Financial Analysis

COMMITMENTS AND CONTINGENCIES EMPLOYEE BENEFIT PLANS. We offer a defined contribution plan, which qualifies under section 401(k) of the Internal Revenue Code and covers all eligible U.S. employees. We can also elect to make matching contributions to the plan. Annual discretionary contributions may also be made to the plan. Defined contribution plan expense, including matching contributions, is as follows (in thousands): 2025 $ 45,787 2024 47,017 2023 45,854 We contributed a defined contribution match of six percent in 2025, 2024, and 2023. LEASE COMMITMENTS. We maintain operating leases for office space, warehouses, office equipment, trailers, and a small number of intermodal containers. See Note 10, Leases , for further information. LITIGATION. We are not subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, including certain contingent auto liability cases as of December 31, 2025. For some legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our consolidated financial position, results of operations, or cash flows. Because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the inconsistent treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

FINANCING ARRANGEMENTS The components of our short-term and long-term debt and the associated interest rates were as follows (dollars in thousands): Average interest rate as of Carrying value as of December 31, 2025 December 31, 2024 Maturity December 31, 2025 December 31, 2024 Revolving Credit Facility 4.82 % 5.58 % November 2027 $ $ 9,000 Senior Notes, Series B 4.26 % 4.26 % August 2028 150,000 150,000 Senior Notes, Series C 4.60 % 4.60 % August 2033 175,000 175,000 Receivables Securitization Facility (1) 4.59 % 5.23 % August 2027 166,654 446,792 Senior Notes (1) 4.20 % 4.20 % April 2028 597,784 596,857 Total debt 1,089,438 1,377,649 Less: Current maturities and short-term borrowing (455,792) Long-term debt $ 1,089,438 $ 921,857 ________________________________ (1) Net of unamortized discounts and issuance costs. SENIOR UNSECURED REVOLVING CREDIT FACILITY We have a senior unsecured revolving credit facility (the Credit Agreement) with a total availability of $1 billion, which may be reduced by standby letters of credit. The Credit Agreement has a maturity date of November 19, 2027. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agents prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month SOFR plus a specified margin). As of December 31, 2025, the variable rate equaled SOFR and a credit spread adjustment of 0.10 p …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the twelve months ended December 31, 2025, 2024, and 2023, as follows (dollars in thousands): Twelve Months Ended December 31, 2025 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 11,562,714 $ 3,090,018 $ 171,072 $ 14,823,804 Sourcing (2) 1,408,959 1,408,959 Total $ 11,562,714 $ 3,090,018 $ 1,580,031 $ 16,232,763 Twelve Months Ended December 31, 2024 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 11,727,539 $ 3,805,018 $ 821,188 $ 16,353,745 Sourcing (2) 1,371,211 1,371,211 Total $ 11,727,539 $ 3,805,018 $ 2,192,399 $ 17,724,956 Twelve Months Ended December 31, 2023 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 12,471,075 $ 2,997,704 $ 903,881 $ 16,372,660 Sourcing (2) 1,223,783 1,223,783 Total $ 12,471,075 $ 2,997,704 $ 2,127,664 $ 17,596,443 _______________________________ (1) Transportation and logistics services performance obligations are completed over time. (2) Sourcing performance obligations are completed at a point in time. …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

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 …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

FAIR VALUE MEASUREMENT Accounting guidance on fair value measurements for certain financial assets and liabilities requires assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1-Quoted market prices in active markets for identical assets or liabilities. Level 2-Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3-Unobservable inputs reflecting the reporting entitys own assumptions or external inputs from inactive markets. A financial asset or liabilitys classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities held for sale. On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business. The sale included all assets and liabilities of the business other than our proprietary technology platform. As a result of the divestiture the Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024. We measured the disposal group at its fair value less costs incurred to sell and recorded a $44.5 million pre-tax loss on the disposal group in twelve months ended December 31, 2024. The fair value of the assets and liabilities held for sale were classified as Level 2 in the fair value hierarchy based on the negotiated sale price, which is an observable market-based input. The sale closed with an effecti …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

