10-K – 2026-02-13 – chrw-20251231.htm

Cash flows from operating activities. Cash flows from operating activities increased significantly in 2025, reflecting our strong operating performance and higher net income versus the prior year. Operating cash flows also benefited from a significant reduction in ocean freight costs compared to the elevated rates experienced in 2024, as further discussed in the market trends and business trends sections above. We continue to closely monitor credit and collections activities and the quality of our accounts receivable balance to minimize risk as well as work with our customers to facilitate the movement of goods across their supply chains while also ensuring timely payment.
Cash used for investing activities. Our investing activities consist primarily of capital expenditures and cash paid for acquisitions. Capital expenditures consisted primarily of investments in software, which are intended to deliver scalable solutions, including those driven by AI, that transform our processes, improve our customer and contract carrier experience, accelerate the pace of development, and improve our dynamic pricing and costing capabilities.
The sale of our Europe Surface Transportation business closed effective February 1, 2025. We received $27.7 million of consideration at closing with additional fixed installment payments due throughout 2026. The remaining consideration due is collateralized by all current and future accounts receivable of the Europe Surface Transportation business.
We anticipate capital expenditures in 2026 to be approximately $75 million to $85 million.
Cash used for financing acti vities. Net cash used for financing activities increased significantly in 2025 compared to 2024, driven by an increase in cash returned to shareholders and net payments on outstanding borrowings. In 2025, we resumed share repurchases under our board authorization and increased our annual dividend to shareholders. Despite the increase in cash returned to shareholders our strong cash flow from operations allowed us to reduce our outstanding borrowings on debt. We had net repayments on debt in 2025, 2024, and 2023 . Net repayments in 2025 and 2024 were primarily to decrease the outstanding balance on the Receivables Securitization Facility and the Revolving Credit Facility. Net repayments in 2023 were primarily to repay the Senior Notes Series A, which matured in August 2023, and the 364-Day Unsecured Revolving Credit Facility, which matured in May 2023.
In December 2022, the Board of Directors increased the number of shares authorized to be repurchased by 20,000,000 shares. As of December 31, 2025, there were 3,669,530 shares remaining for future repurchases. 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; however, the company currently expects to execute the share repurchase program over a period of approximately three years. Over the long term, we remain committed to our quarterly dividend and share repurchases to enhance shareholder value. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.
We may seek to retire or purchase our outstanding Senior Notes through open market cash purchases, privately negotiated transactions, or otherwise.
We believe that, assuming no change in our current business plan, our available cash, together with expected future cash generated from operations, the amount available under our credit facilities, and credit available in the market, will be sufficient to satisfy our anticipated needs for working capital, capital expenditures, and cash dividends for at least the next 12 months and the foreseeable future thereafter. We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed.
As of December 31, 2025, we were in compliance with all of the covenants under our debt agreements.

CRITICAL ACCOUNTING ESTIMATES
Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in Note 1, Summary of Significant Accounting Policies , of the Notes to the Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K. We consider the following items in our consolidated financial statements to require significant estimation or judgment.
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REVENUE RECOGNITION. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. Our transportation and logistics service arrangements often require management to use judgment and make estimates that impact the amounts and timing of revenue recognition.
Transportation and Logistics Services. As a global logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers’ freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport; generally, a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment.
Recognizing revenue for contracts where the transit period is partially complete or completed and not yet invoiced at period end requires management to make judgments that affect the amounts and timing of revenue recognized at period end. As of December 31, 2025, we recorded revenue of $156.4 million for services we have provided while a shipment was still in-transit, but for which we had not yet completed our performance obligation or had not yet invoiced our customer compared to $200.3 million at December 31, 2024. The amount of revenue recognized for contracts where the transit period was partially complete decreased as of December 31, 2025, compared to December 31, 2024, driven by the macroeconomic and industry factors reducing the cost of purchased transportation and sell rates in ocean services. See Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations , for further information.
We utilize our historical knowledge of shipping lanes and estimated transit times to determine the transit period in cases where our customers’ freight has not reached its intended destination. In addition, we analyze contract data for the first few days following the reporting date combined with our historical experience of trends related to partially completed contracts as of the reporting date to determine our right to consideration for the services we have provided where the transit period is partially complete or completed and not yet invoiced at period end. Differences in contract data for the first few days following the reporting date compared with our historical experience or disruptions such as weather events, port congestion, or other delays could cause the actual amount of revenue earned at period end to differ from these estimates.
Total revenues represent the total dollar value of revenue recognized from contracts with customers for the goods and services we provide. Substantially all of our revenue is attributable to contracts with our customers. Most transactions in our transportation and sourcing businesses are recorded at the gross amount we charge our customers for the services we provide and goods we sell. In these transactions, we are primarily responsible for fulfilling the promise to provide the specified good or service to our customer and we have discretion in establishing the price for the specified good or service. Additionally, in our sourcing business, in some cases we take inventory risk before the specified good has been transferred to our customer.
Customs brokerage, managed solutions, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the service we provide because many of the factors stated above are not present. See also Note 1, Summary of Significant Accounting Policies , for further information regarding our revenue recognition policies.
GOODWILL.  Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible assets and identifiable intangible assets purchased and liabilities assumed.
Goodwill is tested for impairment annually on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Typically, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”).
When we perform a Step One Analysis, the fair value of each reporting unit is compared with the carrying amount of the reporting unit, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
In the Step One Analysis, the fair value of each reporting unit is determined using either a discounted cash flow analysis, the market approach, or a combination of both. Projecting discounted future cash flows requires the use of significant judgment to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital, and the appropriate discount rate. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. Actual results may differ from those used in our valuations when a Step One Analysis is performed.
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As part of our annual Step Zero Analysis performed in 2025, there were no factors identified suggesting that it was more likely than not that the fair value was less than their respective carrying value. As such, a Step One Analysis was not completed and no impairments were recorded.
INCOME TAX RESERVES. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We establish reserves when, despite our belief that our tax return positions are fully supportable, we believe that certain positions are likely to be challenged, and we may or may not prevail in full or in part. Under U.S. GAAP, if we determine a tax position, more likely than not, will be sustained upon audit based solely on the technical merits of the position, we recognize the benefit. We measure the benefit by determining the amount that is greater than 50 percent likely of being realized upon resolution. We presume all tax positions will be examined by a taxing authority with full knowledge of all relevant information.
We regularly monitor our tax positions and tax liabilities. We reevaluate the technical merits of our tax positions and recognize an uncertain tax benefit, or derecognize a previously recorded tax benefit, when there is (i) a completion of a tax audit, (ii) effective settlement of an issue, (iii) litigation of the issue, including appeals, (iv) a change in applicable tax law including a tax case or legislative guidance, or (v) the expiration of the applicable statute of limitations. Significant judgment is required in accounting for income tax reserves. Although we believe we have adequately provided for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on our effective tax rate, consolidated earnings, financial position, and/or cash flows. Uncertain income tax positions are included in “Accrued income taxes” or “Noncurrent income taxes payable” in the consolidated balance sheets.

DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL CONTINGENCIES
The following table aggregates all contractual commitments and commercial obligations, due by period, which affect our financial condition and liquidity position as of December 31, 2025 (dollars in thousands):
2026 2027 2028 2029 2030 Thereafter Total
Borrowings under credit agreements $ 167,000  $ —  $ —  $ —  $ —  $ —  $ 167,000 
Senior notes (1)
25,200  25,200  607,350  —  —  —  657,750 
Long-term notes payable (1)
14,440  14,440  164,440  8,050  8,050  199,150  408,570 
Maturity of lease liabilities (2)
84,147  74,844  59,736  44,716  31,663  46,205  341,311 
Purchase obligations (3)
79,870  37,232  16,340  12,705  18  —  146,165 
Total $ 370,657  $ 151,716  $ 847,866  $ 65,471  $ 39,731  $ 245,355  $ 1,720,796 

________________________________ 
(1) Amounts payable relate to the semi-annual interest due on the senior and long-term notes and the principal amount at maturity.
(2) We maintain operating leases for office space, warehouses, office equipment, and trailers. See Note 10, Leases , for further information.
(3) Purchase obligations include agreements for services that are enforceable and legally binding and that specify all significant terms. As of December 31, 2025, such obligations primarily include ocean and air freight capacity, telecommunications services, third-party software contracts, maintenance contracts, and information technology related capacity. In some instances, our contractual commitments may be usage based or require estimates as to the timing of cash settlement.
We have no financing lease obligations. Long-term liabilities consist primarily of noncurrent taxes payable and long-term notes payable. Due to the uncertainty with respect to the amounts or timing of future cash flows associated with our unrecognized tax benefits as of December 31, 2025, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority. Therefore, $34.9 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 5, Income Taxes , to the consolidated financial statements for a discussion on income taxes. As of December 31, 2025, we do not have significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We had $160.9 million of cash and cash equivalents on December 31, 2025. Substantially all of the cash equivalents are in demand accounts with financial institutions. The primary market risks associated with these investments are liquidity risks.
We are a party to a credit agreement with various lenders consisting of a $1 billion revolving credit facility. Interest accrues on the revolving loan at a variable rate determined by a pricing schedule or the base rate (which is the highest of: (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month SOFR plus a specified margin). There was nothing outstanding on the revolving credit facility as of December 31, 2025.
We are a party to the Note Purchase Agreement, as amended, with various institutional investors with fixed rates consisting of: (i) $150 million of the company’s 4.26 percent Senior Notes, Series B, due August 27, 2028, and (ii) $175 million of the company’s 4.6 percent Senior Notes, Series C, due August 27, 2033. There was $325 million outstanding on the Senior Notes as of December 31, 2025. The fair value of the Senior Notes approximated $311.8 million as of December 31, 2025.
We issued Senior Notes through a public offering on April 9, 2018. The Senior Notes bear an annual interest rate of 4.2 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $602.8 million as of December 31, 2025, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $597.8 million as of December 31, 2025.
We are a party to a Receivables Securitization Facility with various lenders, which provides an aggregate funding available of $500 million. Interest accrues on the facility at variable rates based on SOFR plus a margin. There was $166.7 million outstanding, net of unamortized issuance costs, on the Receivables Securitization Facility as of December 31, 2025.
A hypothetical 100-basis-point change in the interest rate would not have a material effect on our earnings. We do not use derivative financial instruments to manage interest rate risk or to speculate on future changes in interest rates. A rise in interest rates could negatively affect the fair value of our debt facilities.
Foreign Exchange Risk
We frequently transact using currencies other than the U.S. Dollar, primarily the Chinese Yuan, Euro, Canadian Dollar, Mexican Peso, and Singapore Dollar. We operate through a network of offices in North America, Europe, Asia, Oceania, South America, and the Middle East. Due to the global nature of our business, we use our expertise and global logistics platform to connect shippers with transportation providers that are in different parts of the world to efficiently and cost-effectively move our customers’ freight. This often results in a shipment involving multiple parties, currencies, and participating C.H. Robinson offices. This global cooperation often results in assets and liabilities, including intercompany balances, denominated in a currency other than the functional currency. In these instances, most commonly, we have balances denominated in U.S. Dollars in regions where the U.S. Dollar is not the functional currency, and vice versa. This results in foreign exchange risk.
The Company may seek to manage its exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts although the impact of foreign currency forward contracts were not material as of and for the twelve months ended December 31, 2025.
Foreign exchange risk can be quantified by performing a sensitivity analysis assuming a hypothetical change in the value of the U.S. Dollar compared to other currencies in which we transact. Our primary foreign exchange risks are associated with the U.S. Dollar versus the Euro, Chinese Yuan, Singapore Dollar, Canadian Dollar, and Mexican Peso. All other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against these currencies on December 31, 2025, would have decreased our net income by approximately $14.2 million and a hypothetical 10 percent strengthening of the U.S. Dollar against these on December 31, 2025, would have increased our net income by approximately $11.6 million. We are also exposed to foreign exchange risk associated with the U.S. Dollar versus the Hong Kong Dollar, although the Hong Kong Dollar is pegged to the U.S. Dollar.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of C.H. Robinson Worldwide, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of C.H. Robinson Worldwide, Inc. and subsidiaries (the “ Company ” ) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, stockholders' investment, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “ financial statements ” ). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition — Refer to Notes 1 and 9 to the financial statements
Critical Audit Matter Description
Transportation and logistics revenue is recognized for performance obligations identified in the customer contract as they are satisfied over the contract term, which generally represents the transit period. Recognizing revenue at period end for contracts where the transit period is partially complete at period end or completed and not yet invoiced, requires management to make judgments that affect the amounts and timing of revenue recognized. At December 31, 2025, the Company recorded revenue of $ 156.4 million for services it provided while a shipment was still in-transit but for which the Company had not yet completed its performance obligation or had not yet invoiced the customer.
Auditing the estimate of the Company’s revenue recorded for contracts where the transit period is partially complete or completed and not yet invoiced as of the reporting date required a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimate of the revenue recorded for contracts where the transit period is partially complete or completed and not yet invoiced as of the reporting date included the following, among others:
▪ We tested the effectiveness of controls over revenue recognized over time, including management’s controls over the identification of shipments in-transit, the portion of the transit period completed, and the estimate of contracts completed but not yet invoiced.
▪ We evaluated management’s ability to identify the shipments in-transit and to estimate the revenue to be recorded for contracts where the transit period is partially complete or completed and not yet invoiced at the reporting date by:
• Performing a retrospective review of management’s estimate for prior reporting periods.
• Testing the accuracy and completeness of the data in the system-generated report utilized in management’s revenue cutoff estimate with the assistance of our information technology specialists.
• Assessing the estimate methodology for reasonableness, in light of recent market events or changes within the Company’s operating environment.
• Testing the mathematical accuracy of management’s estimate.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
February 13, 2026

We have served as the Company’s auditor since 2002.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of C.H. Robinson Worldwide, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of C.H. Robinson Worldwide, Inc. and subsidiaries (the “ Company ” ) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 13, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
February 13, 2026
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C.H. ROBINSON WORLDWIDE, INC.
CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share data)
  December 31,
  2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 160,871   $ 145,762  
Receivables, net of allowance for credit loss of $ 14,420 and $ 13,285
2,360,829   2,383,709  
Contract assets, net of allowance for credit loss 156,441   200,332  
Prepaid expenses and other 120,402   102,166  
Assets held for sale —   137,634  
Total current assets
2,798,543   2,969,603  
Property and equipment 353,404   404,065  
Accumulated depreciation and amortization ( 237,042 ) ( 276,876 )
Net property and equipment 116,362   127,189  
Goodwill 1,457,976   1,428,965  
Other intangible assets, net of accumulated amortization of $ 62,535 and $ 51,375
18,174   28,193  
Right-of-use lease assets 278,323   334,738  
Deferred tax assets 293,455   300,909  
Other assets 95,548   108,329  
Total assets
$ 5,058,381   $ 5,297,926  

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable $ 1,210,295   $ 1,178,335  
Outstanding checks 30,981   33,797  
Accrued expenses:
Compensation 188,838   180,801  
Transportation expense 120,708   153,274  
Income taxes 33,745   9,326  
Other accrued liabilities 174,955   173,318  
Current lease liabilities 72,180   72,842  
Current portion of debt —   455,792  
Liabilities held for sale —   67,413  
Total current liabilities
1,831,702   2,324,898  
Long-term debt 1,089,438   921,857  
Noncurrent lease liabilities 233,768   290,641  
Noncurrent income taxes payable 34,875   23,472  
Deferred tax liabilities 21,526   12,565  
Other long-term liabilities 1,425   2,442  
Total liabilities
3,212,734   3,575,875  
Commitments and contingencies
Stockholders’ investment:
Preferred stock, $ 0.10 par value, 20,000 shares authorized; no shares issued or outstanding
—   —  
Common stock, $ 0.10 par value, 480,000 shares authorized; 179,199 and 179,199 shares issued, 118,429 and 118,664 outstanding
11,843   11,866  
Additional paid-in capital 734,261   775,054  
Retained earnings 6,071,118   5,786,337  
Accumulated other comprehensive loss ( 77,674 ) ( 110,402 )
Treasury stock at cost ( 60,770 and 60,535 shares)
( 4,893,901 ) ( 4,740,804 )
Total stockholders’ investment
1,845,647   1,722,051  
Total liabilities and stockholders’ investment
$ 5,058,381   $ 5,297,926  
See accompanying notes to the consolidated financial statements.
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C.H. ROBINSON WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
  (In thousands, except per share data)

  For the years 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  
Personnel expenses 1,370,158   1,456,249   1,465,735  
Other selling, general, and administrative expenses 564,291   639,624   624,266  
Total costs and expenses
15,437,802   17,055,815   17,081,836  
Income from operations 794,961   669,141   514,607  
Interest and other income/expenses, net ( 72,504 ) ( 89,937 ) ( 105,421 )
Income before provision for income taxes 722,457   579,204   409,186  
Provision for income taxes 135,376   113,514   84,057  
Net income 587,081   465,690   325,129  
Other comprehensive income (loss) 32,728   ( 29,456 ) 7,914  
Comprehensive income
$ 619,809   $ 436,234   $ 333,043  

Basic net income per share
$ 4.88   $ 3.89   $ 2.74  
Diluted net income per share
$ 4.83   $ 3.86   $ 2.72  

Basic weighted average shares outstanding
120,242   119,805   118,551  
Dilutive effect of outstanding stock awards
1,260   874   1,126  
Diluted weighted average shares outstanding
121,502   120,679   119,677  

See accompanying notes to the consolidated financial statements.

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C.H. ROBINSON WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT
(In thousands, except per share data)
Common
Shares
Outstanding Amount Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Total
Stockholders’
Investment

Balance December 31, 2022 116,323   $ 11,632   $ 743,288   $ 5,590,440   $ ( 88,860 ) $ ( 4,903,078 ) $ 1,353,422  
Net income 325,129   325,129  
Foreign currency adjustments
7,914   7,914  
Dividends declared, $ 2.44 per share
( 294,779 ) ( 294,779 )
Stock issued for employee benefit plans
1,091   110   ( 47,364 ) 78,874   31,620  
Stock-based compensation expense —   —   58,169   —   58,169  
Repurchase of common stock ( 646 ) ( 65 ) ( 62,713 ) ( 62,778 )
Balance December 31, 2023 116,768   11,677   754,093   5,620,790   ( 80,946 ) ( 4,886,917 ) 1,418,697  
Net income 465,690   465,690  
Foreign currency adjustments
( 29,456 ) ( 29,456 )
Dividends declared, $ 2.46 per share
( 300,143 ) ( 300,143 )
Stock issued for employee benefit plans 1,896   189   ( 63,629 ) 146,113   82,673  
Stock-based compensation expense —   —   84,590   —   84,590  

Balance December 31, 2024 118,664   11,866   775,054   5,786,337   ( 110,402 ) ( 4,740,804 ) 1,722,051  
Net income 587,081   587,081  
Foreign currency adjustments 32,728   32,728  
Dividends declared, $ 2.49 per share
( 302,300 ) ( 302,300 )
Stock issued for employee benefit plans 2,859   286   ( 120,863 ) 202,857   82,280  
Stock-based compensation expense —   —   80,070   —   80,070  
Repurchase of common stock ( 3,094 ) ( 309 ) ( 355,954 ) ( 356,263 )
Balance, December 31, 2025 118,429   $ 11,843   $ 734,261   $ 6,071,118   $ ( 77,674 ) $ ( 4,893,901 ) $ 1,845,647  

See accompanying notes to the consolidated financial statements.
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C.H. ROBINSON WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
  For the year ended December 31,
2025 2024
2023

OPERATING ACTIVITIES
Net income $ 587,081   $ 465,690   $ 325,129  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 102,818   97,160   98,985  
Provision for credit losses 8,174   6,688   ( 6,047 )
Stock-based compensation 80,070   84,590   58,169  
Deferred income taxes 9,462   ( 80,067 ) ( 37,746 )
Excess tax benefit on stock-based compensation ( 29,153 ) ( 9,411 ) ( 11,319 )
Loss on disposal groups held for sale ( 856 ) 32,794   17,698  
Other operating activities 8,178   20,682   5,541  

Changes in operating elements:
Receivables 95,359   ( 164,255 ) 607,259  
Contract assets 44,283   ( 11,969 ) 68,041  
Prepaid expenses and other ( 17,470 ) 60,740   ( 39,048 )
Right of use asset 55,185   ( 5,937 ) 19,255  
Accounts payable and outstanding checks 10,783   ( 79,943 ) ( 200,843 )
Accrued compensation 6,264   49,681   ( 108,084 )
Accrued transportation expense ( 32,566 ) 6,756   ( 51,171 )
Accrued income taxes 64,658   15,545   ( 2,284 )
Other accrued liabilities ( 17,926 ) 12,791   ( 11,991 )
Lease liability ( 63,482 ) 5,076   ( 16,500 )
Other assets and liabilities 3,657   2,473   16,902  
Net cash provided by operating activities 914,519   509,084   731,946  
INVESTING ACTIVITIES
Purchases of property and equipment ( 19,628 ) ( 22,653 ) ( 29,989 )
Purchases and development of software ( 50,915 ) ( 51,635 ) ( 54,122 )
Acquisitions, net of cash acquired ( 11,864 ) —   —  
Proceeds from divestiture 27,737   —   —  
Proceeds from sale of property and equipment —   —   1,324  
Net cash used for investing activities ( 54,670 ) ( 74,288 ) ( 82,787 )
FINANCING ACTIVITIES
Proceeds from stock issued for employee benefit plans 159,197   114,890   56,914  
Stock tendered for payment of withholding taxes ( 76,917 ) ( 32,217 ) ( 25,294 )
Repurchase of common stock ( 354,652 ) —   ( 63,884 )
Cash dividends ( 301,376 ) ( 294,772 ) ( 291,569 )

Proceeds from long-term borrowings 949,000   10,000   —  
Payments on long-term borrowings ( 1,211,000 ) ( 10,000 ) —  
Proceeds from short-term borrowings 1,548,800   3,192,500   3,893,750  
Payments on short-term borrowings ( 1,575,800 ) ( 3,396,500 ) ( 4,287,750 )
Net cash used for financing activities ( 862,748 ) ( 416,099 ) ( 717,833 )
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 )
Plus: net decrease (increase) in cash and cash equivalents within assets held for sale 10,776   ( 10,307 ) —  
Cash and cash equivalents, beginning of year
145,762   145,524   217,482  
Cash and cash equivalents, end of year
$ 160,871   $ 145,762   $ 145,524  

Supplemental cash flow disclosures
Cash paid for interest 63,209   86,124   92,571  
Accrued share repurchases held in other accrued liabilities 1,611   —   —  

