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What changed in C.H. Robinson's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of C.H. Robinson's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+303 added−296 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-14)

Top changes in C.H. Robinson's 2025 10-K

303 paragraphs added · 296 removed · 233 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

90 edited+27 added−19 removed65 unchanged
Biggest changeShort 54 President of Global Freight Forwarding David P. Bozeman was named the President and Chief Executive Officer in June 2023. Prior to joining C.H. Robinson, Dave served as Vice President, Ford Customer Service Division, and Vice President, Enthusiast Vehicles, for Ford Blue of Ford Motor Company, an automobile manufacturer, a position he held since August 2022.
Biggest changeFreeman 58 Chief Human Resources and ESG Officer Damon Lee 48 Chief Financial Officer Arun Rajan 57 Chief Strategy and Innovation Officer Michael J. Short 55 President of Global Freight Forwarding David P. Bozeman was named the President and Chief Executive Officer in June 2023. Prior to joining C.H.
Our motor carrier contracts require the contracted motor carrier issue invoices only to, and accept payment solely from, us for the shipments they transport under their contract with us and allow us to withhold payment to satisfy previous claims or shortages.
Our motor carrier contracts require the contracted motor carrier to issue invoices only to, and accept payment solely from, us for the shipments they transport under their contract with us and allow us to withhold payment to satisfy previous claims or shortages.
Many of these services are provided in connection with providing the freight transportation, based on the nature of the customer relationship. Our breadth of value-added services also includes supply chain consulting and design, emissions analytics, customs brokerage and compliance, project logistics, warehousing, and cargo insurance—for which we are usually paid separately.
Many of these services are provided in connection with providing the freight transportation, based on the nature of the customer relationship. Our breadth of value-added services also includes supply chain consulting and design, analytics, customs brokerage and compliance, project logistics, warehousing, and cargo insurance—for which we are usually paid separately.
Robinson through the company’s acquisition of FoodSource, Inc., in 2005. He is a board member of the Angel Foundation. He holds a Bachelor of Arts from Saint Mary’s College of California. Angela K. Freeman was named Chief Human Resources Officer in January 2015, and in October 2019, also became ESG Officer.
Robinson through the company’s acquisition of FoodSource, Inc., in 2005. He is a board member of the Angel Foundation. He holds a Bachelor of Arts degree from Saint Mary’s College of California. Angela K. Freeman was named Chief Human Resources Officer in January 2015, and in October 2019, also became ESG Officer.
Robinson Managed Solutions™ to address a growing gap in the marketplace for shippers wanting seamless access to 4PL services, 3PL, managed transportation and Transportation Management Services (“TMS”) technology from one provider. Consulting services, logistics optimization, and day-to-day logistics management services formerly offered through our TMC division are now offered through Managed Solutions.
Robinson Managed Solutions™ to address a growing gap in the marketplace for shippers wanting seamless access to 4PL services, 3PL managed transportation, and transportation management system (“TMS”) technology from one provider. Consulting services, logistics optimization, and day-to-day logistics management services formerly offered through our TMC division are now offered through Managed Solutions.
Relationships with Transportation Providers We continually work on establishing contractual relationships with qualified transportation providers that meet both ours and our customers’ service requirements to provide dependable services, favorable pricing, and available capacity during periods when demand for transportation equipment is greater than the supply.
Relationships with Transportation Providers We continually work on establishing contractual relationships with qualified transportation providers that meet both our and our customers’ service requirements to provide dependable services, favorable pricing, and available capacity during periods when demand for transportation equipment is greater than the supply.
Through the use of our proprietary Navisphere platform ® , we connect our customers with contracted motor carriers that specialize in their transportation lanes and product types, and we help contracted motor carriers optimize the usage of their equipment. • LTL: LTL transportation involves the shipment of single or multiple pallets of freight.
Through the use of our proprietary Navisphere ® platform, we connect our customers with contracted motor carriers that specialize in their transportation lanes and product types, and we help contracted motor carriers optimize the use of their equipment. • LTL: LTL transportation involves the shipment of single or multiple pallets of freight.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and ability to achieve our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence upon and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business; cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently manage divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of artificial intelligence technologies; risks associated with cybersecurity events; and other risks and uncertainties, including those described in Item 1A, Risk Factors.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience or our present expectations, including, but not limited to, factors such as changes in economic conditions, including uncertain consumer demand; changes in market demand and pressures on the pricing for our services; fuel price increases or decreases, or fuel shortages; competition and growth rates within the global logistics industry that could adversely impact our profitability and ability to achieve our long-term growth targets; freight levels and increasing costs and availability of truck capacity or alternative means of transporting freight; risks associated with seasonal changes or significant disruptions in the transportation industry; risks associated with identifying and completing suitable acquisitions; our dependence upon and changes in relationships with existing contracted truck, rail, ocean, and air carriers; risks associated with the loss of significant customers; risks associated with reliance on technology to operate our business, including reliance on third-party platforms and cybersecurity related risks; our ability to staff and retain employees; risks associated with operations outside of the United States; our ability to successfully integrate the operations of acquired companies with our historic operations or efficiently manage divestitures; climate change related risks; risks associated with our indebtedness; risks associated with interest rates; risks associated with litigation, including contingent auto liability and insurance coverage; risks associated with the potential impact of changes in government regulations, including environmental-related regulations; risks associated with the changes to income tax regulations; risks associated with the produce industry, including food safety and contamination issues; the impact of changes in political and governmental conditions; changes to our capital structure; changes due to catastrophic events; risks associated with the usage of AI technologies; and other risks and uncertainties, including those described in Item 1A, Risk Factors.
Navisphere is also integrated into 38 third-party transportation management systems and/or enterprise resource planning systems, allowing our dynamic pricing engine to directly deliver real-time quotes to customers when they have freight to be picked up or delivered. This eliminates the need for our customers to shop around and provides them an automated solution.
Navisphere is also integrated into 44 third-party transportation management systems and/or enterprise resource planning systems, allowing our Dynamic Pricing Engine to directly deliver real-time quotes to customers when they have freight to be picked up or delivered. This eliminates the need for our customers to shop around and provides them an automated solution.
We own very little transportation equipment and do not employ the people directly involved with the delivery of our customers’ freight, so these relationships are critical to our success. In 2024, more than 450,000 transportation providers were on our platform, the vast majority of which are contracted motor carriers.
We own very little transportation equipment and do not employ the people directly involved with the delivery of our customers’ freight, so these relationships are critical to our success. In 2025, more than 450,000 transportation providers were on our platform, the vast majority of which are contracted motor carriers.
We actively drive retention by focusing on top drivers for our employees, including compensation, work-life balance, and career growth opportunities. This has enabled us to maintain a voluntary turnover rate of 13 percent, lower than companies of similar size and industry.
We actively drive retention by focusing on top drivers for our employees, including compensation, work-life balance, and career growth opportunities. This has enabled us to maintain a voluntary turnover rate of 11 percent, lower than companies of similar size and industry.
Navisphere Carrier™ ( “ Navisphere Carrier”) provides contracted motor carriers access to the functionality necessary to efficiently manage their relationships with C.H. Robinson. Contracted motor carriers can search and book available freight, provide online status updates, keep track of receivables, and upload scanned documentation.
Navisphere Carrier provides contracted motor carriers access to the functionality necessary to efficiently manage their relationships with C.H. Robinson. Contracted motor carriers can search and book available freight, provide online status updates, keep track of receivables, and upload scanned documentation.
In addition to transportation and logistics services, we also provide sourcing services under the trade name Robinson Fresh ® (“Robinson Fresh”). Our sourcing services consist primarily of the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items.
In addition to transportation and logistics services, we also provide sourcing services under the trade name Robinson Fresh ® (“Robinson Fresh”). Our sourcing services consist primarily of the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. Segment information.
We primarily focus on shipments of a single pallet or larger, although we handle any size shipment. Through our contracts with motor carriers and the use of Navisphere, we consolidate freight and freight information to provide our customers with a single source of information on their freight.
We primarily focus on shipments of a single pallet or larger, although we handle any size shipment. Through our contracts with motor carriers and the use of Navisphere, we consolidate freight and freight information to provide our customers with a single source of freight visibility.
Our standard contracts do not include volume commitments, and typically, the initial contract rate is modified each time we confirm an individual shipment with a contracted motor carrier. In our NVOCC ocean transportation business, we have contracts with most of the major ocean carriers, which support a variety of service and rate needs for our customers.
Our 8 Table of Contents standard contracts do not include volume commitments, and typically, the initial contract rate is modified each time we confirm an individual shipment with a contracted motor carrier. In our NVOCC ocean transportation business, we have contracts with most of the major ocean carriers, which support a variety of service and rate needs for our customers.
The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage. Robinson Fresh provides sourcing services that primarily include the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. Robinson Fresh sources products from around the world. In November 2024, we launched C.H.
The primary services provided by Global Forwarding include ocean freight services, air freight services, and customs brokerage. 3 Table of Contents Robinson Fresh provides sourcing services that primarily include the buying, selling, and/or marketing of fresh fruits, vegetables, and other value-added perishable items. Robinson Fresh sources products from around the world. In November 2024, we launched C.H.
We use our data and data analysts to drive smarter solutions and products for our customers.
We use our data, data scientists, and data analysts to drive smarter solutions and products for our customers.
Customer Relationships We work to establish long-term relationships with our customers and to increase the amount of business done with each customer by providing them with a full range of logistics services and people on whom they can rely. During 2024, we served 83,000 customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.
Customer Relationships We work to establish long-term relationships with our customers and increase the amount of business done with each customer by providing them with a full range of logistics services and people on whom they can rely. During 2025, we served 75,000 customers worldwide, ranging from Fortune 100 companies to small businesses in a wide variety of industries.
Arun holds a Bachelor of Science degree in Computer Science from Pittsburgh State University and a Master of Science degree in Information Systems Management from the University of Arizona. 13 Table of Contents Michael J. Short was named President of Global Freight Forwarding in May 2015. He joined C.H.
Arun holds a Bachelor of Science degree in Computer Science from Pittsburgh State University and a Master of Science degree in Information Systems Management from the University of Arizona. Michael J. Short was named President of Global Freight Forwarding in May 2015. He joined C.H.
Transportation services accounted for approximately 95 percent of adjusted gross profits in 2024 and 2023 and 97 percent of adjusted gross profits in 2022. Adjusted gross profits is a non-GAAP financial measure calculated as total revenues less the total of purchased transportation and related services and the cost of purchased products sourced for resale.
Transportation services accounted for approximately 95 percent of adjusted gross profits in 2025, 2024, and 2023. Adjusted gross profits is a non-GAAP financial measure calculated as total revenues less the total of purchased transportation and related services and the cost of purchased products sourced for resale.
We analyze customers’ transportation rate structures, modes of shipping, and carrier selection. We identify opportunities to consolidate shipments for cost savings. We suggest ways to improve operating and shipping procedures and manage claims. We help customers minimize storage through transloading, crossdocking, drop trailer and other flow-through operations.
We analyze customers’ transportation rate structures, modes of shipping, and carrier selection. We identify opportunities to consolidate shipments and centralize purchase order management for cost savings. We suggest ways to improve operating and shipping procedures and manage claims. We help customers minimize storage through transloading, crossdocking, drop trailer, and other flow-through operations.
We have also instituted quality assurance and monitoring programs as part of our branded and preferred grower programs. Sourcing accounted for approximately five percent of our adjusted gross profits in 2024 and 2023 and three percent of our adjusted gross profits in 2022.
We have also instituted quality assurance and monitoring programs as part of our branded and preferred grower programs. Sourcing accounted for approximately five percent of our adjusted gross profits in 2025, 2024, and 2023.
O ur global team of supply chain experts, differentiated technology, and integrated product portfolio across ocean, air, rail, and truck shipping bring unique value to the marketplace. Our global perspective across all links in the supply chain are critical in supporting shippers through market volatility and global supply chain disruptions.
Our global team of supply chain experts, differentiated technology, and integrated product portfolio across ocean, air, rail, and truck shipping bring unique value to the marketplace. Our global perspective across all links in the supply chain is critical in supporting shippers through market volatility and global supply chain disruptions.
Arun joined C.H. Robinson as Chief Product Officer in September 2021. Prior to joining C.H. Robinson, Arun was the Chief Technology Officer of Whole Foods Market, part of Amazon, from September 2019 to July 2021.
Arun joined C.H. Robinson as Chief Product Officer in September 2021. Prior to joining 13 Table of Contents C.H. Robinson, Arun was the Chief Technology Officer of Whole Foods Market, part of Amazon, from September 2019 to July 2021.
Our large number of unique, strong relationships provide global connections and valuable market knowledge; • Global suite of services: A wide and integrated selection of services and products provide our customers with consistent capacity and service levels; • Scale: Our customers leverage our significant capacity, broad procurement options, global data insights, and substantial shipment volumes for better efficiency, service, and marketplace advantages; • Data, products, and technology: The combination of our expertise, scale and tailored solutions gives our technology an edge.
Our large number of unique, strong relationships provide global connections and valuable market knowledge; • Global suite of services: A wide and integrated selection of services and products, supported by regional and local expertise, provide our customers with consistent capacity and service levels; • Scale: Our customers leverage our significant capacity, broad procurement options, global data insights, and substantial shipment volumes for better efficiency, service, and marketplace advantages; • Lean AI, data, and technology: The combination of our expertise, scale, and tailored solutions gives our technology an edge.
