[Form 4] Expeditors International of Washington, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 16 Jun 2025, Expeditors International of Washington, Inc. (EXPD) filed a Form 4 detailing insider activity by Senior Vice-President & Chief Strategy Officer Benjamin G. Clark. The filing records the automatic acquisition of dividend-equivalent rights that attach to previously granted restricted stock units (RSUs):

• 2023 RSUs: 5.243 rights acquired
• 2024 RSUs: 10.211 rights acquired
• 2025 RSUs: 16.375 rights acquired

Total derivative securities added: 31.829. Each right represents the economic value of one EXPD common share and will vest proportionally with its underlying RSU grant. The reference price disclosed is $115.11 per underlying share. No open-market purchase or sale of common stock was reported, and Clark’s direct share ownership remains 22,593.3548 shares.

The “A” transaction code confirms a non-open-market acquisition, typically generated by the company’s dividend accrual mechanism. As such, the transaction marginally increases the executive’s potential equity exposure but has no material impact on EXPD’s float, capital structure, or near-term financial outlook.

Insights

Securities Analyst

TL;DR: Routine dividend-equivalent accrual; insider adds 31.829 derivative rights, no open-market buying or selling, negligible effect on EXPD valuation.

The Form 4 shows only automatic accrual of dividend-equivalent rights tied to existing RSUs—standard practice when EXPD pays dividends. No cash outlay or discretionary purchase occurred, and common-stock holdings are unchanged. The minute scale (≈0.02% of Clark’s ownership and immaterial to the 159 million outstanding shares) means the event neither signals bullish sentiment nor alters supply–demand dynamics. Investors should treat the disclosure as administrative, with no bearing on earnings, guidance, or strategic direction.

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

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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^*

Clark Benjamin G.

(Last) (First) (Middle)

STERLING PLAZA 2, 3RD FLOOR

3545 FACTORIA BLVD SE

(Street)

BELLEVUE WA 98006

(City) (State) (Zip)

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)
	SVP - Global Ent Svc & CSO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								22,593.3548	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights - 2023 RSUs	(1)	06/16/2025		A		5.243		(1)	(1)	Common Stock	5.243	$115.11	24.104	D
Dividend Equivalent Rights - 2024 RSUs	(2)	06/16/2025		A		10.211		(2)	(2)	Common Stock	10.211	$115.11	28.66	D
Dividend Equivalent Rights - 2025 RSUs	(3)	06/16/2025		A		16.375		(3)	(3)	Common Stock	16.375	$115.11	16.375	D

Explanation of Responses:

1. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one common share of the Issuer. The dividend equivalent rights accrued in respect of the 2023 grant of restricted stock units and vest proportionately with the restricted stock units to which they relate.

2. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one common share of the Issuer. The dividend equivalent rights accrued in respect of the 2024 grant of restricted stock units and vest proportionately with the restricted stock units to which they relate.

3. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one common share of the Issuer. The dividend equivalent rights accrued in respect of the 2025 grant of restricted stock units and vest proportionately with the restricted stock units to which they relate.

	Diane Heffner, Stock Plan Administrator, attorney-in-fact	06/18/2025
	** 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).
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FAQ

What did EXPD insider Benjamin G. Clark report in the latest Form 4?

He acquired 31.829 dividend-equivalent rights linked to 2023–2025 RSU grants; common-stock holdings remain unchanged.

Did the insider purchase EXPD shares on the open market?

No. The filing shows an “A” code, indicating an automatic, non-open-market acquisition of derivative rights.

How many EXPD common shares does Clark now own directly?

He holds 22,593.3548 EXPD shares directly after the reported transaction.

Are dividend-equivalent rights immediately convertible into EXPD stock?

No. They vest proportionally with the underlying RSUs and convert to shares only upon RSU settlement.

Is this Form 4 filing material to EXPD shareholders?

The transaction is routine and not considered material; it does not affect EXPD’s financials or share count.