C. H. ROBINSON WORLDWIDE, INC.CHRW
C. H. ROBINSON WORLDWIDE, INC. Stock Compensation Disclosure
CAPITAL STOCK AND STOCK AWARD PLANS
PREFERRED STOCK. Our Certificate of Incorporation authorizes the issuance of 20,000,000 shares of preferred stock, par value $0.10 per share. There are no shares of preferred stock outstanding. The preferred stock may be issued by resolution of our Board of Directors at any time without any action of the stockholders. The Board of Directors may issue the preferred stock in one or more series and fix the designation and relative powers. These include voting powers, preferences, rights, qualifications, limitations, and restrictions of each series. The issuance of any such series may have an adverse effect on the rights of holders of common stock and may impede the completion of a merger, tender offer, or other takeover attempt.
COMMON STOCK. Our Certificate of Incorporation authorizes 480,000,000 shares of common stock, par value $0.10 per share. Subject to the rights of preferred stock, which may from time to time be outstanding, holders of common stock are entitled to receive dividends out of funds legally available, when and if declared by the Board of Directors, and to receive their share of the net assets of the company legally available for distribution upon liquidation or dissolution.
For each share of common stock held, stockholders are entitled to one vote on each matter to be voted on by the stockholders, including the election of directors. Holders of common stock are not entitled to cumulative voting. The stockholders do not have preemptive rights. All outstanding shares of common stock are fully paid and nonassessable.
STOCK AWARD PLANS. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense as it vests. A summary expense recognized within personnel expenses in our consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):
| 2025 | 2024 | 2023 | |||||||||||||||
| Stock options | $ | — | $ | 4,352 | $ | 8,929 | |||||||||||
| Stock awards | 77,109 | 77,243 | 45,878 | ||||||||||||||
| Company expense on ESPP discount | 2,961 | 2,995 | 3,362 | ||||||||||||||
| Total stock-based compensation expense | $ | 80,070 | $ | 84,590 | $ | 58,169 | |||||||||||
On May 5, 2022, our shareholders approved a 2022 Equity Incentive Plan (the “Plan”), authorizing the issuance of up to 4,261,884 shares pursuant to awards granted under the Plan. On May 8, 2025, the Plan was amended and restated, and our shareholders approved an increase in the number of shares authorized for issuance by 4,000,000. The Plan allows us to grant certain stock awards, including stock options at fair market value, performance-based restricted stock units (“PSUs”) and shares, and time-based restricted stock units, to our key employees and non-employee directors. Shares subject to awards under the Plan or certain of our prior equity incentive plans that expire or are canceled without delivery of shares or that are settled in cash generally may become available again for issuance under the Plan. There were 4,976,254 shares available for stock awards under the Plan as of December 31, 2025.
STOCK OPTIONS. We have awarded stock options to certain key employees that vested primarily based on their continued employment. These awards were fully vested in 2024 and there is no remaining unrecognized compensation expense related to stock options as of December 31, 2025. The outstanding options have expiration dates between 2026 and 2030. Although participants can exercise options via a stock swap exercise, we do not issue reloads (restoration options) on the grants.
The following schedule summarizes stock option activity in the plans.
| Options | Weighted Average Exercise Price | Aggregate Intrinsic Value (in thousands) | Average Remaining Life (years) | ||||||||||||||||||||
| Outstanding as of December 31, 2024 | 3,491,998 | $ | 79.83 | $ | 82,024 | 3.6 | |||||||||||||||||
| Exercised | (1,803,369) | 79.83 | |||||||||||||||||||||
| Forfeitures | (711) | 71.93 | |||||||||||||||||||||
| Outstanding as of December 31, 2025 | 1,687,918 | $ | 79.84 | $ | 136,587 | 3.1 | |||||||||||||||||
| Vested as of December 31, 2025 | 1,687,918 | $ | 79.84 | 3.1 | |||||||||||||||||||
| Exercisable as of December 31, 2025 | 1,687,918 | $ | 79.84 | 3.1 | |||||||||||||||||||
There were no potentially dilutive stock options for 2025 excluded from our diluted net income per share calculations because these securities’ exercise prices were anti-dilutive (e.g., greater than the average market price of our common stock).
Information on the intrinsic value of options exercised is as follows (in thousands):
| 2025 | $ | 86,930 | |||
| 2024 | 34,519 | ||||
| 2023 | 14,442 | ||||
STOCK AWARDS. We have awarded performance-based restricted shares, performance-based restricted stock units (“PSUs”), and time-based restricted stock units. Most of our awards granted prior to 2024 contain restrictions on the awardees’ ability to sell or transfer vested awards for a specified period of time. The fair value of these awards is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts on outstanding grants with post-vesting holding restrictions vary from 11 percent to 20 percent and are calculated using the Black-Scholes option pricing model-protective put method. The duration of the restriction period to sell or transfer vested awards, changes in the measured stock price volatility, and changes in interest rates are the primary reasons for changes in the discount. These grants are being expensed based on the terms of the awards.
We have awarded PSUs to certain key employees. These PSUs vest over a three-year period based on the achievement of certain dilutive earnings per share, adjusted gross profits, and adjusted operating margin targets. These PSUs contain an upside opportunity of up to 200 percent of target contingent upon obtaining certain targets mentioned above over their respective performance period.
The following table summarizes activity related to our PSUs as of December 31, 2025:
| Number of Restricted Shares and Restricted Stock Units | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested as of December 31, 2024 | 642,257 | $ | 83.25 | ||||||||
Granted(1) | 310,479 | 96.51 | |||||||||
| Vested | (125,466) | 92.13 | |||||||||
Forfeitures(2) | (225,257) | 89.90 | |||||||||
| Unvested as of December 31, 2025 | 602,013 | $ | 85.81 | ||||||||
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(1)Amount represents PSU grants at target.
(2)Includes awards forfeited for not achieving performance targets.
The following table summarizes unvested PSUs by vesting period at target:
| First Vesting Date | Last Vesting Date | Performance Shares and Stock Units Granted, Net of Forfeitures | Weighted Average Grant Date Fair Value (1) | Unvested Performance Shares and Restricted Stock Units | |||||||||||||||||||||||||
December 31, 2023 | December 31, 2026 | 171,761 | $ | 92.12 | 23,148 | (2) | |||||||||||||||||||||||
| December 31, 2024 | December 31, 2026 | 312,820 | 73.43 | 283,908 | |||||||||||||||||||||||||
| December 31, 2025 | December 31, 2027 | 294,957 | 96.50 | 294,957 | |||||||||||||||||||||||||
| 779,538 | $ | 86.28 | 602,013 | ||||||||||||||||||||||||||
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(1)Amount shown is the weighted average grant date fair value of PSUs granted, net of forfeitures.
(2)Remaining unvested PSUs were granted on June 26, 2023, upon the appointment of our President and Chief Executive Officer.
We granted an additional 247,793 PSUs at target in February 2026. These awards have a weighted average grant date fair value of $197.73 and will vest over a three-year period and contain an upside opportunity of up to 200 percent based upon achieving cumulative three-year dilutive earnings per share targets.
Time-Based Awards
We have awarded time-based restricted stock unit awards to certain key employees. These time-based awards vest over a three-year period. In 2023, we also granted retention awards, which vest over a one-year to three-year period. These awards vest primarily based on the passage of time and the employee’s continued employment and are being expensed based on the terms of the awards.
The following table summarizes activity related to our time-based restricted stock unit grants as of December 31, 2025:
| Number of Restricted Shares and Stock Units | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested as of December 31, 2024 | 722,955 | $ | 83.22 | ||||||||
| Granted | 543,096 | 98.54 | |||||||||
| Vested | (536,863) | 87.82 | |||||||||
| Forfeitures | (77,905) | 85.42 | |||||||||
| Unvested as of December 31, 2025 | 651,283 | $ | 91.96 | ||||||||
We granted an additional 292,406 time-based restricted stock units in February 2026. These awards have a weighted average grant date fair value of $197.73 and will vest over a three-year period.
A summary of the fair value of stock awards vested (in thousands):
| 2025 | $ | 58,666 | |||
| 2024 | 71,587 | ||||
| 2023 | 53,868 | ||||
As of December 31, 2025, there was unrecognized compensation expense of $123.9 million related to previously granted stock awards assuming maximum achievement is obtained on our PSUs. The amount of future expense to be recognized will be based on the passage of time and contingent upon achieving cumulative three-year dilutive earnings per share targets over their respective performance period.
EMPLOYEE STOCK PURCHASE PLAN. Our 1997 Employee Stock Purchase Plan allows our employees to contribute up to $10,000 of their annual cash compensation to purchase company stock. Purchase price is determined using the closing price on the last day of the quarter discounted by 15 percent. Shares are vested immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands):
| Shares Purchased By Employees | Aggregate Cost to Employees | Expense Recognized By the Company | |||||||||||||||
| 2025 | 176,568 | $ | 16,782 | $ | 2,961 | ||||||||||||
| 2024 | 224,578 | 16,973 | 2,995 | ||||||||||||||
| 2023 | 240,418 | 19,051 | 3,362 | ||||||||||||||
SHARE REPURCHASE PROGRAMS. 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, we had 3,669,530 shares remaining under the share repurchase authorization. The activity under these authorizations is as follows (dollar amounts in thousands):
On October 28, 2025, the Board of Directors approved an additional $2.0 billion of authorization under the company’s share repurchase program. The stock repurchase program does not obligate the company to acquire any amount of common stock and shall expire or terminate at the Board's discretion.| Shares Repurchased | Total Value of Shares Repurchased | ||||||||||
| 2025 Repurchases | 3,093,915 | $ | 356,263 | ||||||||
| 2024 Repurchases | — | — | |||||||||
| 2023 Repurchases | 645,753 | 62,778 | |||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.