We have one of the largest datasets of shipments, routings, and carriers in the world. Generative AI is especially powerful in our hands, helping us unlock the value in our vast amount of unstructured data and create new proprietary technology that leads the industry forward.
We have one of the largest datasets of shipments, routings, and carriers in the world. Generative AI and agentic AI are especially powerful in our hands, helping us unlock the value in our vast amount of data and create new proprietary technology that leads the industry forward.
Other Surface Transportation revenues are primarily earned by our Europe Surface Transportation operating segment. Europe Surface Transportation provides transportation and logistics services, including truckload and LTL transportation services, across Europe. The sale of our Europe Surface Transportation business was announced in July 2024 and closed in February 2025. Sales Transportation and Logistics Services C.H.
Other Surface Transportation revenues were primarily earned by our Europe Surface Transportation operating segment. Europe Surface Transportation provided transportation and logistics services, including truckload and LTL transportation services, across Europe. The sale of our Europe Surface Transportation business was announced in July 2024 and closed in February 2025. Sales Transportation and Logistics Services C.H.
Robinson include Director of Investor Relations and Director of Marketing Communications. In addition to her responsibilities at C.H. Robinson, Angela currently serves on the Board of Directors of The Shyft Group, Inc., and on the Board of the University of North Dakota Alumni Association & Foundation. Prior to joining C.H.
Robinson include Director of Investor Relations and Director of Marketing Communications. In addition to her responsibilities at C.H. Robinson, Angela currently serves on the Board of Directors of the Aebi Schmidt Group, and on the Board of the University of North Dakota Alumni Association & Foundation. Prior to joining C.H.
We work closely with a global network of transportation companies, including contracted motor carriers, railroads, and ocean and air carriers. We utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. In 2024, our customers trusted us to manage approximately 37 million shipments and $23 billion in freight.
We work closely with a global network of transportation companies, including motor carriers, railroads, and ocean and air carriers. We utilize those relationships to efficiently and cost-effectively arrange the transport of our customers’ freight. In 2025, our customers trusted us to manage approximately 37 million shipments and $23 billion in f reight.
Additional information about our human capital management and environmental sustainability initiatives, goals, and achievements are available in the sustainability report available on our website; however, the sustainability report is not incorporated by reference in, and is not a part of, this Annual Report on Form 10-K. 12 Table of Contents Information about our Executive Officers The Board of Directors designates the executive officers annually.
Additional information about our human capital management and environmental sustainability initiatives, goals, and achievements are available in the sustainability report or climate risk report available on our website; however, neither the sustainability report nor the climate risk report are incorporated by reference in, and are not a part of, this Annual Report on Form 10-K. 12 Table of Contents Information about our Executive Officers The Board of Directors designates the executive officers annually.
In 2024, our largest truck transportation provider was less than one percent of our total cost of transportation, and contracted motor carriers that had fewer than 100 trucks transported approximately 73 percent of our truckload shipments.
In 2025, our largest truck transportation provider was less than one percent of our total cost of transportation, and contracted motor carriers that had fewer than 100 trucks transported approximately 72 percent of our truckload shipments.
Enhancements to our dynamic costing and pricing models allow us to react to market signals more quickly and accurately. Through a combination of more inputs, an upgraded algorithm, and greater configurability, these proprietary data science models serve to optimize our purchasing of shipping capacity and the price we offer our customers. We continue to drive digital transformation in our industry.
Enhancements to our dynamic costing and pricing models allow us to react to market signals more quickly and accurately. Through a combination of more inputs, an upgraded algorithm, and greater configurability, these proprietary data science models serve to optimize our purchasing of shipping capacity and the price we offer our customers.
Our employee turnover ratio in 2024, which is calculated as the number of employees who departed in the 12 months ended December 31, 2024, divided by the average number of employees in the 12 months ended December 31, 2024, was 23 percent.
Our employee turnover ratio in 2025, which is calculated as the number of employees who departed in the 12 months ended December 31, 2025, divided by the average number of employees in the 12 months ended December 31, 2025, was 19 percent.
During the time when a shipment is executed, we connect frequently, either electronically or manually, with the contracted carrier to track the status of the shipment to meet the unique needs of our customers. For most of our transportation and logistics services, we are a service provider.
During the time when a shipment is executed, we connect frequently with the contracted carrier to track the status of the shipment to meet the unique needs of our customers. 4 Table of Contents For most of our transportation and logistics services, we are a service provider.
Onboarding is followed by on-the-job training and regular performance and development conversations. Throughout their careers, employees have access to a digital learning platform supporting ongoing development through a variety of in-person and virtual leadership development and skill building programs.
Onboarding is followed by on-the-job training and ongoing performance and development conversations to reinforce learning and accelerate growth. Throughout their careers, employees have access to a digital learning platform that supports continuous development through a variety of in-person and virtual leadership development and skill-building programs.
Details of shipment contents, shipment status, disruptions to shipments, and resulting adjustments to estimated time of arrival using artifi cial intelligence are provided for the customer to manage their supply chain exceptions.
Details of shipment contents, shipment status, disruptions to shipments, and resulting adjustments to estimated 7 Table of Contents time of arrival using AI are provided for the customer to manage their supply chain exceptions.
Our employees bring our enterprise strategy and the Robinson Operating Model to life through The Robinson Way, a comprehensive culture framework encompassing our company purpose, customer promise, and behavioral advantages (Authentic, Persistent, Accountable, Curious, United). This framework emphasizes delivering exceptional service and high value through our expertise, scale and tailored solutions.
Our employees bring our enterprise strategy and the Robinson Operating Model to life through The Robinson Way, a culture framework that aligns our purpose, customer promise, and behavioral advantages (Authentic, Persistent, Accountable, Curious, United). This framework emphasizes delivering exceptional service and high value through our expertise, scale, and tailored solutions while embracing innovation and continuous improvement.
Our proprietary Navisphere platform provides agility, flexibility, global visibility, easy integration, broad connectivity, and advanced security; • Network: Our combination of global capability, regional and local expertise, and scale gives our customers a strategic advantage in supply chain execution; • Process: Proven processes and tailored solutions combine strategy with practical experience for customized action plans that succeed in the real world; and • Stability: Our customers and our contract carriers rely on us to support critical elements of their business.
Our proprietary Navisphere platform provides agility, flexibility, global visibility, easy integration, broad connectivity, and advanced security; • Process: Proven processes and tailored solutions combine strategy with practical experience for customized action plans that succeed in the real world; and • Stability: Our customers and our contract carriers rely on us to support critical elements of their business.
Using generative AI and large language models, we have created proprietary technology that automates steps across the lifecycle of a shipment: from giving customers a price quote, to accepting a load, to setting appointments for pickup and delivery, to checking on the load in transit.
Using large language models, generative AI, and agentic AI, we have created proprietary technology that automates steps across the lifecycle of a shipment: from giving customers a price quote, to processing orders, to setting appointments for pickup and delivery.
The table below shows our adjusted gross profits by transportation mode, for the years ended December 31 (in thousands): 2024 2023 2022 2021 2020 Truckload $ 1,072,691 $ 1,039,079 $ 1,561,310 $ 1,280,629 $ 1,071,873 LTL 572,169 550,373 632,116 523,365 457,290 Ocean 519,970 420,883 729,839 711,223 350,094 Air 135,901 123,470 198,166 225,286 151,443 Customs 107,480 97,096 107,691 100,539 87,095 Other Logistics Services 225,599 255,735 251,547 210,958 195,159 Total $ 2,633,810 $ 2,486,636 $ 3,480,669 $ 3,052,000 $ 2,312,954 5 Table of Contents Sourcing Since we were founded in 1905, we have been in the business of sourcing fresh produce.
The table below shows our adjusted gross profits by transportation mode, for the years ended December 31 (in thousands): 2025 2024 2023 2022 2021 Truckload $ 1,052,281 $ 1,072,691 $ 1,039,079 $ 1,561,310 $ 1,280,629 LTL 609,736 572,169 550,373 632,116 523,365 Ocean 432,874 519,970 420,883 729,839 711,223 Air 136,695 135,901 123,470 198,166 225,286 Customs 132,776 107,480 97,096 107,691 100,539 Other Logistics Services 224,279 225,599 255,735 251,547 210,958 Total $ 2,588,641 $ 2,633,810 $ 2,486,636 $ 3,480,669 $ 3,052,000 5 Table of Contents Sourcing Since we were founded in 1905, we have been in the business of sourcing fresh produce.
This framework not only aligns employees with the company’s strategic goals but also creates a high-performance culture of engagement, recognition, and continuous improvement, ultimately enhancing career growth and job satisfaction. We attract, retain, and reward exceptional talent through our performance culture, which is grounded in our purpose, and a commitment to their career development and growth.
This framework aligns employees with the company’s strategic goals and creates a high-performance culture of engagement, recognition, and continuous improvement, enhancing career growth and job satisfaction while driving innovation and speed. We attract, retain, and reward exceptional talent through a performance culture grounded in purpose and a commitment to career development, growth, and innovation.
Our benefit programs include healthcare, retirement benefits, and an employee assistance program in various global locations, 11 Table of Contents providing additional no-cost access to behavioral health benefits and counseling. Benefits are reviewed annually to ensure competitiveness and clarity, incorporating employee feedback to meet a variety of needs. Our incentives line up with our company goals and are performance-based.
Our benefit programs include healthcare, retirement benefits, and an employee assistance program in various global locations, providing additional no-cost access to behavioral health benefits and counseling. Benefits are reviewed annually to ensure competitiveness and clarity, incorporating employee feedback to meet a variety of needs. Our compensation programs are designed to align with company goals and drive sustainable, profitable growth.
We are subject to laws and regulations in the United States and other countries concerning the handling of personal information, including laws that require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information. These laws and regulations include, for example, the European General Data Protection Regulation and the California Consumer Privacy Act.
We are subject to laws and regulations in the United States and other countries concerning the handling of personal information, including laws that require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information.
ITEM 1. BUSINESS Overview C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world, with consolidated total revenues of $17.7 billion in 2024. We deliver logistics like no one else.
ITEM 1. BUSINESS Overview C.H. Robinson Worldwide, Inc. (“C.H. 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. As a leader in Lean artificial intelligence (“AI”) supply chains, we deliver logistics like no one else.
Violation of these regulations could also subject us to fines, as well as increased claims liability. 9 Table of Contents We buy and sell fresh produce under licenses issued by the U.S. Department of Agriculture (“USDA”) as required by the Perishable Agricultural Commodities Act (“PACA”).
Violation of these regulations could also subject us to fines, as well as increased claims liability. We buy and sell fresh produce under licenses issued by the U.S. Department of Agriculture (“USDA”) as required by the Perishable Agricultural Commodities Act (“PACA”). Other sourcing and distribution activities may be subject to various federal and state food and drug statutes and regulations.
When we enter into prearranged rate agreements for truckload services with our customers, we usually have fuel surcharge agreements that allow for fuel to primarily act as a pass-through cost, in addition to the underlying linehaul portion of the rate.
When we enter into prearranged rate agreements for truckload services with our customers, the underlying linehaul portion of the rate is usually accompanied by a fuel surcharge agreement that allows for fuel to primarily be a pass-through cost.
The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation brokerage services. 3 Table of Contents Global Forwarding provides transportation and logistics services through an international network of offices in North America, Europe, Asia, Oceania, South America, and the Middle East and also contracts with independent agents worldwide.
Global Forwarding provides transportation and logistics services through an international network of offices in North America, Europe, Asia, Oceania, South America, and the Middle East and also contracts with independent agents worldwide.
As a result of our logistics capabilities, our technology, our global suite of services, and integrated modes of transportation, some of our customers have us handle all, or a substantial portion, of their freight transportation needs. Our employees price our services to provide a profit to us for the totality of services performed for the customer.
As a result of our logistics expertise, our technology, our global suite of services, and integrated modes of transportation, some of our customers have us handle all, or a substantial portion, of their freight transportation needs.
Our data estate and scale provide our organization with the business intelligence to support decision-making in all areas of our business. Navisphere gives customers one place to purchase, manage, and track their freight transportation around the world. It allows them to communicate worldwide with parties in their supply chain across languages, currencies, and continents.
Navisphere gives customers one place to purchase, manage, and track their freight transportation around the world. It allows them to communicate worldwide with parties in their supply chain across languages, currencies, and continents.
During 2024, our largest customer accounted for approximately two percent of our consolidated total revenues. We seek additional business from existing customers and pursue new customers based on our knowledge of the marketplace, our unique information advantage, and the range of logistics services we can provide.
We seek additional business from existing customers and pursue new customers based on our knowledge of the marketplace, our unique information advantage, and the range of logistics services we can provide.
We regularly survey our employees and engage in focus groups to better understand what they value and how we can continuously enhance their experience. Our 2024 engagement survey generated a 70 percent engagement score. Strengths include manager capabilities, strong relationships, and understanding customer needs.
We regularly survey our employees and engage in focus groups to better understand what they value and how we can continuously enhance their experience. Our 2025 engagement survey generated a 76 percent engagement score.
Our services to the customer may be priced on a spot market, or transactional basis, or prearranged contractual rates. Most of our contractual rate commitments are for one year or less and allow for renegotiation. As is typical in the transportation industry, most of these contracts do not include specific volume commitments.
Most of our contractual rate commitments are for one year or less and allow for renegotiation. As is typical in the transportation industry, most of these contracts do not include specific volume commitments.
They can explore potential roles and career paths through an online resource center, that houses resources about performance, development and support, and rewards for their work. Wellness, Benefits, and Compensation At C.H. Robinson, we take a comprehensive view of supporting our employees’ health and wellbeing.
Employees can explore career paths through an online resource center that provides resources for performance, development, and recognition, empowering them to own their growth journey. Wellness, Benefits, and Compensation At C.H. Robinson, we take a comprehensive view of supporting our employees’ health and wellbeing.
We are increasing compensation transparency, which helps drive the connection between pay and performance and supports our goal of providing visibility to our employees about career path opportunities in the organization. Our equity compensation program is an important part of how we stay competitive from a total compensation perspective, as it incentivizes and rewards leadership for sustained enterprise performance.
Increased compensation transparency strengthens the link between pay and performance and provides visibility into career opportunities. Our equity program is an important part of how we stay competitive from a total compensation perspective, as it incentivizes and rewards leadership for sustained enterprise performance. In our equity program, we grant equity to about 11 percent of our employees.
We have a strategic approach to developing great leaders, leveraging our scale, global footprint, and relationships. At C.H. Robinson, 78 percent of our people leaders have been with us for more than five years, and over half for more than 10 years. We identify strong talent early and have a defined success profile illustrating what excellence looks like at C.H.
Robinson, 79 percent of our people leaders have been with us for more than five years, and over half for more than 10 years, a testament to our commitment to career growth and retention. We identify strong talent early and use a defined success profile to illustrate what excellence looks like at C.H. Robinson.
They receive regular updates from our Chief Human Resources and Environmental, Social, and Governance (“ESG”) Officer on key strategic initiatives, success measurements, and other relevant matters including hiring, retention, culture, employee engagement, succession planning, leadership, compensation, and benefits. Our People We lead the industry with a strong performance-driven team. We have 11,565 network employees, as presented below.
They receive regular updates from our Chief Human Resources and Environmental, Social, and Governance (“ESG”) Officer on key talent strategy initiatives, success measurements, and other relevant matters including hiring, retention, culture, employee engagement, succession planning, leadership, compensation, and benefits. Our People Our global workforce includes 11,855 employees and 761 contingent workers, as presented below.
Robinson. We use data to measure leadership effectiveness and support our people with strong, knowledgeable leaders, optimized through our operating model, technology tools, and culture. Our onboarding process provides employees with a clear understanding of our culture, strategic goals, and growth opportunities. It includes training on proprietary technology systems, customer service philosophy, company culture, and differentiating behaviors.
We use data driven insights to measure leadership effectiveness and optimize performance through our operating model, technology tools, and culture, ensuring our employees are supported by strong, knowledgeable leaders. Our onboarding process provides employees with clarity on our culture, strategy, and growth opportunities. It includes training on our operating model, proprietary technology systems, customer service philosophy, and differentiating behaviors.
Our scope and scale, combined with our supply chain experts and advanced technology, position us to help our customers report and reduce emissions to meet sustainability-related goals and comply with associated regulations. Additionally, Robinson Fresh focuses on reducing waste through innovative technologies and sustainable packaging options across our product portfolio.
Our scope and scale, combined with our supply chain experts and advanced technology, position us to help our customers report and reduce emissions to meet sustainability-related goals and comply with associated regulations.
For those contracted motor carriers that would like a faster payment, we also offer expedited payment upon receipt of proof of delivery in exchange for a discount, along with offering in-trip cash advances. 8 Table of Contents Contracted motor carriers provide access to dry vans, temperature controlled vans, flatbeds, and bulk capacity.
For those contracted motor carriers that would like to be paid faster than our standard terms, we offer cash advances of up to 60 percent upon picking up a load and, in exchange for a discount, expedited final payment upon proof of delivery. Contracted motor carriers provide us access to dry vans, temperature-controlled vans, flatbeds, and bulk capacity.
This leads to better solutions for our customers, contract carriers, and growers; drives our competitive advantage in recruiting and retaining top talent; and enhances our high-performance culture. Oversight and Governance Our Board of Directors and Talent and Compensation Committee oversee our human capital management efforts.
This approach delivers smarter solutions for customers, contract carriers, and growers, creating a competitive edge in attracting and retaining top talent. Oversight and Governance Our Board of Directors and Talent and Compensation Committee oversee our human capital management efforts.
Our customers get better service, faster speed-to-market and more cost savings, while our people are freed from repetitive, mundane tasks so they can focus on more strategic work. Our enhancements to our dynamic costing and pricing models are key contributors to expanding our operating margins and growing volume and market share.
AI also frees our people from repetitive, mundane tasks so they can focus on more strategic work. Our enhancements to our dynamic costing and pricing models are key contributors to expanding our operating margins and growing volume and market share. Our proprietary technolog y connects 75,000 customers and 450,000 contract carriers.
It is essential for serving our customers and contract carriers and for managing our business. Most of our global network operates on Navisphere, using it to match customer needs with supplier capabilities, to collaborate, and to access centralized support resources to complete all facets of a transaction.
Most of our global network operates on Navisphere, using it to match customer needs with supplier capabilities, to collaborate, and to access centralized support resources to complete all facets of a transaction. In 2025, we managed approximately 37 million shipments for 75,000 customers utilizing the more than 450,000 contract carriers on our platform.
Robinson Foundation support disaster relief and humanitarian aid, an employee relief fund, and scholarship programs for our employees and our contract carriers. Environmental Sustainability We prioritize work that drives long-term growth for the business by aligning with our enterprise strategy and stakeholder needs.
We provide support through grantmaking for our industry and communities, scholarship programs, disaster relief and humanitarian aid, and employee-driven philanthropy to support the organizations our people care about most. Environmental Sustainability We prioritize work that drives long-term growth for the business by aligning with our enterprise strategy and stakeholder needs.
Our total rewards strategies support employees’ health, wealth, and self, incorporating market-competitive pay and comprehensive benefit programs for all global employees. We deliver highly competitive and meaningful benefit programs designed to meet the needs of our global workforce.
Our total rewards strategies support employees’ health, wealth, and self, incorporating market-competitive pay and comprehensive benefit programs for all global employees. We are committed to creating and maintaining a safe and secure workplace for all employees.
We measure and report on our Scope 1, 2, and 3 emissions in our annual sustainability report. We set a science-aligned below 2°C goal to reduce our Scope 1 and 2 carbon intensity by 40 percent by 2025. In 2023, we announced that we met and exceeded our goal two years early.
We measure and report on our Scope 1, 2, and 3 emissions in our annual sustainability report, and disclose the results of climate scenario analysis through the company’s annual climate risk report, updated mid-year. In 2023, we announced the completion of our science-aligned, below 2°C goal to reduce our Scope 1 and 2 carbon intensity by 40 percent by 2025.
Regulatory actions or litigation seeking to impose significant penalties could be brought against us in the event of a data breach or alleged non-compliance with such laws and regulations. Human Capital At C.H. Robinson, our employees connect the world and are the foundation of our success, creating value for our customers and contract carriers.
These laws and regulations include, for example, the European General Data Protection Regulation and 9 Table of Contents the California Consumer Privacy Act. Regulatory actions or litigation seeking to impose significant penalties could be brought against us in the event of a data breach or alleged non-compliance with such laws and regulations. Human Capital At C.H.
Onboarding and Development We grow and develop our leaders and employees by offering opportunities for early-career individuals and seasoned experts to work on complex strategic projects for some of the world’s largest companies. Our talent model prioritizes growing talent and leaders, as their experience, knowledge, relationships, and expertise become increasingly valuable over time.
Onboarding and Development We grow and develop leaders and employees by offering opportunities for early-career talent and seasoned experts to work on complex, strategic projects that shape global supply chains and deliver value for some of the world’s largest companies.
We utilize the information from Navisphere and other available sources to select the best contracted carrier based on factors such as their service score, equipment availability, freight rates, and other relevant factors. 4 Table of Contents Once the contracted carrier is selected, we receive the contracted carrier’s commitment to provide the transportation.
Robinson team then ensures all necessary information regarding each shipment is available in Navisphere. We use the information from Navisphere and other available sources to select the best contracted carrier based on factors such as their service score, equipment availability, freight rates, and other relevant factors.
The remaining employees support our network teams in Advanced Analytics and Data Science, Communications and Marketing, Finance, Human Resources, Legal, Product, and Technology and Engineering.
We have 9,899 network employees, while the remaining employees support functions such as Advanced Analytics and Data Science, Communications and Marketing, Finance, Human Resources, Legal, Product, and Technology and Engineering. Among our employees, 99 percent work full-time hours.
It emphasizes forging lasting relationships with integrity, honesty, and respect; committing to getting the job done right; owning successes and failures and learning from both; challenging the status quo; and working together to raise the bar.
It reinforces forging lasting relationships with integrity and respect; committing to executional excellence; owning successes and failures; challenging the status quo; and working together to raise the bar through smarter, faster, and simpler ways of working.
Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010, and certain other foreign countries’ equivalent statutes or programs in the countries in which we operate.
As a publicly traded company and issuer of stock, we are subject to and maintain compliance with various anti-corruption and anti-bribery statutes such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010, and certain other foreign countries’ equivalent statutes or programs in the countries in which we operate.
Transactions are performed in seconds, giving customers greater efficiency, speed-to-market, and cost savings while improving employee productivity, as measured by shipments per person per day.
Transactions are performed in seconds, giving customers greater efficiency, speed-to-market, and cost savings while improving employee productivity, as measured by shipments per person per day. Our fleet of more than 30 AI agents is integrated with Navisphere, our global, multimodal transportation management system. Navisphere is essential for serving our customers and contract carriers and for managing our business.
Prior to joining Ford, Dave was Senior Vice President, Amazon Transportation Services of Amazon.com, Inc., an electronic commerce and cloud computing company, from February 2017 to August 2022. Dave previously held leadership positions of increasing responsibility at Caterpillar Inc. and Harley-Davidson, Inc.
Robinson, Dave served as Vice President, Ford Customer Service Division, and Vice President, Enthusiast Vehicles, for Ford Blue of Ford Motor Company, an automobile manufacturer, a position he held since August 2022. Prior to joining Ford, Dave was Senior Vice President, Amazon Transportation Services of Amazon.com, Inc., an electronic commerce and cloud computing company, from February 2017 to August 2022.
Our financial strength, discipline, and consistent track record of success are a key foundation of our ability to sustainably meet their needs. Proprietary Information Technology and Intellectual Property Our technology brings the value of artificial intelligence, machine learning, data science, and analytics to our customers in order to help solve their most complex logistics challenges and drive the industry forward.
Proprietary Information Technology and Intellectual Property Our technology is driving digital transformation in our industry and brings the value of Lean AI, machine learning, data science, and analytics to our customers to help solve their most complex logistics challenges.
In 2024, we managed approximately 37 million shipments for 83,000 customers utilizing the more than 450,000 contract carriers on our platform. Navisphere and our other technology help our employees service customer orders, select the optimal mode of transportation, build and consolidate shipments, identify appropriate carriers, and manage exceptions, all based on customer-specific service parameters.
Navisphere and our other technology help our employees service customer orders, select the optimal mode of transportation, build and consolidate shipments, identify appropriate carriers, and manage exceptions, all based on customer-specific service parameters. Our data estate and scale provide our organization with the business intelligence to support decision-making in all areas of our business.
Analysis is provided down to the shipment and order level. 7 Table of Contents • Navisphere Optimizer™ helps customers minimize the travel time, distance, and total miles of their freight, while maximizing their trailer utilization and savings.
Collaboration, intelligent notifications, and performance scorecards allow customers to manage their supply chain and identify inefficiencies. • Navisphere Optimizer™ helps customers minimize the travel time, distance, and total miles of their freight, while maximizing their trailer utilization and savings.
We work with 83,000 customers across a wide variety of industries, with 450,000 contract carriers on our platform. As of December 31, 2024, we had a total of 13,781 employees in 38 countries. Our employees speak 70 languages and encompass four generations in the workplace.
As of December 31, 2025, we had a total of 11,855 employees in 37 countries. Our employees speak 70 languages and encompass four generations in the workplace. Our success depends on a workforce that reflects the communities where we live and work—and the diversity of our customers and contract carriers.
Below are the names, ages, and positions of the executive officers as of February 14, 2025: Name Age Position David P. Bozeman 56 President and Chief Executive Officer Michael Castagnetto 48 President of NAST Angela K. Freeman 57 Chief Human Resources and ESG Officer Damon Lee 47 Chief Financial Officer Arun Rajan 56 Chief Strategy and Innovation Officer Michael J.
Below are the names, ages, and positions of the executive officers as of February 13, 2026: Name Age Position David P. Bozeman 57 President and Chief Executive Officer Dorothy G. Capers 64 Chief Legal Officer and Corporate Secretary Michael Castagnetto 49 President of NAST Angela K.
NAST provides transportation and logistics services across North America through a network of offices in the United States, Canada, and Mexico.
See additional disclosure in Note 8, Segment Reporting , to our consolidated financial statements. NAST provides transportation and logistics services across North America through a network of offices in the United States, Canada, and Mexico. The primary services provided by NAST include truckload and less than truckload (“LTL”) transportation brokerage services.
Collaboration, intelligent notifications, and performance scorecards allow customers to manage their supply chain and identify inefficiencies. • Navisphere Insight™ uses data science to turn customers’ raw freight data into valuable insights, surfacing trends in transportation performance and spend that can be used for decision-making in real time or over time.