See accompanying notes to the consolidated financial statements.
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C.H. ROBINSON WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION. C.H. Robinson Worldwide, Inc., and our subsidiaries (“the company,” “we,” “us,” or “our”) are a global provider of transportation services and logistics solutions through a network of offices operating in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements.
USE OF ESTIMATES. The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best information available, and our actual results could differ materially from those estimates.
REVENUE RECOGNITION. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers. We have determined the following distinct goods and services represent our primary performance obligations.
Transportation and Logistics Services. As a global logistics provider, our primary performance obligation under our customer contracts is to utilize our relationships with a wide variety of transportation companies to efficiently and cost-effectively transport our customers’ freight. Revenue is recognized for these performance obligations as they are satisfied over the contract term, which generally represents the transit period. The transit period can vary based upon the method of transport, generally a number of days for over the road, rail, and air transportation, or several weeks in the case of an ocean shipment. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. When the customer’s freight reaches its intended destination our performance obligation is complete. Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors .
We also provide certain value-added logistics services, such as customs brokerage, fee-based managed solutions, warehousing services, and supply chain consulting and optimization services. These services may include one or more performance obligations, which are generally satisfied over the service period as we perform our obligations. The service period may be a very short duration, in the case of customs brokerage, or it may be longer in the case of warehousing, managed solutions, and supply chain consulting and optimization services. Pricing for our services is established in the customer contract and is dependent upon the specific needs of the customer but may be agreed upon at a fixed fee per transaction, labor hour, or service period. Payment is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.
Sourcing Services. We contract with grocery retailers, restaurants, foodservice distributors, and produce wholesalers to provide sourcing services under the trade name Robinson Fresh ® (“Robinson Fresh”). Our primary service obligation under these contracts is the buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Revenue is recognized when our performance obligations under these contracts are satisfied at a point in time, generally when the produce is received by our customer. Pricing under these contracts is generally a fixed amount and is typically due within 20 to 30 days of completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.
In many cases, as additional performance obligations, we contract to arrange logistics and transportation of the products we buy, sell, and/or market. These performance obligations are satisfied over the contract term consistent with our other transportation and logistics services. The contract period is typically less than one year . Pricing for our services is generally a fixed amount and is typically due within 30 days upon completion of our performance obligation, but can vary based on the nature of the service provided and certain other factors.
Total revenues represent the total dollar value of revenue recognized from contracts with customers for the goods and services we provide. Substantially all our revenues are attributable to contracts with our customers. Our adjusted gross profits are our total revenues less purchased transportation and related services, including contracted motor carrier, rail, ocean, air, and other costs, and the purchase price and services related to the products we source. Most transactions in our transportation and sourcing businesses are recorded at the gross amount we charge our customers for the services we provide and goods we sell. In these transactions, we are primarily responsible for fulfilling the promise to provide the specified good or service to our customers and we have discretion in establishing the price for the specified good or service. Additionally, in our sourcing
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business, in some cases, we take inventory risk before the specified good has been transferred to our customer. Customs brokerage, managed solutions, freight forwarding, and sourcing managed procurement transactions are recorded at the net amount we charge our customers for the services we provide because many of the factors stated above are not present.
CONTRACT ASSETS. Contract assets represent amounts for which we have the right to consideration for the services we have provided while a shipment is still in-transit but for which we have not yet completed our performance obligations or have not yet invoiced our customer. Upon completion of our performance obligations, which can vary in duration based upon the method of transport, and billing our customer, these amounts become classified within accounts receivable and are then typically due within 30 days.
ACCRUED TRANSPORTATION EXPENSE. Accrued transportation expense represents amounts we owe to vendors, primarily transportation providers, for the services they have provided while a shipment is still in-transit as of the reporting date.
ALLOWANCE FOR CREDIT LOSSES. Accounts receivable and contract assets are reduced by an allowance for expected credit losses. We determine our allowance for expected credit losses based on our past credit loss experience, our customers’ credit risk ratings, and other customer specific and macroeconomic factors. We compute an expected loss ratio for each credit rating pool based upon our historical write-off experience and apply it to our accounts receivable (i.e., loss ratio approach). This approach is then supplemented by the professional judgment of management, primarily in consideration of recent developments, write-off experience, and risk concentrations, for purposes of determining the expected credit loss allowance.
FOREIGN CURRENCY. Monetary assets and liabilities denominated in foreign currency are remeasured to the functional currency of our foreign subsidiaries, which is generally their local currency, at the current exchange rate as of the end of each period. Foreign exchange gains and losses on these balances are recognized in interest and other income/expense, net in our consolidated statement of operations and comprehensive income. The functional currency accounts of our foreign subsidiaries are translated to our U.S. Dollar reporting currency at the end of each period. Translation adjustments are recorded in other comprehensive income (loss) in our consolidated statement of operations and comprehensive income (loss). Consolidated statement of operations and comprehensive income items are translated at the average exchange rate during the period. In cases where our foreign subsidiaries operate in a highly inflationary economy, their functional currency is considered to be our U.S. Dollar reporting currency.
CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist primarily of bank deposits and highly liquid investments with an original maturity of three months or less from the time of purchase. Cash and cash equivalents held outside the United States totaled $ 144.9  million and $ 134.0  million as of December 31, 2025 and 2024, respectively. Approximately half of our cash and cash equivalents balance is denominated in U.S. Dollars although these balances are frequently held in locations where the U.S. Dollar is not the functional currency.
PREPAID EXPENSES AND OTHER. Prepaid expenses and other includes items such as software maintenance contracts, prepaid insurance premiums, other prepaid operating expenses, and inventories, consisting primarily of produce and related products held for resale.
RIGHT-OF-USE LEASE ASSETS. Right-of-use lease assets are recognized upon lease commencement and represent our right to use an underlying asset for the lease term.
LEASE LIABILITIES. Lease liabilities are recognized at commencement date and represent our obligation to make the lease payments arising from a lease, measured on a discounted basis.
PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost. Maintenance and repair expenditures are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated life of the asset. Amortization of leasehold improvements is computed over the shorter of the lease term or the estimated useful life of the improvement.
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We recognized the following depreciation expense (in thousands):  

2025 $ 32,520  
2024 35,967  
2023 39,569  

A summary of our property and equipment as of December 31 is as follows (in thousands):  

2025 2024
Furniture, fixtures, and equipment $ 161,932   $ 227,501  
Buildings 61,668   61,286  
Corporate aircraft 23,760   23,760  
Leasehold improvements 94,911   89,213  
Land 10,891   11,013  
Construction in progress 242   617  
Less: accumulated depreciation and amortization ( 237,042 ) ( 282,483 )
Net property and equipment (1)
$ 116,362   $ 130,907  

_________________________________________
(1) Includes $ 3.7 million of net property and equipment for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the consolidated balance sheets as of December 31, 2024. Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.
GOODWILL. Goodwill represents the excess of the cost of acquired businesses over the net fair value of identifiable tangible assets and identifiable intangible assets purchased and liabilities assumed. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (November 30 for us) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. See Note 2, Goodwill and Other Intangible Assets .
OTHER INTANGIBLE ASSETS. Other intangible assets include definite-lived customer lists and indefinite-lived trademarks. The definite-lived intangible assets are being amortized using the straight-line method over their estimated lives. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. The indefinite-lived trademarks are not amortized. Indefinite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable, or annually, at a minimum. See Note 2, Goodwill and Other Intangible Assets .
OTHER ASSETS. Other assets consist primarily of purchased and internally developed software. We amortize software when it is put into service using the straight-line method over three years . We recognized the following amortization expense of purchased and internally developed software (in thousands):  

2025 $ 60,047  
2024 49,032  
2023 38,803  

A summary of our purchased and internally developed software as of December 31 is as follows (in thousands):  

2025 2024
Purchased software $ 3,243   $ 3,074  
Internally developed software 233,550   188,950  
Less accumulated amortization ( 146,498 ) ( 92,621 )
Net software $ 90,295   $ 99,403  

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INCOME TAXES. Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates.
Annual tax provisions include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued.
The financial statement benefits of an uncertain income tax position are recognized when more likely than not, based on the technical merits, the position will be sustained upon examination. Unrecognized tax benefits are, more likely than not, owed to a taxing authority, and the amount of the contingency that is greater than 50 percent likely to be realized can be reasonably estimated. Uncertain income tax positions are included in “Accrued income taxes” or “Noncurrent income taxes payable” in the consolidated balance sheets.
COMPREHENSIVE INCOME (LOSS). Comprehensive income (loss) consists primarily of foreign currency translation adjustments. It is presented on our consolidated statements of operations and comprehensive income.
STOCK-BASED COMPENSATION. We have issued stock awards, including stock options, performance-based restricted stock units and shares, and time-based restricted stock units, to our key employees and non-employee directors. The awards vest over three to five years , either based on the achievement of certain dilutive earnings per share, adjusted gross profits, adjusted operating margin targets, or the passage of time. The related compensation expense for each award is recognized over the appropriate vesting period. The fair value of each share-based payment award is established on the date of grant. For grants of restricted shares and restricted stock units, the fair value is established based on the market price on the date of the grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 11 percent to 20 percent and are calculated using the Black-Scholes option pricing model-protective put method. Changes in expected volatility and risk-free interest rates are the primary reason for changes in the discount.
For grants of stock options, we use the Black-Scholes option pricing model to estimate the fair value of these share-based payment awards. The determination of the fair value of stock options is affected by our stock price and a number of assumptions, including expected volatility, expected term, risk-free interest rate, and dividend yield.

NOTE 2: GOODWILL AND OTHER INTANGIBLE ASSETS
The change in the carrying amount of goodwill is as follows (in thousands):
NAST Global Forwarding All Other and Corporate Total
December 31, 2023 balance $ 1,188,813   $ 207,599   $ 77,188   $ 1,473,600  

Foreign currency translation ( 9,369 ) ( 5,101 ) ( 1,571 ) ( 16,041 )
December 31, 2024 balance (1)
1,179,444   202,498   75,617   1,457,559  
Acquisitions 14,259   —   —   14,259  
Divestitures (2)
—   —   ( 28,697 ) ( 28,697 )
Foreign currency translation 8,390   5,974   491   14,855  
December 31, 2025 balance $ 1,202,093   $ 208,472   $ 47,411   $ 1,457,976  

_________________________________________
(1) Includes $ 28.6 million of goodwill for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the consolidated balance sheets. Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.
(2) On February 1, 2025, the Company completed the sale of our Europe Surface Transportation business. In connection with the sale, we disposed of goodwill included in the Europe Surface Transportation disposal group. Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.
Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not the fair value of our reporting units is less than their respective carrying value (“Step Zero Analysis”). If the Step Zero Analysis indicates it is more likely than not the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (“Step One Analysis”).
As part of our annual Step Zero Analysis performed in 2025, there were no factors identified suggesting that it was more likely than not that the fair value was less than their respective carrying value. As such, a Step One Analysis was not completed and no impairment has been recorded in any previous or current period presented.
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Identifiable intangible assets consisted of the following as of December 31 (in thousands): 

2025 2024
Cost Accumulated Amortization Net Cost Accumulated Amortization Net
Finite-lived intangibles
Customer relationships (1)
$ 72,109   $ ( 62,535 ) $ 9,574   $ 78,280   $ ( 55,984 ) $ 22,296  

Indefinite-lived intangibles
Trademarks 8,600   —  8,600   8,600   —  8,600  
Total intangibles (1)
$ 80,709   $ ( 62,535 ) $ 18,174   $ 86,880   $ ( 55,984 ) $ 30,896  

_________________________________________
(1) Amounts as of December 31, 2024, include $ 2.7 million of net intangible assets for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the consolidated balance sheets. Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.
Amortization expense for other intangible assets was (in thousands):  

2025 $ 10,251  
2024 12,161  
2023 20,613  

Finite-lived intangible assets, by reportable segment, as of December 31, 2025, will be amortized over their remaining lives as follows (in thousands):
NAST Global Forwarding Total
2026 $ 7,857   $ 407   $ 8,264  
2027 1,310   —   1,310  
Total $ 9,574  

NOTE 3: FAIR VALUE MEASUREMENT
Accounting guidance on fair value measurements for certain financial assets and liabilities requires assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
• Level 1-Quoted market prices in active markets for identical assets or liabilities.
• Level 2-Observable market-based inputs or unobservable inputs that are corroborated by market data.
• Level 3-Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.
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Assets and liabilities held for sale. On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business. The sale included all assets and liabilities of the business other than our proprietary technology platform. As a result of the divestiture the Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024. We measured the disposal group at its fair value less costs incurred to sell and recorded a $ 44.5 million pre-tax loss on the disposal group in twelve months ended December 31, 2024. The fair value of the assets and liabilities held for sale were classified as Level 2 in the fair value hierarchy based on the negotiated sale price, which is an observable market-based input. The sale closed with an effective date of February 1, 2025. There are no remaining assets and liabilities held for sale as of December 31, 2025. Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.
The Company may seek to manage its exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts. Foreign currency forward contracts are accounted for at fair value with the recognition of all derivative instruments as either assets or liabilities on the balance sheet, and changes in fair value recognized in interest and other income/expenses, net in the consolidated statements of operations and comprehensive income. These contracts are accounted for as non-designated hedges pursuant to ASC Topic 815, “ Derivatives and Hedging. ” Foreign currency forward contracts are classified under Level 2 of the fair value hierarchy and are measured using market-based rates. The impact of foreign currency forward contracts were not material as of and for the twelve months ended December 31, 2025 and 2024.
We had no other Level 2 or Level 3 assets or liabilities as of and during the periods ended December 31, 2025 or 2024. There were no transfers between levels during the period.  