GOODWILL AND OTHER INTANGIBLE ASSETS The change in the carrying amount of goodwill is as follows (in thousands): NAST Global Forwarding All Other and Corporate Total December 31, 2023 balance $ 1,188,813 $ 207,599 $ 77,188 $ 1,473,600 Foreign currency translation (9,369) (5,101) (1,571) (16,041) December 31, 2024 balance (1) 1,179,444 202,498 75,617 1,457,559 Acquisitions 14,259 14,259 Divestitures (2) (28,697) (28,697) Foreign currency translation 8,390 5,974 491 14,855 December 31, 2025 balance $ 1,202,093 $ 208,472 $ 47,411 $ 1,457,976 _________________________________________ (1) Includes $28.6 million of goodwill for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the consolidated balance sheets. Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business. (2) On February 1, 2025, the Company completed the sale of our Europe Surface Transportation business. In connection with the sale, we disposed of goodwill included in the Europe Surface Transportation disposal group. Refer to Note 15, Divestitures , for further discussion related to the sale of our Europe Surface Transportation business. Goodwill is tested at least annually for impairment on November 30, or more frequently if events or changes in circumstances indicate the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not the fair value of ou …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES C.H. Robinson Worldwide, Inc., and its 80 percent (or more) owned U.S. subsidiaries file a consolidated federal income tax return. We file unitary or separate state returns based on state filing requirements. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2021. The Company is no longer indefinitely reinvested with respect to the unremitted earnings of any foreign subsidiaries. However, the Company continues to assert indefinite reinvestment with respect to certain other outside-basis temporary differences related to those subsidiaries. It is not practicable for the Company to estimate the amount of unrecognized deferred tax liability associated with other outside-basis temporary differences. In 2021, the Organization for Economic Cooperation and Development (OECD) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15 percent. Subsequently, multiple sets of administrative guidance have been issued. Many non-U.S. tax jurisdictions have either recently 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. We are sub …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and trailers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers freight. These contracts typically have a term of twelve months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases. Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total leas …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Standards: In December 2023, the FASB issued Accounting Standard Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the required disaggregation within the income tax rate reconciliation and by requiring disaggregation of income taxes paid by jurisdiction. The ASU requires public business entities to provide a more detailed, tabular rate reconciliation using both percentages and amounts, with certain reconciling items disaggregated by nature and/or jurisdiction, and to disclose income taxes paid (net of refunds received) disaggregated between federal, state/local, and foreign jurisdictions. We adopted ASU2023-09 for the fiscal year ended December 31, 2025, and have prospectively updated our income tax disclosures in accordance with the new requirements. The adoption primarily impacted the presentation and level of disaggregation within the rate reconciliation and income taxes paid disclosures, as reflected in Note5, Income Taxes . Recently Issued Accounting Standards: In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . The ASU modernizes the accounting for internal-use software by eliminating the previous software project stage model and replacing it with a principles-based capitalization threshold. Under the new guidance, e …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

RESTRUCTURING 2025 Restructuring Program : In the second quarter of 2025, we initiated a new restructuring program (the 2025 Restructuring Program) aimed at enhancing operational efficiency and achieving cost savings through the adoption of advanced technologies, including artificial intelligence (AI). The program is centered around two key initiatives: Process Optimization and Workforce Productivity - The first initiative focuses on streamlining operations by leveraging cutting-edge technological innovations to significantly enhance workforce productivity. This includes the integration of automation and AI-driven solutions to reduce manual processes and improve overall efficiency. As a result of this initiative, we have incurred and expect to continue to incur, severance and related personnel costs associated with workforce reductions. Facilities Consolidation and Footprint Optimization - The second initiative involves the consolidation and centralization of our facilities to align with the reduced workforce resulting from the first initiative. This effort is designed to optimize our physical footprint and support a more agile and cost-effective operating model. As a result of this initiative, the Company anticipates recognizing asset impairments related to the early termination or abandonment of certain facilities under operating leases. These initiatives are expected to materially reduce our cost structure and better position the Company for sustainable, long-term growth i …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

REVENUE FROM CONTRACTS WITH CUSTOMERS A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments for the twelve months ended December 31, 2025, 2024, and 2023, as follows (dollars in thousands): Twelve Months Ended December 31, 2025 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 11,562,714 $ 3,090,018 $ 171,072 $ 14,823,804 Sourcing (2) 1,408,959 1,408,959 Total $ 11,562,714 $ 3,090,018 $ 1,580,031 $ 16,232,763 Twelve Months Ended December 31, 2024 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 11,727,539 $ 3,805,018 $ 821,188 $ 16,353,745 Sourcing (2) 1,371,211 1,371,211 Total $ 11,727,539 $ 3,805,018 $ 2,192,399 $ 17,724,956 Twelve Months Ended December 31, 2023 NAST Global Forwarding All Other and Corporate Total Major service lines: Transportation and logistics services (1) $ 12,471,075 $ 2,997,704 $ 903,881 $ 16,372,660 Sourcing (2) 1,223,783 1,223,783 Total $ 12,471,075 $ 2,997,704 $ 2,127,664 $ 17,596,443 _______________________________ (1) Transportation and logistics services performance obligations are completed over time. (2) Sourcing performance obligations are completed at a point in time. We typically do not receive consideration and amounts are not due from our customer prior to the completion of our performance obligations a …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