It also offers sophisticated analytics, visibility, and data-driven tools to improve supply chain performance and meet increasing customer demands, including the following: • Our advanced analytics tools use data science to turn customers’ raw freight data into valuable insights, surfacing trends in transportation performance and spend that can be used for decision-making in real time or over time.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur business outside of the United States is subject to various risks, including: • changes in tariffs, trade restrictions, trade agreements, and taxations; • difficulties in managing or overseeing foreign operations and agents; • limitations on the repatriation of funds because of foreign exchange controls; • different liability standards; • intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the United States; • issues related to non-compliance with laws, rules, and regulations in the countries in which we operate including the U.S.
Biggest changeIf we cannot mitigate these challenges, our business, financial condition, and results of operations could be materially affected; • difficulties in managing or overseeing foreign operations and agents; • limitations on the repatriation of funds because of foreign exchange controls; • different liability standards; • intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the United States; 17 Table of Contents • issues related to non-compliance with laws, rules, and regulations in the countries in which we operate including, among others, those promulgated by the United States Office of Foreign Assets Control (“OFAC”) related to sanctions and embargoes and the United States Foreign Corrupt Practices Act related to bribery and corruption.
If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers and programmers and cybersecurity personnel, we may face a competitive disadvantage.
If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers, programmers, and cybersecurity personnel, we may face a competitive disadvantage.
Any recall or allegation of contamination could affect our reputation, particularly of our proprietary and/or licensed branded produce programs, which could materially and adversely affect our operating results. Loss due to spoilage (including the need for disposal) is also a routine part of the sourcing business.
Any recall or allegation of contamination could affect our reputation, particularly our proprietary and/or licensed branded produce programs, which could materially and adversely affect our operating results. Loss due to spoilage (including the need for disposal) is also a routine part of the sourcing business.
Failure to do so includes potential risks including disruption to our core operations, failure to deliver the anticipated value for shareholders, diverting management’s attention from other strategic initiatives, negative impacts on our customer and carrier relationships, and the loss of key employees.
Failure to do so includes potential risks, including disruption to our core operations, failure to deliver the anticipated value for shareholders, diverting management’s attention from other strategic initiatives, negative impacts on our customer and contract carrier relationships, and the loss of key employees.
It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to legal liability.
It is not possible to predict all of the risks related to the use of AI, and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to additional legal liability.
We may also refer to this disclosure to identify factors that may cause actual results to differ from those expressed in other forward-looking statements, including those made in oral presentations such as telephone conferences and webcasts open to the public. Business environment and competition risk factors Economic recessions could have a significant, adverse impact on our business.
We may also refer to this disclosure to identify factors that may cause actual results to differ from those expressed in other forward-looking statements, including those made in oral presentations such as telephone conferences and webcasts open to the public. Business environment and competition risk factors Economic recession could have a significant, adverse impact on our business.
While we are insured for up to $125 million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee our coverage will be adequate or that it will continue to be available.
While we are insured for up to $87 million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee our coverage will be adequate or that it will continue to be available.
Our involvement in the transportation of certain goods, including but not limited to, hazardous materials, could also increase our exposure in the event one of our contracted motor carriers is involved in an accident resulting in injuries or contamination. 19 Table of Contents In North America, as a property freight broker, we are not legally liable for loss or damage to our customers’ cargo.
Our involvement in the transportation of certain goods, including but not limited to, hazardous materials, could also increase our exposure in the event one of our contracted motor carriers is involved in an accident resulting in injuries or contamination. In North America, as a property freight broker, we are not legally liable for loss or damage to our customers’ cargo.
Future and existing environmental regulatory requirements, including evolving transportation technology, in the United States and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs. We may also incur expenses as a result of regulators requiring additional climate-related disclosures regarding our contracted transportation providers that may be labor-intensive to report on.
Future and existing environmental regulatory requirements in the United States and abroad could adversely affect operations and increase operating expenses, which in turn could increase our purchased transportation costs. We may also incur expenses as a result of regulators requiring additional climate-related disclosures regarding our contracted transportation providers that may be labor-intensive to report on.
Our operations may be subject to the influences of significant political, governmental, and similar changes and our ability to respond to them, including: • changes in political conditions and in governmental policies; • changes in and compliance with international and domestic laws and regulations; and • wars, civil unrest, acts of terrorism, and other conflicts such as the current conflict in the Red Sea, which is impacting the global freight market.
Our operations may be impacted by the influences of significant political, governmental, and similar changes and our ability to respond to them, including: • changes in political conditions and in governmental policies; • changes in and compliance with international and domestic laws and regulations; and • wars, civil unrest, acts of terrorism, and other global conflicts, such as the current conflict in the Red Sea, which is impacting the global freight market.
If we are unable to successfully integrate and grow these acquisitions and to realize contemplated revenue synergies and cost savings, our business, prospects, results of operations, financial position, and cash flows could be materially and adversely affected. 18 Table of Contents Divestiture activity poses risks, and success depends upon efficiently managing the transition process.
If we are unable to successfully integrate and grow these acquisitions and to realize contemplated revenue synergies and cost savings, our business, prospects, results of operations, financial position, and cash flows could be materially and adversely affected. Divestiture activity poses risks, and success depends upon efficiently managing the transition process.
Repayment of these advances is dependent upon the growers’ ability to grow and harvest marketable crops. 16 Table of Contents Company risk factors We rely on technology to operate our business, with the majority of our operating systems developed internally and supplemented by third-party technology, which may subject us to cybersecurity events and disruptions.
Repayment of these advances is dependent upon the growers’ ability to grow and harvest marketable crops. Company risk factors We rely on technology to operate our business, with the majority of our operating systems developed internally and supplemented by third-party technology, which may subject us to cybersecurity events and disruptions.
United States Department of Homeland Security regulations applicable to our customers that import goods into the United States and our contracted ocean carriers can impact our ability to provide and/or receive services with and from these parties. 20 Table of Contents Enforcement measures related to violations of these regulations can slow and/or prevent the delivery of shipments, which may negatively impact our operations.
United States Department of Homeland Security regulations applicable to our customers that import goods into the United States and our contracted ocean carriers can impact our ability to provide and/or receive services with and from these parties. Enforcement measures related to violations of these regulations can slow and/or prevent the delivery of shipments, which may negatively impact our operations.
Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for the contracted motor carriers, from time to time, claims may be asserted against us for their actions or for our actions in retaining them.
Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for the contracted motor carriers, from time to time, claims may be asserted against us for their actions or for our actions in retaining 19 Table of Contents them.
Our sourcing business is dependent upon the supply and price of fresh produce. The supply and price of fresh produce is affected by weather and growing conditions, including but not limited to, flood, drought, freeze, insects, disease, and other conditions over which we have no control. Commodity prices can be affected by shortages or overproduction and are often highly volatile.
The supply and price of fresh produce is affected by weather and growing conditions, including but not limited to, flood, drought, freeze, insects, disease, and other conditions over which we have no control. Commodity prices can be affected by shortages or overproduction and are often highly volatile.
The timing and number of acquisitions we pursue may also cause volatility in our financial results. In addition, we may incur debt or be required to issue equity securities to pay for future acquisitions or investments. The issuance of any equity securities could be dilutive to our stockholders.
The timing and number of acquisitions we pursue may also cause volatility in our financial results. In addition, we may incur debt or be required to issue equity securities to pay for future acquisitions or investments.
While our different pricing arrangements with customers and contracted motor carriers make it very difficult to measure the precise impact, we believe fuel costs essentially act as a pass-through cost to our truckload business. In times of fluctuating fuel prices, our adjusted gross profit margin may also fluctuate.
In our truckload transportation business, fluctuating fuel prices may result in a decreased adjusted gross profit margin. While our different pricing arrangements with customers and contracted motor carriers make it very difficult to measure the precise impact, we believe fuel costs essentially act as a pass-through cost to our truckload business.
Subsequently, multiple sets of administrative guidance have been issued. Many non-U.S. tax jurisdictions have either enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024, including the European Union Member States, with the adoption of additional components in later years, or announced their plans to enact legislation in future years.
Many non-U.S. tax jurisdictions have either enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024, including the European Union Member States, with the adoption of additional components in later years, or announced their plans to enact legislation in future years.
Foreign Corrupt Practices Act and similar regulations. Failure to comply could result in reputational harm, substantial penalties, and operational restrictions; and • global laws and regulations regarding the collection, use, processing, and transfer of personal information may impact our services by imposing restrictions on processing, increase legal claim liability, and increase regulatory scrutiny and fines.
Failure to comply could result in reputational harm, substantial penalties, and operational restrictions; and • global laws and regulations regarding the collection, use, processing, and transfer of personal information may impact our services by imposing restrictions on processing, increasing legal claim liability, and increasing regulatory scrutiny and fines.
We derive a significant portion of our total revenues and adjusted gross profits from our largest customers. During 2024, our top 100 customers based on total revenue comprised approximately 34 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately 27 percent of our consolidated adjusted gross profits.
We derive a significant portion of our total revenues and adjusted gross profits from our largest customers. During 2025 , our top 100 customers based on total revenue comprised approximately 40 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately 28 percent of our consolidated adjusted gross profits.
A significant portion of our freight is comprised of transactional or spot market opportunities. The market may be impacted by supply chain disruptions or overall economic conditions.
A significant portion of our freight is comprised of transactional or spot market opportunities. The market may be impacted by supply chain disruptions, overall economic conditions, or changes in trade policies such as tariffs.
Some customs entries fall within the jurisdiction of other authoritative governmental agencies (e.g., Food and Drug Administration, Fish and Wildlife Service, etc.). We also have and maintain other licenses as required by law. We source fresh produce under a license issued by the USDA as required by PACA.
Some customs entries fall within the jurisdiction of other authoritative governmental agencies (e.g., Food and Drug Administration, Fish and Wildlife Service, etc.). We also have and maintain other licenses as required by law. We source fresh produce under a license issued by the U.S. Department of Agriculture (“USDA”) as required by Perishable Agricultural Commodities Act (“PACA”).
The potential impacts of climate change may subject us to various risks, including: • physical risks such as extreme weather conditions or other types of weather events, which could disrupt our operations; • compliance costs and transition risks such as increased regulation on us and on our contracted transportation providers; and • reputational and strategic risks due to shifts in customer demands such as customers requiring more fuel-efficient transportation, autonomous transportation modes, or increased transparency to carbon emissions in their supply chains.
The potential impacts of climate change may subject us to various risks, including: • physical risks such as extreme weather conditions or other types of weather events, which could disrupt our operations; • compliance costs and transition risks such as increased regulation on us and on our contracted transportation providers; and • reputational and strategic risks due to shifts in customer demands such as customers requiring more fuel-efficient transportation, autonomous transportation modes, or increased transparency to carbon emissions in their supply chains. 18 Table of Contents Such impacts may disrupt our operations by adversely affecting our ability to procure services that meet regulatory or customer requirements and may negatively affect our results of operations, cash flows, and financial condition.
Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international environmental, work safety, and hazardous materials regulations.
As part of our logistics services, we operate owned or leased warehouse facilities. Our operations at these facilities include both warehousing and distribution services, and we are subject to various federal, state, and international environmental; work safety; and hazardous materials regulations.
In addition, customers can bring in-house some of the services we provide to them. We often buy and sell transportation services from and to many of our competitors. Increased competition could reduce our market opportunity and create downward pressure on freight rates, and continued rate pressure may adversely affect our adjusted gross profits and income from operations.
Customers may also choose to bring certain services in-house, and we often buy and sell transportation services from and to many of our competitors. Increased competition could reduce our market opportunities, create downward pressure on freight rates, and adversely affect our adjusted gross profits and income from operations.
Some of these legislative changes could impact our effective tax rate and tax liabilities. Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two could adversely impact our effective tax rate, financial position, and results of operations. We are subject to claims arising from our transportation operations.
Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two could adversely impact our effective tax rate, financial position, and results of operations. We are subject to claims arising from our transportation operations. We use the services of thousands of third-party transportation companies in connection with our transportation operations.
Our contracted transportation providers are subject to increasingly stringent laws protecting the environment, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business.
Our contracted transportation providers are subject to an increasingly complex climate-related regulatory landscape, including transitional risks relating to climate change, which could directly or indirectly have a material adverse effect on our business.
Our continued success depends upon our ability to attract and retain motivated logistics professionals. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it may be more difficult to match our staffing level to our business needs.
Our ability to appropriately staff and retain employees is important to our business model. Our continued success depends upon our ability to attract and retain motivated logistics professionals. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing market demands.
Until the timing, scope, and extent of such possible regulation becomes finalized, we cannot predict its effect on our company, but if we are unable to pass such costs along to our customers, our business could be materially and adversely affected.
Given the continuously developing nature of these regulatory frameworks, we cannot predict its effect on our company, but if we are unable to pass such costs along to our customers, our business could be materially and adversely affected.
These requirements continue to evolve and vary by region and regime, which increases the risk of noncompliance and impacts operations, including additional expenses and resources necessary to manage compliant operations.
These requirements continue to evolve and vary by region and regime, which increases the risk of noncompliance and impacts operations, including additional expenses and resources necessary to manage compliant operations. The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region.
We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects. Our ability to appropriately staff and retain employees is important to our business model.
Furthermore, we may experience unanticipated changes to our income tax liabilities resulting from changes in geographical income mix and changing international tax legislation. We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects.
