What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-16 · 24 added, 23 removed, 144 unchanged (25% of the section changed)

16 unchanged sentences

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, 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, we concluded that, as of December 31, 2023, the Company maintained effective internal control over financial reporting.

Based on that assessment and the COSO criteria, management concluded that, as of December 31, 2024, the Company maintained effective internal control over financial reporting.

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, 2024, and has issued a report that is included in Item 8 of this Annual Report on Form 10-K.

9 unchanged sentences

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.

EXECUTIVE COMPENSATION

The information contained under the headings or subheadings “Compensation of Directors” and “Executive Compensation” (excluding the information presented under the subheading “Pay Versus Performance”) in the Proxy Statement is incorporated in this Form 10-K by reference.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

5 unchanged sentences

7,204,664 (2)

$ 78.83 5,472,776

Equity compensation plans not approved by security holders 159,912 (4)

1 unchanged sentence

________________________________

(1) Represents 4,790,897 shares issuable upon exercise of outstanding stock options, 3,252,966 outstanding restricted shares and stock units, and 655,527 performance stock units that will vest if target levels are achieved.

(2) Includes 1,874,571 shares available for issuance under our Employee Stock Purchase Plan and 3,598,205 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 our 2022 Equity Incentive Plan.

(1) Includes 1,649,993 shares available for issuance under our Employee Stock Purchase Plan and 1,678,776 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 3,491,998 shares issuable upon exercise of outstanding stock options, 2,322,611 vested and 654,059 unvested restricted stock units, and 161,608 vested and 574,388 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 issued 142,584 time-based restricted units and 91,016 performance stock units at target.

As of December 31, 2024, 68,896 restricted stock units remained unvested and outstanding, and 23,147 vested and 67,869 unvested performance stock units that will vest if target levels are achieved.

(b) Security Ownership

40 unchanged sentences

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 Letter Agreement, dated December 29, 2023, by and among C.H.

Robinson Worldwide, Inc., Ancora Catalyst Institutional LP and the other entities and natural persons party thereto (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K on December 29, 2023 )

Robinson Executive Separation and Change in Control Plan (incorporated by reference to Exhibit 10.3 in the Company's Current Report on Form 10-Q filed on July 29, 2022)

10.7 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)

10.8 Receivables Purchase Agreement, dated November 19, 2021, by and among C.H.

18 unchanged sentences

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)

10.14 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)

Robinson Worldwide, Inc., 2015 Non-Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, 2015)

†10.17 Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)

†10.18 Form of Performance Share Award for U.S.

Managerial Employees (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)

†10.16 Form of Incentive Stock Option (Time-Based U.S.) Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015)

†10.20 Form of Key Employee Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)

†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)

13 unchanged sentences

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)

†10.30 Form of 2023 Interim CEO Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on January 3, 2023)

†10.26 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)

2 unchanged sentences

†10.29 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)

†10.35 Employment offer letter agreement with David Bozeman d ated 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)

†10.36* Form of Performance Stock Unit Award Agreement - Senior Leadership Team and Chief Executive Officer

†10.37* Form of 2024 Restricted Stock Unit Award Agreement - U .

Senior Leaders

†10.38* Form of 2024 Non-Employee Director Restricted Stock Unit Award Agreement

†10.30 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)

†10.31 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)

†10.32 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)

†10.33 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 ye ar ended December 31, 2023 )

†10.34 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)

*19.1 Insider Trading Policy

*21 Subsidiaries of the Company

5 unchanged sentences

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

*97 Compensation Recovery Policy

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, 2024, filed on February 14, 2025, formatted in Inline XBRL:

6 unchanged sentences

ROBINSON WORLDWIDE, INC.

Chief Legal Officer and Secretary

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 14, 2025.

1 unchanged sentence

Bozeman Chief Executive Officer (Principal Executive Officer)

/s/ MICHAEL P.

ZECHMEISTER Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Lee Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

* Chair of the Board

Steele Guilfoile

/s/ Nicole H.

Attorney-in-Fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures