Form 4: Director Defers Cash for CHRW Stock Units

C. H. Robinson Worldwide Director Mark A. Goodburn acquired 227 phantom stock units by deferring a quarterly cash retainer, adding to his beneficial ownership.

Summary

• Mark A. Goodburn, a Director at C. H. ROBINSON WORLDWIDE, INC. (CHRW), reported changes in his beneficial ownership.
• He acquired 227 phantom stock units (restricted stock units) on 12/31/2025 by electing to defer his most recent quarterly cash retainer payment.
• Each phantom stock unit is equivalent to one share of common stock and was valued at $160.76 at the time of acquisition.
• These restricted stock units are immediately vested and will be paid in common stock shares upon his termination of service as a director, based on a pre-selected schedule.
• Following this transaction, Goodburn beneficially owns a total of 12,540 phantom stock units and 2,280 shares of common stock directly.

Sentiment

Score: 7

Explanation: The director's decision to defer cash compensation into equity demonstrates confidence in the company's long-term prospects and aligns his interests with shareholders.

Positives

• Director Mark A. Goodburn increased his beneficial ownership in C. H. ROBINSON WORLDWIDE, INC. by acquiring 227 phantom stock units.
• The phantom stock units are immediately vested, indicating immediate ownership rights.
• The deferral of cash retainer into equity aligns the director's interests with shareholders, demonstrating confidence in the company's long-term prospects.

Future Outlook

The acquired phantom stock units are immediately vested and will become payable in shares of common stock following the reporting person's termination of service as a director, according to a previously chosen schedule.

Management Comments

• Director Mark A. Goodburn elected to defer his most recent quarterly cash retainer payment into restricted stock units.

Industry Context

This insider transaction reflects a director's decision to convert cash compensation into equity, a common practice in publicly traded companies across various industries, including logistics and transportation, to align management interests with long-term shareholder value.

Comparison to Industry Standards

• Director compensation often includes equity components, such as restricted stock units, to align interests with shareholders, a common practice across industries.
• The deferral of cash compensation into equity is a mechanism used by many public companies to encourage long-term commitment and demonstrate confidence in the company's future performance.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with long-term shareholder value through equity ownership.

Next Steps

• Payment of phantom stock units in common stock shares upon termination of service as a director, according to a pre-chosen schedule.

Key Dates

Recommendation

This Form 4 details a routine insider transaction where a director deferred cash compensation into equity. While it shows confidence, it's not a significant open-market purchase or sale that would fundamentally alter the investment thesis for C. H. Robinson Worldwide, Inc. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than this specific insider filing.

Keywords

CHRW, C. H. Robinson Worldwide, Form 4, insider transaction, director compensation, restricted stock units, beneficial ownership, logistics, transportation