If we complete a large acquisition or multiple acquisitions within a short period of time, we may experience heightened difficulties integrating the acquired companies. We are required to integrate these businesses into our internal control environment, which may present challenges that are different than those presented by organic growth and that may be difficult to manage.
We are required to integrate these businesses into our internal control environment, which may present challenges that are different than those presented by organic growth and that may be difficult to manage.
We are subject to these rules in certain jurisdictions in which we operate, and any expected tax impacts have been included in our results. As rules for more jurisdictions will become effective in 2025, we are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available.
We are subject to these rules in certain jurisdictions in which we operate, and any expected tax impacts have been included in our results. Some of these legislative changes could impact our effective tax rate and tax liabilities.
For additional information, see Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations. 15 Table of Contents Our dependence on third parties to provide equipment and services may impact the delivery and quality of our transportation and logistics services. We do not employ the people directly involved in delivering our customers’ freight.
In times of fluctuating fuel prices, our adjusted gross profit margin may also fluctuate. 15 Table of Contents Our dependence on third parties to provide equipment and services may impact the delivery and quality of our transportation and logistics services. We do not employ the people directly involved in delivering our customers’ freight.
We cannot guarantee we will be able to continue to hire and retain a sufficient number of qualified personnel. In addition, macroeconomic factors impacting the labor market may result in higher costs to hire and retain qualified personnel. Because of our comprehensive employee training program, our employees are attractive targets for new and existing competitors.
In periods of rapid change, it may be more difficult to match our staffing level to our business needs. We cannot guarantee we will be able to continue to hire and retain a sufficient number of qualified personnel. In addition, macroeconomic factors impacting the labor market may result in higher costs to hire and retain qualified personnel.
We also require all contracted motor carriers to maintain workers compensation and other insurance coverage as required by law. Most contracted motor carriers have insurance exceeding these minimum requirements, as well as cargo insurance in varying policy amounts. Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, generally up to $250,000 per shipment.
We contractually require all motor carriers we work with to carry at least $750,000 in automobile liability insurance. We also require all contracted motor carriers to maintain workers’ compensation and other insurance coverage as required by law. Most contracted motor carriers have insurance exceeding these minimum requirements, as well as cargo insurance in varying policy amounts.
We use the services of thousands of third-party transportation companies in connection with our transportation operations. From time to time, the drivers employed and engaged by the motor carriers with which we contract are involved in accidents, which may result in serious personal injuries.
From time to time, the drivers employed and engaged by the motor carriers with which we contract are involved in accidents, which may result in serious personal injuries. The resulting types and/or amounts of damages may be excluded by or exceed the amount of insurance coverage maintained by the contracted motor carrier.
The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region. 17 Table of Contents As we continue to expand our business internationally, we expose the company to increased risk of loss from foreign currency fluctuations, as well as longer accounts receivable payment cycles.
As we continue to expand our business internationally, we expose the company to increased risk of loss from foreign currency fluctuations, as well as longer accounts receivable payment cycles. Foreign currency fluctuations could result in currency exchange gains or losses or could affect the book value of our assets and liabilities.
We also carry various liability insurance policies, including automobile and general liability, with a $125 million umbrella with up to a $10 million retention, an additional $10 million corridor retention, and a $6.5 million retention in various layers throughout the umbrella. Buying and reselling fresh produce exposes us to possible product liability.
We also carry various liability insurance policies, including automobile and general liability, with total automobile limits of $135 million subject to a $10 million per incident deductible, and total general liability limits of $87 million subject to a $500,000 per incident deductible. Buying and reselling fresh produce exposes us to possible product liability.
We are also subject to various regulations and requirements promulgated by other international, domestic, state, and local agencies and port authorities. Our failure to comply with the laws and regulations applicable to entities holding these licenses could materially and adversely affect our results of operations or financial condition.
We are also subject to various regulations and requirements promulgated by other international, domestic, state, and local agencies and port authorities.
In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a loss. Our earnings may be affected by seasonal changes or significant disruptions in the transportation industry.
In some instances where we have entered into contract freight rates with customers, changes in market conditions could require us to provide transportation services at a loss. The industry is undergoing rapid technological change, including the emergence of disruptive technologies and accelerated adoption of automation and AI.
Continued success depends in large part on our ability to develop successful employees into managers. We use, and may continue to expand our use of, machine learning and artificial intelligence (“AI”) technologies to deliver our services and operate our business.
Because of our comprehensive employee training program, our employees are attractive targets for new and existing competitors. Our continued success depends significantly on our ability to develop talented employees and prepare them for leadership roles. We use, and may continue to expand our use of, machine learning and AI technologies to deliver our services and operate our business.
We face substantial industry competition. Competition in the transportation services industry is intense and broad-based. We compete against traditional and non-traditional logistics companies, including transportation providers that own equipment, third-party freight brokers, technology matching services, internet freight brokers, carriers offering logistics services, and on-demand transportation service providers. We also compete against carriers’ internal sales forces.
We face substantial industry competition, including impacts from technological disruption and automation adoption. We operate in an intensely competitive transportation and logistics industry, facing both traditional and non-traditional competitors, including asset-based carriers, third-party freight brokers, technology-driven matching platforms, internet freight brokers, carriers offering logistics services, and on-demand transportation providers.
Legislative or regulatory changes can affect the economics of the transportation industry by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services. As part of our logistics services, we operate owned or leased warehouse facilities.
Our failure to comply with the laws and regulations applicable to entities holding these licenses could materially and adversely affect our results of operations or financial condition. 20 Table of Contents Legislative or regulatory changes can affect the economics of the transportation industry by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services.
Such impacts may disrupt our operations by adversely affecting our ability to procure services that meet regulatory or customer requirements and may negatively affect our results of operations, cash flows, and financial condition. We may have difficulties integrating acquired companies or efficiently managing divestitures. For acquisitions, success depends upon efficiently integrating the acquired business into our existing operations.
We may have difficulties integrating acquired companies or efficiently managing divestitures. For acquisitions, success depends upon efficiently integrating the acquired business into our existing operations. If we complete a large acquisition or multiple acquisitions within a short period of time, we may experience heightened difficulties integrating the acquired companies.
Adjusted gross profit margin is a non-GAAP financial measure calculated as adjusted gross profits divided by total revenues.
Adjusted gross profit margin is a non-GAAP financial measure calculated as adjusted gross profits divided by total revenues. For additional information, see Item 7 of Part II, Management’s Discussion and Analysis of Financial Condition and Results of Operations. Changing fuel costs and interruptions of fuel supplies may have an impact on our adjusted gross profit margin.
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Changing fuel costs and interruptions of fuel supplies may have an impact on our adjusted gross profit margin. In our truckload transportation business, fluctuating fuel prices may result in a decreased adjusted gross profit margin.
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Competitors are leveraging advanced digital platforms, AI-driven freight matching, and automation to improve efficiency and reduce costs. If we fail to maintain the pace, scale, or quality of automation and AI adoption, we may be unable to achieve our strategic goals for operational efficiency and digital transformation.
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Foreign currency fluctuations could result in currency exchange gains or losses or could affect the book value of our assets and liabilities. Furthermore, we may experience unanticipated changes to our income tax liabilities resulting from changes in geographical income mix and changing international tax legislation.
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Inability to keep up with these advancements could increase our cost to serve customers, reduce productivity and negatively impact our ability to compete. Delays in implementing new systems or integrating emerging technologies into our workflows may also lead to higher operating expenses and missed opportunities for growth.
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The resulting types and/or amounts of damages may be excluded by or exceed the amount of insurance coverage maintained by the contracted motor carrier. We contractually require all motor carriers we work with to carry at least $750,000 in automobile liability insurance.
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If we cannot effectively respond to competitive pressures and technological disruption, our business, financial condition, and results of operations could be materially and adversely affected. Our earnings may be affected by seasonal changes or significant disruptions in the transportation industry.
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The issuance of any equity securities could be dilutive to our stockholders. 16 Table of Contents Our sourcing business is dependent upon the supply and price of fresh produce.
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Our business outside of the United States is subject to various risks, including: • changes in tariffs, trade restrictions, trade agreements, and taxations. In 2025, the United States government made significant changes to our national trade policy, including imposing tariffs on certain goods imported into the United States.
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The tariffs impacted our Global Forwarding business in 2025, most significantly in the second quarter of 2025, with volatile market conditions causing global demand fluctuations and lower volumes. Changes in United States trade policy, including tariffs on certain imported goods, could continue to increase our costs and disrupt global supply chains.
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These actions, and any retaliatory measures by other countries, may lead to higher transportation costs and reduced demand, resulting in potential loss of freight volume. Additionally, heightened customs requirements could delay shipments and require significant internal resources, increasing operating expenses and negatively impacting our ability to serve customers efficiently.
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We leverage machine learning and AI technologies to enhance operational efficiency, automate processes, and improve the customer experience across our logistics platform.
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Railroads, which are generally self-insured, provide limited common carrier cargo loss or damage liability protection, which generally ranges from $100,000 to $250,000 per shipment.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company maintains an Enterprise Risk Management (“ERM”) program, which includes processes for key risk identification, mitigation efforts, and day-to-day management of risks, including cybersecurity risks. The ERM program is administered by our Internal Audit department and involves our global cybersecurity team, which possesses significant knowledge and expertise in the area of cybersecurity risks.
Biggest changeThe ERM program is administered by our Internal Audit department and involves our global cybersecurity team, which possesses knowledge and expertise in the area of cybersecurity risks. Our global cybersecurity team helps ensure the cybersecurity risks identified from the ERM program are incorporated into our overall cybersecurity program.
Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee future attacks will have little to no impact on our business. Furthermore, given the interconnected nature of the supply chain and our significant presence in the industry, we believe we may be an attractive target for such attacks.
Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee future attacks will have little to no impact on our business. Furthermore, given the interconnected nature of the global supply chain and our significant presence in the industry, we believe we may be an attractive target for such attacks.
This team partners with leaders from all our global regions to align our cybersecurity risk management processes and strategic goals with our business priorities and ultimately mitigate cybersecurity risk at C.H. Robinson.
This team partners with leaders from all our global regions to align our cybersecurity risk management processes and strategic goals with our business priorities and ultimately mitigate cybersecurity risk at C.H.
We have also established a cross-functional project team of subject matter experts from across the organization to quickly analyze, mitigate, and remediate potential cybersecurity incidents or vulnerabilities and comply with cybersecurity related 22 Table of Contents reporting requirements. The details of any such cybersecurity incidents or threats are included in the quarterly reports to the Audit Committee.
We have also established a cross-functional project team of subject matter experts from across the organization to quickly analyze, mitigate, and remediate potential cybersecurity incidents or vulnerabilities and comply with cybersecurity related reporting requirements. The details of any such cybersecurity incidents or threats are included in the quarterly reports to the Audit Committee.
Our Director of Cybersecurity and Technology Risk Management and their global cybersecurity team has experience and expertise with potential cybersecurity threats and supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure.
Our Chief Information Security Officer 22 Table of Contents and Technology Risk Management and their global cybersecurity team has experience and expertise with potential cybersecurity threats and supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure.
We also employ automated detection and event correlation techniques and alerting as well as integrate cyber threat intelligence into our processes. Our security operations center serves as the front line of these alerts and investigates and remediates threats as necessary. We also perform regular vulnerability assessments and penetration tests.
Our security operations center serves as the front line of these alerts and investigates and remediates threats as necessary. We also perform regular vulnerability assessments and penetration tests.
We also require employees in certain roles to complete additional role-based, specialized 21 Table of Contents cybersecurity trainings. Program performance is reported to and monitored by senior leadership and the Audit Committee on a quarterly basis.
We also require employees in certain roles to complete additional role-based, specialized cybersecurity trainings. Program performance is reported to and monitored by senior leadership and the Audit Committee on a quarterly basis. The Company maintains an Enterprise Risk Management (“ERM”) program, which includes processes for key risk identification, mitigation efforts, and day-to-day management of risks, including cybersecurity risks.
Our Technology Continuity program follows industry standards for disaster recovery practices, including close alignment with ISO 27031:2011 and the Disaster Recovery Institute International’s Professional Practices.
Our Technology Resilience program is aligned with industry standards for disaster recovery including the Disaster Recovery Institute International’s Professional Practices.
Cybersecurity Governance The Board of Directors is tasked with oversight of the Company’s cybersecurity, information governance, and privacy programs. The Audit Committee oversees our ERM program and receives semi-annual ERM updates, which include cyber-related risk items. In addition, our Audit Committee receives quarterly reports on cybersecurity from our Chief Technology Officer and our Director of Cybersecurity and Technology Risk Management.
These measures are intended to mitigate the impact of potential disruptions but cannot eliminate all risks. Cybersecurity Governance The Board of Directors is tasked with oversight of the Company’s cybersecurity, information governance, and privacy programs. The Audit Committee oversees our ERM program and receives semi-annual ERM updates, which include cyber-related risk items.
Our global cybersecurity team has experience and expertise with potential cybersecurity threats and supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure.
Robinson. 21 Table of Contents Our global cybersecurity team has experience and expertise with potential cybersecurity threats and supporting mitigation of the potential cybersecurity threats facing our organization and vulnerabilities facing our technology infrastructure. Our Chief Information Security Officer has over a decade of experience leading cyber-security oversight, and others on our global cybersecurity team have cybersecurity experience and certifications.
Our program includes multiple components that act as an additional line of defense—among them are regular functional recovery and tabletop exercises; cybersecurity exercises; protected backups for critical data; recovery time objectives; and recovery point objectives, including achievability metrics, application criticality tiering, program audit and maintenance, awareness and training, business impact analysis, and risk evaluation and controls.
