What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-13 compared with 2025-02-14 · 132 added, 142 removed, 290 unchanged (49% of the section changed)

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Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world, with consolidated total revenues of $16.2 billion in 2025.

We deliver logistics like no one else.

Companies around the world look to us to reimagine supply chains, advance freight technology, and solve logistics

challenges — from the simple to the complex.

We are grounded in our promise to deliver exceptional customer success, using our expertise, scale, and tailored solutions to help customers navigate increasingly complex global supply chains.

As a leader in Lean AI supply chains, we deliver logistics like no one else.

For more than a century, companies everywhere have looked to us to reimagine how goods move.

We deliver tailored solutions across the world via truckload, less-than-truckload, ocean, air, and more.

With our unique combination of human insight and Lean AI working as one, supply chains move faster, smarter, and more sustainably.

Our adjusted gross profits and adjusted gross profit margin are non-GAAP financial measures.

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MARKET TRENDS

The North America surface transportation market continued to experience excess carrier capacity relative to shipper demand throughout 2024, which resulted in an oversupplied and very competitive market.

These conditions are typically referred to as a soft market and resulted in transportation rates at, or near, the estimated cost to operate a truck for much of 2024.

Although carrier capacity has begun exiting the market, it has been at rates much slower than is typically seen at this stage of the market cycle.

One of the key metrics we use to measure market conditions is the truckload routing guide depth from our Managed Solutions business.

Carrier capacity in the North America surface transportation market continued to contract toward the end of 2025 as carriers exited the market.

This gradual tightening, coupled with disruptive weather events and incremental pressures from the enforcement of commercial driver regulations, contributed to upward pressure on transportation rates.

As a result, the market has become increasingly sensitive, with spot market rates exhibiting sharper than typical reactions to changes in supply and demand conditions.

Despite these emerging pressures, the market has not fully transitioned into a sustained upcycle.

Key indicators, such as truckload routing guide depth within our Managed Solutions business, have remained at historically low levels for nearly two years.

Routing guide depth represents the average number of carriers contacted prior to acceptance when procuring a transportation provider.

Average routing guide depth has remained low throughout 2024 and finished the year at 1.3, representing that on average, the first carrier in a shipper’s routing guide was executing the shipment in most cases.

Average routing guide depth at the end of 2023 was 1.2 and held at that level before increasing slightly at the end of 2024.

The global forwarding market experienced significant volatility in 2024, impacted by re-routing, extended transit times, and improving demand.

Most carriers avoided the Suez Canal for the majority of 2024 due to the Red Sea conflict, which increased transit times, straining global carrier capacity.

Consequently, ocean freight rates have remained elevated compared to the prior year.

Uncertainty remains on how the Red Sea conflict, along with geopolitical factors and new capacity entering the market, will impact the global forwarding market in 2025.

The global air freight market has largely stabilized, although air freight costs remain elevated compared to the prior year.

The elevated ecommerce export demand from Asia during much of 2024 resulted in the repositioning of air freight capacity to that trade lane, causing freighter capacity shortages in other trade lanes and driving up pricing in the market in certain trade lanes.

Average routing guide depth was 1.3 in the fourth quarter of 2025, compared to 1.2 for much of the prior two years.

While this increase reflects early signs of a tightening market, soft demand conditions and remaining excess capacity continue to temper the pace of the shift.

The global forwarding market continued to face a persistent imbalance in 2025, marked by excess vessel capacity and weak global demand.

Despite carriers’ ongoing avoidance of the Suez Canal, which has resulted in longer transit times and strain on global networks, vessel capacity has remained elevated.

While short periods of rate volatility have occurred due to shifting trade and tariff policies, front‑loading, seasonal factors, and carriers’ use of blank sailings, international freight rates have largely remained depressed as weak demand outweighed these pressures.

Looking ahead, uncertainty persists due to geopolitical and macroeconomic factors, including evolving trade policies, the Red Sea conflict, and carriers’ ability to effectively manage excess capacity.

Despite this uncertainty, we expect ocean pricing to remain under pressure until global freight demand meaningfully improves.

Similar dynamics continue to affect the air freight market.

