What does the 37-share tax-withholding transaction mean for EXPD’s CFO?

The 37-share tax-withholding transaction for EXPD’s CFO represents shares delivered to cover tax liabilities. The shares were valued at $151.24 each, and this disposition is a standard mechanism tied to equity award vesting, not a discretionary stock sale.

EXPD (EXPD) CFO converts 146 RSUs, withholds 37 shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC Senior VP & CFO David A. Hackett reported compensation-related equity activity. On May 7, 2026, he exercised derivative awards linked to restricted stock units and dividend equivalent rights, acquiring a total of 146 shares of common stock.

On the same date, 37 common shares were disposed of in a tax-withholding transaction at $151.24 per share to cover obligations tied to this vesting. These are routine equity compensation and tax events rather than open-market purchases or sales.

Insider Trade Summary

Net Buyer: 109 shares

Net Buy 5 txns

Insider Hackett David A

Role Senior VP - CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units - 2024 RSUs	142	$0.00	$0.00
Exercise	Dividend Equivalent Rights - 2024 RSUs	4	$0.00	$0.00
Exercise	Common Stock	142	$0.00	$0.00
Exercise	Common Stock	4	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	37	$151.24	$6K

Holdings After Transaction: Restricted Stock Units - 2024 RSUs — 142 shares (Direct); Dividend Equivalent Rights - 2024 RSUs — 3.571 shares (Direct); Common Stock — 548.072 shares (Direct)

Footnotes (1)

F1. Each RSU and DER represent a contingent right to receive the economic equivalent of one common shares of the issuer. The RSUs and DERs vested on May 7, 2026.

Key Figures

Tax-withholding shares: 37 shares Tax-withholding price: $151.24 per share RSU-derived shares: 142 shares +2 more

5 metrics

Tax-withholding shares 37 shares Common stock disposed at $151.24 per share to cover taxes on May 7, 2026

Tax-withholding price $151.24 per share Value used for 37-share tax-withholding disposition on May 7, 2026

RSU-derived shares 142 shares Common stock from exercise of Restricted Stock Units - 2024 RSUs on May 7, 2026

Dividend right shares 4 shares Common stock from Dividend Equivalent Rights - 2024 RSUs exercised on May 7, 2026

Total derivative exercise shares 146 shares Aggregate shares acquired via derivative exercises per transaction summary

Key Terms

Restricted Stock Units - 2024 RSUs, Dividend Equivalent Rights - 2024 RSUs, tax-withholding disposition, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Units - 2024 RSUs financial

"security_title: Restricted Stock Units - 2024 RSUs"

Dividend Equivalent Rights - 2024 RSUs financial

"security_title: Dividend Equivalent Rights - 2024 RSUs"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

contingent right to receive the economic equivalent financial

"Each RSU and DER represent a contingent right to receive the economic equivalent of one common share"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/11/2026 - 01:01 PM

FAQ

What insider transactions did EXPD CFO David Hackett report on May 7, 2026?

On May 7, 2026, EXPD CFO David Hackett reported vesting-related equity activity. He exercised derivative awards tied to restricted stock units and dividend equivalent rights, acquiring 146 common shares and disposing of 37 shares to cover tax obligations.

Were David Hackett’s EXPD transactions open-market buys or sells?

The EXPD transactions were not open-market buys or sells. They reflect derivative exercises of restricted stock units and dividend equivalent rights, plus a tax-withholding disposition of 37 shares at $151.24 per share to satisfy related tax liabilities.

How many EXPD shares were acquired through derivative exercises by the CFO?

CFO David Hackett acquired 146 EXPD common shares through derivative exercises. These came from 142 restricted stock units and 4 dividend equivalent rights that vested and converted into common stock on May 7, 2026, as part of his compensation.

What are the 2024 RSUs and dividend equivalent rights mentioned in the EXPD Form 4?

The 2024 RSUs and dividend equivalent rights for EXPD represent equity awards that track common stock value. Each unit or right equals one common share economically and vested on May 7, 2026, then converted into 146 common shares for the CFO.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hackett David A

(Last)

(First)

(Middle)

3545 FACTORIA BLVD SE

STERLING PLAZA 2, 3RD FLOOR

(Street)

BELLEVUE

WASHINGTON

98006

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
EXPEDITORS INTERNATIONAL OF WASHINGTON INC [ EXPD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP - CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2026		M		142	A	$0	581.072	D
Common Stock	05/07/2026		M		4	A	$0	585.072	D
Common Stock	05/07/2026		F		37	D	$151.24	548.072	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units - 2024 RSUs	$0	05/07/2026		M			142	⁽¹⁾	⁽¹⁾	Common Stock	142	$0	142	D
Dividend Equivalent Rights - 2024 RSUs	$0	05/07/2026		M			4	⁽¹⁾	⁽¹⁾	Common Stock	4	$0	3.571	D

Explanation of Responses:

1. Each RSU and DER represent a contingent right to receive the economic equivalent of one common shares of the issuer. The RSUs and DERs vested on May 7, 2026.

	Diane Heffner, Stock Plan Administrator, attorney-in-fact	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR