19 unchanged sentences
OTHER INFORMATION
−Removed: During the three months ended December 31, 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.
+Added: Except as follows, 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 during the three months ended December 31, 2025.
+Added: On November 3, 2025 , Michael Castagnetto , our President of North American Surface Transportation , adopted a prearranged written stock sale plan in accordance with Rule 10b5-1 under the Exchange Act, for the sale of shares of our common stock.
+Added: Castagnetto’s Rule 10b5-1 plan was entered into during an open trading window according to 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.
+Added: Castagnetto’s Rule 10b5-1 plan provides for the potential sale of up to 13,576 shares of our common stock, so long as the market price of our common stock is higher than the certain minimum threshold prices specified in Mr.
+Added: Castagnetto’s Rule 10b5-1 plan, between February 2, 2026 and February 17, 2026 .
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
22 unchanged sentences
(3) Represents weighted average exercise price of outstanding stock options.
−Removed: (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.
+Added: (4) Upon the appointment of our President and CEO, we granted 142,584 time-based restricted units and 91,016 performance stock units at target.
As of December 31, 2025, 25,641 restricted stock units remained unvested and outstanding, and 54,348 vested and 23,148 unvested performance stock units that will vest if target levels are achieved.
28 unchanged sentences
†10.1 1997 Omnibus Stock Plan (as amended May 18, 2006) (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on April 6, 2006)
−Removed: †10.2 Amended and restated C.H.
+Added: †10.2 Amended and R estated C.H.
Robinson Worldwide, Inc., 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 29, 2019)
−Removed: Robinson Worldwide Inc., 2022 Equity Incentive Plan, effective May 5, 2022 (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 22, 2022)
−Removed: 10.4 Credit Agreement Dated as of May 6, 2022 Among C.H.
+Added: Robinson Worldwide Inc., Amended and Restated 2022 Equity Incentive Plan, effective May 8, 2025 (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 25, 2025)
+Added: 10.4 Credit Agreement d ated as of May 6, 2022 Among C.H.
Robinson Worldwide Inc., the Lenders, and U.S.
7 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)
−Removed: 10.7 Form of C.H.
−Removed: Robinson Executive Separation and Change in Control Plan and Summary Plan Description For Eligible U.S.
−Removed: Employees (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 10-Q filed on August 2, 2024)
10.7 Receivables Purchase Agreement, dated November 19, 2021, by and among C.H.
21 unchanged sentences
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)
−Removed: 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)
−Removed: †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)
+Added: 10.14 Fifth Amendment to the Receivables Purchase Agreement, dated August 12, 2025 by and among C.H.
+Added: Robinson Worldwide, Inc., C.H.
+Added: Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed on August 12, 2025)
+Added: †10.15 Form of C.H.
+Added: Robinson Executive Separation and Change in Control Plan and Summary Plan Description For Eligible U.S.
+Added: Employees (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 10-Q filed on August 2, 2024)
+Added: Robinson Worldwide, Inc., Amended 2015 Non-Equity Incentive Plan
†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)
−Removed: †10.18 Form of Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)
−Removed: †10.19 Form of Key Employee Agreement (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)
+Added: †10.18* Form of Key Employee Agreement
†10.19 Form of Restricted Stock Unit Award Agreement – U.S.
18 unchanged sentences
Senior Leaders (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on 10-K filed on February 16, 2024)
−Removed: †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 )
+Added: †10.32 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 year ended December 31, 2023)
†10.33 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)
+Added: †10.34* Employment offer letter agreement with Dorothy Capers fully executed on March 26, 2025
*19.1 Insider Trading Policy
22 unchanged sentences
Steele Guilfoile
−Removed: /s/ Nicole H.
−Removed: Attorney-in-Fact
+Added: /s/ Dorothy G.
+Added: Chief Legal Officer and Secretary
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.