Although demand has shown resilience in certain technology‑focused sectors, overall air freight pricing remains sensitive to tariff developments and broader economic conditions, including cost-efficient ocean freight rates.

BUSINESS TRENDS

Our 2024 surface transportation results were largely consistent with the trends discussed in the market trends section and similar to trends experienced in the prior year.

The weak freight demand and excess carrier capacity in the market resulted in most shipments moving under committed pricing agreements and suppressed freight rates on the limited number of shipments reaching the spot market for most of 2024.

Despite these challenging market conditions, we were able to improve our adjusted gross profit per transaction in 2024 compared to 2023 as a result of disciplined pricing and capacity procurement efforts leading to better adjusted gross profits per transaction within our transactional portfolio.

Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 5.5 percent during 2024.

Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, decreased approximately 5.0 percent during 2024.

Our 2024 Global Forwarding results were largely consistent with the trends discussed above in the market trends section.

We experienced elevated purchased transportation costs in 2024 compared to the prior year, resulting in increased total revenues and cost of purchased transportation in ocean services.

In 2024, the global forwarding market faced disruptions that led to a significant rise in freight rates.

This contrasts with 2023, which saw weak demand and elevated levels of capacity.

These market dynamics resulted in a notable increase in both total revenues and cost of purchased transportation compared to the previous year.

Our total ocean freight volumes increased 5.5 percent while our air freight tonnage increased 17.0 percent in 2024 compared to the prior year.

Our surface transportation results in 2025 reflected the challenging market conditions described above, including the increase in transportation rates as capacity tightened in the market near the end of the year.

Throughout the year, we continued to advance our dynamic pricing and costing capabilities, navigating both the prolonged softness in demand and the rising cost environment that emerged toward year‑end.

These enhanced capabilities allowed us to better react to changing market conditions and led to an improvement in adjusted gross profit per transaction in 2025 compared to 2024.

Our average truckload linehaul rate charged to customers, excluding fuel surcharges, increased approximately 2.5 percent during 2025 reflecting our advanced dynamic pricing.

Our average truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 2.0 percent over the same period, reflecting our disciplined costing capabilities.

Despite operating in a persistently soft market for much of the year, our combined North American Surface Transportation (“NAST”) truckload and LTL volumes significantly outperformed the Cass Freight Index increasing 1.0 percent compared to 2024.

Our Global Forwarding results in 2025 were largely consistent with the market trends discussed above.

Throughout the year, we experienced short-lived periods of pricing and volume volatility largely associated with shifting trade policies.

Despite this volatility, overall ocean freight rates and volumes declined from the elevated levels observed in 2024, primarily due to excess vessel capacity and weak global consumer demand.

Our total ocean freight volumes decreased 4.5 percent while our air freight tonnage decreased 11.5 percent in 2025 compared to the prior year.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select 2025 year-over-year operating comparisons to 2024:

• Total revenues increased 0.7 percent to $17.7 billion, primarily driven by higher pricing and volume in our ocean services, partially offset by lower pricing and volume in our truckload services.

• Gross profits increased 5.8 percent to $2.7 billion.

Adjusted gross profits increased 6.2 percent to $2.8 billion, primarily driven by higher adjusted gross profit per transaction in our truckload and ocean services.

• Personnel expenses decreased 0.6 percent to $1.5 billion, primarily due to cost optimization efforts and productivity improvements, partially offset by higher variable compensation and higher restructuring charges related to workforce reductions.

• Total revenues decreased 8.4 percent to $16.2 billion, primarily driven by the divestiture of our Europe Surface Transportation business, in addition to lower pricing and volume in our ocean services and lower fuel surcharges in our truckload services.

• Gross profits decreased 1.8 percent to $2.7 billion.

Adjusted gross profits decreased 1.3 percent to $2.7 billion, primarily driven by lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business, which were partially offset by higher adjusted gross profit per transaction in our LTL, truckload, and customs services.

• Personnel expenses decreased 5.9 percent to $1.4 billion, primarily due to cost-optimization efforts and productivity improvements and the divestiture of our Europe Surface Transportation business.

Average employee headcount decreased 11.5 percent.