The program includes processes such as regular continuity and cybersecurity exercises, protected backups for critical data, defined recovery time and recovery point objectives with supporting achievability metrics, application criticality tiering, ongoing audits and maintenance, awareness and training initiatives, business impact analysis, and risk evaluation and control measures.
Our global cybersecurity team helps ensure the cybersecurity risks identified from the ERM program are incorporated into our overall cybersecurity program. Programs to address key cybersecurity risks have been put into place including layered coverage with focus areas and practices designed to address network and endpoint security, application security, and security operations.
Programs to address key cybersecurity risks have been put into place including layered coverage with focus areas and practices designed to address network and endpoint security, application security, and security operations. We also employ automated detection and event correlation techniques and alerting as well as integrate cyber threat intelligence into our processes.
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Our Director of Cybersecurity and Technology Risk Management has over a decade of experience leading cyber security oversight, and others on our global cybersecurity team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional, CompTIA, Offensive Security Certified Professional, Certificate of Cloud Security Knowledge, Global Information Assurance Certification, Certified Incident Handler certifications.
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In addition, our Audit Committee receives quarterly reports on cybersecurity from our Chief Technology Officer and our Chief Information Security Officer and Technology Risk Management.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn addition, we lease warehouse space totaling approximately 4.3 million square feet in 26 locations primarily within the United States and a data center in Oronoco, Minnesota, of approximately 32,000 square feet. Most of our offices and warehouses are leased from third parties under leases with initial terms ranging from one to 15 years.
Biggest changeIn addition, we lease approximately 4.4 million square feet of warehouse space in 26 locations, primarily within the United States, as well as a 32,000 square foot data center in Oronoco, Minnesota that is used by our All Other and Corporate segment.
We lease approximately 210 office locations in 36 countries across North America, Europe, Asia, South America, Oceania, and the Middle East. We lease a 201,000 square foot facility in Kansas City, Missouri, with an expiration date of April 2032, and a 207,000 square foot facility in Chicago, Illinois, with an expiration date of August 2033.
The properties are owned and not subject to mortgages or other material encumbrances. We lease approximately 180 office locations in 36 countries across North America, Europe, Asia, South America, Oceania, and the Middle East. Significant leased facilities include a 201,000 square foot facility in Kansas City, Missouri, with an expiration date of April 2032.
ITEM 2. PROPERTIES Our corporate headquarters are in Eden Prairie, Minnesota. The total square footage of our three buildings, all of which we own, in Eden Prairie is 224,000. This total includes a data center of approximately 18,000 square feet.
ITEM 2. PROPERTIES Our corporate headquarters are located in Eden Prairie, Minnesota. We own three buildings in Eden Prairie totaling 224,000 square feet, which includes a data center of approximately 18,000 square feet. These facilities support employees across our NAST, Global Forwarding, and All Other and Corporate segments.
In 2024, we had a restructuring initiative related to the rationalization of our facilities footprint including the consolidation, early termination, or abandonment of office buildings under operating leases. Refer to Note 14, Restructuring , for further detail on our 2024 Restructuring Program.
In 2025, we had a restructuring initiative related to the consolidation and centralization of our facilities to align with workforce reductions. These actions include downsizing, subleasing, early termination, or abandonment of certain office locations under operating leases. Refer to Note 14, Restructuring , for further detail on our 2025 Restructuring Program.
Our office locations range in space from 1,000 to 207,000 square feet. Because we are a global enterprise characterized by substantial intersegment cooperation, properties are often used by multiple business segments. We continue to optimize our real estate footprint across the network in consideration of expected staffing levels and flexible work arrangements.
Most of our offices and warehouses are leased from third parties under arrangements with initial terms ranging from 1 to 15 years. Our office locations range in space from 1,000 to 207,000 square feet. We continue to optimize our real estate footprint across the network in consideration of expected staffing levels and flexible work arrangements.
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Approximately 100,000 square feet of this facility is subleased to a third-party and the remaining space is used primarily by our NAST segment. We also lease a 207,000 square foot facility in Chicago, Illinois, with an expiration date of August 2033, which is used by our NAST, Global Forwarding, and All Other and Corporate segments.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, based upon our historical experience, the resolution of these proceedings is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeHowever, based upon our historical experience, the resolution of these proceedings is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 23 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAccordingly, there can be no assurance the Board of Directors will declare or continue to pay dividends on the shares of common stock in the future. 23 Table of Contents The following table provides information about company purchases of common stock during the quarter ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (2) October 2024 2,182 $ 109.27 — 6,763,445 November 2024 10,184 106.69 — 6,763,445 December 2024 67,479 103.58 — 6,763,445 Fourth quarter 2024 79,845 $ 104.13 — 6,763,445 ________________________________ (1) The total number of shares purchased includes: (i) no shares of common stock were purchased under the authorization described below; and (ii) 79,845 shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.
Biggest changeThe following table provides information about company purchases of common stock during the quarter ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (2) October 1, 2025 – October 31, 2025 305,284 $ 129.38 302,500 4,147,530 November 1, 2025 – November 30, 2025 237,278 153.01 234,000 3,913,530 December 1, 2025 – December 31, 2025 355,565 160.79 244,000 3,669,530 Fourth Quarter 2025 898,127 $ 148.06 780,500 3,669,530 ________________________________ (1) The total number of shares purchased includes: (i) 780,500 shares of common stock were purchased under the authorization described below; and (ii) 117,627 shares of common stock surrendered to satisfy statutory tax withholding obligations under our stock incentive plans.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024. December 31, 2019 2020 2021 2022 2023 2024 C.H.
Robinson Worldwide, Inc.’s common stock with the cumulative total returns of the S&P 500 index and the Nasdaq Transportation index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025. December 31, 2020 2021 2022 2023 2024 2025 C.H.
On February 12, 2025, the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was $97.55 per share. On February 10, 2025, there were 125 holders of record. On February 10, 2025, there were 289,082 beneficial owners of our common stock.
On February 11, 2026, the closing sales price per share of our common stock as quoted on the Nasdaq Global Select Market was $196.33 per share. On February 9, 2026, there were 129 holders of record. On February 9, 2026, there were 512,467 beneficial owners of our common stock.
(2) On December 9, 2021, the Board of Directors increased the company’s share repurchase authorization by an additional 20,000,000 shares of common stock. As of December 31, 2024, there were 6,763,445 shares remaining for future repurchases.
(2) On December 9, 2021, the Board of Directors increased the company’s share repurchase authorization by an additional 20,000,000 shares of common stock. As of December 31, 2025, there were 3,669,530 shares remaining for future repurchases. Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs.
Robinson Worldwide, Inc. $ 100.00 $ 123.02 $ 144.14 $ 125.27 $ 121.38 $ 149.17 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 Nasdaq Transportation 100.00 106.29 120.41 97.55 130.87 133.76 The stock price performance included in this graph is not necessarily indicative of future stock price performance. ITEM 6. RESERVED 25 Table of Contents
Robinson Worldwide, Inc. $ 100.00 $ 117.18 $ 101.83 $ 98.67 $ 121.26 $ 192.75 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 Nasdaq Transportation 100.00 113.28 91.78 123.12 125.85 138.77 The stock price performance included in this graph is not necessarily indicative of future stock price performance. ITEM 6. RESERVED 25 Table of Contents
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Repurchases can be made in the open market or in privately negotiated transactions, including Rule 10b5-1 plans and accelerated repurchase programs. 24 Table of Contents The graph below compares the cumulative 5-year total return of holders of C.H. Robinson Worldwide, Inc.’s common stock with the cumulative total returns of the S&P 500 index and the Nasdaq Transportation index.
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Accordingly, there can be no assurance the Board of Directors will declare or continue to pay dividends on the shares of common stock in the future.
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On October 28, 2025, the Board of Directors approved an additional $2.0 billion of authorization under the company’s share repurchase program.
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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. 24 Table of Contents The graph below compares the cumulative 5-year total return of holders of C.H.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeCONSOLIDATED RESULTS OF OPERATIONS The following table summarizes our results of operations (dollars in thousands, except per share data): Twelve Months Ended December 31, 2024 2023 % change 2022 % change Revenues: Transportation $ 16,353,745 $ 16,372,660 (0.1) % $ 23,516,384 (30.4) % Sourcing 1,371,211 1,223,783 12.0 % 1,180,241 3.7 % Total revenues 17,724,956 17,596,443 0.7 % 24,696,625 (28.7) % Costs and expenses: Purchased transportation and related services $ 13,719,935 $ 13,886,024 (1.2) % $ 20,035,715 (30.7) % Purchased products sourced for resale 1,240,007 1,105,811 12.1 % 1,067,733 3.6 % Personnel expenses 1,456,249 1,465,735 (0.6) % 1,722,980 (14.9) % Other selling, general, and administrative expenses 639,624 624,266 2.5 % 603,415 3.5 % Total costs and expenses 17,055,815 17,081,836 (0.2) % 23,429,843 (27.1) % Income from operations 669,141 514,607 30.0 % 1,266,782 (59.4) % Interest and other expense (89,937) (105,421) (14.7) % (100,017) 5.4 % Income before provision for income taxes 579,204 409,186 41.6 % 1,166,765 (64.9) % Provision for income taxes 113,514 84,057 35.0 % 226,241 (62.8) % Net income $ 465,690 $ 325,129 43.2 % $ 940,524 (65.4) % Diluted net income per share $ 3.86 $ 2.72 41.9 % $ 7.40 (63.2) % Average employee headcount 14,386 16,041 (10.3) % 17,601 (8.9) % Adjusted gross profit margin percentage (1) Transportation 16.1% 15.2% 90 bps 14.8% 40 bps Sourcing 9.6% 9.6% — bps 9.5% 10 bps Total adjusted gross profit margin 15.6% 14.8% 80 bps 14.5% 30 bps ________________________________ (1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
Biggest changeDiluted earnings per share increased 25.1 percent to $4.83. 28 Table of Contents CONSOLIDATED RESULTS OF OPERATIONS The following table summarizes our results of operations (dollars in thousands, except per share data): Twelve Months Ended December 31, 2025 2024 % change 2023 % change Revenues: Transportation $ 14,823,804 $ 16,353,745 (9.4) % $ 16,372,660 (0.1) % Sourcing 1,408,959 1,371,211 2.8 % 1,223,783 12.0 % Total revenues 16,232,763 17,724,956 (8.4) % 17,596,443 0.7 % Costs and expenses: Purchased transportation and related services $ 12,235,163 $ 13,719,935 (10.8) % $ 13,886,024 (1.2) % Purchased products sourced for resale 1,268,190 1,240,007 2.3 % 1,105,811 12.1 % Personnel expenses 1,370,158 1,456,249 (5.9) % 1,465,735 (0.6) % Other selling, general, and administrative expenses 564,291 639,624 (11.8) % 624,266 2.5 % Total costs and expenses 15,437,802 17,055,815 (9.5) % 17,081,836 (0.2) % Income from operations 794,961 669,141 18.8 % 514,607 30.0 % Interest and other expense (72,504) (89,937) (19.4) % (105,421) (14.7) % Income before provision for income taxes 722,457 579,204 24.7 % 409,186 41.6 % Provision for income taxes 135,376 113,514 19.3 % 84,057 35.0 % Net income $ 587,081 $ 465,690 26.1 % $ 325,129 43.2 % Diluted net income per share $ 4.83 $ 3.86 25.1 % $ 2.72 41.9 % Average employee headcount 12,733 14,386 (11.5) % 16,041 (10.3) % Adjusted gross profit margin percentage (1) Transportation 17.5% 16.1% 140 bps 15.2% 90 bps Sourcing 10.0% 9.6% 40 bps 9.6% – bps Total adjusted gross profit margin 16.8% 15.6% 120 bps 14.8% 80 bps ________________________________ (1) Adjusted gross profit margin is a non-GAAP financial measure explained above.
As of December 31, 2024, such obligations primarily include ocean and air freight capacity, telecommunications services, third-party software contracts, maintenance contracts, and information technology related capacity. In some instances, our contractual commitments may be usage based or require estimates as to the timing of cash settlement. We have no financing lease obligations.
As of December 31, 2025, such obligations primarily include ocean and air freight capacity, telecommunications services, third-party software contracts, maintenance contracts, and information technology related capacity. In some instances, our contractual commitments may be usage based or require estimates as to the timing of cash settlement. We have no financing lease obligations.
Long-term liabilities consist primarily of noncurrent taxes payable and long-term notes payable. Due to the uncertainty with respect to the amounts or timing of future cash flows associated with our unrecognized tax benefits as of December 31, 2024, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority.
Long-term liabilities consist primarily of noncurrent taxes payable and long-term notes payable. Due to the uncertainty with respect to the amounts or timing of future cash flows associated with our unrecognized tax benefits as of December 31, 2025, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority.
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. Consolidated Results of Operations—Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 Total revenues and direct costs.
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. Consolidated Results of Operations—Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024 Total revenues and direct costs.
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. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry.
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.
We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed. As of December 31, 2024, we were in compliance with all of the covenants under our debt agreements.
We also believe we could obtain funds under lines of credit or other forms of indebtedness on short notice, if needed. As of December 31, 2025, we were in compliance with all of the covenants under our debt agreements.
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. 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 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.
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, 2024, to the twelve months ended December 31, 2023.
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.
