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CHRWC.H. Robinson

Industrials · Freight & Logistics · Nasdaq
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The 10-K against last year's

73 changes: 12 added, 13 removed, 48 reworded

10-K Feb 13, 2026 vs Feb 14, 2025
Risk FactorsRedline ↓
9.3%
of the text changed · 5,360 words now
36.3%
of the text changed · 5,880 words now
Legal ProceedingsRedline ↓
0.0%
of the text changed · 262 words now
Accounting PoliciesRedline ↓
0.0%
of the text changed · 2,255 words now

10-K 0001043277-26-000009 (2026-02-13) vs 10-K 0001043277-25-000012 (2025-02-14)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 200 words changed in this paragraph; it is 38% similar to last year's version.
Total revenues and direct costs. Global Forwarding total revenues and direct costs increased, decreased driven by higher significantly lower pricing and purchased transportation costs in ocean services services, in addition to lower volume increases across all in our ocean services. In 2024, ocean transportation revenues and direct costs were elevated due to global forwarding transportation services. The higher pricing supply chain disruptions, including the Red Sea conflict, which strained capacity and purchased transportation costs in elevated ocean services were freight rates. While short periods of rate volatility occurred during 2025, driven by the volatile market conditions in 2024 discussed in the market trends section above, which significantly impacted carrier capacity shifting trade policies, front-loading, seasonal factors, and led to increased carriers’ use of blank sailings, overall ocean freight rates have largely remained depressed as weak demand outweighed these pressures. Many of these same market dynamics contributed to declines in 2024. Additionally, total revenues and direct costs within our air freight services. During 2024, 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 and heightened ecommerce demand out of North Asia and stronger peak season volumes compared to 2023, elevated increased air freight costs volumes and pricing in certain trade lanes in 2024. The volatile market conditions in 2024 lanes. This contrasted with the comparatively weak demand, elevated capacity, consumer demand environment in 2025, which contributed to lower pricing and suppressed direct costs and lower volumes in air freight rates experienced in 2023. services.

Source: Item 7, 10-K 0001043277-26-000009 vs Item 7, 10-K 0001043277-25-000012

Risk Factors 118 words changed in this paragraph; it is 77% similar to last year's version.
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. 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. 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 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, which generally up ranges from $100,000 to $250,000 per shipment. 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. Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. A material increase in the frequency or severity of accidents, liability claims, workers’ compensation claims, or unfavorable resolutions of claims could materially and adversely affect our operating results. In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims could reduce our profitability. 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.

Source: Item 1A, 10-K 0001043277-26-000009 vs Item 1A, 10-K 0001043277-25-000012

Accounting Policies 1 words changed in this paragraph; it is 99% similar to last year's version.
(1) Includes $3.7 million of net property and equipment for the Europe Surface Transportation disposal group, which is presented within assets held for sale on the condensed consolidated balance sheets as of December 31, 2024. Refer to Note 15, Divestitures, for further discussion related to the sale of our Europe Surface Transportation business.

Source: Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001043277-26-000009 vs Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001043277-25-000012

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of CHRW's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-14. Each links to the text at sec.gov.

RemovedMD&A
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. 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. 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. 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.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
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. 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. 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.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
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. 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. Despite these challenging market conditions, we were able to improve our adjusted gross profit per transaction in 2024 compared to 2023 as a result of disciplined pricing and capacity procurement efforts leading to better adjusted gross profits per transaction within our transactional portfolio. Our average truckload linehaul cost per mile, excluding fuel surcharges, decreased approximately 5.5 percent during 2024. Our average truckload linehaul rate charged to our customers, excluding fuel surcharges, decreased approximately 5.0 percent during 2024.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
Total revenues and direct costs. Total revenues and direct costs were essentially flat with the prior year with significant offsetting impacts from ocean and truckload services. Ocean transportation revenues and direct costs increased, driven by the volatile market conditions experienced in 2024, as discussed in the market trends section above, which significantly impacted carrier capacity and led to increased ocean freight rates. Conversely, truckload transportation revenues and direct costs decreased compared to the prior year. This decline in truckload pricing and purchased transportation costs was driven by the soft market conditions in surface transportation, characterized by an oversupply of carrier capacity throughout most of 2024. Our sourcing total revenue and direct costs increased, driven by higher average pricing with retail customers and increased case volume with foodservice customers.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
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. The higher adjusted gross profits per transaction in ocean services were driven by the challenges facing the global forwarding market, which resulted in elevated pricing. In truckload services, the increase was driven by the improved execution and disciplined pricing and capacity procurement efforts from our team within our transactional portfolio during 2024. Sourcing adjusted gross profits increased, driven by an increase in integrated supply chain solutions for retail and foodservice customers.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
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. The lower pricing and purchased transportation costs in truckload services were driven by the soft market conditions experienced throughout 2024 as the market remained in a prolonged stage of oversupplied carrier capacity. These declines were partially offset by increased revenues and direct costs in LTL services driven by increased volumes.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
Operating expenses. NAST personnel expenses increased, driven by an increase in variable compensation reflecting the improved results compared to the prior year. This increase was partially offset by cost optimization efforts, including lower average employee headcount in addition to lower allocated corporate expenses.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
Gross profits and adjusted gross profits. 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. Air freight adjusted gross profits increased due an increase in metric tons shipped which was partially offset by lower adjusted gross profits per metric ton shipped. The decrease in adjusted gross profits per metric ton shipped, was driven by sharp increases to the cost of air freight in certain trade lanes during 2024 compared to 2023. Customs adjusted gross profits increased, driven by higher transaction volumes and an increase in adjusted gross profits per transaction.

Read it in 10-K 2025-02-14 at sec.gov ↗

Show the other 4
RemovedMD&A
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. Other SG&A expenses decreased, as the prior year included an $18.0 million loss related to the divestiture of our Argentina operations. Additionally, other SG&A expenses declined in the current year related to lower allocated corporate expenses and lower amortization expenses following the completion of amortization of intangible assets from a prior acquisition. These decreases were partially offset by a higher provision for credit losses as the prior year benefited from a reduction to the allowance for credit losses.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
During 2022, we sold an office building in Kansas City, Missouri, for a sales price of $55.0 million and recognized a gain of $23.5 million on the sale. We simultaneously entered into an agreement to lease the office building for 10 years.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
The decrease in cash used for share repurchases was due to a significant decrease in the number of shares repurchased in 2023 compared to 2022 as minimal shares were repurchased in the second half of 2023. No shares were repurchased in 2024.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
On July 27, 2024, we entered into an agreement to sell our Europe Surface Transportation business. The sale included the assets and liabilities of the Europe Surface Transportation business other than its proprietary technology platform (the “disposal group”). As a result of the divestiture, the Europe Surface Transportation disposal group was classified as held for sale as of December 31, 2024. We have tested the goodwill of the Europe Surface Transportation reporting unit as of December 31, 2024, by performing Step One Analysis, before measuring the fair value of the disposal group to be presented as held for sale. We determined that the $28.6 million goodwill balance was not impaired.

Read it in 10-K 2025-02-14 at sec.gov ↗

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