SEGMENT REPORTING Our segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. The internal reporting of segments is aligned with the reporting and review process used by our chief operating decision maker (CODM), our Chief Executive Officer. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies. We do not report our intersegment revenues by segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments. Our CODM utilizes segment operating income as the primary measure to evaluate the performance of our reportable segments. Operating income is an important measure of our ability to optimize our cost structure through innovation of our proprietary operating systems and accelerating the capabilities of our workforce. It also guides the allocation of resources, including employees, technology investments, and capital resource investments to each segment. Additionally, operating income is also an important measure of our ability to maintain pricing discipline and driving profitable growth while effectively serving our customers and contract carriers. We consider operating income to be our primary performance metric. The review of segment performance and the allocation of resources occurs primarily in the annual budgeting process an …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION. C.H. Robinson Worldwide, Inc., and our subsidiaries (the company, we, us, or our) are a global provider of transportation services and logistics solutions through a network of offices operating in North America, Europe, Asia, Oceania, South America, and the Middle East. The consolidated financial statements include the accounts of C.H. Robinson Worldwide, Inc., and our majority owned and controlled subsidiaries. Our minority interests in subsidiaries are not significant. All intercompany transactions and balances have been eliminated in the consolidated financial statements. USE OF ESTIMATES. The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best information available, and our actual results could differ materially from those estimates. 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. We have determined the following distinct goods and services represent our primary performance ob …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

ACQUISITIONS On June 22, 2026, we acquired a 100 percent ownership interest in DeSpir Logistics (DeSpir) a specialized provider of secure transportation solutions and cargo escort services for mission-critical, high-value freight across North America. Total purchase consideration, net of cash acquired, was approximately $77.8 million, which was paid in cash. Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): Estimated Life (years) Customer relationships 10 $ 16,600 Trademarks Indefinite $ 8,300 There was $49.0 million of goodwill recorded related to the acquisition of DeSpir. The DeSpir goodwill is a result of acquiring and retaining the DeSpir workforce and expected synergies from integrating its business into ours. Purchase accounting is considered preliminary. The results of operations of DeSpir have been included in our consolidated financial statements beginning on June 22, 2026. …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

FINANCING ARRANGEMENTS The components of our long-term debt and the associated interest rates were as follows (dollars in thousands): Average interest rate as of Carrying value as of June 30, 2026 December 31, 2025 Maturity June 30, 2026 December 31, 2025 Revolving credit facility 4.74 % 4.82 % November 2027 $ 325,000 $ Senior Notes, Series B 4.26 % 4.26 % August 2028 150,000 150,000 Senior Notes, Series C 4.60 % 4.60 % August 2033 175,000 175,000 Receivables Securitization Facility (1) 4.55 % 4.59 % August 2027 436,763 166,654 Senior Notes (1) 4.20 % 4.20 % April 2028 598,254 597,784 Long-term debt $ 1,685,017 $ 1,089,438 ____________________________________________ (1) Net of unamortized discounts and issuance costs. SENIOR UNSECURED REVOLVING CREDIT FACILITY We have a senior unsecured revolving credit facility (the Credit Agreement) with a total availability of $1 billion, which may be reduced by standby letters of credit. The Credit Agreement has a maturity date of November 19, 2027. Borrowings under the Credit Agreement generally bear interest at a variable rate determined by a pricing schedule or the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 percent, or (c) the sum of one-month Term SOFR plus a specified margin). As of June 30, 2026, the variable rate equaled Term SOFR plus a credit spread adjustment of 0.10 percent plus 1.00 percent. In addition, there is a commitment fee on the average daily undr …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands): Three Months Ended June 30, 2026 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 3,593,269 $ 896,604 $ 34,900 $ 4,524,773 Sourcing (2) 409,325 409,325 Total revenues $ 3,593,269 $ 896,604 $ 444,225 $ 4,934,098 Three Months Ended June 30, 2025 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 2,918,227 $ 797,800 $ 30,633 $ 3,746,660 Sourcing (2) 389,883 389,883 Total revenues $ 2,918,227 $ 797,800 $ 420,516 $ 4,136,543 Six Months Ended June 30, 2026 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 6,540,592 $ 1,561,334 $ 66,558 $ 8,168,484 Sourcing (2) 778,548 778,548 Total revenues $ 6,540,592 $ 1,561,334 $ 845,106 $ 8,947,032 Six Months Ended June 30, 2025 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 5,786,647 $ 1,572,688 $ 109,240 $ 7,468,575 Sourcing (2) 714,708 714,708 Total revenues $ 5,786,647 $ 1,572,688 $ 823,948 $ 8,183,283 ____________________________________________ (1) Transportation and logistics services performance obligations are completed over time. (2) Sourcing performance obligations are completed at a point in time. …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

