share or restricted stock unit will be settled in one share of common stock. The units are immediately vested and will be paid out in common stock after he leaves the board, following a schedule he previously chose. After this grant, he holds 13,944 phantom stock units and 2,280 shares of common stock directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Goodburn Mark A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock (Restricted Stock Units)	193	$188.34	$36K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock (Restricted Stock Units) — 13,944 shares (Direct); Common Stock — 2,280 shares (Direct)

Footnotes (3)

F1. Each phantom share/restricted stock unit will be paid in one share of common stock.
F2. Reflects restricted stock units granted in connection with the reporting person's election to defer receipt of his most recently quarterly cash retainer payment.
F3. 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.

Key Figures

Phantom stock units granted: 193 units Grant reference price: $188.34 per unit Phantom units after grant: 13,944 units +2 more

5 metrics

Phantom stock units granted 193 units Grant of phantom stock (restricted stock units) on 2026-06-30

Grant reference price $188.34 per unit Price per phantom stock restricted stock unit

Phantom units after grant 13,944 units Total phantom stock (restricted stock units) following transaction

Common shares held 2,280 shares Direct common stock holdings following reported transactions

Conversion ratio 1 unit : 1 share Each phantom share or restricted stock unit pays one common share

Key Terms

Phantom Stock (Restricted Stock Units), defer receipt, immediately vested, termination of service as a director

4 terms

Phantom Stock (Restricted Stock Units) financial

"security_title: "Phantom Stock (Restricted Stock Units)""

defer receipt financial

"election to defer receipt of his most recently quarterly cash retainer payment"

immediately vested financial

"The restricted stock units are immediately vested, and following the reporting person's termination"

termination of service as a director financial

"following the reporting person's termination of service as a director, become payable"

FAQ

What did C.H. Robinson (CHRW) director Mark A. Goodburn report in this Form 4?

Director Mark A. Goodburn reported receiving 193 phantom stock restricted stock units as compensation. These units reflect his decision to defer his most recent quarterly cash retainer into equity rather than cash, aligning part of his pay with C.H. Robinson’s share performance.

Is Mark A. Goodburn buying or selling C.H. Robinson (CHRW) stock in this filing?

The filing does not show open-market buying or selling. Instead, it reports a grant of 193 phantom stock restricted stock units as compensation, issued in connection with deferring his latest quarterly cash retainer into equity-based awards.

How many phantom stock units does Mark A. Goodburn now hold in C.H. Robinson (CHRW)?

After this grant, Mark A. Goodburn holds 13,944 phantom stock restricted stock units. Each unit represents a right to receive one share of C.H. Robinson common stock, payable after his service as a director ends, under a preselected payout schedule.

What are the terms of the new phantom stock units granted to the C.H. Robinson (CHRW) director?

The director received 193 immediately vested phantom stock restricted stock units. Each unit will be paid in one share of common stock after he leaves the board, following a payout schedule he previously chose, and they were tied to deferral of his quarterly cash retainer.

How many C.H. Robinson (CHRW) common shares does Mark A. Goodburn hold directly?

Following the reported transactions, Mark A. Goodburn directly holds 2,280 shares of C.H. Robinson common stock. This position is separate from his 13,944 phantom stock restricted stock units, which convert into common shares after his board service ends.

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Available on EDGAR 07/02/2026 - 04:02 PM Accepted by SEC EDGAR 07/02/2026 - 04:01 PM

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

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^*

Goodburn Mark A.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,280	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock (Restricted Stock Units)	⁽¹⁾	06/30/2026		A		193⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	193	$188.34	13,944	D

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 in connection with the reporting person's election to defer receipt of his most recently quarterly cash retainer payment.

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 Mark A. Goodburn	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR