10-K – 2026-02-13 – chrw-20251231.htm

chrw-20251231 0001043277 2025 FY false P3Y http://fasb.org/us-gaap/2025#LaborAndRelatedExpense http://fasb.org/us-gaap/2025#LaborAndRelatedExpense http://fasb.org/us-gaap/2025#OtherSellingGeneralAndAdministrativeExpense http://fasb.org/us-gaap/2025#LaborAndRelatedExpense http://fasb.org/us-gaap/2025#LaborAndRelatedExpense http://fasb.org/us-gaap/2025#OtherSellingGeneralAndAdministrativeExpense http://fasb.org/us-gaap/2025#LaborAndRelatedExpense http://fasb.org/us-gaap/2025#LaborAndRelatedExpense http://fasb.org/us-gaap/2025#OtherSellingGeneralAndAdministrativeExpense http://fasb.org/us-gaap/2025#OtherSellingGeneralAndAdministrativeExpense 15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure chrw:vote chrw:segment chrw:employee 0001043277 2025-01-01 2025-12-31 0001043277 2025-06-30 0001043277 2026-02-11 0001043277 2025-12-31 0001043277 2024-12-31 0001043277 chrw:TransportationCustomersFreightMember 2025-01-01 2025-12-31 0001043277 chrw:TransportationCustomersFreightMember 2024-01-01 2024-12-31 0001043277 chrw:TransportationCustomersFreightMember 2023-01-01 2023-12-31 0001043277 chrw:SourcingMember 2025-01-01 2025-12-31 0001043277 chrw:SourcingMember 2024-01-01 2024-12-31 0001043277 chrw:SourcingMember 2023-01-01 2023-12-31 0001043277 2024-01-01 2024-12-31 0001043277 2023-01-01 2023-12-31 0001043277 us-gaap:CommonStockMember 2022-12-31 0001043277 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001043277 us-gaap:RetainedEarningsMember 2022-12-31 0001043277 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001043277 us-gaap:TreasuryStockCommonMember 2022-12-31 0001043277 2022-12-31 0001043277 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001043277 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001043277 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001043277 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001043277 us-gaap:TreasuryStockCommonMember 2023-01-01 2023-12-31 0001043277 us-gaap:CommonStockMember 2023-12-31 0001043277 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001043277 us-gaap:RetainedEarningsMember 2023-12-31 0001043277 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001043277 us-gaap:TreasuryStockCommonMember 2023-12-31 0001043277 2023-12-31 0001043277 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001043277 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-12-31 0001043277 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001043277 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001043277 us-gaap:TreasuryStockCommonMember 2024-01-01 2024-12-31 0001043277 us-gaap:CommonStockMember 2024-12-31 0001043277 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001043277 us-gaap:RetainedEarningsMember 2024-12-31 0001043277 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001043277 us-gaap:TreasuryStockCommonMember 2024-12-31 0001043277 us-gaap:RetainedEarningsMember 2025-01-01 2025-12-31 0001043277 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-12-31 0001043277 us-gaap:CommonStockMember 2025-01-01 2025-12-31 0001043277 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-12-31 0001043277 us-gaap:TreasuryStockCommonMember 2025-01-01 2025-12-31 0001043277 us-gaap:CommonStockMember 2025-12-31 0001043277 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001043277 us-gaap:RetainedEarningsMember 2025-12-31 0001043277 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-12-31 0001043277 us-gaap:TreasuryStockCommonMember 2025-12-31 0001043277 chrw:TransportationServicesMember 2025-01-01 2025-12-31 0001043277 chrw:ValueAddedLogisticsServicesMember 2025-01-01 2025-12-31 0001043277 chrw:SourcingMember srt:MinimumMember 2025-01-01 2025-12-31 0001043277 chrw:SourcingMember srt:MaximumMember 2025-01-01 2025-12-31 0001043277 chrw:LogisticsAndTransportationMember srt:MaximumMember 2025-01-01 2025-12-31 0001043277 chrw:LogisticsAndTransportationMember 2025-01-01 2025-12-31 0001043277 us-gaap:GeographicDistributionForeignMember 2025-12-31 0001043277 us-gaap:GeographicDistributionForeignMember 2024-12-31 0001043277 us-gaap:FurnitureAndFixturesMember 2025-12-31 0001043277 us-gaap:FurnitureAndFixturesMember 2024-12-31 0001043277 us-gaap:BuildingMember 2025-12-31 0001043277 us-gaap:BuildingMember 2024-12-31 0001043277 us-gaap:AirTransportationEquipmentMember 2025-12-31 0001043277 us-gaap:AirTransportationEquipmentMember 2024-12-31 0001043277 us-gaap:LeaseholdsAndLeaseholdImprovementsMember 2025-12-31 0001043277 us-gaap:LeaseholdsAndLeaseholdImprovementsMember 2024-12-31 0001043277 us-gaap:LandMember 2025-12-31 0001043277 us-gaap:LandMember 2024-12-31 0001043277 us-gaap:ConstructionInProgressMember 2025-12-31 0001043277 us-gaap:ConstructionInProgressMember 2024-12-31 0001043277 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:EuropeSurfaceTransportationMember 2024-12-31 0001043277 us-gaap:ComputerSoftwareIntangibleAssetMember 2025-12-31 0001043277 chrw:PurchasedSoftwareMember 2025-12-31 0001043277 chrw:PurchasedSoftwareMember 2024-12-31 0001043277 chrw:InternallyDevelopedSoftwareMember 2025-12-31 0001043277 chrw:InternallyDevelopedSoftwareMember 2024-12-31 0001043277 srt:MinimumMember us-gaap:StockCompensationPlanMember 2025-01-01 2025-12-31 0001043277 srt:MaximumMember us-gaap:StockCompensationPlanMember 2025-01-01 2025-12-31 0001043277 srt:MinimumMember chrw:RestrictedStockAndRestrictedStockUnitsMember 2025-01-01 2025-12-31 0001043277 srt:MaximumMember chrw:RestrictedStockAndRestrictedStockUnitsMember 2025-01-01 2025-12-31 0001043277 chrw:NorthAmericanServiceTransportationNASTMember 2023-12-31 0001043277 chrw:GlobalForwardingMember 2023-12-31 0001043277 us-gaap:CorporateAndOtherMember 2023-12-31 0001043277 chrw:NorthAmericanServiceTransportationNASTMember 2024-01-01 2024-12-31 0001043277 chrw:GlobalForwardingMember 2024-01-01 2024-12-31 0001043277 us-gaap:CorporateAndOtherMember 2024-01-01 2024-12-31 0001043277 chrw:NorthAmericanServiceTransportationNASTMember 2024-12-31 0001043277 chrw:GlobalForwardingMember 2024-12-31 0001043277 us-gaap:CorporateAndOtherMember 2024-12-31 0001043277 chrw:NorthAmericanServiceTransportationNASTMember 2025-01-01 2025-12-31 0001043277 chrw:GlobalForwardingMember 2025-01-01 2025-12-31 0001043277 us-gaap:CorporateAndOtherMember 2025-01-01 2025-12-31 0001043277 chrw:NorthAmericanServiceTransportationNASTMember 2025-12-31 0001043277 chrw:GlobalForwardingMember 2025-12-31 0001043277 us-gaap:CorporateAndOtherMember 2025-12-31 0001043277 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:EuropeSurfaceTransportationMember 2025-12-31 0001043277 us-gaap:CustomerContractsMember 2025-12-31 0001043277 us-gaap:CustomerContractsMember 2024-12-31 0001043277 us-gaap:TrademarksMember 2025-12-31 0001043277 us-gaap:TrademarksMember 2024-12-31 0001043277 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:EuropeSurfaceTransportationMember 2024-01-01 2024-12-31 0001043277 us-gaap:FairValueInputsLevel2Member 2025-12-31 0001043277 us-gaap:FairValueInputsLevel2Member 2024-12-31 0001043277 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001043277 us-gaap:FairValueInputsLevel3Member 2025-12-31 0001043277 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2025-12-31 0001043277 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2024-12-31 0001043277 chrw:SeriesBNotesMember us-gaap:SeniorNotesMember 2025-12-31 0001043277 chrw:SeriesBNotesMember us-gaap:SeniorNotesMember 2024-12-31 0001043277 chrw:SeriesCNotesMember us-gaap:SeniorNotesMember 2025-12-31 0001043277 chrw:SeriesCNotesMember us-gaap:SeniorNotesMember 2024-12-31 0001043277 chrw:ReceivablesSecuritizationFacilityMember us-gaap:SecuredDebtMember 2025-12-31 0001043277 chrw:ReceivablesSecuritizationFacilityMember us-gaap:SecuredDebtMember 2024-12-31 0001043277 chrw:SeniorNotesDue2028Member us-gaap:UnsecuredDebtMember 2025-12-31 0001043277 chrw:SeniorNotesDue2028Member us-gaap:UnsecuredDebtMember 2024-12-31 0001043277 us-gaap:RevolvingCreditFacilityMember us-gaap:FederalFundsEffectiveSwapRateMember us-gaap:LineOfCreditMember 2025-01-01 2025-12-31 0001043277 us-gaap:RevolvingCreditFacilityMember chrw:SOFRMember us-gaap:LineOfCreditMember 2025-01-01 2025-12-31 0001043277 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2025-01-01 2025-12-31 0001043277 us-gaap:RevolvingCreditFacilityMember srt:MinimumMember us-gaap:LineOfCreditMember 2025-01-01 2025-12-31 0001043277 us-gaap:RevolvingCreditFacilityMember srt:MaximumMember us-gaap:LineOfCreditMember 2025-01-01 2025-12-31 0001043277 chrw:NotePurchaseAgreementMember us-gaap:SeniorNotesMember 2013-08-27 0001043277 us-gaap:SeniorNotesMember 2025-12-31 0001043277 chrw:NotePurchaseAgreementMember us-gaap:SeniorNotesMember 2025-12-31 0001043277 chrw:NotePurchaseAgreementMember us-gaap:SeniorNotesMember 2025-01-01 2025-12-31 0001043277 chrw:WellsFargoBankNAAndBankOfAmericaNAMember chrw:ReceivablesSecuritizationFacilityMember us-gaap:SecuredDebtMember 2025-12-31 0001043277 chrw:SOFRMember chrw:WellsFargoBankNAAndBankOfAmericaNAMember chrw:ReceivablesSecuritizationFacilityMember 2025-01-01 2025-12-31 0001043277 chrw:WellsFargoBankNAAndBankOfAmericaNAMember chrw:ReceivablesSecuritizationFacilityMember 2025-01-01 2025-12-31 0001043277 chrw:WellsFargoBankNAAndBankOfAmericaNAMember chrw:ReceivablesSecuritizationFacilityMember us-gaap:SecuredDebtMember 2025-08-12 0001043277 chrw:SeniorNotesDue2028Member us-gaap:UnsecuredDebtMember 2025-01-01 2025-12-31 0001043277 us-gaap:LineOfCreditMember chrw:USBankMember 2025-12-31 0001043277 us-gaap:StandbyLettersOfCreditMember chrw:USBankMember 2025-12-31 0001043277 country:CN 2025-01-01 2025-12-31 0001043277 country:IE 2025-01-01 2025-12-31 0001043277 us-gaap:ForeignTaxJurisdictionOtherMember 2025-01-01 2025-12-31 0001043277 chrw:ForeignOperatingLossCarryforwardMember 2025-12-31 0001043277 chrw:ForeignOperatingLossCarryforwardMember 2024-12-31 0001043277 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-12-31 0001043277 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-12-31 0001043277 us-gaap:EmployeeStockOptionMember 2023-01-01 2023-12-31 0001043277 chrw:StockAwardsMember 2025-01-01 2025-12-31 0001043277 chrw:StockAwardsMember 2024-01-01 2024-12-31 0001043277 chrw:StockAwardsMember 2023-01-01 2023-12-31 0001043277 chrw:EmployeeStockPurchasePlanMember 2025-01-01 2025-12-31 0001043277 chrw:EmployeeStockPurchasePlanMember 2024-01-01 2024-12-31 0001043277 chrw:EmployeeStockPurchasePlanMember 2023-01-01 2023-12-31 0001043277 2022-05-05 0001043277 2025-05-08 2025-05-08 0001043277 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockUnitMember 2025-01-01 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockAndRestrictedStockUnitsMember 2024-12-31 0001043277 chrw:PerformanceBasedRestrictedStockAndRestrictedStockUnitsMember 2025-01-01 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockAndRestrictedStockUnitsMember 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockAndRestrictedStockUnitsMember chrw:Range1Member 2025-01-01 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockAndRestrictedStockUnitsMember chrw:Range1Member 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockAndRestrictedStockUnitsMember chrw:Range2Member 2025-01-01 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockAndRestrictedStockUnitsMember chrw:Range2Member 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockAndRestrictedStockUnitsMember chrw:Range3Member 2025-01-01 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockAndRestrictedStockUnitsMember chrw:Range3Member 2025-12-31 0001043277 chrw:PerformanceBasedRestrictedStockUnitMember chrw:Range5Member us-gaap:SubsequentEventMember 2026-02-01 2026-02-11 0001043277 chrw:PerformanceBasedRestrictedStockUnitMember us-gaap:SubsequentEventMember 2026-02-01 2026-02-11 0001043277 chrw:TimeBasedRestrictedStockUnitMember 2025-01-01 2025-12-31 0001043277 srt:MinimumMember chrw:TimeBasedRestrictedStockUnitRetentionAwardsMember 2023-01-01 2023-12-31 0001043277 srt:MaximumMember chrw:TimeBasedRestrictedStockUnitRetentionAwardsMember 2023-01-01 2023-12-31 0001043277 chrw:TimeBasedRestrictedStockAndRestrictedStockUnitsMember 2024-12-31 0001043277 chrw:TimeBasedRestrictedStockAndRestrictedStockUnitsMember 2025-01-01 2025-12-31 0001043277 chrw:TimeBasedRestrictedStockAndRestrictedStockUnitsMember 2025-12-31 0001043277 srt:ScenarioForecastMember chrw:TimeBasedRestrictedStockUnitMember 2026-02-01 2026-02-11 0001043277 chrw:FullValueAwardsMember 2025-01-01 2025-12-31 0001043277 chrw:FullValueAwardsMember 2024-01-01 2024-12-31 0001043277 chrw:FullValueAwardsMember 2023-01-01 2023-12-31 0001043277 chrw:RestrictedStockAndRestrictedStockUnitsMember 2025-12-31 0001043277 chrw:EmployeeStockPurchasePlan1997Member 2025-12-31 0001043277 chrw:EmployeeStockPurchasePlan1997Member 2025-01-01 2025-12-31 0001043277 chrw:EmployeeStockPurchasePlan1997Member chrw:EmployeeStockPurchasePlanMember 2025-01-01 2025-12-31 0001043277 chrw:EmployeeStockPurchasePlan1997Member 2024-01-01 2024-12-31 0001043277 chrw:EmployeeStockPurchasePlan1997Member chrw:EmployeeStockPurchasePlanMember 2024-01-01 2024-12-31 0001043277 chrw:EmployeeStockPurchasePlan1997Member 2023-01-01 2023-12-31 0001043277 chrw:EmployeeStockPurchasePlan1997Member chrw:EmployeeStockPurchasePlanMember 2023-01-01 2023-12-31 0001043277 chrw:ShareRepurchasePrograms2021Member 2021-12-09 0001043277 chrw:ShareRepurchasePrograms2021Member 2025-12-31 0001043277 chrw:ShareRepurchasePrograms2021Member 2025-01-01 2025-12-31 0001043277 chrw:ShareRepurchasePrograms2021Member 2024-01-01 2024-12-31 0001043277 chrw:ShareRepurchasePrograms2021Member 2023-01-01 2023-12-31 0001043277 chrw:ShareRepurchasePrograms2021Member 2025-10-28 0001043277 us-gaap:OperatingSegmentsMember chrw:NorthAmericanServiceTransportationNASTMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:GlobalForwardingMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember 2025-01-01 2025-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:NorthAmericanServiceTransportationNASTMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:GlobalForwardingMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:NorthAmericanServiceTransportationNASTMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:GlobalForwardingMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember 2024-01-01 2024-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:NorthAmericanServiceTransportationNASTMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:GlobalForwardingMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:NorthAmericanServiceTransportationNASTMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:GlobalForwardingMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember 2023-01-01 2023-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:NorthAmericanServiceTransportationNASTMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:GlobalForwardingMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:NorthAmericanServiceTransportationNASTMember 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:GlobalForwardingMember 2025-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:NorthAmericanServiceTransportationNASTMember 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:GlobalForwardingMember 2024-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:NorthAmericanServiceTransportationNASTMember 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:GlobalForwardingMember 2023-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember 2023-12-31 0001043277 country:US 2025-01-01 2025-12-31 0001043277 country:US 2024-01-01 2024-12-31 0001043277 country:US 2023-01-01 2023-12-31 0001043277 us-gaap:NonUsMember 2025-01-01 2025-12-31 0001043277 us-gaap:NonUsMember 2024-01-01 2024-12-31 0001043277 us-gaap:NonUsMember 2023-01-01 2023-12-31 0001043277 country:US 2025-12-31 0001043277 country:US 2024-12-31 0001043277 country:US 2023-12-31 0001043277 us-gaap:NonUsMember 2025-12-31 0001043277 us-gaap:NonUsMember 2024-12-31 0001043277 us-gaap:NonUsMember 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:NorthAmericanServiceTransportationNASTMember us-gaap:TransferredOverTimeMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:GlobalForwardingMember us-gaap:TransferredOverTimeMember 2025-01-01 2025-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:TransportationCustomersFreightMember us-gaap:TransferredOverTimeMember 2025-01-01 2025-12-31 0001043277 chrw:TransportationCustomersFreightMember us-gaap:TransferredOverTimeMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SourcingMember chrw:NorthAmericanServiceTransportationNASTMember us-gaap:TransferredAtPointInTimeMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SourcingMember chrw:GlobalForwardingMember us-gaap:TransferredAtPointInTimeMember 2025-01-01 2025-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:SourcingMember us-gaap:TransferredAtPointInTimeMember 2025-01-01 2025-12-31 0001043277 chrw:SourcingMember us-gaap:TransferredAtPointInTimeMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:NorthAmericanServiceTransportationNASTMember us-gaap:TransferredOverTimeMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:GlobalForwardingMember us-gaap:TransferredOverTimeMember 2024-01-01 2024-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:TransportationCustomersFreightMember us-gaap:TransferredOverTimeMember 2024-01-01 2024-12-31 0001043277 chrw:TransportationCustomersFreightMember us-gaap:TransferredOverTimeMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SourcingMember chrw:NorthAmericanServiceTransportationNASTMember us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SourcingMember chrw:GlobalForwardingMember us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:SourcingMember us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-12-31 0001043277 chrw:SourcingMember us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:NorthAmericanServiceTransportationNASTMember us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:TransportationCustomersFreightMember chrw:GlobalForwardingMember us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:TransportationCustomersFreightMember us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001043277 chrw:TransportationCustomersFreightMember us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SourcingMember chrw:NorthAmericanServiceTransportationNASTMember us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SourcingMember chrw:GlobalForwardingMember us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:SourcingMember us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001043277 chrw:SourcingMember us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001043277 chrw:TransportationServicesMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-01-01 2025-12-31 0001043277 chrw:TransportationServicesMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001043277 chrw:TransportationServicesMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001043277 chrw:SourcingMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-01-01 2025-12-31 0001043277 chrw:SourcingMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001043277 chrw:SourcingMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001043277 chrw:ValueAddedLogisticsServicesMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-01-01 2025-12-31 0001043277 chrw:ValueAddedLogisticsServicesMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-01-01 2024-12-31 0001043277 chrw:ValueAddedLogisticsServicesMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2023-01-01 2023-12-31 0001043277 srt:MaximumMember 2025-01-01 2025-12-31 0001043277 chrw:KansasCityMember 2025-01-01 2025-12-31 0001043277 chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 srt:MinimumMember chrw:A2025RestructuringProgramMember 2025-12-31 0001043277 srt:MaximumMember chrw:A2025RestructuringProgramMember 2025-12-31 0001043277 us-gaap:EmployeeSeveranceMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:PersonnelExpensesMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SeveranceAndOtherPersonnelExpensesMember chrw:NorthAmericanServiceTransportationNASTMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SeveranceAndOtherPersonnelExpensesMember chrw:GlobalForwardingMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:SeveranceAndOtherPersonnelExpensesMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:SeveranceAndOtherPersonnelExpensesMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:NorthAmericanServiceTransportationNASTMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:GlobalForwardingMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:AccruedSeveranceAndOtherPersonnelExpensesMember chrw:A2025RestructuringProgramMember 2024-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2025RestructuringProgramMember 2024-12-31 0001043277 chrw:A2025RestructuringProgramMember 2024-12-31 0001043277 chrw:AccruedSeveranceAndOtherPersonnelExpensesMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2025RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:AccruedSeveranceAndOtherPersonnelExpensesMember chrw:A2025RestructuringProgramMember 2025-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2025RestructuringProgramMember 2025-12-31 0001043277 chrw:A2025RestructuringProgramMember 2025-12-31 0001043277 chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:A2024RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 us-gaap:EmployeeSeveranceMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:PersonnelExpensesMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SeveranceAndOtherPersonnelExpensesMember chrw:NorthAmericanServiceTransportationNASTMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SeveranceAndOtherPersonnelExpensesMember chrw:GlobalForwardingMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:SeveranceAndOtherPersonnelExpensesMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:SeveranceAndOtherPersonnelExpensesMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:NorthAmericanServiceTransportationNASTMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:GlobalForwardingMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:AccruedSeveranceAndOtherPersonnelExpensesMember chrw:A2024RestructuringProgramMember 2023-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2024RestructuringProgramMember 2023-12-31 0001043277 chrw:A2024RestructuringProgramMember 2023-12-31 0001043277 chrw:AccruedSeveranceAndOtherPersonnelExpensesMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2024RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:AccruedSeveranceAndOtherPersonnelExpensesMember chrw:A2024RestructuringProgramMember 2024-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2024RestructuringProgramMember 2024-12-31 0001043277 chrw:A2024RestructuringProgramMember 2024-12-31 0001043277 chrw:AccruedSeveranceAndOtherPersonnelExpensesMember chrw:A2024RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2024RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 chrw:AccruedSeveranceAndOtherPersonnelExpensesMember chrw:A2024RestructuringProgramMember 2025-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2024RestructuringProgramMember 2025-12-31 0001043277 chrw:A2024RestructuringProgramMember 2025-12-31 0001043277 chrw:A2022RestructuringProgramMember 2024-01-01 2024-12-31 0001043277 chrw:A2022RestructuringProgramMember 2025-01-01 2025-12-31 0001043277 us-gaap:EmployeeSeveranceMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 chrw:PersonnelExpensesMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 chrw:OtherSellingGeneralAndAdministrativeExpensesMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SeveranceAndOtherPersonnelExpensesMember chrw:NorthAmericanServiceTransportationNASTMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:SeveranceAndOtherPersonnelExpensesMember chrw:GlobalForwardingMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:SeveranceAndOtherPersonnelExpensesMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 chrw:SeveranceAndOtherPersonnelExpensesMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:NorthAmericanServiceTransportationNASTMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember chrw:GlobalForwardingMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember chrw:A2022RestructuringProgramMember 2023-01-01 2023-12-31 0001043277 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember chrw:EuropeSurfaceTransportationMember 2025-02-01 0001043277 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:EuropeSurfaceTransportationMember us-gaap:FairValueInputsLevel2Member 2025-01-01 2025-12-31 0001043277 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:EuropeSurfaceTransportationMember 2025-01-01 2025-12-31 0001043277 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember chrw:EuropeSurfaceTransportationMember 2025-01-01 2025-12-31 0001043277 us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember chrw:EuropeSurfaceTransportationMember 2024-01-01 2024-12-31 0001043277 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:SouthAmericanDivestitureMember 2023-01-01 2023-12-31 0001043277 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:SouthAmericanDivestitureMember 2025-01-01 2025-12-31 0001043277 us-gaap:OperatingSegmentsMember us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:SouthAmericanDivestitureMember chrw:NorthAmericanServiceTransportationNASTMember 2023-01-01 2023-12-31 0001043277 us-gaap:OperatingSegmentsMember us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:SouthAmericanDivestitureMember chrw:GlobalForwardingMember 2023-01-01 2023-12-31 0001043277 chrw:CorporateAndReconcilingItemsMember us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember chrw:SouthAmericanDivestitureMember 2023-01-01 2023-12-31 0001043277 2025-10-01 2025-12-31 0001043277 chrw:MichaelCastagnettoMember 2025-10-01 2025-12-31 0001043277 chrw:MichaelCastagnettoMember 2025-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 , 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to _____

Commission File Number: 000-23189

C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware   41-1883630
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

14701 Charlson Road
Eden Prairie , Minnesota 55347
(Address of principal executive offices, including ZIP code)

Registrant’s telephone number, including area code: 952 - 937-8500

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.10 per share CHRW The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes   ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No   ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.     Yes   ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes   ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “emerging growth company” in Rule 12b-2 of 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Table of Contents

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2025, was $ 11,317,245,827 (based upon the closing price of $95.95 per common share on that date as quoted on The Nasdaq Global Select Market).
As of February 11, 2026, the number of shares outstanding of the registrant’s common stock, par value $0.10 per share, was 118,620,833 .

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Proxy Statement relating to its 2026 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III.

Table of Contents

C.H. ROBINSON WORLDWIDE, INC.
ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 2025

TABLE OF CONTENTS
 
 
  PART I Page
Item 1. Business
3

Item 1A. Risk Factors
15

Item 1B. Unresolved Staff Comments
21

Item 1C. Cybersecurity
21

Item 2. Properties
23

Item 3. Legal Proceedings
23

Item 4. Mine Safety Disclosures
23

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
24

Item 6. Reserved
25

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
26

Item 7A. Quantitative and Qualitative Disclosures about Market Risk
38

Item 8. Financial Statements and Supplementary Data
39

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
73

Item 9A. Controls and Procedures
73

Item 9B. Other Information
74

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
74

PART III
Item 10. Directors, Executive Officers, and Corporate Governance
74

Item 11. Executive Compensation
74

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
75

Item 13. Certain Relationships and Related Transactions, and Director Independence
75

Item 14. Principal Account ant Fees and Services
75

PART IV
Item 15. Exhibits and Financial Statement Schedules
75

Item 16. Form 10-K Summary
78

Signatures
79

2

Table of Contents

PART I

ITEM 1. BUSINESS
Overview
C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world, with consolidated total revenues of $16.2 billion in 2025. As a leader in Lean artificial intelligence (“AI”) supply chains, we deliver logistics like no one else. For more than a century, companies everywhere have looked to us to reimagine how goods move. We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more. With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably.
Operating throughout North America, Europe, Asia, Oceania, South America, and the Middle East, we help ensure the seamless delivery of goods across industries and continents. Our global suite of multimodal logistics services brings together the expertise of our people with custom technology differentiated by one of the largest datasets on shipments, routings, and carriers in the world.
The Robinson Operating Model is the foundation of our strategy, execution, and accountability throughout the organization. Rooted in Lean principles, it’s a disciplined approach to continuous improvement, driving operational effectiveness that allows us to deliver greater value to our customers. Accelerated speed in decision-making allows us to more quickly identify and pursue opportunities. Rigorous measurement allows for more strategic problem-solving and course correction.
We apply that same rigor to our innovation. Lean AI is our unique and disciplined method of applying artificial intelligence, at scale, to achieve tangible business results. Our innovations with AI , machine learning, and data science benefit our customers, contract carriers, and employees and help power our growth strategy. We have expanded the use of generative and agentic AI in our industry, creating proprietary technology to perform work that defied automation for decades. Our customers get better service, faster speed-to-market and more cost savings. The contract carriers in our network get hyper-customized load recommendations and optimized appointment times for pickup and delivery, helping them run their businesses more efficiently. AI also frees our people from repetitive, mundane tasks so they can focus on more strategic work. Our enhancements to our dynamic costing and pricing models are key contributors to expanding our operating margins and growing volume and market share.
Our proprietary technolog y connects 75,000 customers and 450,000 contract carriers. We work closely with a global network of transportation companies, including motor carriers, railroads, and ocean and air carriers. We utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. In 2025, our customers trusted us to manage approximately 37 million shipments and $23 billion in f reight. As an integral part of our transportation services, we also provide a wide range of value-added logistics services, such as freight consolidation, drop trailer, cross-border logistics, customs brokerage and trade compliance, supply chain consulting and design, and fully managed third-party logistics (“3PL”) and fourth-party logistics (“4PL”) solutions.

Our global team of supply chain experts, differentiated technology, and integrated product portfolio across ocean, air, rail, and truck shipping bring unique value to the marketplace. Our global perspective across all links in the supply chain is critical in supporting shippers through market volatility and global supply chain disruptions.
In addition to transportation and logistics services, we also provide sourcing services under the trade name Robinson Fresh ® (“Robinson Fresh”). Our sourcing services consist primarily of the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items.
Segment information. We have two reportable segments, North American Surface Transportation (“NAST”) and Global Forwarding, with our remaining operating segments reported as All Other and Corporate. The All Other and Corporate segment includes Robinson Fresh, Managed Solutions, Other Surface Transportation outside of North America, and other miscellaneous revenues and unallocated corporate expenses. See additional disclosure in Note 8, Segment Reporting , to our consolidated financial statements.
NAST provides transportation and logistics services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation brokerage services.
Global Forwarding provides transportation and logistics services through an international network of offices in North America, Europe, Asia, Oceania, South America, and the Middle East and also contracts with independent agents worldwide. The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage.
3

Table of Contents

Robinson Fresh provides sourcing services that primarily include the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. Robinson Fresh sources products from around the world.
In November 2024, we launched C.H. Robinson Managed Solutions™ to address a growing gap in the marketplace for shippers wanting seamless access to 4PL services, 3PL managed transportation, and transportation management system (“TMS”) technology from one provider. Consulting services, logistics optimization, and day-to-day logistics management services formerly offered through our TMC division are now offered through Managed Solutions.
Other Surface Transportation revenues were primarily earned by our Europe Surface Transportation operating segment. Europe Surface Transportation provided transportation and logistics services, including truckload and LTL transportation services, across Europe. The sale of our Europe Surface Transportation business was announced in July 2024 and closed in February 2025.
Sales
Transportation and Logistics Services
C.H. Robinson provides freight transportation and related logistics and supply chain services. Our services range from commitments on a specific shipment to much more comprehensive and integrated relationships. We execute these services by investing in and retaining talented employees, developing innovative proprietary systems and processes, and utilizing a network of contracted transportation providers, including, but not limited to, contracted motor carriers, railroads, and ocean and air carriers. We make a profit that is driven by the value we provide our customers and the resulting difference between what we charge to our customers for the totality of services provided to them and what we pay to the transportation providers to transport the freight.
We provide the following transportation and logistics services:
• Truckload: Through our contracts with motor carriers, we have access to dry vans, temperature-controlled vans, flatbeds, and bulk capacity. Through the use of our proprietary Navisphere ® platform, we connect our customers with contracted motor carriers that specialize in their transportation lanes and product types, and we help contracted motor carriers optimize the use of their equipment.
• LTL: LTL transportation involves the shipment of single or multiple pallets of freight. We primarily focus on shipments of a single pallet or larger, although we handle any size shipment. Through our contracts with motor carriers and the use of Navisphere, we consolidate freight and freight information to provide our customers with a single source of freight visibility. In many instances, we consolidate partial shipments for several customers into full truckloads.
• Ocean: As a licensed Non-Vessel Operating Common Carrier (“NVOCC”) and freight forwarder, we consolidate shipments, determine routing, select ocean carriers, contract for ocean shipments, and/or provide for local pickup and delivery of shipments.
• Air: As a certified Indirect Air Carrier (“IAC”) and freight forwarder, we organize air shipments and provide door-to-door service.
• Customs: Our customs brokers are licensed and regulated by U.S. Customs and Border Protection and other authoritative governmental agencies to assist importers and exporters in meeting regulatory and operational requirements governing imports and exports.
• Other Logistics Services: We provide intermodal transportation service, which is the shipment of freight in containers or trailers by a combination of truck and rail. In addition, we provide fee-based Managed Solutions, warehousing services, and other services.
Customers communicate their freight needs, typically on an order-by-order basis, to the C.H. Robinson team responsible for their account, either directly or through highly automated connections established between Navisphere and the customers’ transportation management system. The C.H. Robinson team then ensures all necessary information regarding each shipment is available in Navisphere. We use the information from Navisphere and other available sources to select the best contracted carrier based on factors such as their service score, equipment availability, freight rates, and other relevant factors.
Once the contracted carrier is selected, we receive the contracted carrier’s commitment to provide the transportation. During the time when a shipment is executed, we connect frequently with the contracted carrier to track the status of the shipment to meet the unique needs of our customers.
4

Table of Contents

For most of our transportation and logistics services, we are a service provider. By accepting the customer’s order, we accept certain responsibilities for transportation of the shipment from origin to destination. The carrier’s contract is with us, not the customer, and we are responsible for prompt payment of freight charges. In cases where we have agreed to pay for claims for damage to freight while in transit, we pursue reimbursement from the contracted carrier for the claims. In our Managed Solutions business, we are often acting as the shipper’s agent. In those cases, the carrier’s contract is typically with the customer, and we collect a fee for our services.
As a result of our logistics expertise, our technology, our global suite of services, and integrated modes of transportation, some of our customers have us handle all, or a substantial portion, of their freight transportation needs. Our dynamic costing and pricing m odels assist our employees in pricing our services to provide a profit to us for the totality of services performed for the customer. Our services to the customer may be priced on a spot market, or transactional basis, or prearranged contractual rates. Most of our contractual rate commitments are for one year or less and allow for renegotiation. As is typical in the transportation industry, most of these contracts do not include specific volume commitments. When we enter into prearranged rate agreements for truckload services with our customers, the underlying linehaul portion of the rate is usually accompanied by a fuel surcharge agreement that allows for fuel to primarily be a pass-through cost.
We purchase most of our truckload services from our contracted truckload carriers on a spot market, or transactional basis, even when we are working with the customer on a contractual basis. In some cases, we may get advance commitments from one or more contracted motor carriers to transport contracted shipments for the length of our customer contract or to provide transportation services within dense transportation lanes. In those cases where we have prearranged rates with contracted motor carriers, there is typically a calculated fuel surcharge based on a mutually agreed-upon formula.
While providing day-to-day transportation services, our employees often identify opportunities for additional logistics services as they become more familiar with our customers’ daily operations and the nuances of our customers’ supply chains. We offer a wide range of logistics services on a global basis that reduce or eliminate supply chain inefficiencies. We analyze customers’ transportation rate structures, modes of shipping, and carrier selection. We identify opportunities to consolidate shipments and centralize purchase order management for cost savings. We suggest ways to improve operating and shipping procedures and manage claims. We help customers minimize storage through transloading, crossdocking, drop trailer, and other flow-through operations. Many of these services are provided in connection with providing the freight transportation, based on the nature of the customer relationship. Our breadth of value-added services also includes supply chain consulting and design, analytics, customs brokerage and compliance, project logistics, warehousing, and cargo insurance—for which we are usually paid separately.
We have broadened our relationship with many of our customers by emphasizing integrated logistics solutions, resulting in our management of a greater portion of their supply chains. We often serve our customers through specially created teams and through multiple locations. Our transportation and logistics services are provided to numerous international customers through our worldwide network.
Transportation services accounted for approximately 95 percent of adjusted gross profits in 2025, 2024, and 2023. Adjusted gross profits is a non-GAAP financial measure calculated as total revenues less the total of purchased transportation and related services and the cost of purchased products sourced for resale. For additional information, see Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations .
The table below shows our adjusted gross profits by transportation mode, for the years ended December 31 (in thousands):
2025 2024 2023 2022 2021
Truckload $ 1,052,281  $ 1,072,691  $ 1,039,079  $ 1,561,310  $ 1,280,629 
LTL 609,736  572,169  550,373  632,116  523,365 
Ocean 432,874  519,970  420,883  729,839  711,223 
Air 136,695  135,901  123,470  198,166  225,286 
Customs 132,776  107,480  97,096  107,691  100,539 
Other Logistics Services 224,279  225,599  255,735  251,547  210,958 
Total $ 2,588,641  $ 2,633,810  $ 2,486,636  $ 3,480,669  $ 3,052,000 

5

Table of Contents

Sourcing
Since we were founded in 1905, we have been in the business of sourcing fresh produce. Much of our logistics expertise can be traced to our significant experience in handling produce and other perishable commodities. Because of its perishable nature, produce must be rapidly packaged, carefully transported within tight timetables, usually in temperature-controlled equipment, and quickly distributed to replenish high-turnover inventories maintained by our customers. In many instances, we consolidate an individual customer’s produce orders into truckload quantities at the point of origin and arrange for transportation of the truckloads, often to multiple destinations. Our sourcing customer base includes grocery retailers, restaurants, foodservice distributors, and produce wholesalers.
Our sourcing services include inventory forecasting and replenishment, brand management, and category development services. We have various national and regional branded-produce programs, including both proprietary brands and nationally licensed brands. These programs contain a wide variety of high quality, fresh bulk, and value-added fruits and vegetables. These brands have expanded our market presence and relationships with many of our retail customers. We have also instituted quality assurance and monitoring programs as part of our branded and preferred grower programs. Sourcing accounted for approximately five percent of our adjusted gross profits in 2025, 2024, and 2023.  
Customer Relationships
We work to establish long-term relationships with our customers and increase the amount of business done with each customer by providing them with a full range of logistics services and people on whom they can rely. During 2025, we served 75,000 customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries. During 2025, our largest customer accounted for approximately two percent of our consolidated total revenues. The number of customers we served worldwide declined from 83,000 in 2024 driven by the sale of our Europe Surface Transportation business.
We seek additional business from existing customers and pursue new customers based on our knowledge of the marketplace, our unique information advantage, and the range of logistics services we can provide. We believe our account management disciplines, expertise, tailored solutions, and technology enable our employees to better serve our customers by combining a broad knowledge of logistics and market conditions with a deep, data-driven understanding of the specific supply chain issues facing individual customers and specific industries.
Markets and Resources
Competition
The transportation services industry is highly competitive and fragmented. We compete against traditional and non-traditional logistics companies, including transportation providers that own equipment, third-party freight brokers, technology matching services, internet freight brokers, carriers offering logistics services, on-demand transportation service providers, NVOCCs, IACs, and freight forwarders. We also buy from and sell transportation services to companies that compete with us.
In our sourcing business, we compete with produce brokers, produce growers, produce marketing companies, produce wholesalers, and foodservice buying groups. We also buy from and sell produce to companies that compete with us.
6

Table of Contents

We often compete with respect to price, scope of services, or a combination thereof, but believe that our most significant competitive advantages are:
• People and relationships: Our knowledgeable, dedicated, and empowered people act as an extension of our customers’ teams to innovate and execute their supply chain strategies. Our large number of unique, strong relationships provide global connections and valuable market knowledge;
• Global suite of services: A wide and integrated selection of services and products, supported by regional and local expertise, provide our customers with consistent capacity and service levels;
• Scale: Our customers leverage our significant capacity, broad procurement options, global data insights, and substantial shipment volumes for better efficiency, service, and marketplace advantages;
• Lean AI, data, and technology: The combination of our expertise, scale, and tailored solutions gives our technology an edge. We have one of the largest datasets of shipments, routings, and carriers in the world. Generative AI and agentic AI are especially powerful in our hands, helping us unlock the value in our vast amount of data and create new proprietary technology that leads the industry forward. We use our data, data scientists, and data analysts to drive smarter solutions and products for our customers. Our proprietary Navisphere platform provides agility, flexibility, global visibility, easy integration, broad connectivity, and advanced security;
• Process: Proven processes and tailored solutions combine strategy with practical experience for customized action plans that succeed in the real world; and
• Stability: Our customers and our contract carriers rely on us to support critical elements of their business. Our financial strength, discipline, and consistent track record of success are a key foundation of our ability to sustainably meet their needs.
Proprietary Information Technology and Intellectual Property
Our technology is driving digital transformation in our industry and brings the value of Lean AI, machine learning, data science, and analytics to our customers to help solve their most complex logistics challenges. With approximately 800 technologists across product, data, engineering, and AI, we continue to make smart, talent-focused investments globally in this critical area and continue to build the next generation of tools and processes that are creating smarter, faster, better supply chains.
Using large language models, generative AI, and agentic AI, we have created proprietary technology that automates steps across the lifecycle of a shipment: from giving customers a price quote, to processing orders, to setting appointments for pickup and delivery. Transactions are performed in seconds, giving customers greater efficiency, speed-to-market, and cost savings while improving employee productivity, as measured by shipments per person per day.
Our fleet of more than 30 AI agents is integrated with Navisphere, our global, multimodal transportation management system. Navisphere is essential for serving our customers and contract carriers and for managing our business. Most of our global network operates on Navisphere, using it to match customer needs with supplier capabilities, to collaborate, and to access centralized support resources to complete all facets of a transaction. In 2025, we managed approximately 37 million shipments for 75,000 customers utilizing the more than 450,000 contract carriers on our platform.
Navisphere and our other technology help our employees service customer orders, select the optimal mode of transportation, build and consolidate shipments, identify appropriate carriers, and manage exceptions, all based on customer-specific service parameters. Our data estate and scale provide our organization with the business intelligence to support decision-making in all areas of our business.
Navisphere gives customers one place to purchase, manage, and track their freight transportation around the world. It allows them to communicate worldwide with parties in their supply chain across languages, currencies, and continents. It also offers sophisticated analytics, visibility, and data-driven tools to improve supply chain performance and meet increasing customer demands, including the following:
• Our advanced analytics tools use data science to turn customers’ raw freight data into valuable insights, surfacing trends in transportation performance and spend that can be used for decision-making in real time or over time. Analysis is provided down to the shipment and order level.
• Our advanced visibility tools allow our customers to see their freight across all modes and services globally in a single view. Details of shipment contents, shipment status, disruptions to shipments, and resulting adjustments to estimated
7

Table of Contents

time of arrival using AI are provided for the customer to manage their supply chain exceptions. Collaboration, intelligent notifications, and performance scorecards allow customers to manage their supply chain and identify inefficiencies.
• Navisphere Optimizer™ helps customers minimize the travel time, distance, and total miles of their freight, while maximizing their trailer utilization and savings. It is used during the transportation planning process and dynamically selects the right route with the right mode and right carrier on the right day.
Navisphere is also integrated into 44 third-party transportation management systems and/or enterprise resource planning systems, allowing our Dynamic Pricing Engine to directly deliver real-time quotes to customers when they have freight to be picked up or delivered. This eliminates the need for our customers to shop around and provides them an automated solution.
Enhancements to our dynamic costing and pricing models allow us to react to market signals more quickly and accurately. Through a combination of more inputs, an upgraded algorithm, and greater configurability, these proprietary data science models serve to optimize our purchasing of shipping capacity and the price we offer our customers.
Navisphere Carrier provides contracted motor carriers access to the functionality necessary to efficiently manage their relationships with C.H. Robinson. Contracted motor carriers can search and book available freight, provide online status updates, keep track of receivables, and upload scanned documentation. Many of our contracted motor carriers’ favorite features of Navisphere Carrier are also available through our Navisphere Carrier mobile application for Android ® and iOS ® mobile operating systems.
Freightquote ® by C.H. Robinson (“Freightquote”) is a web-based, mobile-responsive offering designed to streamline the shipping process for small business customers, allowing the booking of freight without any shipping knowledge or expertise. Freightquote’s small business customers can go online with their smart phone, tablet, or computer to book their LTL or truckload freight, track shipments, get proactive notifications, and pay for transportation services with a credit card.
We rely on a combination of cybersecurity, trademarks, copyrights, trade secrets, and nondisclosure and non-competition agreements to establish and protect our intellectual property and proprietary technology. Additionally, we have numerous registered trademarks, trade names, and logos in the United States and internationally. Our reliance on our intellectual property and proprietary technology subjects us to certain risks that, if realized, would negatively impact our operating results. For a description of such risks and their potential effect on our business, see Item 1A. of Part I, Risk Factors.
Relationships with Transportation Providers
We continually work on establishing contractual relationships with qualified transportation providers that meet both our and our customers’ service requirements to provide dependable services, favorable pricing, and available capacity during periods when demand for transportation equipment is greater than the supply. We own very little transportation equipment and do not employ the people directly involved with the delivery of our customers’ freight, so these relationships are critical to our success.

In 2025, more than 450,000 transportation providers were on our platform, the vast majority of which are contracted motor carriers. To strengthen and maintain our relationships with contracted motor carriers, our employees regularly communicate with them and try to assist them by increasing their equipment utilization, reducing their empty miles, and repositioning their equipment. To make it easier for contracted motor carriers to work with us, we send hyper-customized load recommendations to them directly, give them simple tools to make offers and instantly book loads, and provide financial services that make it easier to get paid. For those contracted motor carriers that would like to be paid faster than our standard terms, we offer cash advances of up to 60 percent upon picking up a load and, in exchange for a discount, expedited final payment upon proof of delivery.
Contracted motor carriers provide us access to dry vans, temperature-controlled vans, flatbeds, and bulk capacity. These contracted motor carriers are of all sizes, including owner-operators of a single truck, small and mid-size fleets, private fleets, and the largest national trucking companies. Consequently, we are not dependent on any one contracted motor carrier. In 2025, our largest truck transportation provider was less than one percent of our total cost of transportation, and contracted motor carriers that had fewer than 100 trucks transported approximately 72 percent of our truckload shipments. Every U.S. and Canadian motor carrier we do business with is required to execute a contract that establishes the motor carrier is acting as an independent contractor. At the time the contract is executed, and thereafter, through subscriptions with a third-party service, we confirm that each U.S. contracted motor carrier is properly licensed and insured, has the necessary federally issued authority to provide transportation services, and can provide the necessary level of service on a dependable basis. Our motor carrier contracts require the contracted motor carrier to issue invoices only to, and accept payment solely from, us for the shipments they transport under their contract with us and allow us to withhold payment to satisfy previous claims or shortages. Our
8

Table of Contents

standard contracts do not include volume commitments, and typically, the initial contract rate is modified each time we confirm an individual shipment with a contracted motor carrier.
In our NVOCC ocean transportation business, we have contracts with most of the major ocean carriers, which support a variety of service and rate needs for our customers. We negotiate annual contracts that establish the predetermined rates we agree to pay the ocean carriers. The rates are negotiated based on expected volumes from our customers in specific trade lanes. These contracts are often amended throughout the year to reflect changes in market conditions.
We operate both as a consolidator and as a transactional IAC in the United States and internationally. We select air carriers and provide for local pickup and delivery of shipments. We execute our air freight services through our relationships with air carriers, charter services, block space agreements, capacity space agreements, and transactional spot market negotiations. Through charter services, we contract part or all of an airplane to meet customer requirements. Our block space agreements and capacity space agreements are contracts for a defined time period. The contracts include fixed allocations for predetermined flights at agreed upon rates that are reviewed periodically throughout the year. The transactional negotiations afford us the ability to capture excess capacity at prevailing market rates for a specific shipment.
Seasonality
Our operating results have been subject to seasonal trends as a result of, or as influenced by, numerous factors, including national holidays, weather patterns, consumer demand, economic conditions, and other similar and subtle forces. Although seasonal changes in the transportation industry have not had a significant impact on our cash flow or results of operations, we expect this trend to continue, and we cannot guarantee that it will not adversely impact us in the future.
Government Regulation
Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the United States and similar governmental agencies in foreign countries in which we operate.
We are subject to licensing and regulation as a property freight broker and are licensed by the U.S. Department of Transportation (“DOT”) to arrange for the transportation of property by motor vehicle. The DOT prescribes qualifications for acting in this capacity, including certain surety bonding requirements. C.H. Robinson is also licensed under, and subject to regulation by, the Federal Maritime Commission (“FMC”) as an ocean transportation intermediary in the capacity as both a freight forwarder and NVOCC; we maintain separate bonds and licenses for each. We operate as a U.S. Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the International Air Transport Association (“IATA”) and federal regulations issued by the Transportation Security Administration (“TSA”). C.H. Robinson performs customs brokerage services pursuant to its customs brokerage license issued by U.S. Customs and Border Protection (“CBP”). As a licensed customs broker, C.H. Robinson has experience working with other government agencies that maintain jurisdiction over certain customs entries. We also hold Customs Trade Partnership Against Terrorism (“CTPAT”) certification with CBP as both a customs broker and NVOCC.
Although Congress enacted legislation in 1994 that substantially preempts the authority of states to exercise economic regulation of motor carriers and brokers of freight, some intrastate shipments for which we arrange transportation may be subject to additional licensing, registration, or permit requirements. We contractually require and rely on the motor carrier transporting the shipment to ensure compliance with these types of requirements. We, along with the contracted motor carriers on which we rely to arrange transportation services for our customers, are also subject to a variety of federal and state safety and environmental regulations. Although compliance with the regulations governing licensees in these areas has not had a materially adverse effect on our operations or financial condition in the past, there can be no assurance that such regulations or changes thereto will not adversely impact our operations in the future. Violation of these regulations could also subject us to fines, as well as increased claims liability.
We buy and sell fresh produce under licenses issued by the U.S. Department of Agriculture (“USDA”) as required by the Perishable Agricultural Commodities Act (“PACA”). Other sourcing and distribution activities may be subject to various federal and state food and drug statutes and regulations.
As a publicly traded company and issuer of stock, we are subject to and maintain compliance with various anti-corruption and anti-bribery statutes such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010, and certain other foreign countries’ equivalent statutes or programs in the countries in which we operate.
We are subject to laws and regulations in the United States and other countries concerning the handling of personal information, including laws that require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information. These laws and regulations include, for example, the European General Data Protection Regulation and
9

Table of Contents

the California Consumer Privacy Act. Regulatory actions or litigation seeking to impose significant penalties could be brought against us in the event of a data breach or alleged non-compliance with such laws and regulations.
Human Capital

At C.H. Robinson, our employees connect the world and power our transformation, creating value for our customers and contract carriers today and anticipating what they will need next. They are supply chain experts and problem solvers who act as strategic partners, leveraging scale, data, and expertise to solve challenges in global supply chains. Customers and carriers consistently identify our people as a key differentiator, citing the expertise that enables us to deliver speed, simplicity, quality, and clarity in every interaction.

Our employees bring our enterprise strategy and the Robinson Operating Model to life through The Robinson Way, a culture framework that aligns our purpose, customer promise, and behavioral advantages (Authentic, Persistent, Accountable, Curious, United). This framework emphasizes delivering exceptional service and high value through our expertise, scale, and tailored solutions while embracing innovation and continuous improvement. The Robinson Way provides clarity on how every role contributes to our success and inspires a sense of purpose and direction in a rapidly evolving supply chain landscape. It reinforces forging lasting relationships with integrity and respect; committing to executional excellence; owning successes and failures; challenging the status quo; and working together to raise the bar through smarter, faster, and simpler ways of working. This framework aligns employees with the company’s strategic goals and creates a high-performance culture of engagement, recognition, and continuous improvement, enhancing career growth and job satisfaction while driving innovation and speed.

We attract, retain, and reward exceptional talent through a performance culture grounded in purpose and a commitment to career development, growth, and innovation. As a service company, success depends on creating an environment where people are empowered to succeed, grow, and innovate.

We are a global company with a large and varied customer and contract carrier base. We work with 75,000 customers across a wide variety of industries, with 450,000 contract carriers on our platform. As of December 31, 2025, we had a total of 11,855 employees in 37 countries. Our employees speak 70 languages and encompass four generations in the workplace. Our success depends on a workforce that reflects the communities where we live and work—and the diversity of our customers and contract carriers. This alignment strengthens relationships and drives meaningful impact across the global supply chain. We harness the unique perspectives, skills, and experiences of our global network of supply chain experts to fuel innovation, strengthen collaboration, and build a team positioned to win in a rapidly changing market. This approach delivers smarter solutions for customers, contract carriers, and growers, creating a competitive edge in attracting and retaining top talent.
Oversight and Governance

Our Board of Directors and Talent and Compensation Committee oversee our human capital management efforts. They receive regular updates from our Chief Human Resources and Environmental, Social, and Governance (“ESG”) Officer on key talent strategy initiatives, success measurements, and other relevant matters including hiring, retention, culture, employee engagement, succession planning, leadership, compensation, and benefits.
Our People

Our global workforce includes 11,855 employees and 761 contingent workers, as presented below. We have 9,899 network employees, while the remaining employees support functions such as Advanced Analytics and Data Science, Communications and Marketing, Finance, Human Resources, Legal, Product, and Technology and Engineering. Among our employees, 99 percent work full-time hours.
The following table illustrates our employee count by global region as of December 31, 2025: 

North America Europe Asia and the Middle East Oceania South America Total
Network employees 7,305  812  1,249  313  220  9,899 
Shared services employees 1,448  271  193  18  26  1,956 
Total Employees
8,753   1,083   1,442   331   246   11,855  
Contingent workers 642  5  78  9  27  761 

10

Table of Contents

Talent Acquisition, Engagement, and Retention
C.H. Robinson attracts, engages, and retains top talent by combining our reputation for supply chain expertise with advanced technology, meaningful career opportunities, and a high performance culture grounded in innovation, continuous improvement, and inclusion. We use data-driven recruitment strategies and targeted marketing to strengthen our talent brand and drive a high-quality pipeline of candidates aligned with our strategic goals. We seek individuals who embody our behavioral advantages while demonstrating adaptability, collaboration, and a passion for solving complex challenges with speed, simplicity, quality and clarity.
Lean AI and how our people leverage it, is a key part of how we’re building a smarter and faster C.H. Robinson. Lean AI has become a talent differentiator, starting with the hiring process. We explore how candidates leverage AI during interviews to help us identify continuous learners and innovators. We then put Lean AI technology in the hands of our employees and are investing in the development of critical skills to make their work efficient and allow them to deliver more impact. Lean AI is rapidly accelerating how our people solve problems, drive growth, and deliver more value to our customers and carriers. Our strategy and operating model are the engine, and Lean AI is our accelerator. Together, they help us solve problems, drive growth, and deliver more value to our customers and carriers.
Our employee turnover ratio in 2025, which is calculated as the number of employees who departed in the 12 months ended December 31, 2025, divided by the average number of employees in the 12 months ended December 31, 2025, was 19 percent. We actively drive retention by focusing on top drivers for our employees, including compensation, work-life balance, and career growth opportunities. This has enabled us to maintain a voluntary turnover rate of 11 percent, lower than companies of similar size and industry.
We regularly survey our employees and engage in focus groups to better understand what they value and how we can continuously enhance their experience. Our 2025 engagement survey generated a 76 percent engagement score. Survey feedback underscores that our employees are aligned with our strategic direction, committed to continuous improvement, ready to learn and work with AI tools, and trust our leaders to guide them through change.
Onboarding and Development
We grow and develop leaders and employees by offering opportunities for early-career talent and seasoned experts to work on complex, strategic projects that shape global supply chains and deliver value for some of the world’s largest companies. Our talent model prioritizes developing talent and leaders and building expertise, recognizing that experience, knowledge, and relationships compound over time to drive innovation and competitive advantage.
We take a strategic approach to developing great leaders, leveraging our scale, global footprint, and deep relationships to create leaders who can navigate complexity and deliver with speed, simplicity, and clarity. At C.H. Robinson, 79 percent of our people leaders have been with us for more than five years, and over half for more than 10 years, a testament to our commitment to career growth and retention. We identify strong talent early and use a defined success profile to illustrate what excellence looks like at C.H. Robinson. We use data driven insights to measure leadership effectiveness and optimize performance through our operating model, technology tools, and culture, ensuring our employees are supported by strong, knowledgeable leaders.
Our onboarding process provides employees with clarity on our culture, strategy, and growth opportunities. It includes training on our operating model, proprietary technology systems, customer service philosophy, and differentiating behaviors. Onboarding is followed by on-the-job training and ongoing performance and development conversations to reinforce learning and accelerate growth.
Throughout their careers, employees have access to a digital learning platform that supports continuous development through a variety of in-person and virtual leadership development and skill-building programs. Employees can explore career paths through an online resource center that provides resources for performance, development, and recognition, empowering them to own their growth journey.
Wellness, Benefits, and Compensation
At C.H. Robinson, we take a comprehensive view of supporting our employees’ health and wellbeing. Our total rewards strategies support employees’ health, wealth, and self, incorporating market-competitive pay and comprehensive benefit programs for all global employees.
We are committed to creating and maintaining a safe and secure workplace for all employees. Our safety efforts across divisions and regions are united by the warehouse environmental, health, and safety policy, which is publicly available in the company’s global Code of Ethics.
11

Table of Contents

We deliver highly competitive and meaningful benefit programs designed to meet the needs of our global workforce. Our benefit programs include healthcare, retirement benefits, and an employee assistance program in various global locations, providing additional no-cost access to behavioral health benefits and counseling. Benefits are reviewed annually to ensure competitiveness and clarity, incorporating employee feedback to meet a variety of needs.
Our compensation programs are designed to align with company goals and drive sustainable, profitable growth. Incentives are performance-based and emphasize an ownership mentality, rewarding employees for delivering customer value, growing market share, and expanding margins. Enterprise bonus plans use financial measures tied to strategic priorities, and compensation incorporates individual, team, and enterprise performance for accountability and consistency. For customer-facing roles, incentives balance volume and margin. Increased compensation transparency strengthens the link between pay and performance and provides visibility into career opportunities.
Our equity program is an important part of how we stay competitive from a total compensation perspective, as it incentivizes and rewards leadership for sustained enterprise performance. In our equity program, we grant equity to about 11 percent of our employees. Additionally, 36 percent of eligible employees participate in our employee stock purchase plan. Both aspects contribute to our internal ownership being broad and deep. Refer to Note 6, Capital Stock and Stock Award Plans, to our consolidated financial statements for further discussion related to our equity award plan design.
Community Engagement
C.H. Robinson and the C.H. Robinson Foundation invest in organizations that support our people, strengthen our industry, and make a positive impact on communities around the globe. Our community engagement work is also a key part of our culture and how we engage and develop our people.
We provide support through grantmaking for our industry and communities, scholarship programs, disaster relief and humanitarian aid, and employee-driven philanthropy to support the organizations our people care about most.
Environmental Sustainability
We prioritize work that drives long-term growth for the business by aligning with our enterprise strategy and stakeholder needs. We focus our sustainability efforts in three areas: helping customers meet their sustainability goals, working to reduce our own greenhouse gas emissions, and contributing to advancements in sustainability within the transportation industry.
The C.H. Robinson business model is based on finding efficiencies and reducing waste across supply chains. Our scope and scale, combined with our supply chain experts and advanced technology, position us to help our customers report and reduce emissions to meet sustainability-related goals and comply with associated regulations. We are also proud to have joined multiple industry coalitions that advance the scalability of infrastructure alongside the Smart Freight Centre, our peers, our shippers, and our contract carriers in 2025. The company’s Alternative Fuel Program is now available across all modes, providing shippers with access to alternative fuels or advanced technology around the world. Since the launch of our program, C.H. Robinson has logged more than 3 million miles on alternative fuels and electric vehicles.
Additionally, Robinson Fresh focuses on reducing waste through innovative technologies and sustainable packaging options across our product portfolio. Our proactive management of supply networks enables us to create more sustainable, efficient, and flexible supply chains that support both our customers’ needs and the long-term viability of fresh produce sourcing and the logistics industry.
We measure and report on our Scope 1, 2, and 3 emissions in our annual sustainability report, and disclose the results of climate scenario analysis through the company’s annual climate risk report, updated mid-year. In 2023, we announced the completion of our science-aligned, below 2°C goal to reduce our Scope 1 and 2 carbon intensity by 40 percent by 2025. Not only did we exceed our goal, but we were also proud to accomplish this work two years early. We expect to continuously evolve and improve our greenhouse gas reporting and management.
As a leader in our industry, we collaborate with non-profit and academic institutions on supply chain sustainability topics, including sponsorship of research and participation in working groups focused on innovation within the transportation industry.
Additional information about our human capital management and environmental sustainability initiatives, goals, and achievements are available in the sustainability report or climate risk report available on our website; however, neither the sustainability report nor the climate risk report are incorporated by reference in, and are not a part of, this Annual Report on Form 10-K.
12

Table of Contents

Information about our Executive Officers
The Board of Directors designates the executive officers annually. Below are the names, ages, and positions of the executive officers as of February 13, 2026:
Name   Age
Position
David P. Bozeman 57 President and Chief Executive Officer
Dorothy G. Capers 64 Chief Legal Officer and Corporate Secretary
Michael Castagnetto 49 President of NAST
Angela K. Freeman 58 Chief Human Resources and ESG Officer
Damon Lee 48 Chief Financial Officer
Arun Rajan 57 Chief Strategy and Innovation Officer
Michael J. Short 55 President of Global Freight Forwarding

David P. Bozeman was named the President and Chief Executive Officer in June 2023. Prior to joining C.H. Robinson, Dave served as Vice President, Ford Customer Service Division, and Vice President, Enthusiast Vehicles, for Ford Blue of Ford Motor Company, an automobile manufacturer, a position he held since August 2022. Prior to joining Ford, Dave was Senior Vice President, Amazon Transportation Services of Amazon.com, Inc., an electronic commerce and cloud computing company, from February 2017 to August 2022. Dave previously held leadership positions of increasing responsibility at Caterpillar Inc. and Harley-Davidson, Inc. He currently serves on the board of directors for 3M Company, the Brookings Institution, and the Conservation Fund. Dave holds a Master of Science degree in Engineering Management from the Milwaukee School of Engineering and a Bachelor of Science degree in Manufacturing Design from Bradley University.

Dorothy G. Capers was named Chief Legal Officer and Corporate Secretary in May 2025. Prior to joining C.H. Robinson, Dorothy served as Senior Vice President and General Counsel at Xylem Inc., a global water technology company, from February 2022 to May 2025, and as Executive Vice President and Global General Counsel at National Express Group, a multinational transportation company, from March 2018 to March 2022. Earlier in her career, she held legal leadership roles at US Foods, Inc., and served as Deputy Corporation Counsel for the City of Chicago and as a prosecutor for the Cook County State’s Attorney’s Office. Dorothy currently serves on the Board of the Chicago State University Foundation. She holds a Juris Doctor degree from Howard University School of Law and a Bachelor of Arts degree from the University of Illinois.
Michael Castagnetto was promoted to President of NAST in February 2024. Prior executive and management positions with the company include NAST Vice President of Customer Success from January 2023 to January 2024, Robinson Fresh President, from January 2020 to December 2022 and other management roles of increasing responsibility since 2013. Prior to these roles, Michael held various customer-facing roles within the company. He began his career with C.H. Robinson through the company’s acquisition of FoodSource, Inc., in 2005. He is a board member of the Angel Foundation. He holds a Bachelor of Arts degree from Saint Mary’s College of California.
Angela K. Freeman was named Chief Human Resources Officer in January 2015, and in October 2019, also became ESG Officer. She additionally serves as the Chair of the Board of the C.H. Robinson Foundation. Prior to her current roles, she served as Vice President of Human Resources from August 2012 to December 2014 and Vice President of Investor Relations and Public Affairs from January 2009 to August 2012. Previous positions at C.H. Robinson include Director of Investor Relations and Director of Marketing Communications. In addition to her responsibilities at C.H. Robinson, Angela currently serves on the Board of Directors of the Aebi Schmidt Group, and on the Board of the University of North Dakota Alumni Association & Foundation. Prior to joining C.H. Robinson in 1998, Angela was with McDermott/O’Neill & Associates, a Boston-based public affairs firm. Angela holds a Bachelor of Arts degree and a Bachelor of Science degree from the University of North Dakota and a Master of Science degree from the London School of Economics.
Damon Lee was named Chief Financial Officer in June 2024. Previously, he served as Vice President and Chief Financial Officer of GE Commercial Engines and Services, the largest division of GE Aerospace, from August 2022 to May 2024, and as Vice President and Chief Financial Officer, Commercial Services of GE Aerospace from May 2021 to August 2022. Prior to joining GE Aerospace, Damon served as Vice President of Finance (CFO), Electrical Distribution Systems at Aptiv Corporation PLC from July 2018 to June 2021. He previously held positions of increasing responsibility at Precision Castparts Corp., Eaton Corporation plc, Newell-Rubbermaid (now Newell Brands Inc.), Ingersoll Rand Inc., and Mattel, Inc. Damon holds a Bachelor of Science degree and Master of Business Administration degree, both from Murray State University.
Arun Rajan was named Chief Strategy and Innovation Officer in June 2024. He previously served as the Company’s Chief Operating Officer from October 2022 to June 2024, leading the Product, Technology, Data Science, Analytics, and Marketing organizations at C.H. Robinson. Arun joined C.H. Robinson as Chief Product Officer in September 2021. Prior to joining
13

Table of Contents

C.H. Robinson, Arun was the Chief Technology Officer of Whole Foods Market, part of Amazon, from September 2019 to July 2021. Arun also held leadership positions at Zappos, an online retail company, through its acquisition by Amazon, serving as Chief Operating Officer from April 2015 to August 2019, Acting Chief Operating Officer from September 2014 to March 2015, and Chief Technology Officer from 2009 to 2013. Prior to Zappos, Arun’s leadership roles included serving as the Chief Technology Officer of One Kings Lane in San Francisco, Co-founder and Chief Technology Officer of New York City’s Intent Media, Chief Technology Officer of Travelocity Europe and LastMinute.com in London, and Co-Founder and Chief Technology Officer of ITRadar.com in Minneapolis, Minnesota. Arun holds a Bachelor of Science degree in Computer Science from Pittsburgh State University and a Master of Science degree in Information Systems Management from the University of Arizona.
Michael J. Short was named President of Global Freight Forwarding in May 2015. He joined C.H. Robinson through the company’s acquisition of Phoenix International in 2012 and is a veteran of the global forwarding industry. Prior to being named President of Global Freight Forwarding, Michael served as Vice President, Global Forwarding – North America. Prior to joining C.H. Robinson, he held a number of roles at Phoenix International, including Regional Manager, Sales Manager, and General Manager of the St. Louis office. He holds a Bachelor of Science degree from the University of Missouri.
Investor Information
We were reincorporated in Delaware in 1997 as the successor to a business existing, in various legal forms, since 1905. Our corporate office is located at 14701 Charlson Road, Eden Prairie, Minnesota, 55347-5088, and our telephone number is (952) 937-8500. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Proxy Statement, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website (www.chrobinson.com) as soon as reasonably practicable after we electronically file the material with the Securities and Exchange Commission. Information contained on our website is not part of this report.
Cautionary Statement Relevant to Forward-Looking Information
This Annual Report on Form 10-K, including our financial statements, Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of Part II of this report, and other documents incorporated by reference, contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Form 10-K and in our other filings with the Securities and Exchange Commission, in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of any of our executive officers, the words or phrases “believes,” “may,” “could,” “will,” “expects,” “should,” “continue,” “anticipates,” “intends,” “will likely result,” “estimates,” “projects,” or similar expressions and variations thereof are intended to identify such forward-looking statements.
Except for the historical information contained in this Form 10-K, the matters set forth in this document may be deemed to be forward-looking statements that represent our expectations, beliefs, intentions, or strategies concerning future events. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and ability to achieve our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence upon and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business, including reliance on third-party platforms and cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently manage divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations, including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of AI technologies; and other risks and uncertainties, including those described in Item 1A, Risk Factors. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update these statements in light of subsequent events or developments.

14

Table of Contents

ITEM 1A. RISK FACTORS
The following are material factors that could affect our financial performance and could cause actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Annual Report on Form 10-K. We may also refer to this disclosure to identify factors that may cause actual results to differ from those expressed in other forward-looking statements, including those made in oral presentations such as telephone conferences and webcasts open to the public.
Business environment and competition risk factors
Economic recession could have a significant, adverse impact on our business.  The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recessions, downturns in business cycles of our customers, interest rate fluctuations, currency fluctuations, and other economic factors beyond our control. Deterioration in the economic environment subjects our business to various risks, which may have a material and adverse impact on our operating results and cause us to not reach our long-term growth goals:
• Decrease in volumes: A reduction in overall freight volumes in the marketplace may reduce our opportunities for growth. A significant portion of our freight is comprised of transactional or spot market opportunities. The market may be impacted by supply chain disruptions, overall economic conditions, or changes in trade policies such as tariffs. In addition, if a downturn in our customers’ business cycles causes a reduction in the volumes of freight shipped by those customers, particularly in the retail, food, beverage, automotive, industrial, manufacturing, housing, chemicals, or technology industries, our operating results could be adversely affected.
• Credit risk and working capital: Some of our customers may face economic difficulties and may not be able to pay us, and some may go out of business. In addition, some customers may not pay us as quickly as they have in the past, which may cause our working capital needs to increase.
• Transportation provider failures: A significant number of our contracted transportation providers may go out of business, and we may be unable to secure sufficient equipment or other transportation services to meet our commitments to our customers.
• Expense management: We may not be able to appropriately adjust our expenses to changing market demands. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it may be more difficult to match our staffing levels to our business needs. In addition, we have other expenses that are fixed for a period of time, and we may not be able to adequately adjust them in a period of rapid change in market demand.
Higher carrier prices may result in decreased adjusted gross profit margin and increases in working capital. Carriers can be expected to charge higher prices if market conditions warrant or to cover higher operating expenses. Our adjusted gross profits and income from operations may decrease if we are unable to increase our pricing to our customers. Increased demand for over the road transportation services and changes in regulations may reduce available capacity and increase motor carrier pricing. In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a loss. As our volumes increase or we increase freight rates charged to our customers, the resulting increase in revenues may increase our working capital needs due to our business model, which generally has a higher length of days sales outstanding than days payables outstanding. Adjusted gross profit margin is a non-GAAP financial measure calculated as adjusted gross profits divided by total revenues. For additional information, see Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Changing fuel costs and interruptions of fuel supplies may have an impact on our adjusted gross profit margin. In our truckload transportation business, fluctuating fuel prices may result in a decreased adjusted gross profit margin. While our different pricing arrangements with customers and contracted motor carriers make it very difficult to measure the precise impact, we believe fuel costs essentially act as a pass-through cost to our truckload business. In times of fluctuating fuel prices, our adjusted gross profit margin may also fluctuate.
15

Table of Contents

Our dependence on third parties to provide equipment and services may impact the delivery and quality of our transportation and logistics services. We do not employ the people directly involved in delivering our customers’ freight. We depend on independent third parties to provide truck, rail, ocean, and air services and to report certain events to us, including but not limited to, shipment status information and freight claims. These independent third parties may not fulfill their obligations to us, or our relationship with these parties may change, which may prevent us from meeting our commitments to our customers. Our reliance on these third parties also could cause delays in reporting certain events, including recognizing claims. In addition, if we are unable to secure sufficient equipment or other transportation services from third parties to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently. Many of these risks are beyond our control, including:
• equipment and driver shortages in the transportation industry, particularly among contracted motor carriers;
• changes in regulations impacting transportation;
• disruption in the supply or cost of fuel;
• reduction or deterioration in rail service;
• geopolitical factors that may limit the availability of certain carriers;
• the introduction of alternative means of transporting freight; and
• unanticipated changes in freight markets.
We face substantial industry competition, including impacts from technological disruption and automation adoption. We operate in an intensely competitive transportation and logistics industry, facing both traditional and non-traditional competitors, including asset-based carriers, third-party freight brokers, technology-driven matching platforms, internet freight brokers, carriers offering logistics services, and on-demand transportation providers. Customers may also choose to bring certain services in-house, and we often buy and sell transportation services from and to many of our competitors. Increased competition could reduce our market opportunities, create downward pressure on freight rates, and adversely affect our adjusted gross profits and income from operations. In some instances where we have entered into contract freight rates with customers, changes in market conditions could require us to provide transportation services at a loss.
The industry is undergoing rapid technological change, including the emergence of disruptive technologies and accelerated adoption of automation and AI. Competitors are leveraging advanced digital platforms, AI-driven freight matching, and automation to improve efficiency and reduce costs. If we fail to maintain the pace, scale, or quality of automation and AI adoption, we may be unable to achieve our strategic goals for operational efficiency and digital transformation. Inability to keep up with these advancements could increase our cost to serve customers, reduce productivity and negatively impact our ability to compete. Delays in implementing new systems or integrating emerging technologies into our workflows may also lead to higher operating expenses and missed opportunities for growth. If we cannot effectively respond to competitive pressures and technological disruption, our business, financial condition, and results of operations could be materially and adversely affected.
Our earnings may be affected by seasonal changes or significant disruptions in the transportation industry. Results of operations for our industry generally show a seasonal pattern as customers reduce shipments during and after the winter holiday season. We believe this historical pattern has been the result of, or influenced by, numerous factors, including national holidays, weather patterns, consumer demand, economic conditions, and other similar and subtle forces. Although seasonal changes in the transportation industry have not had a significant impact on our cash flow or results of operations, we expect this trend to continue, and we cannot guarantee it will not adversely impact us in the future. The transportation industry may also be significantly impacted by disruptions such as port congestion and the availability of transportation equipment, as well as factors such as labor shortages, fuel prices, shifts in consumer demand toward more locally sourced products, and regulatory changes. These disruptions may impact the growth rates within the global logistics industry and our ability to provide transportation services for our customers, each of which may adversely impact our results of operations and operating cash flows.
We may be unable to identify or complete suitable acquisitions and investments. We may acquire or make investments in complementary businesses, products, services, or technologies. We cannot guarantee we will be able to identify suitable acquisitions or investment candidates. Even if we identify suitable candidates, we cannot guarantee we will make acquisitions or investments on commercially acceptable terms, if at all. The timing and number of acquisitions we pursue may also cause volatility in our financial results. In addition, we may incur debt or be required to issue equity securities to pay for future acquisitions or investments. The issuance of any equity securities could be dilutive to our stockholders.
16

Table of Contents

Our sourcing business is dependent upon the supply and price of fresh produce. The supply and price of fresh produce is affected by weather and growing conditions, including but not limited to, flood, drought, freeze, insects, disease, and other conditions over which we have no control. Commodity prices can be affected by shortages or overproduction and are often highly volatile. If we are unable to secure fresh produce to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently. To assure access to certain commodities, we occasionally make monetary advances to growers to finance their operations. Repayment of these advances is dependent upon the growers’ ability to grow and harvest marketable crops.
Company risk factors
We rely on technology to operate our business, with the majority of our operating systems developed internally and supplemented by third-party technology, which may subject us to cybersecurity events and disruptions. Our continued success depends on the effective operation and adaptation of these systems to meet the evolving needs of our customers and users. The automation of existing processes and the use of third-party technology and cloud network capacity may increase our exposure to cybersecurity risks and system availability reliance. We depend on our technology staff and third-party vendors to implement changes and maintain our systems efficiently. Failure to maintain, protect, and enhance our operating systems could result in a competitive disadvantage and loss of customers.
We process and maintain confidential, proprietary, personal, and sensitive information, including financial and business data. Our information technology systems, devices, storage, and applications, as well as those maintained by third-party providers, are vulnerable to damage, disruptions, and shutdowns due to cyberattacks, ransomware, malware, phishing, denial of service attacks, and other unauthorized access attempts. These incidents have occurred in the past and may happen again, potentially causing material service outages, inappropriate access, or other significant business interruptions. The frequency and sophistication of cyberattacks have increased globally, making it challenging to anticipate and prevent such events or mitigate their effects. Additionally, we may not immediately detect these incidents.
Given the interconnected nature of the supply chain and our significant industry presence, we may be an attractive target for cyberattacks. Many aspects of our operations depend on third-party networks and systems, which are also susceptible to cyber risks. While we have dedicated resources for security, privacy, and incident response, our processes may not be adequate to prevent or limit harm or to remediate incidents promptly.
A failure to prevent a cyberattack that impacts the performance, reliability, security, and availability of our systems could result in service interruptions, operational difficulties, inability to retain or attract customers, loss of revenues or market share, expose us to legal claims and government actions, liability to customers, reputational damage, and increased service and maintenance costs. Addressing these issues could be costly, and our insurance coverage may not be sufficient to cover all liabilities. These impacts could adversely affect our financial condition, results of operations, and growth prospects.
Our international operations subject us to operational, financial, and data privacy risks. We provide services within and between foreign countries on an increasing basis. Our business outside of the United States is subject to various risks, including:
• changes in tariffs, trade restrictions, trade agreements, and taxations. In 2025, the United States government made significant changes to our national trade policy, including imposing tariffs on certain goods imported into the United States. The tariffs impacted our Global Forwarding business in 2025, most significantly in the second quarter of 2025, with volatile market conditions causing global demand fluctuations and lower volumes. Changes in United States trade policy, including tariffs on certain imported goods, could continue to increase our costs and disrupt global supply chains. These actions, and any retaliatory measures by other countries, may lead to higher transportation costs and reduced demand, resulting in potential loss of freight volume. Additionally, heightened customs requirements could delay shipments and require significant internal resources, increasing operating expenses and negatively impacting our ability to serve customers efficiently. If we cannot mitigate these challenges, our business, financial condition, and results of operations could be materially affected;
• difficulties in managing or overseeing foreign operations and agents;
• limitations on the repatriation of funds because of foreign exchange controls;
• different liability standards;
• intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the United States;
17

Table of Contents

• issues related to non-compliance with laws, rules, and regulations in the countries in which we operate including, among others, those promulgated by the United States Office of Foreign Assets Control (“OFAC”) related to sanctions and embargoes and the United States Foreign Corrupt Practices Act related to bribery and corruption. Failure to comply could result in reputational harm, substantial penalties, and operational restrictions; and
• global laws and regulations regarding the collection, use, processing, and transfer of personal information may impact our services by imposing restrictions on processing, increasing legal claim liability, and increasing regulatory scrutiny and fines. These requirements continue to evolve and vary by region and regime, which increases the risk of noncompliance and impacts operations, including additional expenses and resources necessary to manage compliant operations.
The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region.
As we continue to expand our business internationally, we expose the company to increased risk of loss from foreign currency fluctuations, as well as longer accounts receivable payment cycles. Foreign currency fluctuations could result in currency exchange gains or losses or could affect the book value of our assets and liabilities. Furthermore, we may experience unanticipated changes to our income tax liabilities resulting from changes in geographical income mix and changing international tax legislation. We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects.
Our ability to appropriately staff and retain employees is important to our business model. Our continued success depends upon our ability to attract and retain motivated logistics professionals. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it may be more difficult to match our staffing level to our business needs. We cannot guarantee we will be able to continue to hire and retain a sufficient number of qualified personnel. In addition, macroeconomic factors impacting the labor market may result in higher costs to hire and retain qualified personnel. Because of our comprehensive employee training program, our employees are attractive targets for new and existing competitors. Our continued success depends significantly on our ability to develop talented employees and prepare them for leadership roles.
We use, and may continue to expand our use of, machine learning and AI technologies to deliver our services and operate our business. We leverage machine learning and AI technologies to enhance operational efficiency, automate processes, and improve the customer experience across our logistics platform. If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers, programmers, and cybersecurity personnel, we may face a competitive disadvantage. At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, privacy and compliance issues, ethical concerns, confidentiality, reputational harm, and security risks. It is not possible to predict all of the risks related to the use of AI, and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to additional legal liability. The cost of complying with laws and regulations governing AI could be significant and would increase our operating expenses, which could adversely affect our business, financial condition, and results of operations. Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in efforts to further incorporate AI into our processes.
We derive a significant portion of our total revenues and adjusted gross profits from our largest customers. During 2025 , our top 100 customers based on total revenue comprised approximately 40 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately 28 percent of our consolidated adjusted gross profits. Our largest customer comprised approximately two percent of our consolidated total revenues. The sudden loss of major customers could materially and adversely affect our operating results.
We may be subject to the negative impacts of climate change, which could adversely impact our business and financial results. The potential impacts of climate change may subject us to various risks, including:
• physical risks such as extreme weather conditions or other types of weather events, which could disrupt our operations;
• compliance costs and transition risks such as increased regulation on us and on our contracted transportation providers; and
• reputational and strategic risks due to shifts in customer demands such as customers requiring more fuel-efficient transportation, autonomous transportation modes, or increased transparency to carbon emissions in their supply chains.
18

Table of Contents

Such impacts may disrupt our operations by adversely affecting our ability to procure services that meet regulatory or customer requirements and may negatively affect our results of operations, cash flows, and financial condition.
We may have difficulties integrating acquired companies or efficiently managing divestitures. For acquisitions, success depends upon efficiently integrating the acquired business into our existing operations. If we complete a large acquisition or multiple acquisitions within a short period of time, we may experience heightened difficulties integrating the acquired companies. We are required to integrate these businesses into our internal control environment, which may present challenges that are different than those presented by organic growth and that may be difficult to manage. If we are unable to successfully integrate and grow these acquisitions and to realize contemplated revenue synergies and cost savings, our business, prospects, results of operations, financial position, and cash flows could be materially and adversely affected.
Divestiture activity poses risks, and success depends upon efficiently managing the transition process. Failure to do so includes potential risks, including disruption to our core operations, failure to deliver the anticipated value for shareholders, diverting management’s attention from other strategic initiatives, negative impacts on our customer and contract carrier relationships, and the loss of key employees. The inability to successfully manage these risks may result in higher operating expenses, lost revenues, or other negative effects on earnings and our financial results.
Our growth and profitability may not continue, or we may not achieve our long-term growth targets, which may result in a decrease in our stock price. There can be no assurance that our long-term growth targets will be achieved or that we will be able to effectively adapt our management, administrative, and operational systems to respond to any future growth. Future changes in and expansion of our business, or changes in economic or political conditions, could adversely affect our operating margins. Slower or less profitable growth or losses could adversely affect our stock price.
Our indebtedness could adversely impact our financial condition and results of operations. Significant adverse economic and industry conditions could negatively affect our ability to pay principal and interest on our debt and limit our ability to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases, or other investments. If we are unable to generate sufficient cash flows to satisfy our debt obligations or refinance these debt obligations with commercially acceptable terms, it may adversely impact our financial position and results of operations. We may be unable to comply with the various restrictions and covenants under our indebtedness, which may result in default and our outstanding indebtedness may become immediately due and payable and adversely impact our financial position.
We may be adversely impacted by changing interest rates. We are exposed to changes in interest rates, primarily on our short-term debt that carries floating interest rates. Interest rates are highly sensitive to many factors, including governmental monetary policies, economic conditions, and other factors beyond our control. A significant increase in interest rates could adversely impact our financial position and results of operations.
Governmental, regulatory, and legal risk factors
Changes to income tax regulations in the United States and other jurisdictions where we operate may increase our tax liability. We are subject to income taxes in the United States and other jurisdictions where we operate. Changes to income tax laws and regulations in any of the jurisdictions where we operate could adversely affect our overall tax liability. The Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum 15 percent tax rate on certain multinational enterprises, commonly referred to as Pillar Two. Many non-U.S. tax jurisdictions have either enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024, including the European Union Member States, with the adoption of additional components in later years, or announced their plans to enact legislation in future years. We are subject to these rules in certain jurisdictions in which we operate, and any expected tax impacts have been included in our results. Some of these legislative changes could impact our effective tax rate and tax liabilities. Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two could adversely impact our effective tax rate, financial position, and results of operations.
We are subject to claims arising from our transportation operations. We use the services of thousands of third-party transportation companies in connection with our transportation operations. From time to time, the drivers employed and engaged by the motor carriers with which we contract are involved in accidents, which may result in serious personal injuries. The resulting types and/or amounts of damages may be excluded by or exceed the amount of insurance coverage maintained by the contracted motor carrier. We contractually require all motor carriers we work with to carry at least $750,000 in automobile liability insurance. We also require all contracted motor carriers to maintain workers’ compensation and other insurance coverage as required by law. Most contracted motor carriers have insurance exceeding these minimum requirements, as well as cargo insurance in varying policy amounts. Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, which generally ranges from $100,000 to $250,000 per shipment. Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for the contracted motor carriers, from time to time, claims may be asserted against us for their actions or for our actions in retaining
19

Table of Contents

them. Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. A material increase in the frequency or severity of accidents, liability claims, workers’ compensation claims, or unfavorable resolutions of claims could materially and adversely affect our operating results. In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims could reduce our profitability. Our involvement in the transportation of certain goods, including but not limited to, hazardous materials, could also increase our exposure in the event one of our contracted motor carriers is involved in an accident resulting in injuries or contamination.
In North America, as a property freight broker, we are not legally liable for loss or damage to our customers’ cargo. In our customer contracts, we may agree to assume cargo liability up to a stated maximum. We typically do not assume cargo liability to our customers above minimum industry standards in our international freight forwarding, ocean transportation, or air freight businesses on international or domestic air shipments. Although we are not legally liable for loss or damage to our customers’ cargo, from time to time, claims may be asserted against us for cargo losses. We maintain a broad cargo liability insurance policy to help protect us against catastrophic losses that may not be recovered from the responsible contracted carrier. We also carry various liability insurance policies, including automobile and general liability, with total automobile limits of $135 million subject to a $10 million per incident deductible, and total general liability limits of $87 million subject to a $500,000 per incident deductible.
Buying and reselling fresh produce exposes us to possible product liability. Agricultural chemicals used on fresh produce are subject to various approvals, and the commodities themselves are subject to regulations on cleanliness and contamination. Product recalls in the produce industry have been caused by concern about particular chemicals and alleged contamination, often leading to lawsuits brought by consumers of allegedly affected produce. We may face claims for a variety of damages arising from the sale of produce, which may include potentially uninsured consequential damages. While we are insured for up to $87 million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee our coverage will be adequate or that it will continue to be available. If we have to recall produce, we may be required to bear the cost of repurchasing, transporting, and destroying any allegedly contaminated product, as well as associated consequential damages. We carry product recall and contamination insurance coverage of $30 million. A loss for which we are not adequately insured could materially affect our financial results. The coverage we currently have in place may not apply to a particular loss, or it may not be sufficient to cover all liabilities to which we may be subject. This policy has a retention of $3.5 million per incident. Any recall or allegation of contamination could affect our reputation, particularly our proprietary and/or licensed branded produce programs, which could materially and adversely affect our operating results. Loss due to spoilage (including the need for disposal) is also a routine part of the sourcing business.
Any material litigation related to the above types of claims or claims arising from our transportation operations may require significant time from management and could cause us to incur substantial legal and related costs, which may include damages that could have a material adverse impact on our financial results.
Our business depends upon compliance with numerous government regulations. Our operations may be regulated and licensed by various federal, state, and local transportation agencies in the United States and similar governmental agencies in foreign countries in which we operate.
We are subject to licensing and regulation as a property freight broker and are licensed by the DOT to arrange for the transportation of property by motor vehicle. The DOT prescribes qualifications for acting in this capacity, including certain surety bonding requirements. For purposes of our Global Forwarding services, we are also subject to regulation by the FMC as an ocean freight forwarder and NVOCC, and we maintain separate bonds and licenses for each. We operate as a U.S. Department of Homeland Security certified IAC, providing air freight services, subject to commercial standards set forth by the IATA and federal regulations issued by the TSA. We provide customs brokerage services as a customs broker under a license issued by CBP, and we maintain CTPAT certification with CBP. Some customs entries fall within the jurisdiction of other authoritative governmental agencies (e.g., Food and Drug Administration, Fish and Wildlife Service, etc.). We also have and maintain other licenses as required by law.
We source fresh produce under a license issued by the U.S. Department of Agriculture (“USDA”) as required by Perishable Agricultural Commodities Act (“PACA”). We are also subject to various regulations and requirements promulgated by other international, domestic, state, and local agencies and port authorities. Our failure to comply with the laws and regulations applicable to entities holding these licenses could materially and adversely affect our results of operations or financial condition.
20

Table of Contents

Legislative or regulatory changes can affect the economics of the transportation industry by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services. As part of our logistics services, we operate owned or leased warehouse facilities. Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international environmental; work safety; and hazardous materials regulations. We may experience an increase in operating costs, such as security costs, as a result of governmental regulations that have been or will be adopted in response to terrorist activities and potential terrorist activities. No assurances can be given that we will be able to pass these increased costs on to our customers in the form of rate increases or surcharges, and our operations and profitability may be materially and adversely affected as a result.
United States Department of Homeland Security regulations applicable to our customers that import goods into the United States and our contracted ocean carriers can impact our ability to provide and/or receive services with and from these parties. Enforcement measures related to violations of these regulations can slow and/or prevent the delivery of shipments, which may negatively impact our operations.
We cannot predict the impact future regulations may have on our business. Our failure to maintain required permits or licenses, or to comply with applicable regulations, could result in substantial fines or revocation of our operating permits and licenses.
Our contracted transportation providers are subject to an increasingly complex climate-related regulatory landscape, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business. Future and existing environmental regulatory requirements in the United States and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs. We may also incur expenses as a result of regulators requiring additional climate-related disclosures regarding our contracted transportation providers that may be labor-intensive to report on. Given the continuously developing nature of these regulatory frameworks, we cannot predict its effect on our company, but if we are unable to pass such costs along to our customers, our business could be materially and adversely affected. Even without any new legislation or regulation, increased public concern regarding greenhouse gas emissions by transportation carriers could harm the reputations of companies operating in the transportation and logistics industries and shift consumer demand toward more locally-sourced products and away from our services.
General risk factors
We may be subject to negative impacts of changes in political and governmental conditions. Our operations may be impacted by the influences of significant political, governmental, and similar changes and our ability to respond to them, including:
• changes in political conditions and in governmental policies;
• changes in and compliance with international and domestic laws and regulations; and
• wars, civil unrest, acts of terrorism, and other global conflicts, such as the current conflict in the Red Sea, which is impacting the global freight market.
We may be subject to negative impacts of catastrophic events. A disruption or failure of our systems or operations in the event of a major earthquake, weather event, cyber-attack, heightened security measures, actual or threatened terrorist attack, strike, civil unrest, pandemic, or other catastrophic event could cause delays in providing services or performing other critical functions. We are particularly vulnerable to these risks given the broad and global scope of our operations. A catastrophic event that results in the destruction or disruption of any of our critical business or information systems could harm our ability to conduct normal business operations and adversely impact our operating results.

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 1C. CYBERSECURITY
Cybersecurity Risk Management and Strategy
Our global reach and the ever-evolving threat landscape makes data security and privacy a critical priority for us. Our Chief Information Security Officer and their global cybersecurity team reports to our Chief Technology Officer and together, they are responsible for our network security, cybersecurity risk management processes, and business continuity. This team partners with leaders from all our global regions to align our cybersecurity risk management processes and strategic goals with our business priorities and ultimately mitigate cybersecurity risk at C.H. Robinson.
21

Table of Contents

Our global cybersecurity team has experience and expertise with potential cybersecurity threats and supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure. Our Chief Information Security Officer has over a decade of experience leading cyber-security oversight, and others on our global cybersecurity team have cybersecurity experience and certifications. We view cybersecurity as a shared responsibility, and we periodically perform simulations and tabletop exercises at a management level and incorporate external resources and advisors as needed. All employees are required to complete cybersecurity trainings at least once a year and have access to more frequent cybersecurity trainings. We also require employees in certain roles to complete additional role-based, specialized cybersecurity trainings. Program performance is reported to and monitored by senior leadership and the Audit Committee on a quarterly basis.
The Company maintains an Enterprise Risk Management (“ERM”) program, which includes processes for key risk identification, mitigation efforts, and day-to-day management of risks, including cybersecurity risks. The ERM program is administered by our Internal Audit department and involves our global cybersecurity team, which possesses knowledge and expertise in the area of cybersecurity risks.
Our global cybersecurity team helps ensure the cybersecurity risks identified from the ERM program are incorporated into our overall cybersecurity program. Programs to address key cybersecurity risks have been put into place including layered coverage with focus areas and practices designed to address network and endpoint security, application security, and security operations. We also employ automated detection and event correlation techniques and alerting as well as integrate cyber threat intelligence into our processes. Our security operations center serves as the front line of these alerts and investigates and remediates threats as necessary. We also perform regular vulnerability assessments and penetration tests. Although it is difficult to determine the potential impacts from a cybersecurity incident, we may experience negative impacts such as reputational harm, inability to retain existing customers or attract new customers, exposure to legal claims and government action, among others. Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee future attacks will have little to no impact on our business. Furthermore, given the interconnected nature of the global supply chain and our significant presence in the industry, we believe we may be an attractive target for such attacks. The impact of a cybersecurity incident may have a material adverse impact on our financial condition, results of operations, availability of our systems, and growth prospects, which makes cybersecurity risk management of critical importance to our organization.
Although we have internally developed the majority of our line of business applications, we also rely on technology provided by third parties. We have processes in place to oversee and identify risks from cybersecurity threats associated with the use of third-party technology including third-party risk management, process and partner intake risk assessments, and dedicated procurement functions. These processes help mitigate the risks associated with utilizing external technology platforms and help prevent disruptions to our business operations.
We also involve external cybersecurity experts to assess our cybersecurity program, risk management, and relevant internal controls. In addition to our cybersecurity programs and policies, the Company also purchases a cybersecurity risk insurance policy to limit its exposure to cybersecurity incidents.
We have processes and programs in place to meet our global compliance obligations and work with our employees and teams across the globe to ensure security and data protection principles are integrated into the way we do business every day. We utilize a set of controls that integrate guidance from the EU’s General Data Protection Regulations and align with the U.S. National Institute of Standards and Technology’s (“NIST”) framework. We undergo a regular independent assessment of our operational and strategic maturity across NIST controls and summary performance is shared with senior leadership including our board of directors. In addition, we submit to independent assessments by external parties, including System and Organizational Controls (“SOC”) 2 Type 2 audits, covering customer-facing and line-of-business applications to ensure all safeguards function as they should. These functions are also supported by internal compliance teams that perform additional layers of testing prior to SOC 2 Type 2 procedures.
Our Technology Resilience program is aligned with industry standards for disaster recovery including the Disaster Recovery Institute International’s Professional Practices. The program includes processes such as regular continuity and cybersecurity exercises, protected backups for critical data, defined recovery time and recovery point objectives with supporting achievability metrics, application criticality tiering, ongoing audits and maintenance, awareness and training initiatives, business impact analysis, and risk evaluation and control measures. These measures are intended to mitigate the impact of potential disruptions but cannot eliminate all risks.
Cybersecurity Governance
The Board of Directors is tasked with oversight of the Company’s cybersecurity, information governance, and privacy programs. The Audit Committee oversees our ERM program and receives semi-annual ERM updates, which include cyber-related risk items. In addition, our Audit Committee receives quarterly reports on cybersecurity from our Chief Technology Officer and our Chief Information Security Officer and Technology Risk Management . Our Chief Information Security Officer
22

Table of Contents

and Technology Risk Management and their global cybersecurity team has experience and expertise with potential cybersecurity threats and supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure.
We have also established a cross-functional project team of subject matter experts from across the organization to quickly analyze, mitigate, and remediate potential cybersecurity incidents or vulnerabilities and comply with cybersecurity related reporting requirements. The details of any such cybersecurity incidents or threats are included in the quarterly reports to the Audit Committee.

ITEM 2. PROPERTIES
Our corporate headquarters are located in Eden Prairie, Minnesota. We own three buildings in Eden Prairie totaling 224,000 square feet, which includes a data center of approximately 18,000 square feet. These facilities support employees across our NAST, Global Forwarding, and All Other and Corporate segments. The properties are owned and not subject to mortgages or other material encumbrances.
We lease approximately 180 office locations in 36 countries across North America, Europe, Asia, South America, Oceania, and the Middle East. Significant leased facilities include a 201,000 square foot facility in Kansas City, Missouri, with an expiration date of April 2032. Approximately 100,000 square feet of this facility is subleased to a third-party and the remaining space is used primarily by our NAST segment. We also lease a 207,000 square foot facility in Chicago, Illinois, with an expiration date of August 2033, which is used by our NAST, Global Forwarding, and All Other and Corporate segments. In addition, we lease approximately 4.4 million square feet of warehouse space in 26 locations, primarily within the United States, as well as a 32,000 square foot data center in Oronoco, Minnesota that is used by our All Other and Corporate segment.
Most of our offices and warehouses are leased from third parties under arrangements with initial terms ranging from 1 to 15 years. Our office locations range in space from 1,000 to 207,000 square feet.
We continue to optimize our real estate footprint across the network in consideration of expected staffing levels and flexible work arrangements. In 2025, we had a restructuring initiative related to the consolidation and centralization of our facilities to align with workforce reductions. These actions include downsizing, subleasing, early termination, or abandonment of certain office locations under operating leases. Refer to Note 14, Restructuring , for further detail on our 2025 Restructuring Program. We will continue to assess our facilities footprint in the future to ensure we have the appropriate real estate footprint based on our current level of operations. We have not had difficulty in obtaining sufficient office space and believe we can renew existing leases or relocate to new offices as leases expire, if deemed necessary.

ITEM 3. LEGAL PROCEEDINGS
We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings, we are not able to estimate an amount or range of any reasonably possible losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
23

Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock began trading on The Nasdaq National Market on October 15, 1997, and currently trades on the Nasdaq Global Select Market under the symbol “CHRW”.
On February 11, 2026, the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was $196.33 per share. On February 9, 2026, there were 129 holders of record. On February 9, 2026, there were 512,467 beneficial owners of our common stock.
Our declaration of dividends is subject to the discretion of the Board of Directors. Any determination as to the payment of dividends will depend upon our results of operations, capital requirements, financial condition, and such other factors as the Board of Directors may deem relevant. Accordingly, there can be no assurance the Board of Directors will declare or continue to pay dividends on the shares of common stock in the future.
The following table provides information about company purchases of common stock during the quarter ended December 31, 2025:  
Period Total Number
of Shares
Purchased (1)
Average Price
Paid Per
Share Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
Maximum Number of
Shares That May Yet Be Purchased Under the
Plans or Programs (2)

October 1, 2025 – October 31, 2025 305,284  $ 129.38  302,500  4,147,530 
November 1, 2025 – November 30, 2025 237,278  153.01  234,000  3,913,530 
December 1, 2025 – December 31, 2025 355,565  160.79  244,000  3,669,530 
Fourth Quarter 2025 898,127  $ 148.06  780,500  3,669,530 

________________________________ 
(1) The total number of shares purchased includes: (i) 780,500 shares of common stock were purchased under the authorization described below; and (ii) 117,627 shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.
(2) On December 9, 2021, the Board of Directors increased the company’s share repurchase authorization by an additional 20,000,000 shares of common stock. As of December 31, 2025, there were 3,669,530 shares remaining for future repurchases. Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs.
On October 28, 2025, the Board of Directors approved an additional $2.0 billion of authorization under the company’s share repurchase program. The stock repurchase program does not obligate the company to acquire any amount of common stock and shall expire or terminate at the Board's discretion.
24

Table of Contents

The graph below compares the cumulative 5-year total return of holders of C.H. Robinson Worldwide, Inc.’s common stock with the cumulative total returns of the S&P 500 index and the Nasdaq Transportation index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025.

December 31,
2020 2021 2022 2023 2024 2025
C.H. Robinson Worldwide, Inc.
$ 100.00  $ 117.18  $ 101.83  $ 98.67  $ 121.26  $ 192.75 
S&P 500
100.00  128.71  105.40  133.10  166.40  196.16 
Nasdaq Transportation
100.00  113.28  91.78  123.12  125.85  138.77 

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

ITEM 6. RESERVED
25

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW
C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world, with consolidated total revenues of $16.2 billion in 2025. As a leader in Lean AI supply chains, we deliver logistics like no one else. For more than a century, companies everywhere have looked to us to reimagine how goods move. We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more. With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably.
Our adjusted gross profits and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profits is calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profits divided by total revenues. We believe adjusted gross profits and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profits to be a primary performance measurement. Accordingly, the discussion of our results of operations often focuses on the changes in our adjusted gross profits and adjusted gross profit margin. The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands):

Twelve Months Ended December 31,
2025 2024 2023
Revenues:
Transportation $ 14,823,804  $ 16,353,745  $ 16,372,660 
Sourcing 1,408,959  1,371,211  1,223,783 
Total revenues 16,232,763  17,724,956  17,596,443 
Costs and expenses:
Purchased transportation and related services 12,235,163  13,719,935  13,886,024 
Purchased products sourced for resale 1,268,190  1,240,007  1,105,811 
Direct internally developed software amortization 58,258  44,308  33,620 
Total direct costs 13,561,611  15,004,250  15,025,455 
Gross profits/Gross profit margin 2,671,152  16.5  % 2,720,706  15.3  % 2,570,988  14.6  %
Plus: Direct internally developed software amortization 58,258  44,308  33,620 
Adjusted gross profits/Adjusted gross profit margin $ 2,729,410  16.8  % $ 2,765,014  15.6  % $ 2,604,608  14.8  %

Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit. We believe adjusted operating margin is a useful measure of our profitability in comparison to our adjusted gross profit, which we consider a primary performance metric as discussed above. The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands) :
Twelve Months Ended December 31,
2025 2024 2023

Total revenues $ 16,232,763  $ 17,724,956  $ 17,596,443 
Operating income 794,961  669,141  514,607 
Operating margin 4.9  % 3.8  % 2.9  %

Adjusted gross profit $ 2,729,410  $ 2,765,014  $ 2,604,608 
Operating income 794,961  669,141  514,607 
Adjusted operating margin 29.1  % 24.2  % 19.8  %

26

Table of Contents

MARKET TRENDS
Carrier capacity in the North America surface transportation market continued to contract toward the end of 2025 as carriers exited the market. This gradual tightening, coupled with disruptive weather events and incremental pressures from the enforcement of commercial driver regulations, contributed to upward pressure on transportation rates. As a result, the market has become increasingly sensitive, with spot market rates exhibiting sharper than typical reactions to changes in supply and demand conditions. Despite these emerging pressures, the market has not fully transitioned into a sustained upcycle. Key indicators, such as truckload routing guide depth within our Managed Solutions business, have remained at historically low levels for nearly two years. Routing guide depth represents the average number of carriers contacted prior to acceptance when procuring a transportation provider. Average routing guide depth was 1.3 in the fourth quarter of 2025, compared to 1.2 for much of the prior two years. While this increase reflects early signs of a tightening market, soft demand conditions and remaining excess capacity continue to temper the pace of the shift.
The global forwarding market continued to face a persistent imbalance in 2025, marked by excess vessel capacity and weak global demand. Despite carriers’ ongoing avoidance of the Suez Canal, which has resulted in longer transit times and strain on global networks, vessel capacity has remained elevated. While short periods of rate volatility have occurred due to shifting trade and tariff policies, front‑loading, seasonal factors, and carriers’ use of blank sailings, international freight rates have largely remained depressed as weak demand outweighed these pressures. Looking ahead, uncertainty persists due to geopolitical and macroeconomic factors, including evolving trade policies, the Red Sea conflict, and carriers’ ability to effectively manage excess capacity. Despite this uncertainty, we expect ocean pricing to remain under pressure until global freight demand meaningfully improves. Similar dynamics continue to affect the air freight market. Although demand has shown resilience in certain technology‑focused sectors, overall air freight pricing remains sensitive to tariff developments and broader economic conditions, including cost-efficient ocean freight rates.
BUSINESS TRENDS
Our surface transportation results in 2025 reflected the challenging market conditions described above, including the increase in transportation rates as capacity tightened in the market near the end of the year. Throughout the year, we continued to advance our dynamic pricing and costing capabilities, navigating both the prolonged softness in demand and the rising cost environment that emerged toward year‑end. These enhanced capabilities allowed us to better react to changing market conditions and led to an improvement in adjusted gross profit per transaction in 2025 compared to 2024. Our average truckload linehaul rate charged to customers, excluding fuel surcharges, increased approximately 2.5 percent during 2025 reflecting our advanced dynamic pricing. Our average truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 2.0 percent over the same period, reflecting our disciplined costing capabilities. Despite operating in a persistently soft market for much of the year, our combined North American Surface Transportation (“NAST”) truckload and LTL volumes significantly outperformed the Cass Freight Index increasing 1.0 percent compared to 2024.
Our Global Forwarding results in 2025 were largely consistent with the market trends discussed above. Throughout the year, we experienced short-lived periods of pricing and volume volatility largely associated with shifting trade policies. Despite this volatility, overall ocean freight rates and volumes declined from the elevated levels observed in 2024, primarily due to excess vessel capacity and weak global consumer demand. Our total ocean freight volumes decreased 4.5 percent while our air freight tonnage decreased 11.5 percent in 2025 compared to the prior year.

27

Table of Contents

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following summarizes select 2025 year-over-year operating comparisons to 2024:
• Total revenues decreased 8.4 percent to $16.2 billion, primarily driven by the divestiture of our Europe Surface Transportation business, in addition to lower pricing and volume in our ocean services and lower fuel surcharges in our truckload services.
• Gross profits decreased 1.8 percent to $2.7 billion. Adjusted gross profits decreased 1.3 percent to $2.7 billion, primarily driven by lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business, which were partially offset by higher adjusted gross profit per transaction in our LTL, truckload, and customs services.
• Personnel expenses decreased 5.9 percent to $1.4 billion, primarily due to cost-optimization efforts and productivity improvements and the divestiture of our Europe Surface Transportation business. Average employee headcount decreased 11.5 percent.
• Other selling, general, and administrative (“SG&A”) expenses decreased 11.8 percent to $564.3 million, primarily due to a $44.5 million loss in the prior year related to the divestiture of our Europe Surface Transportation business and prior year restructuring charges for impairments related to reducing our facilities footprint. In addition, other SG&A expenses declined across several expense categories in 2025 due to cost optimization efforts.
• Income from operations totaled $795.0 million, up 18.8 percent from last year, due to the decrease in operating expenses. Adjusted operating margin of 29.1 percent increased 490 basis points.
• Interest and other income/expenses, net totaled $72.5 million, which primarily consisted of $63.1 million of interest expense, which decreased $22.8 million versus last year due to a lower average debt balance and lower variable interest rates. The current year results also included an $11.2 million net loss from foreign currency revaluation and realized foreign currency gains and losses.
• The effective tax rate for 2025 was 18.7 percent compared to 19.6 percent in 2024. The lower rate was driven by higher foreign tax credits, higher tax benefits from share-based compensation, and the prior year impact of the divestiture of our European Surface Transportation business, partially offset by a reduced benefit from U.S. tax credits in the current year and non-recurring discrete items in the prior year.
• Net income totaled $587.1 million, up 26.1 percent from a year ago. Diluted earnings per share increased 25.1 percent to $4.83.
28

Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes our results of operations (dollars in thousands, except per share data):
Twelve Months Ended December 31,
2025 2024 % change 2023 % change
Revenues:
Transportation $ 14,823,804  $ 16,353,745  (9.4) % $ 16,372,660  (0.1) %
Sourcing 1,408,959  1,371,211  2.8  % 1,223,783  12.0  %
Total revenues
16,232,763  17,724,956  (8.4) % 17,596,443  0.7  %
Costs and expenses:
Purchased transportation and related services $ 12,235,163  $ 13,719,935  (10.8) % $ 13,886,024  (1.2) %
Purchased products sourced for resale 1,268,190  1,240,007  2.3  % 1,105,811  12.1  %
Personnel expenses 1,370,158  1,456,249  (5.9) % 1,465,735  (0.6) %
Other selling, general, and administrative expenses 564,291  639,624  (11.8) % 624,266  2.5  %
Total costs and expenses
15,437,802  17,055,815  (9.5) % 17,081,836  (0.2) %
Income from operations
794,961  669,141  18.8  % 514,607  30.0  %
Interest and other expense (72,504) (89,937) (19.4) % (105,421) (14.7) %
Income before provision for income taxes
722,457  579,204  24.7  % 409,186  41.6  %
Provision for income taxes 135,376  113,514  19.3  % 84,057  35.0  %
Net income
$ 587,081  $ 465,690  26.1  % $ 325,129  43.2  %

Diluted net income per share
$ 4.83  $ 3.86  25.1  % $ 2.72  41.9  %

Average employee headcount
12,733  14,386  (11.5) % 16,041  (10.3) %

Adjusted gross profit margin percentage (1)

Transportation 17.5% 16.1% 140 bps 15.2% 90 bps
Sourcing 10.0% 9.6% 40 bps 9.6% – bps
Total adjusted gross profit margin 16.8% 15.6% 120 bps 14.8% 80 bps

________________________________ 
(1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison of the twelve months ended December 31, 2025, to the twelve months ended December 31, 2024. A similar discussion and analysis that compares the twelve months ended December 31, 2024, to the twelve months ended December 31, 2023, can be found in Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations, ” of our 2024 Annual Report on Form 10-K filed with the SEC on February 14, 2025.
A reconciliation of our reportable segments to our consolidated results can be found in Note 8, Segment Reporting, in Part II, Financial Information of this Annual Report on Form 10-K.
Consolidated Results of Operations—Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024
Total revenues and direct costs. Total revenues and direct costs decreased primarily due to the divestiture of our Europe Surface Transportation business, as well as lower pricing and volume in our ocean services and lower fuel surcharges in our truckload services. During 2024, ocean transportation revenues and direct costs were elevated as a result of ongoing disruptions, including the Red Sea conflict, which strained capacity and increased ocean freight rates. While short periods of rate volatility occurred during 2025, driven by shifting trade policies, front-loading, seasonal factors, and carriers’ use of blank sailings, overall ocean freight rates have largely remained depressed as weak demand outweighed these pressures. Our sourcing total revenue and direct costs increased, driven by increased case volume with retail and foodservice customers.
29

Table of Contents

Gross profits and adjusted gross profits. Our transportation adjusted gross profits decreased due to lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business. These impacts were partially offset by increased adjusted gross profit per transaction in our LTL, truckload, and customs services. The decline in ocean services was largely attributable to the significant reduction in market pricing during 2025, compared to the same period in 2024 discussed above. Conversely, the increase in adjusted gross profit per transaction in LTL and truckload services reflects the continued advancement of our dynamic pricing and costing capabilities. These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery. Sourcing adjusted gross profits increased, driven by an increase in integrated supply chain solutions for foodservice and retail customers.
Operating expenses. Personnel expenses decreased, primarily due to cost optimization efforts including lower average employee headcount, as well as the impact of the divestiture of our Europe Surface Transportation business. Other SG&A expenses also decreased, driven by the prior year loss recognized on the divestiture of our Europe Surface Transportation business and prior year restructuring charges related to reducing our facilities footprint. In addition, other SG&A expenses decreased across several expense categories in the current year.
In addition to the above, our personnel expenses for 2025 included $30.0 million of severance and related personnel expenses related to our 2025 Restructuring Program. In addition, other SG&A expenses for 2025 included $2.5 million of expenses associated with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business. We also incurred $8.8 million in other SG&A expenses in 2025, primarily from a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.
Our personnel expenses for 2024 included $24.1 million of severance and related personnel expenses related to our 2024 Restructuring Program. We also incurred $66.2 million in other SG&A expenses in 2024. These expenses were primarily due to a $44.5 million loss related to the divestiture of our Europe Surface Transportation business and $21.9 million related to our 2024 Restructuring Program. Refer to Note 14, Restructuring , for further discussion related to our 2025 and 2024 Restructuring Programs. Refer to Note 15, Divestitures , for further discussion related to the divestiture of our Europe Surface Transportation business.
Interest and other income/expense, net. Interest and other income/expense, net was $72.5 million, primarily consisting of $63.1 million of interest expense, which decreased $22.8 million compared to the prior year due to a lower average debt balance and lower variable interest rates. The current year also included an $11.2 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses. The prior year included a $7.4 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses.
Provision for income taxes. Our effective income tax rate was 18.7 percent in 2025 and 19.6 percent in 2024. The lower rate was driven by higher foreign tax credits, higher tax benefits from shared-based compensation, and the prior year impact of the divestiture of our European Surface Transportation business, which reduced our effective tax rate compared to the prior year by 4.2 percentage points, 2.6 percentage points, and 1.3 percentage points, respectively. These reductions were partially offset by a lower benefit from U.S. tax credits and non-recurring discrete items in the prior year, which increased our effective tax rate compared to the prior year by 5.4 percentage points and 1.1 percentage points, respectively.
30

Table of Contents

NAST Segment Results of Operations
Twelve Months Ended December 31,
(dollars in thousands) 2025 2024 % change 2023 % change
Total revenues $ 11,562,714  $ 11,727,539  (1.4) % $ 12,471,075  (6.0) %
Costs and expenses:
Purchased transportation and related services 9,856,385  10,086,344  (2.3) % 10,877,221  (7.3) %
Personnel expenses 643,979  669,611  (3.8) % 662,037  1.1  %
Other selling, general, and administrative expenses 440,514  440,292  0.1  % 471,857  (6.7) %
Total costs and expenses
10,940,878  11,196,247  (2.3) % 12,011,115  (6.8) %
Income from operations $ 621,836  $ 531,292  17.0  % $ 459,960  15.5  %

Twelve Months Ended December 31,
2025 2024 % change 2023 % change
Average employee headcount
5,158  5,696  (9.4) % 6,469  (11.9) %
Service line volume statistics
Truckload 0.5  % (2.5) %
LTL 1.5  % 2.5  %

Adjusted gross profits (1)

Truckload $ 1,024,228  $ 994,722  3.0  % $ 943,674  5.4  %
LTL 603,116  565,892  6.6  % 543,657  4.1  %
Other 78,985  80,581  (2.0) % 106,523  (24.4) %
Total adjusted gross profits $ 1,706,329  $ 1,641,195  4.0  % $ 1,593,854  3.0  %

________________________________ 
(1) Adjusted gross profit is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024
Total revenues and direct costs. NAST total revenues and direct costs decreased primarily due to lower fuel surcharges driven by a year-over-year decrease in diesel fuel prices and a shorter average length of haul in truckload services. These declines were partially offset by increased LTL and truckload volumes and an increase in truckload linehaul rates. Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 2.5 percent. Our truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 2.0 percent.
Gross profits and adjusted gross profits. NAST adjusted gross profits increased driven by higher adjusted gross profits per transaction in both truckload and LTL services. The improvement was driven by the continued advancement of our dynamic pricing and costing capabilities. These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery. NAST other adjusted gross profits decreased, primarily due to a decrease in warehousing services.
Operating expenses. NAST personnel expenses decreased driven by cost optimization efforts and productivity improvements, including lower average headcount. NAST other SG&A expenses were flat as higher allocated corporate expenses were offset by lower expenditures on purchased services, including contingent worker expenses, and lower occupancy expense.
In addition to the above, NAST personnel expenses for 2025 included $10.2 million of severance and related personnel expenses. We also incurred $0.4 million in restructuring related other SG&A expenses in 2025. These expenses were both associated with our 2025 Restructuring Program. Personnel expenses for 2024 included $10.2 million of severance and related personnel expenses. We also incurred $6.9 million in restructuring related other SG&A expenses in 2024. These expenses were both associated with our 2024 Restructuring Program. Refer to Note 14, Restructuring, for further discussion related to our 2025 and 2024 Restructuring Programs.
The operating expenses of NAST and all other segments include allocated corporate expenses. Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans. Remaining
31

Table of Contents

corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment’s other SG&A expenses and allocated based upon relevant segment operating metrics.

Global Forwarding Segment Results of Operations
Twelve Months Ended December 31,
(dollars in thousands) 2025 2024 % change 2023 % change
Total revenues $ 3,090,018  $ 3,805,018  (18.8) % $ 2,997,704  26.9  %
Costs and expenses:
Purchased transportation and related services 2,348,097  3,002,469  (21.8) % 2,308,339  30.1  %
Personnel expenses 349,955  371,576  (5.8) % 366,464  1.4  %
Other selling, general, and administrative expenses 208,183  218,497  (4.7) % 237,071  (7.8) %
Total costs and expenses
2,906,235  3,592,542  (19.1) % 2,911,874  23.4  %
Income from operations $ 183,783  $ 212,476  (13.5) % $ 85,830  147.6  %

Twelve Months Ended December 31,
2025 2024 % change 2023 % change
Average employee headcount
4,284 4,678 (8.4) % 5,222 (10.4) %
Service line volume statistics
Ocean (4.5) % 5.5  %
Air (11.5) % 17.0  %
Customs 1.0  % 4.5  %

Adjusted gross profits (1)

Ocean $ 432,531  $ 519,878  (16.8) % $ 420,826  23.5  %
Air 134,716  134,289  0.3  % 121,978  10.1  %
Customs 132,798  107,485  23.6  % 97,095  10.7  %
Other 41,876  40,897  2.4  % 49,466  (17.3) %
Total adjusted gross profits $ 741,921  $ 802,549  (7.6) % $ 689,365  16.4  %

________________________________ 
(1) Adjusted gross profit is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024
Total revenues and direct costs. Global Forwarding total revenues and direct costs decreased driven by significantly lower pricing and purchased transportation costs in ocean services, in addition to lower volume in our ocean services. In 2024, ocean transportation revenues and direct costs were elevated due to global supply chain disruptions, including the Red Sea conflict, which strained capacity and elevated ocean freight rates. While short periods of rate volatility occurred during 2025, driven by shifting trade policies, front-loading, seasonal factors, and carriers’ use of blank sailings, overall ocean freight rates have largely remained depressed as weak demand outweighed these pressures. Many of these same market dynamics contributed to declines in total revenues and direct costs within our air freight services. During 2024, disruptions in the ocean freight market and heightened ecommerce demand out of North Asia increased air freight volumes and pricing in certain trade lanes. This contrasted with the comparatively weak consumer demand environment in 2025, which contributed to lower pricing and direct costs and lower volumes in air freight services.
Gross profits and adjusted gross profits. Global Forwarding adjusted gross profits decreased driven by lower adjusted gross profit per shipment and lower volumes in ocean services. The decline in adjusted gross profit per shipment in ocean services reflected the significant reduction in market pricing during 2025 compared to the same period in 2024, as discussed above. Partially offsetting the decline, customs adjusted gross profits increased, driven by higher duty advance fees reflecting elevated global tariff rates in 2025.
Operating expenses. Personnel expenses decreased primarily due to cost optimization efforts and productivity improvements and lower incentive compensation, partially offset by higher restructuring charges in the current year related to workforce reductions. Other SG&A expenses decreased with reductions across several expense categories; most notably lower claims expense.
32

Table of Contents

In addition to the above, personnel expenses for 2025 included $15.0 million of severance and related personnel expenses. We also incurred $1.2 million in other SG&A expenses in 2025. These expenses were both associated with our 2025 Restructuring Program. Personnel expenses for 2024 included $6.9 million of severance and related personnel expenses. We also incurred $4.7 million in other SG&A expenses in 2024. These expenses were both associated with our 2024 Restructuring Program. Refer to Note 14, Restructuring , for further discussion related to our 2025 and 2024 Restructuring Programs.

All Other and Corporate Segment Results of Operations
All Other and Corporate includes our Robinson Fresh and Managed Solutions segments, as well as Other Surface Transportation outside of North America and other miscellaneous revenues and unallocated corporate expenses.

Twelve Months Ended December 31,
(dollars in thousands) 2025 2024 % change 2023 % change
Total revenues $ 1,580,031  $ 2,192,399  (27.9) % $ 2,127,664  3.0  %
Purchased transportation and related services and products sourced for resale 1,298,871  1,871,129  (30.6) % 1,806,275  3.6  %
Loss from operations (10,658) (74,627) N/M (31,183) N/M

Adjusted gross profits (1)

Robinson Fresh 161,094  146,310  10.1  % 131,216  11.5  %
Managed Solutions 115,429  113,770  1.5  % 116,196  (2.1) %
Other Surface Transportation 4,637  61,190  (92.4) % 73,977  (17.3) %
Total adjusted gross profits $ 281,160  $ 321,270  (12.5) % $ 321,389  —  %

________________________________ 
(1) Adjusted gross profit is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024
Total revenues and direct costs. Total revenues and direct costs decreased, driven by the divestiture of our Europe Surface Transportation business on February 1, 2025. Partially offsetting this decrease was an increase in total revenues in our Robinson Fresh business driven by increased case volume with retail and foodservice customers.
Gross profits and adjusted gross profits. Robinson Fresh adjusted gross profits increased driven by an increase in integrated supply chain solutions for retail and foodservice customers. Managed Solutions adjusted gross profits increased due to an increase in freight under management. Other Surface Transportation adjusted gross profits decreased as a result of the divestiture of our Europe Surface Transportation business.
Restructuring, lease impairment charge, and divestiture expenses. Personnel expenses in 2025 included $4.8 million of severance and related personnel expenses associated with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business. We also incurred $7.2 million in other SG&A expenses in 2025, primarily from a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building. In addition, other SG&A expenses for 2025 included $0.9 million loss related to the divestiture of our Europe Surface Transportation business.
Personnel expenses in 2024, included $7.0 million of severance and related personnel expenses, primarily associated with our 2024 Restructuring Program. We also incurred $54.5 million of other SG&A expenses in 2024, that included a $44.5 million loss related to the divestiture of our Europe Surface Transportation business. Refer to Note 14, Restructuring, for further discussion related to our 2025 and 2024 Restructuring Programs. Refer to Note 15, Divestitures , for further discussion related to the divestiture of our Europe Surface Transportation business.
33

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES
We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock. In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (dollars in thousands):
Description Carrying Value as of December 31, 2025 Borrowing Capacity Maturity
Revolving Credit Facility $ —  $ 1,000,000  November 2027
Senior Notes, Series B 150,000  150,000  August 2028
Senior Notes, Series C 175,000  175,000  August 2033
Receivables Securitization Facility (1)
166,654  500,000  August 2027
Senior Notes (1)
597,784  600,000  April 2028
Total debt $ 1,089,438  $ 2,425,000 

________________________________ 
(1) Net of unamortized discounts and issuance costs.
We expect to use our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases, or other investments.
Cash and cash equivalents totaled $160.9 million as of December 31, 2025, and $145.8 million as of December 31, 2024. Cash and cash equivalents held outside the United States totaled $144.9 million as of December 31, 2025, and $134.0 million as of December 31, 2024. Working capital increased from $644.7 million at December 31, 2024, to $966.8 million at December 31, 2025.
We prioritize our investments to grow our market share and expand globally in key industries, trade lanes, and geographies, and to digitize our customer, carrier, and internal tools to support our organic growth. We are continually looking for acquisitions, but those acquisitions must fit our culture and enhance our growth opportunities.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands):

Twelve months ended December 31, 2025 2024 % change 2023 % change
Sources (uses) of cash:
Cash provided by operating activities $ 914,519  $ 509,084  79.6  % $ 731,946  (30.4) %

Capital expenditures (70,543) (74,288) (84,111)
Acquisitions, net of cash acquired (11,864) —  — 
Proceeds from divestiture 27,737  —  — 
Other investing —  —  1,324 
Cash used for investing activities (54,670) (74,288) 26.4  % (82,787) (10.3) %

Repurchase of common stock (354,652) —  (63,884)
Cash dividends (301,376) (294,772) (291,569)
Net (repayments) borrowings on debt (289,000) (204,000) (394,000)
Other financing activities 82,280  82,673  31,620 
Net cash used for financing activities (862,748) (416,099) (107.3) % (717,833) (42.0) %
Effect of exchange rates on cash and cash equivalents 7,232  (8,152) (3,284)
Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale $ 4,333  $ 10,545  $ (71,958)

34

Table of Contents