[S-8] C.H. Robinson Worldwide, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

C.H. Robinson Worldwide, Inc. (CHRW) submitted a Form S-8 registering 4,000,000 additional common shares for issuance under its Amended & Restated 2022 Equity Incentive Plan. The company previously registered 4,261,884 shares on May 9, 2022; that earlier filing remains effective and is incorporated by reference. CHRW is categorized as a large accelerated filer and includes the customary legal opinion, auditor consent, plan document and filing-fee table.

No financial results, guidance or transactions are disclosed. The filing simply expands the share pool available for employee, director and officer equity awards. While the move supports talent retention and alignment, it may introduce incremental dilution for existing shareholders if and when the additional shares are issued.

Positive

• Ensures continued ability to grant equity awards, supporting employee retention and alignment with shareholder interests

Negative

• Registers 4,000,000 additional shares, introducing potential dilution for current shareholders once awards vest

Insights

Securities Analyst

TL;DR: Routine S-8 adds 4 M shares to equity plan; neutral impact with modest dilution risk.

This is an administrative registration statement that replenishes the company’s share reserve for stock-based compensation. No new capital is raised and no operating metrics are provided. The additional 4 million shares, on top of the 4.26 million previously registered, ensure CHRW can continue to grant options, RSUs and other awards without interruption. From a valuation standpoint, potential dilution is minor and spread over future vesting periods, so immediate market impact is limited. Overall, the filing is neutral for investors, balancing retention benefits against dilution.

As filed with the Securities and Exchange Commission on August 1, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

C.H. Robinson Worldwide, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 41-1883630 (IRS Employer Identification No.)

14701 Charlson Road

Eden Prairie, Minnesota 55347

(Address, including zip code of Principal Executive Offices)

C.H. Robinson Worldwide, Inc. Amended and Restated 2022 Equity Incentive Plan

(Full title of the plan)

Dorothy G. Capers

Chief Legal Officer and Secretary

14701 Charlson Road

Eden Prairie, Minnesota 55347

952-937-8500

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8 under the Act, this Registration Statement is filed to register 4,000,000 additional shares of the Common Stock of C.H. Robinson Worldwide, Inc., a Delaware corporation (the “Company”), reserved for issuance for awards granted under the C.H. Robinson Worldwide, Inc. 2022 Equity Incentive Plan (as amended and restated, the “2022 Plan”).

An aggregate of 4,261,884 shares of the Company’s Common Stock was previously registered for issuance under the 2022 Plan pursuant to a Registration Statement on Form S-8 (No. 333-264793) filed with the Securities and Exchange Commission (the “Commission”) on May 9, 2022. Such Registration Statement is currently effective and the contents thereof are incorporated herein by reference except to the extent that such content is superseded by the items appearing below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number						Description
4.1						Certificate of Incorporation of the Company (as amended on May 19, 2012, and incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 15, 2012).
4.2						Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 23, 2022).
5.1*						Opinion of Faegre Drinker Biddle & Reath LLP.
23.1*						Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm.
23.2*						Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1 to this Registration Statement).
24.1*						Power of Attorney (included on the signature page of this Registration Statement).
99.1						C.H. Robinson Worldwide, Inc. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A, filed on March 25, 2025).
107*						Filing Fee Table.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on August 1, 2025.

			C.H. ROBINSON WORLDWIDE, INC.
			By:			/s/ Dorothy G. Capers
						Dorothy G. Capers
						Chief Legal Officer and Secretary

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of C.H. Robinson Worldwide, Inc., hereby severally constitute and appoint David P. Bozeman and Dorothy G. Capers, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature						Title			Date
/s/ David P. Bozeman						Chief Executive Officer			July 28, 2025
David P. Bozeman						(Principal Executive Officer)
/s/ Damon J. Lee						Chief Financial Officer			July 25, 2025
Damon J. Lee						(Principal Financial Officer and Principal Accounting Officer)
/s/ Jodee A. Kozlak						Chair of the Board			July 24, 2025
Jodee A. Kozlak
/s/ Kermit R. Crawford						Director			July 23, 2025
Kermit R. Crawford
/s/ Timothy C. Gokey						Director			July 28, 2025
Timothy C. Gokey
/s/ Mark A. Goodburn						Director			July 29, 2025
Mark A. Goodburn
/s/ Mary J. Steele Guilfoile						Director			July 30, 2025
Mary J. Steele Guilfoile
/s/ Michael H. McGarry						Director			July 23, 2025
Michael H. McGarry
/s/ Paige K. Robbins						Director			July 23, 2025
Paige K. Robbins
/s/ Paula C. Tolliver						Director			July 29, 2025
Paula C. Tolliver

FAQ

How many additional shares did CHRW register in this Form S-8?

The filing registers 4,000,000 additional shares of common stock.

What is the purpose of CHRW's Form S-8?

To add shares to the Amended & Restated 2022 Equity Incentive Plan for future stock-based compensation.

When were shares previously registered for the same plan?

CHRW registered 4,261,884 shares on May 9, 2022 under Form S-8 No. 333-264793.

Does the filing include new financial results or guidance?

No. The Form S-8 contains no earnings or guidance; it is purely an administrative registration.

What is C.H. Robinson's filer status in this registration?

The company is marked as a large accelerated filer.