• Other selling, general, and administrative (“SG&A”) expenses increased 2.5 percent to $639.6 million, primarily due to a $44.5 million loss on the divestiture of our Europe Surface Transportation business.

The prior year included

$19.6 million of charges, primarily related to the divestiture of our operations in Argentina.

In addition, other SG&A expenses decreased across several expense categories in the current year.

• Income from operations totaled $669.1 million, up 30.0 percent from last year, due to an increase in adjusted gross profits, partially offset by the increase in operating expenses.

• Other selling, general, and administrative (“SG&A”) expenses decreased 11.8 percent to $564.3 million, primarily due to a $44.5 million loss in the prior year related to the divestiture of our Europe Surface Transportation business and prior year restructuring charges for impairments related to reducing our facilities footprint.

In addition, other SG&A expenses declined across several expense categories in 2025 due to cost optimization efforts.

• Income from operations totaled $795.0 million, up 18.8 percent from last year, due to the decrease in operating expenses.

Adjusted operating margin of 29.1 percent increased 490 basis points.

• Interest and other income/expenses, net totaled $89.9 million, which primarily consisted of $85.9 million of interest expense, which decreased $4.3 million versus last year due to a lower average debt balance.

The current year results also included a $7.4 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

• Interest and other income/expenses, net totaled $72.5 million, which primarily consisted of $63.1 million of interest expense, which decreased $22.8 million versus last year due to a lower average debt balance and lower variable interest rates.

The current year results also included an $11.2 million net loss from foreign currency revaluation and realized foreign currency gains and losses.

• The effective tax rate for 2025 was 18.7 percent compared to 19.6 percent in 2024.

The lower rate in the current year was driven by the impact of non-recurring discrete items and higher U.S.

tax credits, partially offset by higher pre-tax income and lower foreign tax credits.

The lower rate was driven by higher foreign tax credits, higher tax benefits from share-based compensation, and the prior year impact of the divestiture of our European Surface Transportation business, partially offset by a reduced benefit from U.S.

tax credits in the current year and non-recurring discrete items in the prior year.

• Net income totaled $587.1 million, up 26.1 percent from a year ago.

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The following discussion and analysis of our Results of Operations and Liquidity and Capital Resources includes a comparison of the twelve months ended December 31, 2025, to the twelve months ended December 31, 2024.

A similar discussion and analysis that compares the twelve months ended December 31, 2023, to the twelve months ended December 31, 2022, can be

found in Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations, ” of our 2023 Annual Report on Form 10-K filed with the SEC on February 16, 2024.

A similar discussion and analysis that compares the twelve months ended December 31, 2024, to the twelve months ended December 31, 2023, can be found in Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations, ” of our 2024 Annual Report on Form 10-K filed with the SEC on February 14, 2025.

A reconciliation of our reportable segments to our consolidated results can be found in Note 8, Segment Reporting, in Part II, Financial Information of this Annual Report on Form 10-K.

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Total revenues and direct costs.

Total revenues and direct costs were essentially flat with the prior year with significant offsetting impacts from ocean and truckload services.

Ocean transportation revenues and direct costs increased, driven by the volatile market conditions experienced in 2024, as discussed in the market trends section above, which significantly impacted carrier capacity and led to increased ocean freight rates.

Conversely, truckload transportation revenues and direct costs decreased compared to the prior year.

This decline in truckload pricing and purchased transportation costs was driven by the soft market conditions in surface transportation, characterized by an oversupply of carrier capacity throughout most of 2024.

Our sourcing total revenue and direct costs increased, driven by higher average pricing with retail customers and increased case volume with foodservice customers.

Total revenues and direct costs decreased primarily due to the divestiture of our Europe Surface Transportation business, as well as lower pricing and volume in our ocean services and lower fuel surcharges in our truckload services.

During 2024, ocean transportation revenues and direct costs were elevated as a result of ongoing disruptions, including the Red Sea conflict, which strained capacity and increased ocean freight rates.

While short periods of rate volatility occurred during 2025, driven by shifting trade policies, front-loading, seasonal factors, and carriers’ use of blank sailings, overall ocean freight rates have largely remained depressed as weak demand outweighed these pressures.

Our sourcing total revenue and direct costs increased, driven by increased case volume with retail and foodservice customers.

