Castagnetto Michael D. 4

What Happened

• Michael D. Castagnetto, President of C. H. Robinson Worldwide, received two awards on Feb 4, 2026 totaling 6,745 restricted stock units (RSUs): 4,940 RSUs granted (vesting ratably) and 1,805 performance-based RSUs that vested and were credited to his non‑qualified deferred compensation (NQDC) plan account. Both transactions are recorded at $0.00 per share (no cash purchase). The 1,805 performance RSUs will be settled 1-for-1 in the company’s common stock.

Key Details

• Transaction date: 2026-02-04; Form 4 filed: 2026-02-06 (timely filing).
• Grants recorded: 4,940 RSUs @ $0.00 (to vest ratably over 2026–2028); 1,805 performance RSUs @ $0.00 (vested and credited to NQDC plan).
• Settlement: Performance RSUs credited to NQDC Plan will be settled in shares on a 1-for-1 basis.
• Holdings noted in filing: the reporting person’s NQDC account includes 32,152 shares issuable in settlement of RSUs/deferred shares, and the reporting person directly holds 2,742 shares (per footnote).
• Transaction type: Award/Grant (code A) — compensation, not an open‑market purchase or sale.

Context

• These transactions are compensation-related awards. The 4,940 RSUs are time‑based and will vest over three years; the 1,805 RSUs were performance awards that vested and were deferred into the NQDC plan rather than delivered as immediate shares. Such awards are routine executive compensation and do not by themselves indicate a buy/sell signal.