Refer to Note 15, Divestitures , for further discussion related to the divestitures of our Europe Surface Transportation business and Argentina operations. 32 Table of Contents LIQUIDITY AND CAPITAL RESOURCES We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock.
Refer to Note 15, Divestitures , for further discussion related to the divestiture of our Europe Surface Transportation business. 33 Table of Contents LIQUIDITY AND CAPITAL RESOURCES We have historically generated substantial cash from operations, which has enabled us to fund our organic growth while paying cash dividends and repurchasing stock.
We expect to use our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases, or other investments. Cash and cash equivalents totaled $145.8 million as of December 31, 2024, and $145.5 million as of December 31, 2023.
We expect to use our current debt facilities and potentially other indebtedness incurred in the future to assist us in continuing to fund working capital, capital expenditures, possible acquisitions, dividends, share repurchases, or other investments. Cash and cash equivalents totaled $160.9 million as of December 31, 2025, and $145.8 million as of December 31, 2024.
Our transportation and logistics service arrangements often require management to use judgment and make estimates that impact the amounts and timing of revenue recognition. 34 Table of Contents Transportation and Logistics Services.
Our transportation and logistics service arrangements often require management to use judgment and make estimates that impact the amounts and timing of revenue recognition. Transportation and Logistics Services.
Therefore, $23.5 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 5, Income Taxes , to the consolidated financial statements for a discussion on income taxes. As of December 31, 2024, we do not have significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. 36 Table of Contents
Therefore, $34.9 million of unrecognized tax benefits have been excluded from the contractual obligations table above. See Note 5, Income Taxes , to the consolidated financial statements for a discussion on income taxes. As of December 31, 2025, we do not have significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. 37 Table of Contents
As of December 31, 2024, we recorded revenue of $200.3 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 $189.9 million at December 31, 2023.
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.
A similar discussion and analysis that compares the twelve months ended December 31, 2023, to the twelve months ended December 31, 2022, can be 28 Table of Contents 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.
We believe adjusted gross profits and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profits to be a primary performance measurement.
Adjusted gross profit margin is calculated as adjusted gross profits divided by total revenues. We believe adjusted gross profits and adjusted gross profit margin are useful measures of our ability to source, add value, and sell services and products that are provided by third parties, and we consider adjusted gross profits to be a primary performance measurement.
In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (dollars in thousands): Description Carrying Value as of December 31, 2024 Borrowing Capacity Maturity Revolving Credit Facility $ 9,000 $ 1,000,000 November 2027 Senior Notes, Series B 150,000 150,000 August 2028 Senior Notes, Series C 175,000 175,000 August 2033 Receivables Securitization Facility (1) 446,792 500,000 November 2025 Senior Notes (1) 596,857 600,000 April 2028 Total debt $ 1,377,649 $ 2,425,000 ________________________________ (1) Net of unamortized discounts and issuance costs.
In addition, we maintain the following debt facilities as described in Note 4, Financing Arrangements (dollars in thousands): Description Carrying Value as of December 31, 2025 Borrowing Capacity Maturity Revolving Credit Facility $ — $ 1,000,000 November 2027 Senior Notes, Series B 150,000 150,000 August 2028 Senior Notes, Series C 175,000 175,000 August 2033 Receivables Securitization Facility (1) 166,654 500,000 August 2027 Senior Notes (1) 597,784 600,000 April 2028 Total debt $ 1,089,438 $ 2,425,000 ________________________________ (1) Net of unamortized discounts and issuance costs.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW C.H. Robinson Worldwide, Inc. (“C.H. Robinson,” “the company,” “we,” “us,” or “our”) is one of the largest global logistics providers in the world, with consolidated total revenues of $17.7 billion in 2024. We deliver logistics like no one else.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW C.H. Robinson Worldwide, Inc. (“C.H. 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.
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.
The current year results also included a $7.4 million net loss from foreign currency revaluation and realized foreign currency gains and losses. • The effective tax rate for 2024 was 19.6 percent compared to 20.5 percent in 2023.
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.
Our significant accounting policies are discussed in Note 1, Summary of Significant Accounting Policies , of the Notes to the Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K. We consider the following items in our consolidated financial statements to require significant estimation or judgment. REVENUE RECOGNITION.
Our significant accounting policies are discussed in Note 1, Summary of Significant Accounting Policies , of the Notes to the Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data , of this Annual Report on Form 10-K.
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. INCOME TAX RESERVES. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations.
As such, a Step One Analysis was not completed and no impairments were recorded. INCOME TAX RESERVES. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations.
Cash and cash equivalents held outside the United States totaled $134.0 million as of December 31, 2024, and $142.8 million as of December 31, 2023. Working capital decreased from $828.7 million at December 31, 2023, to $644.7 million at December 31, 2024.
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 increased from $644.7 million at December 31, 2024, to $966.8 million at December 31, 2025.
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 $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. Refer to Note 14, Restructuring , for further discussion related to our 2025 and 2024 Restructuring Programs.
The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands): Twelve Months Ended December 31, 2024 2023 2022 Revenues: Transportation $ 16,353,745 $ 16,372,660 $ 23,516,384 Sourcing 1,371,211 1,223,783 1,180,241 Total revenues 17,724,956 17,596,443 24,696,625 Costs and expenses: Purchased transportation and related services 13,719,935 13,886,024 20,035,715 Purchased products sourced for resale 1,240,007 1,105,811 1,067,733 Direct internally developed software amortization 44,308 33,620 25,487 Total direct costs 15,004,250 15,025,455 21,128,935 Gross profits/Gross profit margin 2,720,706 15.3 % 2,570,988 14.6 % 3,567,690 14.4 % Plus: Direct internally developed software amortization 44,308 33,620 25,487 Adjusted gross profits/Adjusted gross profit margin $ 2,765,014 15.6 % $ 2,604,608 14.8 % $ 3,593,177 14.5 % Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit.
The reconciliation of gross profits to adjusted gross profits and gross profit margin to adjusted gross profit margin is presented below (dollars in thousands): Twelve Months Ended December 31, 2025 2024 2023 Revenues: Transportation $ 14,823,804 $ 16,353,745 $ 16,372,660 Sourcing 1,408,959 1,371,211 1,223,783 Total revenues 16,232,763 17,724,956 17,596,443 Costs and expenses: Purchased transportation and related services 12,235,163 13,719,935 13,886,024 Purchased products sourced for resale 1,268,190 1,240,007 1,105,811 Direct internally developed software amortization 58,258 44,308 33,620 Total direct costs 13,561,611 15,004,250 15,025,455 Gross profits/Gross profit margin 2,671,152 16.5 % 2,720,706 15.3 % 2,570,988 14.6 % Plus: Direct internally developed software amortization 58,258 44,308 33,620 Adjusted gross profits/Adjusted gross profit margin $ 2,729,410 16.8 % $ 2,765,014 15.6 % $ 2,604,608 14.8 % Our adjusted operating margin is a non-GAAP financial measure calculated as operating income divided by adjusted gross profit.
Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 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.
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 decreased driven by significantly lower pricing and purchased transportation costs in ocean services, in addition to lower volume in our ocean services.
Global Forwarding Segment Results of Operations Twelve Months Ended December 31, (dollars in thousands) 2024 2023 % change 2022 % change Total revenues $ 3,805,018 $ 2,997,704 26.9 % $ 6,812,008 (56.0) % Costs and expenses: Purchased transportation and related services 3,002,469 2,308,339 30.1 % 5,728,535 (59.7) % Personnel expenses 371,576 366,464 1.4 % 414,690 (11.6) % Other selling, general, and administrative expenses 218,497 237,071 (7.8) % 219,419 8.0 % Total costs and expenses 3,592,542 2,911,874 23.4 % 6,362,644 (54.2) % Income from operations $ 212,476 $ 85,830 147.6 % $ 449,364 (80.9) % Twelve Months Ended December 31, 2024 2023 % change 2022 % change Average employee headcount 4,678 5,222 (10.4) % 5,712 (8.6) % Service line volume statistics Ocean 5.5 % (5.0) % Air 17.0 % (6.5) % Customs 4.5 % (8.5) % Adjusted gross profits (1) Ocean $ 519,878 $ 420,826 23.5 % $ 729,453 (42.3) % Air 134,289 121,978 10.1 % 195,191 (37.5) % Customs 107,485 97,095 10.7 % 107,691 (9.8) % Other 40,897 49,466 (17.3) % 51,138 (3.3) % Total adjusted gross profits $ 802,549 $ 689,365 16.4 % $ 1,083,473 (36.4) % ________________________________ (1) Adjusted gross profits is a non-GAAP financial measure explained above.
Global Forwarding Segment Results of Operations Twelve Months Ended December 31, (dollars in thousands) 2025 2024 % change 2023 % change Total revenues $ 3,090,018 $ 3,805,018 (18.8) % $ 2,997,704 26.9 % Costs and expenses: Purchased transportation and related services 2,348,097 3,002,469 (21.8) % 2,308,339 30.1 % Personnel expenses 349,955 371,576 (5.8) % 366,464 1.4 % Other selling, general, and administrative expenses 208,183 218,497 (4.7) % 237,071 (7.8) % Total costs and expenses 2,906,235 3,592,542 (19.1) % 2,911,874 23.4 % Income from operations $ 183,783 $ 212,476 (13.5) % $ 85,830 147.6 % Twelve Months Ended December 31, 2025 2024 % change 2023 % change Average employee headcount 4,284 4,678 (8.4) % 5,222 (10.4) % Service line volume statistics Ocean (4.5) % 5.5 % Air (11.5) % 17.0 % Customs 1.0 % 4.5 % Adjusted gross profits (1) Ocean $ 432,531 $ 519,878 (16.8) % $ 420,826 23.5 % Air 134,716 134,289 0.3 % 121,978 10.1 % Customs 132,798 107,485 23.6 % 97,095 10.7 % Other 41,876 40,897 2.4 % 49,466 (17.3) % Total adjusted gross profits $ 741,921 $ 802,549 (7.6) % $ 689,365 16.4 % ________________________________ (1) Adjusted gross profit is a non-GAAP financial measure explained above.
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 2024 and 2022 Restructuring Programs.
Personnel expenses for 2024 included $6.9 million of severance and related personnel expenses. 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.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands): Twelve months ended December 31, 2024 2023 % change 2022 % change Sources (uses) of cash: Cash provided by operating activities $ 509,084 $ 731,946 (30.4) % $ 1,650,171 (55.6) % Capital expenditures (74,288) (84,111) (128,497) Sale of property and equipment — 1,324 63,579 Cash used for investing activities (74,288) (82,787) (10.3) % (64,918) 27.5 % Repurchase of common stock — (63,884) (1,459,900) Cash dividends (294,772) (291,569) (285,317) Net (repayments) borrowings on debt (204,000) (394,000) 54,000 Other financing activities 82,673 31,620 71,671 Net cash used for financing activities (416,099) (717,833) (42.0) % (1,619,546) (55.7) % Effect of exchange rates on cash and cash equivalents (8,152) (3,284) (5,638) Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale $ 10,545 $ (71,958) $ (39,931) 33 Table of Contents Cash flow from operating activities.
The following table summarizes our major sources and uses of cash and cash equivalents (dollars in thousands): Twelve months ended December 31, 2025 2024 % change 2023 % change Sources (uses) of cash: Cash provided by operating activities $ 914,519 $ 509,084 79.6 % $ 731,946 (30.4) % Capital expenditures (70,543) (74,288) (84,111) 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) % Repurchase of common stock (354,652) — (63,884) Cash dividends (301,376) (294,772) (291,569) Net (repayments) borrowings on debt (289,000) (204,000) (394,000) Other financing activities 82,280 82,673 31,620 Net cash used for financing activities (862,748) (416,099) (107.3) % (717,833) (42.0) % Effect of exchange rates on cash and cash equivalents 7,232 (8,152) (3,284) Net change in cash and cash equivalents, including cash and cash equivalents classified within assets held for sale $ 4,333 $ 10,545 $ (71,958) 34 Table of Contents Cash flows from operating activities.
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.
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 $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. Provision for income taxes. Our effective income tax rate was 19.6 percent in 2024 and 20.5 percent in 2023.
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.
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.
Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans. Remaining 31 Table of Contents 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.
Adjusted operating margin of 24.2 percent increased 440 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.
Adjusted operating margin of 29.1 percent increased 490 basis points. • 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.
Twelve Months Ended December 31, (dollars in thousands) 2024 2023 % change 2022 % change Total revenues $ 2,192,399 $ 2,127,664 3.0 % $ 2,057,150 3.4 % Loss from operations (74,627) (31,183) N/M (15,884) N/M Adjusted gross profits (1) Robinson Fresh 146,310 131,216 11.5 % 121,639 7.9 % Managed Solutions 113,770 116,196 (2.1) % 115,094 1.0 % Other Surface Transportation 61,190 73,977 (17.3) % 76,267 (3.0) % Total adjusted gross profits $ 321,270 $ 321,389 — % $ 313,000 2.7 % ________________________________ (1) Adjusted gross profits is a non-GAAP financial measure explained above.
Twelve Months Ended December 31, (dollars in thousands) 2025 2024 % change 2023 % change 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 Adjusted gross profits (1) Robinson Fresh 161,094 146,310 10.1 % 131,216 11.5 % Managed Solutions 115,429 113,770 1.5 % 116,196 (2.1) % Other Surface Transportation 4,637 61,190 (92.4) % 73,977 (17.3) % Total adjusted gross profits $ 281,160 $ 321,270 (12.5) % $ 321,389 — % ________________________________ (1) Adjusted gross profit is a non-GAAP financial measure explained above.
