Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2024, 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, except as follows:
On August 9, 2024 , Michael Castagnetto , the Company’s President of North America Surface Transportation , adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Castagnetto Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock. The Castagnetto Rule 10b5-1 Plan was entered into during an open trading window in accordance with 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. The Castagnetto Rule 10b5-1 Plan provides for the potential sale of up to 55,495 shares of the Company’s common stock, including upon the exercise of vested stock options for shares of the Company’s common stock, so long as the market price of the Company’s common stock is higher than the certain minimum threshold prices specified in the Castagnetto Rule 10b5-1 Plan, between November 11, 2024 and March 31, 2025 .
On August 29, 2024 , Ben Campbell , the Company’s Chief Legal Officer and Secretary , adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Campbell Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock. The Campbell Rule 10b5-1 Plan was entered into during an open trading window in accordance with 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. The Campbell Rule 10b5-1 Plan provides for the potential sale of up to 25,976 shares of the Company’s common stock, including upon the exercise of vested stock options for shares of the Company’s common stock, so long as the market price of the Company’s common stock is higher than the certain minimum threshold prices specified in the Campbell Rule 10b5-1 Plan, between November 27, 2024 and January 31, 2025 .
ITEM 6. EXHIBITS
Exhibits filed with, or incorporated by reference into, this Quarterly Report:
4.1 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
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
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended September 30, 2024, formatted in Inline XBRL (embedded within the Inline XBRL document)
104 The cover page from the Quarterly Report on Form 10-Q of the company for the period ended September 30, 2024, formatted in Inline XBRL (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements 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 on November 1, 2024.
C.H. ROBINSON WORLDWIDE, INC.
By: /s/ David P. Bozeman
David P. Bozeman
Chief Executive Officer
By: /s/ Damon J. Lee
Damon J. Lee
Chief Financial Officer
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