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 of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Stock awards 23,973 20,113 51,052 42,097 Company expense on ESPP discount 737 769 1,953 1,931 Total stock-based compensation expense $ 24,710 $ 20,882 $ 53,005 $ 44,028 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 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 4,341,495 shares available for stock awards under the Plan as of June 30, 2026. Stock Options We have awa …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

FAIR VALUE MEASUREMENT Accounting guidance on fair value measurements for certain financial assets and liabilities requires assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1 Quoted market prices in active markets for identical assets or liabilities. Level 2 Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 Unobservable inputs reflecting the reporting entitys own assumptions or external inputs from inactive markets. A financial asset or liabilitys classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. We may seek to manage our exposure to the risk of fluctuations in foreign currency exchange rates through the use of foreign currency forward contracts. Foreign currency forward contracts are accounted for at fair value with the recognition of all derivative instruments as either assets or liabilities on the balance sheet, and changes in fair value recognized in interest and other income/expenses, net in the consolidated statements of operations and comprehensive income. These contracts are accounted for as non-designated hedges pursuant to ASC Topic 815, Derivatives and Hedging. Foreign currency forward contracts are classified under Level 2 of the fair value hierarchy and are measured using market-based rates. The impact of foreign currency forward contracts was not material as …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

GOODWILL AND OTHER INTANGIBLE ASSETS The change in carrying amount of goodwill is as follows (in thousands): NAST Global Forwarding All Other and Corporate Total Balance, December 31, 2025 $ 1,202,093 $ 208,472 $ 47,411 $ 1,457,976 Foreign currency translation 2,350 (1,149) 116 1,317 Acquisitions (1) 49,042 49,042 Balance, June 30, 2026 $ 1,253,485 $ 207,323 $ 47,527 $ 1,508,335 ______________________________ (1) On June 22, 2026, we acquired DeSpir Logistics, a specialized provider of secure transportation solutions and cargo escort services for mission-critical, high-value freight across North America. Refer to Note 15, Acquisitions , for further discussion related to the acquisition of DeSpir Logistics. Goodwill is tested annually for impairment on November 30, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying value (Step Zero Analysis). If the Step Zero Analysis indicates it is more likely than not that the fair value of our reporting units is less than their respective carrying value, an additional impairment assessment is performed (Step One Analysis). As part of our 2025 annual impairment test, we determined that the fair value of our reporting units exceeded their respective carrying values and our goodwill balance was not impaired. There were no cha …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES A reconciliation of the provision for income taxes using the statutory federal income tax rate to our effective income tax rate is as follows below. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Federal statutory rate 21.0 % 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.1 2.3 2.3 2.2 Share-based payment awards (1.8) (0.4) (9.1) (2.9) Foreign tax credits (1.1) (1.9) (1.1) (1.9) Other U.S. tax credits and incentives (0.9) (1.6) (0.8) (1.6) Foreign tax rate differential 0.4 0.6 1.3 (0.9) Section 162(m) limitations on compensation 1.5 1.2 3.6 1.4 Other 0.3 0.2 0.2 0.6 Effective income tax rate 21.5 % 21.4 % 17.4 % 17.9 % Certain foreign jurisdictions in which we operate have enacted legislation implementing elements of the Organization for Economic Cooperation and Developments Pillar Two global minimum tax framework, which generally provides for a minimum tax rate of 15 percent on large multinational enterprises. We are subject to these rules in certain jurisdictions, and any resulting tax impacts have been reflected in the income tax provision for the periods presented. As of June 30, 2026, we had $38.5 million of unrecognized tax benefits and related interest and penalties. With few exceptions, we are no longer subject to audits of U.S. federal, state and local, or non-U.S. income tax returns before 2022. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES We determine if our contractual agreements contain a lease at inception. A lease is identified when a contract allows us the right to control an identified asset for a period of time in exchange for consideration. Our lease agreements consist primarily of operating leases for office space, warehouses, office equipment, and trailers. We do not have material financing leases. Frequently, we enter into contractual relationships with a wide variety of transportation companies for freight capacity and utilize those relationships to efficiently and cost-effectively arrange the transport of our customers freight. These contracts typically have a term of twelve months or less and do not allow us to direct the use or obtain substantially all of the economic benefits of a specifically identified asset. Accordingly, these agreements are not considered leases. Our operating leases are included on the consolidated balance sheets as right-of-use lease assets and lease liabilities. A right-of-use lease asset represents our right to use an underlying asset over the term of a lease, while a lease liability represents our obligation to make lease payments arising from the lease. Current and noncurrent lease liabilities are recognized on the commencement date at the present value of lease payments, including non-lease components, which consist primarily of common area maintenance and parking charges. Right-of-use lease assets are also recognized on the commencement date as the total leas …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

RECENTLY ADOPTED ACCOUNTING STANDARDS In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05 that amends ASC 326, Financial Instruments Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets . The guidance provides a practical expedient that permits an entity to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606 by assuming current economic conditions as of the balance sheet date do not change over the remaining life of the asset. We elected the practical expedient in ASU 2025-05 effective January 1, 2026 and applied the guidance prospectively. The adoption did not have a material impact on the Companys consolidated financial statements. RECENTLY ISSUED ACCOUNTING STANDARDS In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . The ASU modernizes the accounting for internal-use software by eliminating the previous software project stage model and replacing it with a principles-based capitalization threshold. Under the new guidance, entities begin capitalizing internal-use software costs when management authorizes and commits to funding the project and it is probable that the project will be completed and the software will perform its intended function. The g …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

RESTRUCTURING 2025 Restructuring Program : In the second quarter of 2025, we initiated a restructuring program (the 2025 Restructuring Program) aimed at enhancing operational efficiency and achieving cost savings through the adoption of advanced technologies, including artificial intelligence (AI). The program is centered around two key initiatives: Process Optimization and Workforce Productivity - The first initiative focuses on streamlining operations by leveraging cutting-edge technological innovations to significantly enhance workforce productivity. This includes the integration of automation and AI-driven solutions to reduce manual processes and improve overall efficiency. As a result of this initiative, we have incurred and expect to continue to incur, severance and related personnel costs associated with workforce reductions. Facilities Consolidation and Footprint Optimization - The second initiative involves the consolidation and centralization of our facilities to align with the reduced workforce resulting from the first initiative. This effort is designed to optimize our physical footprint and support a more agile and cost-effective operating model. As a result of this initiative, we have recognized asset impairments related to the early termination or abandonment of certain facilities under operating leases. These initiatives are expected to materially reduce our cost structure and better position the Company for sustainable, long-term growth in an increasingly tec …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

REVENUE FROM CONTRACTS WITH CUSTOMERS A summary of our total revenues disaggregated by major service line and timing of revenue recognition is presented below for each of our reportable segments (in thousands): Three Months Ended June 30, 2026 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 3,593,269 $ 896,604 $ 34,900 $ 4,524,773 Sourcing (2) 409,325 409,325 Total revenues $ 3,593,269 $ 896,604 $ 444,225 $ 4,934,098 Three Months Ended June 30, 2025 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 2,918,227 $ 797,800 $ 30,633 $ 3,746,660 Sourcing (2) 389,883 389,883 Total revenues $ 2,918,227 $ 797,800 $ 420,516 $ 4,136,543 Six Months Ended June 30, 2026 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 6,540,592 $ 1,561,334 $ 66,558 $ 8,168,484 Sourcing (2) 778,548 778,548 Total revenues $ 6,540,592 $ 1,561,334 $ 845,106 $ 8,947,032 Six Months Ended June 30, 2025 NAST Global Forwarding All Other and Corporate Total Major Service Lines Transportation and logistics services (1) $ 5,786,647 $ 1,572,688 $ 109,240 $ 7,468,575 Sourcing (2) 714,708 714,708 Total revenues $ 5,786,647 $ 1,572,688 $ 823,948 $ 8,183,283 ____________________________________________ (1) Transportation and logistics services performance obligations are completed over time. (2) Sourcing performance obligat …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

SEGMENT REPORTING Our segments are based on our method of internal reporting, which generally segregates the segments by service line and the primary services they provide to our customers. The internal reporting of segments is aligned with the reporting and review process used by our chief operating decision maker (CODM), our Chief Executive Officer. We do not report our intersegment revenues by segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments. Our CODM utilizes segment operating income as the primary measure to evaluate the performance of our reportable segments. Operating income is an important measure of our ability to optimize our cost structure through innovation of our proprietary operating systems and accelerating the capabilities of our workforce. It also guides the allocation of resources, including employees, technology investments, and capital resource investments to each segment. Additionally, operating income is also an important measure of our ability to maintain pricing discipline and drive profitable growth while effectively serving our customers and contract carriers. We consider operating income to be our primary performance metric. The review of segment performance and the allocation of resources occurs primarily in the annual budgeting process and through a regular cadence of operating reviews to monitor the progress of strategic initiatives included in our enterprise balanced sc …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing