CH Robinson (CHRW) director defers cash retainer into 219 stock units

Rhea-AI Filing Summary

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

C. H. Robinson Worldwide, Inc. director Mark A. Goodburn received a grant of 219 phantom/restricted stock units on common stock. These units were granted in connection with his election to defer receipt of his most recent quarterly cash retainer payment.

Each phantom/restricted stock unit is immediately vested and will be paid out in one share of common stock after his termination of service as a director, according to a schedule he previously chose. Following this grant, he holds 12,759 restricted 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)	219	$166.07	$36K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock (Restricted Stock Units) — 12,759 shares (Direct); Common Stock — 2,280 shares (Direct)

Footnotes (1)

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

Restricted stock units granted: 219 units Reference price per unit: 166.07 per share RSU holdings after grant: 12,759 units +1 more

4 metrics

Restricted stock units granted 219 units Phantom/restricted stock units granted March 31, 2026

Reference price per unit 166.07 per share Transaction price per share for RSU grant

RSU holdings after grant 12,759 units Total phantom/restricted stock units following transaction

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

Key Terms

Phantom Stock (Restricted Stock Units), defer receipt, quarterly cash retainer, 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 recent quarterly cash retainer payment"

quarterly cash retainer financial

"defer receipt of his most recent quarterly cash retainer payment"

termination of service as a director financial

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

Form 4 Insider Transactions: What Each Field Means →

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
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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)
03/31/2026

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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock (Restricted Stock Units)	(1)	03/31/2026		A		219(2)		(3)	(3)	Common Stock	219	$166.07	12,759	D

Explanation of Responses:

1. Each phantom/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 recent 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	04/02/2026
	** 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)

FAQ

What insider transaction did CHRW director Mark A. Goodburn report?

Mark A. Goodburn reported receiving 219 phantom/restricted stock units tied to C. H. Robinson Worldwide common stock. The units were granted as part of his decision to defer his most recent quarterly cash retainer into equity-based compensation.

How will Mark Goodburn’s CHRW phantom stock units be settled?

Each phantom/restricted stock unit will be settled in one share of C. H. Robinson Worldwide common stock. The payout occurs after his termination of service as a director, following a distribution schedule he previously selected.

Why did Mark Goodburn receive restricted stock units instead of cash from CHRW?

The restricted stock units were granted because Mark Goodburn elected to defer receipt of his most recent quarterly cash retainer. Instead of cash, he received immediately vested phantom/restricted stock units linked to C. H. Robinson Worldwide common stock.

When do Mark Goodburn’s CHRW restricted stock units vest and pay out?

The restricted stock units are immediately vested upon grant, so there is no future vesting schedule. However, payment in common stock occurs only after his service as a director ends, based on a payout schedule he previously chose.

How many CHRW equity-linked units and shares does Mark Goodburn hold after this filing?

After this filing, Mark Goodburn holds 12,759 phantom/restricted stock units and 2,280 shares of C. H. Robinson Worldwide common stock directly. These figures reflect his position immediately following the March 31, 2026 grant transaction.