NOTE 4: FINANCING ARRANGEMENTS
The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands):
Average interest rate as of Carrying value as of
December 31, 2025 December 31, 2024 Maturity December 31, 2025 December 31, 2024
Revolving Credit Facility 4.82   % 5.58   % November 2027 $ —   $ 9,000  

Senior Notes, Series B 4.26   % 4.26   % August 2028 150,000   150,000  
Senior Notes, Series C 4.60   % 4.60   % August 2033 175,000   175,000  
Receivables Securitization Facility (1)
4.59   % 5.23   % August 2027 166,654   446,792  
Senior Notes (1)
4.20   % 4.20   % April 2028 597,784   596,857  
Total debt 1,089,438   1,377,649  
Less: Current maturities and short-term borrowing —   ( 455,792 )
Long-term debt $ 1,089,438   $ 921,857  

________________________________ 
(1) Net of unamortized discounts and issuance costs.
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SENIOR UNSECURED REVOLVING CREDIT FACILITY
We have a senior unsecured revolving credit facility (the “Credit Agreement”) with a total availability of $ 1 billion, which may be reduced by standby letters of credit. The Credit Agreement has a maturity date of November 19, 2027. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month SOFR plus a specified margin). As of December 31, 2025, the variable rate equaled SOFR and a credit spread adjustment of 0.10 percent plus 1.00 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility ranging from 0.07 percent to 0.15 percent. The recorded amount of borrowings outstanding, if any, approximates fair value because of the short maturity period of the debt; therefore, we consider these borrowings to be a Level 2 financial liability.
The Credit Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.75 to 1.00. The Credit Agreement also contains customary events of default.
NOTE PURCHASE AGREEMENT
On August 23, 2013, we entered into a Note Purchase Agreement with certain institutional investors (the “Purchasers”). On August 27, 2013, the Purchasers purchased an aggregate principal amount of $ 500 million of our Senior Notes, Series A, Senior Notes Series B, and Senior Notes Series C (collectively, the “Notes”). Interest on the Notes is payable semi-annually in arrears. The fair value of the Notes approximated $ 311.8 million as of December 31, 2025. We estimate the fair value of the Notes primarily using an expected present value technique, which is based on observable market inputs using interest rates currently available to companies of similar credit standing for similar terms and remaining maturities and considering our own risk. If the Notes were recorded at fair value, they would be classified as Level 2 financial liability. Senior Notes Series A matured in August 2023.
The Note Purchase Agreement contains various restrictions and covenants that require us to maintain certain financial ratios, including a maximum leverage ratio of 3.50 to 1.00, a minimum interest coverage ratio of 2.00 to 1.00, and a maximum consolidated priority debt to consolidated total asset ratio of 10 percent.
The Note Purchase Agreement provides for customary events of default. The occurrence of an event of default would permit certain Purchasers to declare certain Notes then outstanding to be immediately due and payable. Under the terms of the Note Purchase Agreement, the Notes are redeemable, in whole or in part, at 100 percent of the principal amount being redeemed together with a “make-whole amount” (as defined in the Note Purchase Agreement), and accrued and unpaid interest with respect to each Note. The obligations of the company under the Note Purchase Agreement and the Notes are guaranteed by C.H. Robinson Company, a Delaware corporation and a wholly-owned subsidiary of the company, and by C.H. Robinson Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company. On November 21, 2022, we executed the third amendment to the Note Purchase Agreement to among other things, facilitate the terms of the Credit Agreement.
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U.S. TRADE ACCOUNTS RECEIVABLE SECURITIZATION
On November 19, 2021, we entered into a receivables purchase agreement and related transaction documents with Bank of America, N.A. and Wells Fargo Bank, N.A. to provide a receivables securitization facility (the “Receivables Securitization Facility”). The Receivables Securitization Facility is based on the securitization of a portion of our U.S. trade accounts receivable with a total availability of $ 500 million as of December 31, 2025. The interest rate on borrowings under the Receivables Securitization Facility is based on SOFR plus a credit spread adjustment of 0.10 percent plus 0.80 percent. In addition, there is a commitment fee on the average daily undrawn stated amount under the facility of 0.20 percent.
The recorded amount of borrowings outstanding under the Receivables Securitization Facility approximates fair value because it can be redeemed on short notice and the interest rate floats. We consider these borrowings to be a Level 2 financial liability.
The Receivables Securitization Facility contains various customary affirmative and negative covenants, and it also contains customary default and termination provisions, which provide for acceleration of amounts owed under the Receivables Securitization Facility upon the occurrence of certain specified events.
On August 12, 2025, we amended the Receivables Securitization Facility to extend the termination date of the facility to August 12, 2027. The total available remains $ 500  million, and we have the option to utilize an accordion feature, if needed, of an additional $ 250  million pursuant to the provisions of the Receivables Purchase Agreement, amended by the Receivables Purchase Amendment.
SENIOR NOTES
On April 9, 2018, we issued senior unsecured notes (“Senior Notes”) through a public offering. The Senior Notes bear an annual interest rate of 4.20 percent payable semi-annually on April 15 and October 15, until maturity on April 15, 2028. Taking into effect the amortization of the original issue discount and all underwriting and issuance expenses, the Senior Notes have an effective yield to maturity of approximately 4.39 percent per annum. The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $ 602.8 million as of December 31, 2025, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $ 597.8 million as of December 31, 2025.
We may redeem the Senior Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption prices described in the Senior Notes. Upon the occurrence of a “change of control triggering event” as defined in the Senior Notes (generally, a change of control of us accompanied by a reduction in the credit rating for the Senior Notes), we will generally be required to make an offer to repurchase the Senior Notes from holders at 101 percent of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Senior Notes were issued under an indenture that contains covenants imposing certain limitations on our ability to incur liens; enter into sales and leaseback transactions above certain limits; and consolidate, merge, or transfer substantially all of our assets and those of our subsidiaries on a consolidated basis. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the indenture, and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing with respect to the Senior Notes, the trustee or holders of at least 25 percent in principal amount outstanding of the Senior Notes may declare the principal and the accrued and unpaid interest, if any, on all of the outstanding Senior Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations, and exceptions that are described in the indenture. The indenture does not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.
In addition to the above financing agreements, we have a $ 20  million discretionary line of credit with U.S. Bank of which $ 18.9  million is currently utilized for standby letters of credit related to insurance collateral as of December 31, 2025. These standby letters of credit are renewed annually and were undrawn as of December 31, 2025.
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NOTE 5: INCOME TAXES
C.H. Robinson Worldwide, Inc., and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal income tax return. We file unitary or separate state returns based on state filing requirements. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2021.
The Company is no longer indefinitely reinvested with respect to the unremitted earnings of any foreign subsidiaries. However, the Company continues to assert indefinite reinvestment with respect to certain other outside‑basis temporary differences related to those subsidiaries. It is not practicable for the Company to estimate the amount of unrecognized deferred tax liability associated with other outside-basis temporary differences.
In 2021, the Organization for Economic Cooperation and Development (“OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15 percent. Subsequently, multiple sets of administrative guidance have been issued. Many non-U.S. tax jurisdictions have either recently 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.
Recent OECD administrative guidance introduced a new “Side‑by‑Side” framework under Pillar Two, including a Side‑by‑Side Safe Harbor that can significantly reduce or eliminate top‑up taxes for multinational groups headquartered in eligible jurisdictions. The guidance that was released in early January 2026 adds clarity around the application of the global minimum tax rules, including new safe harbors and simplified compliance measures intended to ease the Pillar Two reporting and calculation burden for affected companies. The Company is currently reviewing this new guidance to evaluate potential implications for our global tax profile, operational structures, and reporting obligations beginning in 2026. The rules implemented for the tax year 2025 did not result in additional tax for the Company.
Income before provision for income taxes consisted of (in thousands):
Twelve Months Ended December 31,
2025 2024 2023
Domestic $ 525,436   $ 336,328   $ 287,524  
Foreign 197,021   242,876   121,662  
Total $ 722,457   $ 579,204   $ 409,186  

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands):
As of December 31,
2025 2024 2023
Unrecognized tax benefits, beginning of period $ 19,750   $ 16,916   $ 39,056  
Additions based on tax positions related to the current year 4,984   2,747   2,111  
Additions for tax positions of prior years 19,193   2,168   1,268  
Reductions for tax positions of prior years ( 315 ) ( 582 ) ( 91 )
Lapse in statute of limitations ( 1,005 ) ( 1,182 ) ( 2,346 )
Settlements ( 13,031 ) ( 317 ) ( 23,082 )
Unrecognized tax benefits, end of the period $ 29,576   $ 19,750   $ 16,916  

Income tax expense considers amounts that may be needed to cover exposures for open tax years. We do not expect any material impact related to open tax years; however, actual settlements may differ from amounts accrued.
As of December 31, 2025, December 31, 2024, and December 31, 2023, we had unrecognized tax benefits and related interest and penalties of $ 34.9 million, $ 23.5 million, and $ 20.1 million, respectively, all of which would affect our effective tax rate if recognized. In the unlikely event these unrecognized tax benefits and related interest and penalties were recognized fully in 2025, the impact to the annual effective tax rate would have been 4.8 percent.
We recognize interest and penalties related to uncertain tax positions in the provision for income taxes. During the years ended December 31, 2025, 2024, and 2023, we recognized approximately $ 0.9 million, $ 0.7 million, and $ 0.7 million in interest and penalties, respectively. We had approximately $ 5.3 million and $ 3.7 million for the payment of interest and penalties related to
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uncertain tax positions accrued within noncurrent income taxes payable as of December 31, 2025 and 2024, respectively. These amounts are not included in the reconciliation above.
The components of the provision for income taxes consist of the following (in thousands): 

Twelve Months Ended December 31,
2025 2024 2023
Tax provision:
Federal $ 79,297   $ 135,807   $ 55,149  
State 6,494   23,081   4,014  
Foreign 41,588   32,885   62,426  
127,379   191,773   121,589  
Deferred provision (benefit):
Federal 7,553   ( 83,702 ) ( 32,820 )
State 4,745   ( 10,379 ) 6,223  
Foreign ( 4,301 ) 15,822   ( 10,935 )
7,997   ( 78,259 ) ( 37,532 )
Total provision $ 135,376   $ 113,514   $ 84,057  

A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate after the adoption of ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure , is as follows (dollars in thousands):
Year Ended December 31, 2025
$ %
U.S. federal statutory rate $ 151,716   21.0   %
State and local income taxes, net of federal income tax effect (1)
4,531   0.6  
Foreign tax effects 2,186   0.3  

Effect of cross-border tax laws (net of foreign tax credits)
Subpart F income ( 12,038 ) ( 1.7 )
Global intangible low-taxed income 7,217   1.0  
Other ( 3,251 ) ( 0.5 )
Tax credits ( 2,964 ) ( 0.4 )
Changes in valuation allowances ( 6,274 ) ( 0.9 )
Nontaxable or nondeductible items
Share-based payment awards ( 31,818 ) ( 4.4 )
Section 162(m) limitations on compensation 14,034   1.9  
Other 2,576   0.4  
Changes in unrecognized tax benefits 7,664   1.1  
Other adjustments 1,797   0.3  
Effective income tax rate $ 135,376   18.7   %

________________________________
(1) State taxes in Illinois, New Jersey, and Texas make up the majority (greater than 50 percent) of the tax effect in this category.
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A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate prior to the adoption of ASU 2023-09 is as follows:
Twelve Months Ended December 31,
2024 2023
Federal statutory rate 21.0   % 21.0   %
State income taxes, net of federal benefit 1.9   2.1  
Section 199 deduction —   4.7  
Share-based payment awards ( 1.8 ) ( 2.7 )
Foreign tax credits 2.5   ( 9.5 )
Other U.S. tax credits and incentives ( 5.3 ) ( 3.4 )
Foreign tax rate differential ( 0.4 ) 5.8  
Remeasurement of deferred tax balances ( 1.1 ) —  
Business divestitures (1)
1.3   0.9  
Section 162(m) limitations on compensation 1.3   1.2  
Other 0.2   0.4  
Effective income tax rate 19.6   % 20.5   %
________________________________
(1) Amounts in 2024 relate to the divestiture of our Europe Surface Transportation business. Amounts in 2023 relate to the divestiture of our Argentina operations. Refer to Note 15, Divestitures , for further discussion related to these divestitures.
Income taxes paid (net of refunds received) are presented below (in thousands). Jurisdictions where income taxes paid exceeded five percent of total income taxes paid (net of refunds received) are disclosed separately.

Twelve Months Ended December 31, 2025
Federal $ 63,714  
State and local 13,133  
Foreign
     China 7,359  
     Ireland ( 7,857 )
     Other 18,698  
Total income taxes paid (net of refunds received) $ 95,047  

Cash income taxes paid (net of refunds received) were $ 131.8 million and $ 155.9 million for the twelve months ended December 31, 2024 and December 31, 2023, respectively.
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Deferred tax assets (liabilities) are comprised of the following (in thousands):
As of December 31,
2025 2024
Deferred tax assets:
Lease liabilities $ 57,430   $ 72,532  
Compensation 45,359   64,202  
Accrued expenses 36,432   42,718  

Foreign affiliate prepayment 57,121   49,409  
Foreign net operating loss carryforwards
59,096   69,555  
Long-lived assets 117,473   109,308  
Other
22,484   32,855  
   Total deferred tax assets (before valuation allowance)
395,395   440,579  
   Less: valuation allowance
( 48,802 ) ( 64,198 )
   Total deferred tax assets 346,593   376,381  
Deferred tax liabilities:
Right-of-use assets ( 50,063 ) ( 64,686 )

Prepaid assets ( 7,053 ) ( 4,928 )

Foreign withholding tax ( 8,803 ) ( 10,645 )
Other (1)
( 8,745 ) ( 7,778 )
   Total deferred tax liabilities ( 74,664 ) ( 88,037 )
Net deferred tax assets $ 271,929   $ 288,344  
________________________________
(1) The amounts as of December 31, 2024, have been adjusted to conform to current year presentation.
We had foreign net operating loss carryforwards with a tax effect of $ 59.1 million as of December 31, 2025, and $ 69.6 million as of December 31, 2024. The net operating loss carryforwards will expire at various dates through 2042, with certain jurisdictions having indefinite carryforward terms. We continually monitor and review the foreign net operating loss carryforwards to determine the ability to realize the deferred tax assets associated with the foreign net operating loss carryforwards. As of December 31, 2025 and December 31, 2024, we have recorded a valuation allowance of $ 48.8  million and $ 64.2  million, respectively, against the deferred tax asset related to the foreign operating loss carryforwards that are primarily in Luxembourg.

NOTE 6: CAPITAL STOCK AND STOCK AWARD PLANS
PREFERRED STOCK. Our Certificate of Incorporation authorizes the issuance of 20,000,000 shares of preferred stock, par value $ 0.10 per share. There are no shares of preferred stock outstanding. The preferred stock may be issued by resolution of our Board of Directors at any time without any action of the stockholders. The Board of Directors may issue the preferred stock in one or more series and fix the designation and relative powers. These include voting powers, preferences, rights, qualifications, limitations, and restrictions of each series. The issuance of any such series may have an adverse effect on the rights of holders of common stock and may impede the completion of a merger, tender offer, or other takeover attempt.
COMMON STOCK. Our Certificate of Incorporation authorizes 480,000,000 shares of common stock, par value $ 0.10 per share. Subject to the rights of preferred stock, which may from time to time be outstanding, holders of common stock are entitled to receive dividends out of funds legally available, when and if declared by the Board of Directors, and to receive their share of the net assets of the company legally available for distribution upon liquidation or dissolution.
For each share of common stock held, stockholders are entitled to one vote on each matter to be voted on by the stockholders, including the election of directors. Holders of common stock are not entitled to cumulative voting. The stockholders do not have preemptive rights. All outstanding shares of common stock are fully paid and nonassessable.
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STOCK AWARD PLANS. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary expense recognized within personnel expenses in our consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
2025 2024 2023
Stock options $ —   $ 4,352   $ 8,929  
Stock awards 77,109   77,243   45,878  
Company expense on ESPP discount 2,961   2,995   3,362  
Total stock-based compensation expense $ 80,070   $ 84,590   $ 58,169  

On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”), authorizing the issuance of up to 4,261,884 shares pursuant to awards granted under the Plan. On May 8, 2025, the Plan was amended and restated, and our shareholders approved an increase in the number of shares authorized for issuance by 4,000,000 . The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units (“PSUs”) and shares, and time-based restricted stock units, to our key employees and non-employee directors. Shares subject to awards under the Plan or certain of our prior equity incentive plans that expire or are canceled without delivery of shares or that are settled in cash generally may become available again for issuance under the Plan. There were 4,976,254 shares available for stock awards under the Plan as of December 31, 2025.
STOCK OPTIONS. We have awarded stock options to certain key employees that vested primarily based on their continued employment. These awards were fully vested in 2024 and there is no remaining unrecognized compensation expense related to stock options as of December 31, 2025. The outstanding options have expiration dates between 2026 and 2030. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.
The following schedule summarizes stock option activity in the plans.
Options Weighted
Average
Exercise
Price Aggregate
Intrinsic
Value
(in thousands) Average
Remaining
Life
(years)
Outstanding as of December 31, 2024 3,491,998   $ 79.83   $ 82,024   3.6

Exercised ( 1,803,369 ) 79.83  
Forfeitures ( 711 ) 71.93  
Outstanding as of December 31, 2025 1,687,918   $ 79.84   $ 136,587   3.1

Vested as of December 31, 2025 1,687,918   $ 79.84   3.1
Exercisable as of December 31, 2025 1,687,918   $ 79.84   3.1

There were no potentially dilutive stock options for 2025 excluded from our diluted net income per share calculations because these securities’ exercise prices were anti-dilutive (e.g., greater than the average market price of our common stock).
Information on the intrinsic value of options exercised is as follows (in thousands):
2025 $ 86,930  
2024 34,519  
2023 14,442  

STOCK AWARDS. We have awarded performance-based restricted shares, performance-based restricted stock units (“PSUs”), and time-based restricted stock units. Most of our awards granted prior to 2024 contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 11 percent to 20 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility, and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
We have awarded PSUs to certain key employees. These PSUs vest over a three-year period based on the achievement of certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.
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The following table summarizes activity related to our PSUs as of December 31, 2025:

Number of Restricted
Shares and Restricted
Stock Units Weighted Average
Grant Date Fair Value
Unvested as of December 31, 2024 642,257   $ 83.25  
Granted (1)
310,479   96.51  

Vested ( 125,466 ) 92.13  
Forfeitures (2)
( 225,257 ) 89.90  
Unvested as of December 31, 2025 602,013   $ 85.81  

________________________________ 
(1) Amount represents PSU grants at target.
(2) Includes awards forfeited for not achieving performance targets.
The following table summarizes unvested PSUs by vesting period at target:  

First Vesting Date Last Vesting Date Performance Shares and Stock Units
Granted, Net of
Forfeitures Weighted
Average Grant
Date Fair Value (1)
Unvested Performance
Shares and Restricted
Stock Units
December 31, 2023
December 31, 2026 171,761   $ 92.12   23,148   (2)

December 31, 2024 December 31, 2026 312,820   73.43   283,908  
December 31, 2025 December 31, 2027 294,957   96.50   294,957  
779,538   $ 86.28   602,013  

________________________________ 
(1) Amount shown is the weighted average grant date fair value of PSUs granted, net of forfeitures.
(2) Remaining unvested PSUs were granted on June 26, 2023, upon the appointment of our President and Chief Executive Officer.
We granted an additional 247,793 PSUs at target in February 2026. These awards have a weighted average grant date fair value of $ 197.73 and will vest over a three-year period and contain an upside opportunity of up to 200 percent based upon achieving cumulative three-year dilutive earnings per share targets.
Time-Based Awards
We have awarded time-based restricted stock unit awards to certain key employees. These time-based awards vest over a three-year period. In 2023, we also granted retention awards, which vest over a one-year to three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment and are being expensed based on the terms of the awards.
The following table summarizes activity related to our time-based restricted stock unit grants as of December 31, 2025:  
Number of Restricted
Shares and Stock Units Weighted Average
Grant Date Fair Value
Unvested as of December 31, 2024 722,955   $ 83.22  
Granted 543,096   98.54  
Vested ( 536,863 ) 87.82  
Forfeitures ( 77,905 ) 85.42  
Unvested as of December 31, 2025 651,283   $ 91.96  

We granted an additional 292,406 time-based restricted stock units in February 2026. These awards have a weighted average grant date fair value of $ 197.73 and will vest over a three-year period.
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A summary of the fair value of stock awards vested (in thousands):  

2025 $ 58,666  
2024 71,587  
2023 53,868  

As of December 31, 2025, there was unrecognized compensation expense of $ 123.9 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs. The amount of future expense to be recognized will be based on the passage of time and contingent upon achieving cumulative three-year dilutive earnings per share targets over their respective performance period.
EMPLOYEE STOCK PURCHASE PLAN. Our 1997 Employee Stock Purchase Plan allows our employees to contribute up to $ 10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of the quarter discounted by 15 percent. Shares are vested immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands):  

Shares Purchased
By Employees Aggregate Cost
to Employees Expense Recognized
By the Company
2025 176,568   $ 16,782   $ 2,961  
2024 224,578   16,973   2,995  
2023 240,418   19,051   3,362  

SHARE REPURCHASE PROGRAMS. 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, we had 3,669,530 shares remaining under the share repurchase authorization. The activity under these authorizations is as follows (dollar amounts in thousands):
Shares Repurchased Total Value of Shares
Repurchased
2025 Repurchases 3,093,915   $ 356,263  
2024 Repurchases —   —  
2023 Repurchases 645,753   62,778  

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.

NOTE 7: COMMITMENTS AND CONTINGENCIES
EMPLOYEE BENEFIT PLANS. We offer a defined contribution plan, which qualifies under section 401(k) of the Internal Revenue Code and covers all eligible U.S. employees. We can also elect to make matching contributions to the plan. Annual discretionary contributions may also be made to the plan. Defined contribution plan expense, including matching contributions, is as follows (in thousands):  

2025 $ 45,787  
2024 47,017  
2023 45,854  

We contributed a defined contribution match of six percent in 2025, 2024, and 2023.
LEASE COMMITMENTS. We maintain operating leases for office space, warehouses, office equipment, trailers, and a small number of intermodal containers. See Note 10, Leases , for further information.
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LITIGATION. We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases as of December 31, 2025. 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 additional losses. However, based upon our historical experience, the resolution of these proceedings is not expected to have a material effect on our consolidated financial position, results of operations, or cash flows.

NOTE 8: SEGMENT REPORTING
Our segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. The internal reporting of segments is aligned with the reporting and review process used by our chief operating decision maker (“CODM”), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies. We do not report our intersegment revenues by segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
Our CODM utilizes segment operating income as the primary measure to evaluate the performance of our reportable segments. Operating income is an important measure of our ability to optimize our cost structure through innovation of our proprietary operating systems and accelerating the capabilities of our workforce. It also guides the allocation of resources, including employees, technology investments, and capital resource investments to each segment. Additionally, operating income is also an important measure of our ability to maintain pricing discipline and driving profitable growth while effectively serving our customers and contract carriers. We consider operating income to be our primary performance metric. The review of segment performance and the allocation of resources occurs primarily in the annual budgeting process and through a regular cadence of operating reviews to monitor the progress of strategic initiatives included in our enterprise balanced scorecard.
We identify two reportable segments with all other segments included in “All Other and Corporate” as follows:
• North American Surface Transportation: NAST provides freight transportation services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST are truckload and less than truckload (“LTL”) transportation services.
• Global Forwarding: Global Forwarding provides global logistics services through an international network of offices in North America, Asia, Europe, 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.
• All Other and Corporate: 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. Robinson Fresh provides sourcing services including the buying; selling; and/or marketing of fresh fruits, vegetables, and other value-added perishable items. Managed Solutions provides Transportation Management Services, or Managed TMS. Other Surface Transportation revenues were primarily earned by our Europe Surface Transportation segment which was sold effective February 1, 2025. Europe Surface Transportation provided transportation and logistics services including truckload and LTL transportation services across Europe. Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.