Gross profits and adjusted gross profits.

Our transportation adjusted gross profits increased due to higher adjusted gross profits per transaction in ocean and truckload services, in addition to increased volumes in our ocean service line.

The higher adjusted gross profits per transaction in ocean services were driven by the challenges facing the global forwarding market, which resulted in elevated pricing.

In truckload services, the increase was driven by the improved execution and disciplined pricing and capacity procurement efforts from our team within our transactional portfolio during 2024.

Sourcing adjusted gross profits increased, driven by an increase in integrated supply chain solutions for retail and foodservice customers.

Our transportation adjusted gross profits decreased due to lower adjusted gross profit per transaction in our ocean services and the divestiture of our Europe Surface Transportation business.

These impacts were partially offset by increased adjusted gross profit per transaction in our LTL, truckload, and customs services.

The decline in ocean services was largely attributable to the significant reduction in market pricing during 2025, compared to the same period in 2024 discussed above.

Conversely, the increase in adjusted gross profit per transaction in LTL and truckload services reflects the continued advancement of our dynamic pricing and costing capabilities.

These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery.

Sourcing adjusted gross profits increased, driven by an increase in integrated supply chain solutions for foodservice and retail customers.

Operating expenses.

Personnel expenses decreased, primarily due to cost optimization efforts including lower average employee headcount partially offset by higher variable compensation reflecting the improved results compared to the prior year.

Other SG&A expenses increased primarily due to the divestiture of our Europe Surface Transportation business, which was partially offset by the impact of the divestiture of our Argentina operations in 2023 discussed below.

Personnel expenses decreased, primarily due to cost optimization efforts including lower average employee headcount, as well as the impact of the divestiture of our Europe Surface Transportation business.

Other SG&A expenses also decreased, driven by the prior year loss recognized on the divestiture of our Europe Surface Transportation business and prior year restructuring charges related to reducing our facilities footprint.

In addition, other SG&A expenses decreased across several expense categories in the current year.

In addition to the above, our personnel expenses for 2025 included $30.0 million of severance and related personnel expenses related to our 2025 Restructuring Program.

In addition, other SG&A expenses for 2025 included $2.5 million of expenses associated with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business.

We also incurred $8.8 million in other SG&A expenses in 2025, primarily from a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.

Our personnel expenses for 2024 included $24.1 million of severance and related personnel expenses related to our 2024 Restructuring Program.

We also incurred $66.2 million in other SG&A expenses in 2024.

These expenses were primarily due to a $44.5 million loss related to the divestiture of our Europe Surface Transportation business and $21.9 million related to our 2024 Restructuring Program.

Our personnel expenses for 2023 included $18.4 million of severance and related expenses related to our 2022 Restructuring Program.

We also incurred $19.6 million of other SG&A expenses primarily related to the divestiture of our Argentina operations.

Refer to Note 14, Restructuring , for further discussion related to our 2025 and 2024 Restructuring Programs.

Refer to Note 15, Divestitures , for further discussion related to the divestiture of our Europe Surface Transportation business and Argentina operations.

Refer to Note 15, Divestitures , for further discussion related to the divestiture of our Europe Surface Transportation business.

Interest and other income/expense, net.

Interest and other income/expense, net was $89.9 million, primarily consisted of $85.9 million of interest expense, which decreased $4.3 million compared to the prior year due to a lower average debt balance.

The current year also included a $7.4 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses.

The prior year included a $24.4 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses driven by a $16.4 million foreign currency loss related to the devaluation of the Argentine Peso.

Interest and other income/expense, net was $72.5 million, primarily consisting of $63.1 million of interest expense, which decreased $22.8 million compared to the prior year due to a lower average debt balance and lower variable interest rates.

The current year also included an $11.2 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses.

The prior year included a $7.4 million unfavorable impact from foreign currency revaluation and realized foreign currency gains and losses.

Provision for income taxes.

Our effective income tax rate was 18.7 percent in 2025 and 19.6 percent in 2024.

The effective income tax rate for the twelve months ended December 31, 2024, was lower than the statutory federal income tax rate primarily due to the tax impact of U.S.

tax credits and incentives and share-based payment awards, which reduced the effective tax rate by 5.3 percentage points and 1.8 percentage points, respectively.

These impacts were partially offset by foreign tax credits and state income taxes, net of federal benefit, which increased the effective tax rate by 2.5 percentage points and 1.9 percentage points, respectively.

The effective income tax rate for the twelve months ended December 31, 2023, was lower than the statutory federal income tax rate primarily due to the tax impact of foreign tax credits, U.S.

tax credits and incentives, and the tax impact of share-based payment awards, which reduced the effective tax rate by 9.5 percentage points, 3.4 percentage points, and 2.7 percentage points, respectively.

These impacts were partially offset by a higher tax rate on foreign earnings and the impact of a Section 199 domestic production activities settlement, which increased the effective tax rate by 5.8 percentage points and 4.7 percentage points, respectively.

The lower rate was driven by higher foreign tax credits, higher tax benefits from shared-based compensation, and the prior year impact of the divestiture of our European Surface Transportation business, which reduced our effective tax rate compared to the prior year by 4.2 percentage points, 2.6 percentage points, and 1.3 percentage points, respectively.

These reductions were partially offset by a lower benefit from U.S.

tax credits and non-recurring discrete items in the prior year, which increased our effective tax rate compared to the prior year by 5.4 percentage points and 1.1 percentage points, respectively.

NAST Segment Results of Operations

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(1) Adjusted gross profits is a non-GAAP financial measure explained above.

(1) Adjusted gross profit is a non-GAAP financial measure explained above.

Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024

Total revenues and direct costs.

NAST total revenues and direct costs decreased, driven by lower pricing and purchased transportation costs and a decline in volume in truckload services.

The lower pricing and purchased transportation costs in truckload services were driven by the soft market conditions experienced throughout 2024 as the market remained in a prolonged stage of oversupplied carrier capacity.

These declines were partially offset by increased revenues and direct costs in LTL services driven by increased volumes.

NAST total revenues and direct costs decreased primarily due to lower fuel surcharges driven by a year-over-year decrease in diesel fuel prices and a shorter average length of haul in truckload services.

These declines were partially offset by increased LTL and truckload volumes and an increase in truckload linehaul rates.

Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, increased approximately 2.5 percent.

Our truckload linehaul cost per mile, excluding fuel surcharges, increased approximately 2.0 percent.

Gross profits and adjusted gross profits.

NAST adjusted gross profits increased, driven by truckload services due to higher adjusted gross profits per transaction partially offset by a decline in truckload service volumes.

This improvement was driven by improved execution and disciplined pricing and capacity procurement within our transactional portfolio in 2024.

Our average truckload linehaul rate per mile charged to our customers, which excludes fuel surcharges, decreased approximately 5.0 percent.

Our truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 5.5 percent.

Additionally, LTL services adjusted gross profits per transaction increased, driven by the improved execution and disciplined pricing efforts across our portfolio, in addition to an increase in volumes.

NAST other adjusted gross profits decreased, primarily due to a decline in warehousing and intermodal adjusted gross profits.

NAST adjusted gross profits increased driven by higher adjusted gross profits per transaction in both truckload and LTL services.

The improvement was driven by the continued advancement of our dynamic pricing and costing capabilities.

These advancements have allowed us to respond more rapidly to market fluctuations through more frequent and precise pricing discovery.

NAST other adjusted gross profits decreased, primarily due to a decrease in warehousing services.

Operating expenses.

NAST personnel expenses increased, driven by an increase in variable compensation reflecting the improved results compared to the prior year.

This increase was partially offset by cost optimization efforts, including lower average employee headcount in addition to lower allocated corporate expenses.

NAST personnel expenses decreased driven by cost optimization efforts and productivity improvements, including lower average headcount.

NAST other SG&A expenses were flat as higher allocated corporate expenses were offset by lower expenditures on purchased services, including contingent worker expenses, and lower occupancy expense.

In addition to the above, NAST personnel expenses for 2025 included $10.2 million of severance and related personnel expenses.

We also incurred $6.9 million in other SG&A expenses in 2024.

We also incurred $0.4 million in restructuring related other SG&A expenses in 2025.

These expenses were both associated with our 2025 Restructuring Program.

Personnel expenses for 2023 included $1.1 million of severance and related personnel expenses associated with our 2022 Restructuring Program.

Personnel expenses for 2024 included $10.2 million of severance and related personnel expenses.

We also incurred $6.9 million in restructuring related other SG&A expenses in 2024.

These expenses were both associated with our 2024 Restructuring Program.

Refer to Note 14, Restructuring, for further discussion related to our 2025 and 2024 Restructuring Programs.

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Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans.

Remaining corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment’s other SG&A expenses and allocated based upon relevant segment operating metrics.

corporate allocations, including corporate functions and technology related expenses, are primarily included within each segment’s other SG&A expenses and allocated based upon relevant segment operating metrics.

Global Forwarding Segment Results of Operations

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(1) Adjusted gross profits is a non-GAAP financial measure explained above.

(1) Adjusted gross profit is a non-GAAP financial measure explained above.

Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024

Total revenues and direct costs.

Global Forwarding total revenues and direct costs increased, driven by higher pricing and purchased transportation costs in ocean services in addition to volume increases across all global forwarding transportation services.

The higher pricing and purchased transportation costs in ocean services were driven by the volatile market conditions in 2024 discussed in the market trends section above, which significantly impacted carrier capacity and led to increased ocean freight rates in 2024.

Additionally, disruptions in the ocean freight market resulted in increased air freight tonnage in 2024, driven by ocean freight conversions in many trade lanes.

These ocean freight conversions, coupled with heightened ecommerce demand out of North Asia and stronger peak season volumes compared to 2023, elevated air freight costs in certain trade lanes in 2024.

The volatile market conditions in 2024 contrasted with the weak demand, elevated capacity, and suppressed freight rates experienced in 2023.

Global Forwarding total revenues and direct costs decreased driven by significantly lower pricing and purchased transportation costs in ocean services, in addition to lower volume in our ocean services.

In 2024, ocean transportation revenues and direct costs were elevated due to global supply chain disruptions, including the Red Sea conflict, which strained capacity and elevated ocean freight rates.

Many of these same market dynamics contributed to declines in total revenues and direct costs within our air freight services.

During 2024, disruptions in the ocean freight market and heightened ecommerce demand out of North Asia increased air freight volumes and pricing in certain trade lanes.

This contrasted with the comparatively weak consumer demand environment in 2025, which contributed to lower pricing and direct costs and lower volumes in air freight services.

Gross profits and adjusted gross profits.

Global Forwarding adjusted gross profits increased, driven by higher adjusted gross profits per shipment and an increase in volumes in ocean services driven by the challenges facing the global forwarding market, which resulted in elevated pricing.

This compared to a market characterized by weak freight demand and excess carrier capacity in 2023.

Air freight adjusted gross profits increased due an increase in metric tons shipped which was partially offset by lower adjusted gross profits per metric ton shipped.

The decrease in adjusted gross profits per metric ton shipped, was driven by sharp increases to the cost of air freight in certain trade lanes during 2024 compared to 2023.

Customs adjusted gross profits increased, driven by higher transaction volumes and an increase in adjusted gross profits per transaction.

Global Forwarding adjusted gross profits decreased driven by lower adjusted gross profit per shipment and lower volumes in ocean services.

The decline in adjusted gross profit per shipment in ocean services reflected the significant reduction in market pricing during 2025 compared to the same period in 2024, as discussed above.

Partially offsetting the decline, customs adjusted gross profits increased, driven by higher duty advance fees reflecting elevated global tariff rates in 2025.

Operating expenses.

Personnel expenses increased primarily due to increased variable compensation reflecting the improved results relative to the prior year.

This increase was partially offset by cost optimization efforts, including lower average employee headcount.

Other SG&A expenses decreased, as the prior year included an $18.0 million loss related to the divestiture of our Argentina operations.

Additionally, other SG&A expenses declined in the current year related to lower allocated corporate expenses and lower amortization expenses following the completion of amortization of intangible assets from a prior acquisition.

These decreases were partially offset by a higher provision for credit losses as the prior year benefited from a reduction to the allowance for credit losses.