Sourcing adjusted gross profits increased, driven by an increase in integrated supply chain solutions for retail and foodservice 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.
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, as well as the impact of the divestiture of our Europe Surface Transportation business.
Average employee headcount decreased 10.3 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 27 Table of Contents $19.6 million of charges, primarily related to the divestiture of our operations in Argentina.
Average employee headcount decreased 11.5 percent. • 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.
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. 29 Table of Contents NAST Segment Results of Operations Twelve Months Ended December 31, (dollars in thousands) 2024 2023 % change 2022 % change Total revenues $ 11,727,539 $ 12,471,075 (6.0) % $ 15,827,467 (21.2) % Costs and expenses: Purchased transportation and related services 10,086,344 10,877,221 (7.3) % 13,630,763 (20.2) % Personnel expenses 669,611 662,037 1.1 % 844,472 (21.6) % Other selling, general, and administrative expenses 440,292 471,857 (6.7) % 518,930 (9.1) % Total costs and expenses 11,196,247 12,011,115 (6.8) % 14,994,165 (19.9) % Income from operations $ 531,292 $ 459,960 15.5 % $ 833,302 (44.8) % Twelve Months Ended December 31, 2024 2023 % change 2022 % change Average employee headcount 5,696 6,469 (11.9) % 7,365 (12.2) % Service line volume statistics Truckload (2.5) % (4.5) % LTL 2.5 % (2.0) % Adjusted gross profits (1) Truckload $ 994,722 $ 943,674 5.4 % $ 1,463,363 (35.5) % LTL 565,892 543,657 4.1 % 626,744 (13.3) % Other 80,581 106,523 (24.4) % 106,597 (0.1) % Total adjusted gross profits $ 1,641,195 $ 1,593,854 3.0 % $ 2,196,704 (27.4) % ________________________________ (1) Adjusted gross profits is a non-GAAP financial measure explained above.
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. 30 Table of Contents NAST Segment Results of Operations Twelve Months Ended December 31, (dollars in thousands) 2025 2024 % change 2023 % change Total revenues $ 11,562,714 $ 11,727,539 (1.4) % $ 12,471,075 (6.0) % Costs and expenses: Purchased transportation and related services 9,856,385 10,086,344 (2.3) % 10,877,221 (7.3) % Personnel expenses 643,979 669,611 (3.8) % 662,037 1.1 % Other selling, general, and administrative expenses 440,514 440,292 0.1 % 471,857 (6.7) % Total costs and expenses 10,940,878 11,196,247 (2.3) % 12,011,115 (6.8) % Income from operations $ 621,836 $ 531,292 17.0 % $ 459,960 15.5 % Twelve Months Ended December 31, 2025 2024 % change 2023 % change Average employee headcount 5,158 5,696 (9.4) % 6,469 (11.9) % Service line volume statistics Truckload 0.5 % (2.5) % LTL 1.5 % 2.5 % Adjusted gross profits (1) Truckload $ 1,024,228 $ 994,722 3.0 % $ 943,674 5.4 % LTL 603,116 565,892 6.6 % 543,657 4.1 % Other 78,985 80,581 (2.0) % 106,523 (24.4) % Total adjusted gross profits $ 1,706,329 $ 1,641,195 4.0 % $ 1,593,854 3.0 % ________________________________ (1) Adjusted gross profit is a non-GAAP financial measure explained above.
The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands) : Twelve Months Ended December 31, 2024 2023 2022 Total revenues $ 17,724,956 $ 17,596,443 $ 24,696,625 Operating income 669,141 514,607 1,266,782 Operating margin 3.8 % 2.9 % 5.1 % Adjusted gross profit $ 2,765,014 $ 2,604,608 $ 3,593,177 Operating income 669,141 514,607 1,266,782 Adjusted operating margin 24.2 % 19.8 % 35.3 % 26 Table of Contents 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.
The reconciliation of operating margin to adjusted operating margin is presented below (dollars in thousands) : Twelve Months Ended December 31, 2025 2024 2023 Total revenues $ 16,232,763 $ 17,724,956 $ 17,596,443 Operating income 794,961 669,141 514,607 Operating margin 4.9 % 3.8 % 2.9 % Adjusted gross profit $ 2,729,410 $ 2,765,014 $ 2,604,608 Operating income 794,961 669,141 514,607 Adjusted operating margin 29.1 % 24.2 % 19.8 % 26 Table of Contents MARKET TRENDS Carrier capacity in the North America surface transportation market continued to contract toward the end of 2025 as carriers exited the market.
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.
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.
Refer to Note 14, Restructuring , for further discussion related to our 2024 and 2022 Restructuring Programs. Refer to Note 15, Divestitures , for further discussion related to the divestiture of our Argentina operations.
Refer to Note 14, Restructuring, for further discussion related to our 2025 and 2024 Restructuring Programs.
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. 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.
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 driven by an increase in integrated supply chain solutions for retail and foodservice customers.
Our adjusted gross profits and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profits is calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers. Adjusted gross profit margin is calculated as adjusted gross profits divided by total revenues.
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. Adjusted gross profits is calculated as gross profits excluding amortization of internally developed software utilized to directly serve our customers and contracted carriers.
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.
Actual results may differ from those used in our valuations when a Step One Analysis is performed. 36 Table of Contents 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.
Our sourcing total revenue and direct costs increased, driven by higher average pricing with retail customers and increased case volume with 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.
Our sourcing total revenue and direct costs increased, driven by increased case volume with retail and foodservice customers. 29 Table of Contents Gross profits and adjusted gross profits. 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.
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.
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.
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. In December 2022, the Board of Directors increased the number of shares authorized to be repurchased by 20,000,000 shares.
At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers.
We consider the following items in our consolidated financial statements to require significant estimation or judgment. 35 Table of Contents REVENUE RECOGNITION. At contract inception, we assess the goods and services promised in our contracts with customers and identify our performance obligations to provide distinct goods and services to our customers.
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.
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.
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. • Net income totaled $465.7 million, up 43.2 percent from a year ago. Diluted earnings per share increased 41.9 percent to $3.86.
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.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS The following summarizes select 2024 year-over-year operating comparisons to 2023: • 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.
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. 27 Table of Contents SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS The following summarizes select 2025 year-over-year operating comparisons to 2024: • 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.
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.
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.
Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 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.
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 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.
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. In addition to the above, our personnel expenses for 2024 included $24.1 million of severance and related personnel expenses related to our 2024 Restructuring Program.
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.
These expenses were both associated with our 2024 Restructuring Program. Personnel expenses for 2023 included $3.8 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.
In addition to the above, NAST personnel expenses for 2025 included $10.2 million of severance and related personnel expenses. 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 2024 included $10.2 million of severance and related personnel expenses.
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 2024 and 2022 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.
DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL CONTINGENCIES The following table aggregates all contractual commitments and commercial obligations, due by period, which affect our financial condition and liquidity position as of December 31, 2024 (dollars in thousands): 2025 2026 2027 2028 2029 Thereafter Total Borrowings under credit agreements $ 456,000 $ — $ — $ — $ — $ — $ 456,000 Senior notes (1) 25,200 25,200 25,200 607,350 — — 682,950 Long-term notes payable (1) 14,440 14,440 14,440 164,440 8,050 207,200 423,010 Maturity of lease liabilities (2) 89,523 88,899 71,829 54,842 42,035 73,985 421,113 Purchase obligations (3) 76,604 36,751 21,319 19,727 21,538 — 175,939 Total $ 661,767 $ 165,290 $ 132,788 $ 846,359 $ 71,623 $ 281,185 $ 2,159,012 ________________________________ (1) Amounts payable relate to the semi-annual interest due on the senior and long-term notes and the principal amount at maturity.
DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL CONTINGENCIES The following table aggregates all contractual commitments and commercial obligations, due by period, which affect our financial condition and liquidity position as of December 31, 2025 (dollars in thousands): 2026 2027 2028 2029 2030 Thereafter Total Borrowings under credit agreements $ 167,000 $ — $ — $ — $ — $ — $ 167,000 Senior notes (1) 25,200 25,200 607,350 — — — 657,750 Long-term notes payable (1) 14,440 14,440 164,440 8,050 8,050 199,150 408,570 Maturity of lease liabilities (2) 84,147 74,844 59,736 44,716 31,663 46,205 341,311 Purchase obligations (3) 79,870 37,232 16,340 12,705 18 — 146,165 Total $ 370,657 $ 151,716 $ 847,866 $ 65,471 $ 39,731 $ 245,355 $ 1,720,796 ________________________________ (1) Amounts payable relate to the semi-annual interest due on the senior and long-term notes and the principal amount at maturity.
Refer to Note 14, Restructuring, for further discussion related to our 2024 and 2022 Restructuring Programs. 30 Table of Contents The operating expenses of NAST and all other segments include allocated corporate expenses. Allocated personnel expenses consist primarily of stock-based compensation allocated based upon segment participation levels in our equity plans.
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. The operating expenses of NAST and all other segments include allocated corporate expenses.
One of the key metrics we use to measure market conditions is the truckload routing guide depth from our Managed Solutions business. Routing guide depth represents the average number of carriers contacted prior to acceptance when procuring a transportation provider.
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.
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.
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.
These expenses were both associated with our 2024 Restructuring Program. Personnel expenses for 2023 included $1.1 million of severance and related personnel expenses associated with our 2022 Restructuring Program.
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.
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.
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.
Twelve Months Ended December 31, 2024 Compared to Twelve Months Ended December 31, 2023 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.
Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024 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.
Customs adjusted gross profits increased, driven by higher transaction volumes and an increase in adjusted gross profits per transaction. 31 Table of Contents 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.
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 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.
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.
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.
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.
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.
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.
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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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 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.
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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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAll other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against these currencies on December 31, 2024, would have decreased our net income by approximately $7.5 million and a hypothetical 10 percent strengthening of the U.S. Dollar against these on December 31, 2024, would have increased our net income by approximately $6.2 million.
Biggest changeAll other things being equal, a hypothetical 10 percent weakening of the U.S. Dollar against these currencies on December 31, 2025, would have decreased our net income by approximately $14.2 million and a hypothetical 10 percent strengthening of the U.S. Dollar against these on December 31, 2025, would have increased our net income by approximately $11.6 million.
Foreign exchange risk can be quantified by performing a sensitivity analysis assuming a hypothetical change in the value of the U.S. Dollar compared to other currencies in which we transact. Our primary foreign exchange risks are associated with the U.S. Dollar versus the Euro, Chinese Yuan, Singapore Dollar, and Mexican Peso.
Foreign exchange risk can be quantified by performing a sensitivity analysis assuming a hypothetical change in the value of the U.S. Dollar compared to other currencies in which we transact. Our primary foreign exchange risks are associated with the U.S. Dollar versus the Euro, Chinese Yuan, Singapore Dollar, Canadian Dollar, and Mexican Peso.
The Company may seek to manage its exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts although the impact of foreign currency forward contracts were not material as of and for the twelve months ended December 31, 2024.
The Company may seek to manage its exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts although the impact of foreign currency forward contracts were not material as of and for the twelve months ended December 31, 2025.
We are also exposed to foreign exchange risk associated with the U.S. Dollar versus the Hong Kong Dollar, although the Hong Kong Dollar is pegged to the U.S. Dollar. 37 Table of Contents
We are also exposed to foreign exchange risk associated with the U.S. Dollar versus the Hong Kong Dollar, although the Hong Kong Dollar is pegged to the U.S. Dollar. 38 Table of Contents
We are a party to a Receivables Securitization Facility with various lenders, which provides an aggregate funding available of $500 million. Interest accrues on the facility at variable rates based on SOFR plus a margin. There was $446.8 million outstanding, net of unamortized issuance costs, on the Receivables Securitization Facility as of December 31, 2024.
We are a party to a Receivables Securitization Facility with various lenders, which provides an aggregate funding available of $500 million. Interest accrues on the facility at variable rates based on SOFR plus a margin. There was $166.7 million outstanding, net of unamortized issuance costs, on the Receivables Securitization Facility as of December 31, 2025.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We had $145.8 million of cash and cash equivalents on December 31, 2024. Substantially all of the cash equivalents are in demand accounts with financial institutions. The primary market risks associated with these investments are liquidity risks.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We had $160.9 million of cash and cash equivalents on December 31, 2025. Substantially all of the cash equivalents are in demand accounts with financial institutions. The primary market risks associated with these investments are liquidity risks.
There was $325 million outstanding on the Senior Notes as of December 31, 2024. The fair value of the Senior Notes approximated $293.1 million as of December 31, 2024. We issued Senior Notes through a public offering on April 9, 2018.
There was $325 million outstanding on the Senior Notes as of December 31, 2025. The fair value of the Senior Notes approximated $311.8 million as of December 31, 2025. We issued Senior Notes through a public offering on April 9, 2018.
The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $583.3 million as of December 31, 2024, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $596.9 million as of December 31, 2024.
The fair value of the Senior Notes, excluding debt discounts and issuance costs, approximated $602.8 million as of December 31, 2025, based primarily on the market prices quoted from external sources. The carrying value of the Senior Notes was $597.8 million as of December 31, 2025.
There was $9 million outstanding on the revolving credit facility as of December 31, 2024.
There was nothing outstanding on the revolving credit facility as of December 31, 2025.

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