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Reportable segment information is as follows (dollars in thousands):

  Twelve Months Ended December 31, 2025

NAST Global Forwarding Total
Revenues from external customers $ 11,562,714   $ 3,090,018   $ 14,652,732  
Other revenues from external customers (1)
1,580,031  
Total consolidated revenues
16,232,763  
Less significant segment expenses:

Purchased transportation and related services (2)
9,856,385   2,348,097  

Personnel expenses (2)
643,979   349,955  
Other selling, general, and administrative expenses (2)
440,514   208,183  
Segment operating income 621,836   183,783   805,619  
Other operating income (loss) (1)
( 10,658 )
Total consolidated operating income
794,961  
Interest and other income/expenses, net
( 72,504 )
Income before provision for income taxes
$ 722,457  

  Twelve Months Ended December 31, 2024

NAST Global Forwarding Total
Revenues from external customers $ 11,727,539   $ 3,805,018   $ 15,532,557  
Other revenues from external customers (1)
2,192,399  
Total consolidated revenues
17,724,956  
Less significant segment expenses:

Purchased transportation and related services (2)
10,086,344   3,002,469  

Personnel expenses (2)
669,611   371,576  
Other selling, general, and administrative expenses (2)
440,292   218,497  
Segment operating income 531,292   212,476   743,768  
Other operating income (loss) (1)
( 74,627 )
Total consolidated operating income
669,141  
Interest and other income/expenses, net
( 89,937 )
Income before provision for income taxes
$ 579,204  

  Twelve Months Ended December 31, 2023

NAST Global Forwarding Total
Revenues from external customers $ 12,471,075   $ 2,997,704   $ 15,468,779  
Other revenues from external customers (1)
2,127,664  
Total consolidated revenues
17,596,443  
Less significant segment expenses:

Purchased transportation and related services (2)
10,877,221   2,308,339  

Personnel expenses (2)
662,037   366,464  
Other selling, general, and administrative expenses (2)
471,857   237,071  
Segment operating income 459,960   85,830   545,790  
Other operating income (loss) (1)
( 31,183 )
Total consolidated operating income
514,607  
Interest and other income/expenses, net
( 105,421 )
Income before provision for income taxes
$ 409,186  

________________________________ 
(1) Other revenues from external customers and operating income (loss) are attributable to 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.
(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
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Additional segment disclosures as of, and for the years ended, December 31, 2025, 2024, and 2023, is as follows (dollars in thousands):

NAST Global Forwarding All Other and Corporate Consolidated
December 31, 2025
Depreciation and amortization $ 19,354   $ 9,087   $ 74,377   $ 102,818  
Total assets (1)
2,853,372   1,142,015   1,062,994   5,058,381  
Average employee headcount 5,158   4,284   3,291   12,733  
December 31, 2024
Depreciation and amortization $ 20,670   $ 10,602   $ 65,888   $ 97,160  
Total assets (1)
2,874,701   1,335,178   1,088,047   5,297,926  
Average employee headcount 5,696   4,678   4,012   14,386  
December 31, 2023
Depreciation and amortization $ 23,027   $ 19,325   $ 56,633   $ 98,985  
Total assets (1)
3,008,459   1,094,895   1,121,926   5,225,280  
Average employee headcount 6,469   5,222   4,350   16,041  

________________________________
(1) All cash and cash equivalents and certain owned properties are included in All Other and Corporate.
The following table presents our total revenues (based on location of the customer) and long-lived assets (including other intangible assets and other assets) by geographic regions (in thousands):  

For the year ended December 31,
2025 2024 2023
Total revenues
U.S. $ 14,339,494   $ 14,872,311   $ 14,795,659  
Other locations 1,893,269   2,852,645   2,800,784  
Total revenues $ 16,232,763   $ 17,724,956   $ 17,596,443  

As of December 31,
2025 2024 2023
Long-lived assets
U.S. $ 593,629   $ 678,900   $ 728,538  
Other locations 208,233   220,458   142,448  
Total long-lived assets $ 801,862   $ 899,358   $ 870,986  

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NOTE 9: REVENUE FROM CONTRACTS WITH CUSTOMERS
A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the twelve months ended December 31, 2025, 2024, and 2023, as follows (dollars in thousands):
Twelve Months Ended December 31, 2025
NAST Global Forwarding All Other and Corporate Total
Major service lines:
Transportation and logistics services (1)
$ 11,562,714   $ 3,090,018   $ 171,072   $ 14,823,804  
Sourcing (2)
—   —   1,408,959   1,408,959  
Total $ 11,562,714   $ 3,090,018   $ 1,580,031   $ 16,232,763  

Twelve Months Ended December 31, 2024
NAST Global Forwarding All Other and Corporate Total
Major service lines:
Transportation and logistics services (1)
$ 11,727,539   $ 3,805,018   $ 821,188   $ 16,353,745  
Sourcing (2)
—   —   1,371,211   1,371,211  
Total $ 11,727,539   $ 3,805,018   $ 2,192,399   $ 17,724,956  

Twelve Months Ended December 31, 2023
NAST Global Forwarding All Other and Corporate Total
Major service lines:
Transportation and logistics services (1)
$ 12,471,075   $ 2,997,704   $ 903,881   $ 16,372,660  
Sourcing (2)
—   —   1,223,783   1,223,783  
Total $ 12,471,075   $ 2,997,704   $ 2,127,664   $ 17,596,443  
_______________________________ 
(1) Transportation and logistics services performance obligations are completed over time.
(2) Sourcing performance obligations are completed at a point in time.
We typically do not receive consideration and amounts are not due from our customer prior to the completion of our performance obligations and as such contract liabilities as of December 31, 2025 and 2024, and revenue recognized in the twelve months ended December 31, 2025, 2024, and 2023, resulting from contract liabilities were not significant. Contract assets and accrued expenses—transportation expenses fluctuate from period to period primarily based upon changes in transportation pricing and costs and shipments in-transit at period end.
Approximately 88 percent, 89 percent, and 90 percent of our total revenues for the twelve months ended December 31, 2025, 2024, and 2023, respectively, are attributable to arranging for the transportation of our customers’ freight for which we transfer control and satisfy our performance obligation over the requisite transit period. A days-in-transit output method is used to measure the progress of our performance as of the reporting date. We determine the transit period based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and how much of it has been completed as of the reporting date may require management to make judgments that affect the timing of revenue recognized. We have determined that revenue recognition over the transit period provides a faithful depiction of the transfer of goods and services to our customer as our obligation is performed over the transit period. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event.
Approximately nine percent, eight percent, and seven percent of our total revenues for the twelve months ended December 31, 2025, 2024, and 2023, respectively, are attributable to buying, selling, and/or marketing of produce including fresh fruits, vegetables, and other value-added perishable items. Total revenues for these transactions are recognized at a point in time upon completion of our performance obligation, which is generally when the produce is received by our customer. The transaction price for our performance obligation under these arrangements is generally fixed and readily determinable upon contract inception and is not contingent upon the occurrence or non-occurrence of another event.
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Approximately three percent of our total revenues for the twelve months ended December 31, 2025, 2024, and 2023, respectively, are attributable to value-added logistics services, such as customs brokerage, fee-based managed solutions, warehousing services, and supply chain consulting and optimization services. Total revenues for these services are recognized over time as we complete our performance obligation. Transaction price is determined and allocated to these performance obligations at their fixed fee or agreed upon rate multiplied by their associated measure of progress, which may be transactional volumes, labor hours, or time elapsed.
We expense incremental costs of obtaining customer contracts (i.e., sales commissions) due to the short duration of our arrangements as the amortization period of such amounts is expected to be less than one year . These amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income. In addition, we do not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period, as our contracts have an expected length of one year or less. Finally, for certain of our performance obligations, such as fee-based managed solutions, supply chain consulting and optimization services, and warehousing services, we have recognized revenue in the amount for which we have the right to invoice our customer as we have determined this amount corresponds directly with the value provided to the customer for our performance completed to date.

NOTE 10: LEASES
We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and trailers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. These contracts typically have a term of twelve months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases.
Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total lease liability plus prepaid rents. As our leases typically do not provide an implicit rate, we use our fully collateralized incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is influenced by market interest rates, our credit rating, and lease term, and as such, may differ for individual leases.
Our lease agreements typically do not contain variable lease payments, residual value guarantees, purchase options, or restrictive covenants. Many of our leases include the option to renew for a period of months to several years. The term of our leases may include the option to renew when it is reasonably certain we will exercise that option, although these occurrences are seldom. We have lease agreements with lease components (e.g., payments for rent) and non-lease components (e.g., payments for common area maintenance and parking), which are all accounted for as a single lease component.
We do not have material lease agreements that have not yet commenced that are expected to create significant rights or obligations as of December 31, 2025.
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Information regarding lease costs, other lease information, remaining lease term, and discount rate are presented below (dollars in thousands):

Twelve Months Ended December 31,
Lease Costs 2025 2024 (1)
2023 (1)

Operating lease expense $ 91,228   $ 96,884   $ 100,635  
Short-term lease expense 4,323   4,109   5,377  
Right-of-use asset impairments (2)
6,855   11,950   —  
Total lease expense (3)
$ 102,406   $ 112,943   $ 106,012  
_______________________________
(1) The twelve months ended December 31, 2024 and December 31, 2023 have been adjusted to conform to current year presentation.
(2) During the twelve months ended December 31, 2025, we recognized a $ 6.3 million impairment charge included in All Other and Corporate resulting from the execution of a sublease agreement on a portion of our Kansas City Regional Center. The impairment was determined by comparing the discounted cash flows of the head lease and sublease rental payments. All other right-of-use asset impairments were associated with restructuring initiatives. During the twelve months ended December 31, 2024, we recognized $ 12.0  million of impairments associated with restructuring initiatives. Refer to Note 14, Restructuring , for further discussion related to our restructuring programs.
(3) Total lease expense is included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income.

Twelve Months Ended December 31,
Other Lease Information 2025 2024 2023
Operating cash outflows from operating leases $ 99,523   $ 97,743   $ 97,880  
Right-of-use lease assets obtained in exchange for new lease liabilities 29,788   85,233   66,473  

As of December 31,
Lease Term and Discount Rate 2025 2024
Weighted average remaining lease term (in years) 4.9 5.5
Weighted average discount rate 4.5   % 4.3   %

The maturity of lease liabilities as of December 31, 2025, were as follows (in thousands):
Maturity of Lease Liabilities Operating Leases
2026 $ 84,147  
2027 74,844  
2028 59,736  
2029 44,716  
2030 31,663  
Thereafter 46,205  
Total lease payments 341,311  
Less: Interest ( 35,363 )
Present value of lease liabilities $ 305,948  

NOTE 11. ALLOWANCE FOR CREDIT LOSSES
Our allowance for credit losses is computed using a number of factors, including our past credit loss experience and our customers’ credit ratings, in addition to other customer-specific factors. We have also considered recent trends and developments related to the current macroeconomic environment in determining our ending allowance for credit losses for both accounts receivable and contract assets. The allowance for credit losses on contract assets was not significant.
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A rollforward of our allowance for credit losses on our accounts receivable balance is presented below for the twelve months ended December 31, 2024 and 2025 (in thousands):

Balance, December 31, 2023 $ 14,229  
Provision 6,693  
Write-offs ( 6,884 )
Balance, December 31, 2024 (1)
14,038  
Provision 8,566  
Write-offs ( 8,184 )
Balance, December 31, 2025 $ 14,420  

_________________________________________
(1) Includes an immaterial allowance for credit losses for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the consolidated balance sheets. Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business.
Recoveries of amounts previously written off were not significant for the twelve months ended December 31, 2025.

NOTE 12: CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss is included in the Stockholders’ investment on our consolidated balance sheets. The recorded balance as of December 31, 2025 and 2024, was $ 77.7 million and $ 110.4 million, respectively, and is comprised primarily of foreign currency adjustments, including foreign currency translation.
Other comprehensive income was $ 32.7 million for the twelve months ended December 31, 2025, driven primarily by fluctuations in the Singapore Dollar, Australian Dollar, and the Euro. Other comprehensive loss was $ 29.5 million for the twelve months ended December 31, 2024, driven primarily by fluctuations in the Singapore Dollar, Australian Dollar, and the Euro.