Personnel expenses decreased primarily due to cost optimization efforts and productivity improvements and lower incentive compensation, partially offset by higher restructuring charges in the current year related to workforce reductions.

Other SG&A expenses decreased with reductions across several expense categories;

most notably lower claims expense.

In addition to the above, personnel expenses for 2025 included $15.0 million of severance and related personnel expenses.

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Personnel expenses for 2024 included $6.9 million of severance and related personnel expenses.

Other SG&A in 2023 included $18.2 million primarily related to disposal and exit activities, including asset impairments.

These expenses were associated with our 2022 Restructuring Program and the divestiture of our Argentina operations.

We also incurred $4.7 million in other SG&A expenses in 2024.

These expenses were both associated with our 2024 Restructuring Program.

Refer to Note 14, Restructuring , for further discussion related to our 2025 and 2024 Restructuring Programs.

Refer to Note 15, Divestitures , for further discussion related to the divestiture of our Argentina operations.

All Other and Corporate Segment Results of Operations

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Total revenues $ 1,580,031 $ 2,192,399 (27.9) % $ 2,127,664 3.0 %

Purchased transportation and related services and products sourced for resale 1,298,871 1,871,129 (30.6) % 1,806,275 3.6 %

Loss from operations (10,658) (74,627) N/M (31,183) N/M

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(1) Adjusted gross profits is a non-GAAP financial measure explained above.

(1) Adjusted gross profit is a non-GAAP financial measure explained above.

Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024

Total revenues and direct costs.

Total revenues and direct costs increased, driven by higher average pricing with retail customers and increased case volume with foodservice customers in our Robinson Fresh business.

This increase was partially offset by a decline in European truckload pricing and volume in our Other Surface Transportation business resulting in a decline in total revenues and direct costs.

Total revenues and direct costs decreased, driven by the divestiture of our Europe Surface Transportation business on February 1, 2025.

Partially offsetting this decrease was an increase in total revenues in our Robinson Fresh business driven by increased case volume with retail and foodservice customers.

Gross profits and adjusted gross profits.

Robinson Fresh adjusted gross profits increased due to an increase in integrated supply chain solutions for retail and foodservice customers.

Managed Solutions adjusted gross profits decreased due to lower transaction volume.

Other Surface Transportation adjusted gross profits decreased primarily due to a decrease in adjusted gross profits per transaction in European truckload and a decrease in European truckload volumes.

Operating expenses.

Personnel expenses in 2024, for All Other and Corporate included $7.0 million of severance and related personnel expenses primarily associated with our 2024 Restructuring Program.

Robinson Fresh adjusted gross profits increased driven by an increase in integrated supply chain solutions for retail and foodservice customers.

Managed Solutions adjusted gross profits increased due to an increase in freight under management.

Other Surface Transportation adjusted gross profits decreased as a result of the divestiture of our Europe Surface Transportation business.

Restructuring, lease impairment charge, and divestiture expenses.

Personnel expenses in 2025 included $4.8 million of severance and related personnel expenses associated with our 2025 Restructuring Program and the divestiture of our Europe Surface Transportation business.

We also incurred $7.2 million in other SG&A expenses in 2025, primarily from a $6.3 million impairment charge on our Kansas City regional center lease resulting from the execution of a sublease agreement on a portion of the building.

In addition, other SG&A expenses for 2025 included $0.9 million loss related to the divestiture of our Europe Surface Transportation business.

Personnel expenses in 2024, included $7.0 million of severance and related personnel expenses, primarily associated with our 2024 Restructuring Program.

We also incurred $54.5 million of other SG&A expenses in 2024, that included a $44.5 million loss related to the divestiture of our Europe Surface Transportation business.

Personnel expenses in 2023, included $13.5 million of severance and related personnel expenses.

We also incurred $1.5 million of other SG&A expenses in 2023.

These expenses were associated with our 2022 Restructuring Program and the divestiture of our Argentina operations.

Refer to Note 14, Restructuring, for further discussion related to our 2025 and 2024 Restructuring Programs.

Refer to Note 15, Divestitures , for further discussion related to the divestitures of our Europe Surface Transportation business and Argentina operations.

