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  4. [Form 4] C. H. ROBINSON WORLDWIDE, INC. Insider Trading Activity

C.H. Robinson (NASDAQ: CHRW) grants 992 RSUs to director Jodee Kozlak

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kozlak Jodee A reported acquisition or exercise transactions in this Form 4 filing.

C.H. Robinson Worldwide director Jodee Kozlak received a grant of 992 phantom stock restricted stock units as part of the annual equity-based award for non-employee directors. Each unit represents one share of common stock and is granted at no cash cost.

The restricted stock units are immediately vested but will be paid in shares of common stock only after Kozlak’s service as a director ends, according to a previously chosen payment schedule. Following this award, Kozlak holds a total of 29,006 restricted stock units linked to C.H. Robinson common stock.

Positive

  • None.

Negative

  • None.
Insider Kozlak Jodee A
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock (Restricted Stock Units) 992 $0.00 --
Holdings After Transaction: Phantom Stock (Restricted Stock Units) — 29,006 shares (Direct, null)
Footnotes (1)
  1. Each phantom share/restricted stock unit will be paid in one share of common stock. Reflects restricted stock units granted as the annual equity-based award provided to each non-employee director. The restricted stock units are immediately vested, and following the reporting person's termination of service as a director, become payable in shares of common stock according to the schedule previously chosen by the reporting person.
RSUs granted 992 units Annual equity-based award to non-employee director
Total RSUs after grant 29,006 units Director holdings following reported transaction
Grant price $0.0000 per unit Equity award granted at no cash cost
Conversion ratio 1 unit = 1 share Each phantom stock/restricted stock unit pays one common share
Phantom Stock financial
"Each phantom share/restricted stock unit will be paid in one share of common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Restricted Stock Units financial
"Reflects restricted stock units granted as the annual equity-based award provided to each non-employee director."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
annual equity-based award financial
"Reflects restricted stock units granted as the annual equity-based award provided to each non-employee director."
immediately vested financial
"The restricted stock units are immediately vested, and following the reporting person's termination of service as a director, become payable in shares of common stock"
termination of service as a director financial
"following the reporting person's termination of service as a director, become payable in shares of common stock according to the schedule previously chosen"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kozlak Jodee A
(Last)(First)(Middle)
14701 CHARLSON ROAD
(Street)
EDEN PRAIRIE MINNESOTA 55347
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
C. H. ROBINSON WORLDWIDE, INC. [ CHRW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock (Restricted Stock Units)(1)05/07/2026A992(2) (3) (3)Common Stock992$029,006D
Explanation of Responses:
1. Each phantom share/restricted stock unit will be paid in one share of common stock.
2. Reflects restricted stock units granted as the annual equity-based award provided to each non-employee director.
3. The restricted stock units are immediately vested, and following the reporting person's termination of service as a director, become payable in shares of common stock according to the schedule previously chosen by the reporting person.
/s/ Nicole Strydom, Attorney-in-Fact for Jodee A. Kozlak05/11/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did C. H. Robinson (CHRW) report for director Jodee Kozlak?

C. H. Robinson reported that director Jodee Kozlak received 992 phantom stock restricted stock units as an annual equity-based award. These units are immediately vested and will convert into common shares after her board service ends, based on a previously selected distribution schedule.

How many C. H. Robinson (CHRW) restricted stock units does Jodee Kozlak hold after this Form 4?

After the latest grant, Jodee Kozlak holds 29,006 restricted stock units tied to C. H. Robinson common stock. This total reflects the newly awarded 992 units in addition to her prior holdings, all reported as directly owned derivative equity interests.

What are the terms of the 992 phantom stock units granted to CHRW director Jodee Kozlak?

The 992 phantom stock restricted stock units granted to Jodee Kozlak vest immediately and carry no cash exercise price. Each unit will be settled in one share of C. H. Robinson common stock after she leaves the board, following a distribution schedule she previously chose.

Why did C. H. Robinson (CHRW) grant 992 restricted stock units to Jodee Kozlak?

The 992 restricted stock units granted to Jodee Kozlak represent her annual equity-based award provided to each non-employee director. This form of compensation aligns director interests with shareholders by tying a portion of board pay to the company’s future stock performance.

Does Jodee Kozlak pay anything for the CHRW phantom stock restricted stock units?

No, Jodee Kozlak does not pay cash for these phantom stock restricted stock units. The Form 4 shows a price per unit of 0.0000, indicating they are granted as compensation rather than purchased in an open-market transaction or option exercise.