NOTE 13: RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Standards:
In December 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the required disaggregation within the income tax rate reconciliation and by requiring disaggregation of income taxes paid by jurisdiction. The ASU requires public business entities to provide a more detailed, tabular rate reconciliation using both percentages and amounts, with certain reconciling items disaggregated by nature and/or jurisdiction, and to disclose income taxes paid (net of refunds received) disaggregated between federal, state/local, and foreign jurisdictions. We adopted ASU 2023‑09 for the fiscal year ended December 31, 2025, and have prospectively updated our income tax disclosures in accordance with the new requirements. The adoption primarily impacted the presentation and level of disaggregation within the rate reconciliation and income taxes paid disclosures, as reflected in Note 5, Income Taxes .
Recently Issued Accounting Standards:
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . The ASU modernizes the accounting for internal‑use software by eliminating the previous software project stage model and replacing it with a principles‑based capitalization threshold. Under the new guidance, entities begin capitalizing internal‑use software costs when management authorizes and commits to funding the project and it is probable that the project will be completed and the software will perform its intended function. The guidance is effective for all public entities for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Entities may adopt the ASU prospectively, retrospectively, or using a modified retrospective approach, and early adoption is permitted. The Company is currently evaluating the impact of this ASU on our accounting policies, related capitalization practices, disclosures, and consolidated financial statements.
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In July 2025, the FASB issued ASU 2025-05 that amends ASC 326, Financial Instruments — Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended to reduce the cost and complexity of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The ASU introduces a practical expedient that allows entities to assume that current economic conditions as of the balance‑sheet date will remain unchanged for the remaining life of these assets when developing reasonable and supportable forecasts. The guidance is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, and early adoption is permitted. The Company expects to adopt ASU 2025-05 on January 1, 2026. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires entities to disaggregate specified natural expense categories within each relevant expense caption presented on the income statement using a tabular footnote disclosure. The guidance also requires disclosure of qualitative descriptions for any amounts within those captions that are not separately quantified. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Entities may adopt the standard either prospectively or retrospectively, and early adoption is permitted. The Company is currently evaluating the impact of this new guidance on our consolidated financial statements and related disclosures.

NOTE 14: RESTRUCTURING
2025 Restructuring Program : In the second quarter of 2025, we initiated a new restructuring program (the “2025 Restructuring Program”) aimed at enhancing operational efficiency and achieving cost savings through the adoption of advanced technologies, including artificial intelligence (“AI”). The program is centered around two key initiatives:
Process Optimization and Workforce Productivity - The first initiative focuses on streamlining operations by leveraging cutting-edge technological innovations to significantly enhance workforce productivity. This includes the integration of automation and AI-driven solutions to reduce manual processes and improve overall efficiency. As a result of this initiative, we have incurred and expect to continue to incur, severance and related personnel costs associated with workforce reductions.
Facilities Consolidation and Footprint Optimization - The second initiative involves the consolidation and centralization of our facilities to align with the reduced workforce resulting from the first initiative. This effort is designed to optimize our physical footprint and support a more agile and cost-effective operating model. As a result of this initiative, the Company anticipates recognizing asset impairments related to the early termination or abandonment of certain facilities under operating leases.
These initiatives are expected to materially reduce our cost structure and better position the Company for sustainable, long-term growth in an increasingly technology-driven marketplace. The 2025 Restructuring Program is expected to span the next three years, during which we will continue to implement advanced technologies across the enterprise and review opportunities to consolidate our global facilities.
In 2025, we recognized restructuring charges of $ 30.4 million primarily related to workforce reductions and related personnel expenses. We expect to incur restructuring charges of $ 50 million to $ 75 million in total over the duration of the 2025 Restructuring Program primarily related to severance and other personnel related costs and impairments related to the early termination or abandonment of facilities under operating leases. The amount and timing of the restructuring charges we will recognize depend upon multiple factors, such as the implementation and integration of automation and AI-driven solutions across targeted areas of the enterprise, natural employee turnover, and our ability to consolidate our global facilities. Cash payments related to the 2025 Restructuring Program totaled $ 24.6 million in the twelve months ended December 31, 2025.
A summary of charges related to our 2025 Restructuring Program are presented below (in thousands):
Twelve Months Ended December 31,
2025
Severance (1)
$ 27,099  
Other personnel expenses (1)
1,693  
Other selling, general, and administrative expenses (2)
1,613  
Total $ 30,405  
________________________________ 
(1) Amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income.

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The following table summarizes restructuring charges related to our 2025 Restructuring Program by reportable segment (in thousands):

Twelve Months Ended December 31, 2025
NAST Global Forwarding All Other and Corporate Consolidated
Personnel expenses $ 10,185   $ 14,961   $ 3,646   $ 28,792  
Other selling, general, and administrative expenses 384   1,167   62   1,613  

The following table summarizes activity related to our 2025 Restructuring Program and liabilities included in our consolidated balance sheets (in thousands):
Accrued Severance and Other Personnel Expenses Accrued Other Selling, General, and Administrative Expenses Total (1)

Balance, December 31, 2024 $ —   $ —   $ —  
  Restructuring charges 28,792   1,613   30,405  
  Cash payments ( 24,135 ) ( 429 ) ( 24,564 )
  Settled non-cash —   ( 893 ) ( 893 )
  Accrual adjustments (2)
( 867 ) —   ( 867 )
Balance, December 31, 2025 $ 3,790   $ 291   $ 4,081  

________________________________ 
(1) Amounts are included within accrued expenses - compensation on the consolidated balance sheet as of December 31, 2025.
(2) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
2024 Restructuring Program : In 2024, the Company announced a restructuring program (the “2024 Restructuring Program”) to drive our enterprise strategy and reduce our cost structure. The 2024 Restructuring Program was executed in phases, focused on waste reduction, reprioritizing our product and technology teams on fewer strategic initiatives, driving synergies across our portfolio of services, and unifying the go-to-market strategy of our divisions.

The major initiatives included 1) optimizing our management hierarchy, which included a reduction in workforce; 2) reprioritizing the efforts of our product and technology teams, resulting in the impairment of certain internally developed software projects. We have realigned our product and technology teams to focus on fewer strategic initiatives to accelerate the capabilities of our platform to deliver market-leading outcomes for our customers, contract carriers, and employees.
In 2024, we recognized restructuring charges of $ 45.7 million primarily related to workforce reductions, an impairment of internally developed software, and charges related to reducing our facilities footprint including early termination or abandonment of office buildings under operating leases. We paid $ 3.7  million and $ 21.6  million in the twelve months ended December 31, 2025 and 2024, respectively, related to the 2024 Restructuring Program. The initiatives under our 2024 Restructuring Program were completed in 2024 and there are no remaining accrued liabilities related to the program.
A summary of charges related to our 2024 Restructuring Program are presented below (in thousands):

Twelve Months Ended December 31,
2024
Severance (1)
$ 22,072  
Other personnel expenses (1)
1,785  
Other selling, general, and administrative expenses (2)
21,876  
Total $ 45,733  
________________________________ 
(1) Amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income.
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The following table summarizes restructuring charges related to our 2024 Restructuring Program by reportable segment (in thousands):
Twelve Months Ended December 31, 2024
NAST Global Forwarding All Other and Corporate Consolidated
Personnel expenses $ 10,176   $ 6,872   $ 6,809   $ 23,857  
Other selling, general, and administrative expenses 6,885   4,694   10,297   21,876  

The following table summarizes activity related to our 2024 Restructuring Program and liabilities included in our consolidated balance sheets (in thousands):

Accrued Severance and Other Personnel Expenses Accrued Other Selling, General, and Administrative Expenses Total (1)

Balance, December 31, 2023 $ —   $ —   $ —  
Restructuring charges 23,857   21,876   45,733  
Cash payments ( 19,213 ) ( 2,416 ) ( 21,629 )
Settled non-cash —   ( 19,101 ) ( 19,101 )
Accrual adjustments (2)
( 965 ) ( 15 ) ( 980 )
Balance, December 31, 2024 3,679   344   4,023  

  Cash payments ( 3,405 ) ( 342 ) ( 3,747 )

  Accrual adjustments (2)
( 274 ) ( 2 ) ( 276 )
Balance, December 31, 2025 $ —   $ —   $ —  

________________________________ 
(1) Amounts are included within accrued expenses - compensation on the consolidated balance sheets as of December 31, 2024.
(2) Accrual adjustments primarily relate to changes in estimates for certain employee termination costs, including those settling for an amount different than originally estimated and foreign currency adjustments.
2022 Restructuring Program : In 2022, we announced organizational changes to support our enterprise strategy of accelerating our digital transformation and productivity initiatives. We paid $ 3.6 million of cash related to the 2022 Restructuring Program in the twelve months ended December 31, 2024. The initiatives under our 2022 Restructuring Program were completed in 2023 and there are no remaining accrued liabilities related to the program.
A summary of charges related to our 2022 Restructuring Program are presented below (in thousands):

Twelve Months Ended December 31,
2023
Severance (1)
$ 14,358  
Other personnel expenses (1)
1,814  
Other selling, general, and administrative expenses (2)
1,304  
Total $ 17,476  
________________________________ 
(1) Amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income.
The following table summarizes restructuring charges related to our 2022 Restructuring Program by reportable segment for the year ended 2023 (in thousands):

NAST Global Forwarding All Other and Corporate Consolidated
Personnel expenses $ 1,083   $ 2,176   $ 12,913   $ 16,172  
Other selling, general, and administrative expenses 8   197   1,099   1,304  

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NOTE 15: DIVESTITURES
Europe Surface Transportation Divestiture: In 2024, we entered into an agreement with sennder Technologies GmbH to sell our Europe Surface Transportation business, which was included in our All Other and Corporate segment. The divestiture was part of our enterprise strategy to drive focus on profitable growth in our four core modes—North American truckload and LTL and global ocean and air—as engines to ignite growth and create the most value for our stakeholders. We determined the divestiture did not represent a strategic shift that would have a major effect on our consolidated results of operations, and therefore the results of our Europe Surface Transportation business are not reported as discontinued operations. The sale included all of the assets and liabilities of the business other than our proprietary technology platform.
Upon entering into the agreement to sell the business in 2024, the assets and liabilities of our Europe Surface Transportation disposal group were classified as held for sale resulting in a $ 32.8 million pre-tax loss on the disposal group classified as held for sale in 2024. Including the direct costs incurred to sell the business and the loss on the disposal group, the total pre-tax loss recognized was $ 44.5 million in 2024.
The sale closed effective February 1, 2025. We received $ 27.7  million of consideration at closing with additional fixed installment payments due throughout 2026. The remaining consideration due is collateralized by all current and future accounts receivable of the Europe Surface Transportation business. We recognized transaction related expenses net of post-closing working capital adjustments of $ 2.1 million in the twelve months ended December 31, 2025. There are no remaining assets and liabilities held for sale as of December 31, 2025.
A summary of exit and disposal costs related to our Europe Surface Transportation divestiture included in our All Other and Corporate segment is presented below (in thousands):

Twelve Months Ended December 31,
2025 2024
Personnel expenses (1)
$ 1,194   $ —  
Other selling, general, and administrative expenses (2)
914   44,462  
Income tax benefits (3)
( 359 ) ( 800 )
Total $ 1,749   $ 43,662  
________________________________ 
(1) Amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income. For the twelve months ended December 31, 2024, the amounts consist primarily of a $ 44.5 million loss on the disposal group and direct costs to sell.
(3) Amounts are included within provision for income taxes in our consolidated statements of operations and comprehensive income.
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A summary of assets and liabilities associated with the Europe Surface Transportation disposal group that were held for sale, is presented below (in thousands):

As of
December 31, 2024
Assets held for sale:
Cash and cash equivalents $ 10,307  
Receivables 114,721  

Goodwill and other intangible assets 31,297  
Right-of-use lease assets 10,737  
Other assets 3,366  
Valuation allowance ( 32,794 )
Total assets held for sale (1)
$ 137,634  

Liabilities held for sale:
Accounts payable $ 51,388  
Lease liabilities 10,540  

Other liabilities 5,485  

Total liabilities held for sale (1)
$ 67,413  

Cumulative translation loss of foreign entities to be sold (2)
$ 2,238  

________________________________
(1) Assets and liabilities held for sale are separately presented on the consolidated balance sheets.
(2) Cumulative translation loss of foreign entities sold was included within accumulated other comprehensive losses on the consolidated balance sheets.
South American Divestiture: In 2023, we announced a plan to divest our operations in Argentina to mitigate our exposure to the deteriorating economic conditions and increasing political instability there. We identified a local independent agent to continue serving our customers in the region. As a result of these actions, we recognized a $ 22.0 million pre-tax loss on divestiture in 2023 primarily related to disposal and exit activities including asset impairments and workforce reductions. The divestiture was completed near the end of 2023 for nominal consideration.
A summary of exit and disposal costs related to our South American divestiture is presented below (in thousands):

Twelve Months Ended December 31,
2023
Severance and other personnel expenses (1)
$ 2,237  
Other selling, general, and administrative expenses (2)
18,328  
Other miscellaneous expenses (3)
1,420  
Income tax benefits (4)
( 795 )
Total $ 21,190  
________________________________ 
(1) Amounts are included within personnel expenses in our consolidated statements of operations and comprehensive income.
(2) Amounts are included within other selling, general, and administrative expenses in our consolidated statements of operations and comprehensive income and consist primarily of a $ 17.7 million loss on the disposal group.
(3) Amounts are included within interest and other income/expense, net in our consolidated statements of operations and comprehensive income.
(4) Amounts are included within provision for income taxes in our consolidated statements of operations and comprehensive income.
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The following table summarizes exit and disposal costs related to our South American divestiture by reportable segment (in thousands):

Twelve Months Ended December 31, 2023
NAST Global Forwarding All Other and Corporate Consolidated
Personnel expenses $ —   $ 1,641   $ 596   $ 2,237  
Other selling, general, and administrative expenses —   17,961   367   18,328  
Other miscellaneous expenses —   1,420   —   1,420  
Income tax benefits —   ( 795 ) —   ( 795 )

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rules 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) that are designed to provide reasonable assurance information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based upon that assessment, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) that occurred during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act.
The Company’s internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment and the COSO criteria, management concluded that, as of December 31, 2025, the Company maintained effective internal control over financial reporting.
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The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s internal control over financial reporting as of December 31, 2025, and has issued a report that is included in Item 8 of this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION
Except as follows, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K during the three months ended December 31, 2025.
On November 3, 2025 , Michael Castagnetto , our President of North American Surface Transportation , adopted a prearranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act, for the sale of shares of our common stock. Mr. Castagnetto’s Rule 10b5-1 plan was entered into during an open trading window according to the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Mr. Castagnetto’s Rule 10b5-1 plan provides for the potential sale of up to 13,576 shares of our common stock, so long as the market price of our common stock is higher than the certain minimum threshold prices specified in Mr. Castagnetto’s Rule 10b5-1 plan, between February 2, 2026 and February 17, 2026 .

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information with respect to our Board of Directors contained under the heading “Proposal 1: Election of Directors” in the Proxy Statement, is incorporated in this Form 10-K by reference. Information with respect to our executive officers is provided in Part I, Item 1 of this Form 10-K.
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, directors, and all other company employees performing similar functions. This code of ethics, which is part of our corporate compliance program, is posted on the Investors page of our website at www.chrobinson.com in the Governance Documents section under the caption “Code of Ethics.”
We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the web address specified above.
The information contained under the heading Insider Trading Policy in the Proxy Statement is incorporated in this Form 10-K by reference.

ITEM 11. EXECUTIVE COMPENSATION
The information contained under the headings or subheadings “Compensation of Directors” and “Compensation Discussion and Analysis” (excluding the information presented under the subheading “Pay Versus Performance”) in the Proxy Statement is incorporated in this Form 10-K by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
(a) Equity Compensation Plans
The following table summarizes share and exercise price information about our equity compensation plans as of December 31, 2025:
Plan Category Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) (1)

Equity compensation plans approved by security holders
4,714,660  (2)
$ 79.84  (3)
6,449,679 
Equity compensation plans not approved by security holders 48,789  (4)
—  — 
Total 4,763,449  $ 79.84  6,449,679 
________________________________ 
(1)     Includes 1,473,425 shares available for issuance under our Employee Stock Purchase Plan and 4,976,254 shares that may become subject to future awards in the form of stock options, restricted stock units, performance shares, and performance-based restricted stock units under the Plan.
(2)     Represents 1,687,918 shares issuable upon exercise of outstanding stock options, 1,600,399 vested and 625,642 unvested restricted stock units, and 221,836 vested and 578,865 unvested performance stock units that will vest if target levels are achieved.
(3)     Represents weighted average exercise price of outstanding stock options.
(4)     Upon the appointment of our President and CEO, we granted 142,584 time-based restricted units and 91,016 performance stock units at target. As of December 31, 2025, 25,641 restricted stock units remained unvested and outstanding, and 54,348 vested and 23,148 unvested performance stock units that will vest if target levels are achieved.
(b) Security Ownership
The information contained under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated in this Form 10-K by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information contained under the heading “Related Party Transactions” and “Director Independence” in the Proxy Statement is incorporated in this Form 10-K by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information contained under the heading “Proposal 3: Ratification of the Selection of Independent Auditors” in the Proxy Statement is incorporated in this Form 10-K by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
(1) The Company’s 2025 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8. Financial Statements and Supplementary Data.
a. Deloitte & Touche LLP (PCAOB ID No. 34 )
b. Location: Minneapolis, Minnesota
(2) All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
(b) Index to Exhibits-Any document incorporated by reference is identified by a parenthetical referencing the SEC filing, which included the document. We will furnish a copy of any Exhibit at no cost to a security holder upon request.
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INDEX TO EXHIBITS

Number Description
3.1 Certificate of Incorporation of the Company (as amended on May 19, 2012, and incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 15, 2012)

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 23, 2022)

4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on February 19, 2020)

4.2 Indenture, dated April 11, 2018, between C.H. Robinson Worldwide, Inc., and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K filed on April 11, 2018)

4.3 First Supplemental Indenture, dated April 11, 2018, between C.H. Robinson Worldwide, Inc., and U.S. Bank National Association, as Trustee, relating to the 4.200% Notes due 2028 (incorporated by reference to Exhibit 4.2 in the Company’s Current Report on Form 8-K filed on April 11, 2018)

4.4 Form of Global Note representing the 4.200% Notes due 2028 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 in the Company’s Current Report on Form 8-K filed on April 11, 2018)

†10.1 1997 Omnibus Stock Plan (as amended May 18, 2006) (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on April 6, 2006)

†10.2 Amended and R estated C.H. Robinson Worldwide, Inc., 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 29, 2019)

†10.3 C.H. Robinson Worldwide Inc., Amended and Restated 2022 Equity Incentive Plan, effective May 8, 2025 (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 25, 2025)

10.4 Credit Agreement d ated as of May 6, 2022 Among C.H. Robinson Worldwide Inc., the Lenders, and U.S. Bank National Association, as Administrative Agent (incorporated by reference to the Company’s Current Form on Form 8-K filed on May 11, 2022)

10.5 Fourth Omnibus Amendment dated November 21, 2022 among C.H. Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, to that certain Credit Agreement, dated as of October 29, 2012, by and among the C.H. Robinson Company Inc., the lenders, and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, as previously amended (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on November 23, 2022)

10.6 Third Amendment to Note Purchase Agreement dated as of November 21, 2022 by and among C.H. Robinson Worldwide, Inc., the noteholders party thereto and the guarantors party thereto (incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K filed on November 23, 2022)

10.7 Receivables Purchase Agreement, dated November 19, 2021, by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, the various conduit purchasers, committed purchasers and purchaser agents from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, 2021)

10.8 Second Amendment to the Receivables Purchase Agreement, dated July 7, 2022 by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K on July 12, 2022)

10.9 Third Amendment to the Receivables Purchase Agreement, dated November 7, 2023, by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K on November 7, 2023)

10.10 Receivables Sale Agreement, dated November 19, 2021, by and among C.H. Robinson, Company Inc., and the other originators from time to time party thereto, C.H. Robinson Receivables, LLC, and C.H. Robinson Worldwide, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on November 23, 2021)

10.11 First Amendment to the Receivables Sale Agreement, dated July 7, 2022 by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the originators party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on July 12, 2022)

10.12 Performance Guaranty, dated November 19, 2021, made by C.H. Robinson Worldwide, Inc., for the benefit of Bank of America, N.A, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K on November 23, 2021)

10.13 Fourth Amendment to the Receivables Purchase Agreement, dated October 14, 2024, by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agents (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report filed on November 1, 2024)

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10.14 Fifth Amendment to the Receivables Purchase Agreement, dated August 12, 2025 by and among C.H. Robinson Worldwide, Inc., C.H. Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed on August 12, 2025)

†10.15 Form of C.H. Robinson Executive Separation and Change in Control Plan and Summary Plan Description For Eligible U.S. Employees (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 10-Q filed on August 2, 2024)

†10.16* C.H. Robinson Worldwide, Inc., Amended 2015 Non-Equity Incentive Plan

†10.17 Form of Performance Share Award Agreement (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)

†10.18* Form of Key Employee Agreement

†10.19 Form of Restricted Stock Unit Award Agreement – U.S. Senior Leaders (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020)

†10.20 Form of Performance Stock Unit Award (EPS) Agreement – U.S. Senior Leaders (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020)

†10.21 Form of Performance Stock Unit Award (AGP) Agreement – U.S. Senior Leaders (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020)

†10.22 Form of Restricted Stock Unit Award Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

†10.23 Form of Performance Stock Unit Award (EPS) Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

†10.24 Form of Performance Stock Unit Award (AGP) Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

†10.25 Form of 2023 Retention Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K filed on January 3, 2023)

†10.26 Form of 2023 Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

†10.27 Form of 2023 Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

†10.28 Form of 2023 Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

†10.29 Employment offer letter agreement with David Bozeman dated June 4, 2023, including forms of equity award agreements (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 6, 2023)

†10.30 Form of Performance Stock Unit Award Agreement - Senior Leadership Team and Chief Executive Officer (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on 10-K filed on February 16, 2024)

†10.31 Form of 2024 Restricted Stock Unit Award Agreement - U.S. Senior Leaders (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on 10-K filed on February 16, 2024)

†10.32 Form of 2024 Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on 10-K for the year ended December 31, 2023)

†10.33 Employment offer letter agreement with Damon Lee fully executed June 4, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 6, 2024)

†10.34* Employment offer letter agreement with Dorothy Capers fully executed on March 26, 2025

*19.1 Insider Trading Policy

*21 Subsidiaries of the Company

*23.1 Consent of Deloitte & Touche LLP

*24 Powers of Attorney

*31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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*32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 Compensation Recovery Policy (incorporated by reference to Exhibit 97 in the Company's Annual Report on Form 10-K for the year ended December 31, 2023)

*101 The following financial statements from our Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 13, 2026, formatted in Inline XBRL: (i) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2025, 2024, and 2023, (ii) Consolidated Balance Sheets as of December 31, 2025 and 2024, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023, (iv) Consolidated Statements of Stockholders’ Investment for the years ended 2025, 2024, and 2023, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.

104 The cover page from the Current Report on Form 10-K formatted in Inline XBRL

* Filed herewith
† Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K pursuant to Item 15(c) of the Form 10-K Report

ITEM 16. FORM 10-K SUMMARY
None.

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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on February 13, 2026.
 

C.H. ROBINSON WORLDWIDE, INC.

By:   /s/ Damon J. Lee
  Damon J. Lee
  Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 13, 2026.

Signature Title

/s/ David P. Bozeman Chief Executive Officer (Principal Executive Officer)
David P. Bozeman

/s/ Damon J. Lee Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Damon J. Lee

* Chair of the Board
Jodee A. Kozlak

* Director
Kermit R. Crawford

* Director
Edward G. Feitzinger

* Director
Timothy C. Gokey

* Director
Mark A. Goodburn

* Director
Mary J. Steele Guilfoile

* Director
Michael H. McGarry

* Director
Paige K. Robbins

* Director
Paula C. Tolliver

 

*By: /s/ Dorothy G. Capers
Dorothy G. Capers
Chief Legal Officer and Secretary

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