chrw-20250812
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 12, 2025
(Date of earliest event reported)
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-23189
| Delaware | 41-1883630 | |||||||||||||||||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
14701 Charlson Road
Eden Prairie, Minnesota 55347
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 952-937-8500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.10 par value | CHRW | Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2025, C.H. Robinson Worldwide, Inc. (the “Company”) entered into an amendment (the “RPA Amendment”) to its existing Receivables Purchase Agreement dated as of November 19, 2021, as amended February 1, 2022, July 7, 2022, November 7, 2023 and October 14, 2024 (the “RPA”), among the Company, as initial master servicer and performance guarantor, C.H. Robinson Receivables, LLC, a wholly-owned subsidiary of the Company and bankruptcy-remote entity (“CHRR”), as seller, Bank of America, N.A. (“BoA”) and Wells Fargo Bank, National Association (“Wells Fargo”), as committed purchasers, BofA and Wells Fargo, as purchaser agents, and BofA, as administrative agent, which provides a receivables securitization facility (the “Facility”). The RPA Amendment primarily extends the termination date of the facility to August 12, 2027. The committed funding available to CHRR under the Facility remains unchanged at $500 million.
The foregoing description of the RPA Amendment is qualified in its entirety by reference to the full text of the RPA Amendment filed as Exhibit 10.1 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in a Form 8-K filed on August 7, 2025 (the “Prior 8-K”), Edward G. Feitzinger was elected to the Company’s board of directors, effective that day. Mr. Feitzinger will receive the compensation the Company provides to its non-employee directors as described under “Compensation of Directors” in the Company’s definitive proxy statement for its 2025 annual meeting of shareholders, which was filed on March 25, 2025. The Board of Directors has not yet determined any committee appointments for Mr. Feitzinger. The information disclosed under this Item 5.02 supplements the information disclosed in the Prior 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | ||||
| 10.1 | |||||
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 12, 2025
C.H. ROBINSON WORLDWIDE, INC. | |||||||||||
By: | /s/ Dorothy G. Capers | ||||||||||
Dorothy G. Capers | |||||||||||
Chief Legal Officer and Secretary | |||||||||||