Refer to Note 15, Divestitures , for further discussion related to the divestiture of our Europe Surface Transportation business.

LIQUIDITY AND CAPITAL RESOURCES

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Receivables Securitization Facility (1)

446,792 500,000 November 2025

166,654 500,000 August 2027

Senior Notes (1)

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Cash and cash equivalents held outside the United States totaled $144.9 million as of December 31, 2025, and $134.0 million as of December 31, 2024.

Working capital decreased from $828.7 million at December 31, 2023, to $644.7 million at December 31, 2024.

Working capital increased from $644.7 million at December 31, 2024, to $966.8 million at December 31, 2025.

We prioritize our investments to grow our market share and expand globally in key industries, trade lanes, and geographies, and to digitize our customer, carrier, and internal tools to support our organic growth.

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Capital expenditures (70,543) (74,288) (84,111)

Sale of property and equipment — 1,324 63,579

Acquisitions, net of cash acquired (11,864) — —

Proceeds from divestiture 27,737 — —

Other investing — — 1,324

Cash used for investing activities (54,670) (74,288) 26.4 % (82,787) (10.3) %

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Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale $ 4,333 $ 10,545 $ (71,958)

Cash flow from operating activities.

We generated significant cash flow from operating activities in 2024, driven by our strong operating results and increased net income.

The increase to net income was offset by elevated freight rates in ocean services, driven by the factors discussed in the market trends and business trends sections above, which resulted in an increase in net operating working capital and negatively impacted our cash flow from operations.

In 2023, our results were adversely impacted by weak freight demand and excess carrier capacity, which significantly decreased our net operating working capital and benefited our cash flow from operations.

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.

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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 by transforming our processes, accelerating the pace of development, prioritizing data integrity, improving our customer and carrier experience, and increasing our efficiency to help expand our adjusted operating margins and grow the business.

During 2022, we sold an office building in Kansas City, Missouri, for a sales price of $55.0 million and recognized a gain of $23.5 million on the sale.

We simultaneously entered into an agreement to lease the office building for 10 years.

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 activities.

We had net repayments on debt in 2024 and 2023 and net borrowings on debt in 2022 .

Net repayments in 2024 were primarily to decrease the outstanding balance on the Revolving Credit Facility and the Receivables Securitization Facility.

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.

Net borrowings in 2022 were primarily to fund share repurchases and working capital needs in the first half of 2022.

The decrease in cash used for share repurchases was due to a significant decrease in the number of shares repurchased in 2023 compared to 2022 as minimal shares were repurchased in the second half of 2023.

No shares were repurchased in 2024.

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.

The number of shares we repurchase, if any, during future periods will vary based on our cash position, other potential uses of our cash, and market conditions.

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.

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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 increased as of December 31, 2024, compared to December 31, 2023, driven by the macroeconomic and industry factors impacting the cost of purchased transportation in ocean services.

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.

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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 judgement to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital, and the appropriate discount rate.

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.

On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business.

The sale included the assets and liabilities of the Europe Surface Transportation business other than its proprietary technology platform (the “disposal group”).

As a result of the divestiture, the Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024.

We have tested the goodwill of the Europe Surface Transportation reporting unit as of December 31, 2024, by performing Step One Analysis, before measuring the fair value of the disposal group to be presented as held for sale.

We determined that the $28.6 million goodwill balance was not impaired.

Our Europe Surface Transportation Step One Analysis was completed using a combination of the market approach and a discounted cash flow analysis.

The market approach was completed to determine the fair value of the Europe Surface Transportation business, excluding its proprietary technology platform, and was equal to the agreed-upon sale price of the business.

As the sale does not include a technology platform necessary to run the business, a discounted cash flow analysis was completed to determine the fair value of the Europe Surface Transportation proprietary technology platform.

The computed fair value of the reporting unit exceeded its carrying value.

As noted in Note 15, Divestitures , the sale of the Europe Surface Transportation disposal group was completed in February 2025.

As part of our annual Step Zero Analysis performed in 2024 for all other reporting units, 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 for any other reporting units and no impairments have been recorded in any period presented in the financial statements.

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.

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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 7. Management’s Discussion and Analysis