EXPD counsel exercises RSUs, covers tax with shares

EXPEDITORS INTERNATIONAL OF WASHINGTON INC Senior VP, General Counsel and Corporate Secretary Jeffrey F. Dickerman reported routine equity compensation activity.

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC Senior VP, General Counsel and Corporate Secretary Jeffrey F. Dickerman reported routine equity compensation activity. On May 1, 2026, he exercised vested restricted stock units (RSUs) and related dividend equivalent rights to acquire common shares, and a portion of shares was disposed of to cover tax obligations.

The filing shows derivative exercises converting 765.8870 RSUs and 28.1130 dividend equivalent rights into the same number of common shares at a stated price of $0.0000 per share. In a separate transaction, 313.0000 common shares, valued at $147.89 per share, were withheld as a tax-withholding disposition, meaning these shares were surrendered to satisfy tax liabilities rather than sold in the open market.

A footnote explains that each RSU and dividend equivalent right represents the economic equivalent of one common share, and that these RSUs and rights vested on May 1, 2026. Overall, the activity reflects compensation-related vesting, option-like exercises and associated tax withholding, not open-market buying or selling.

Insider Trade Summary

794 shares exercised/converted

Exercise 6 txns

Insider Dickerman Jeffrey F

Role Senior VP/Gen Counsel/Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units ("RSUs")	0.887	$0.00	$0.00
Exercise	Restricted Stock Units ("RSUs")	765.887	$0.00	$0.00
Exercise	Dividend Equivalent Rights - 2023 RSUs	28.113	$0.00	$0.00
Exercise	Common Stock	765.887	$0.00	$0.00
Exercise	Common Stock	28.113	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	313	$147.89	$46K

Holdings After Transaction: Restricted Stock Units ("RSUs") — 0 contracts (Direct); Dividend Equivalent Rights - 2023 RSUs — 0 contracts (Direct); Common Stock — 9,300.6674 shares (Direct)

Footnotes (1)

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 1, 2026.

Key Figures

Tax-withholding shares: 313.0000 shares Tax-withholding value per share: $147.89 per share RSUs converted: 765.8870 RSUs +3 more

6 metrics

Tax-withholding shares 313.0000 shares Common stock surrendered to cover tax at $147.89 per share

Tax-withholding value per share $147.89 per share Value applied to 313.0000 withheld common shares

RSUs converted 765.8870 RSUs Restricted Stock Units exercised into common stock at $0.0000

Dividend equivalent rights converted 28.1130 rights Dividend Equivalent Rights exercised into common stock at $0.0000

Derivative exercises 794 shares Aggregate exerciseShares from transactionSummary for derivative exercises

Tax-withholding total shares 313 shares taxWithholdingShares from transactionSummary for code F

Key Terms

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

5 terms

Restricted Stock Units ("RSUs") financial

"Restricted Stock Units ("RSUs") vested and were exercised into common stock"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Dividend Equivalent Rights financial

"Dividend Equivalent Rights - 2023 RSUs converted into common stock"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

tax-withholding disposition financial

"transaction_action is described as a tax-withholding disposition of shares"

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 indicates a derivative exercise/conversion into common stock"

grant/award acquisition financial

"one RSU entry is labeled as a grant/award acquisition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did EXPD executive Jeffrey F. Dickerman report?

Jeffrey F. Dickerman reported routine equity compensation activity. He exercised vested restricted stock units and dividend equivalent rights into common stock, and had shares withheld to cover related tax obligations, rather than executing open-market purchases or sales.

How many EXPD shares were used for tax withholding in this Form 4?

The filing shows a tax-withholding disposition of 313.0000 common shares at a value of $147.89 per share. These shares were surrendered to cover tax liabilities tied to vesting, not sold in the open market for investment purposes.

How many EXPD RSUs did Jeffrey F. Dickerman convert into common stock?

Jeffrey F. Dickerman exercised 765.8870 restricted stock units, converting them into the same number of EXPD common shares at a stated price of $0.0000 per share, reflecting vesting and settlement of equity compensation rather than a market purchase.

What are dividend equivalent rights in the EXPD Form 4 filing?

Dividend equivalent rights in this filing are derivatives tied to EXPD common stock. Dickerman converted 28.1130 such rights into 28.1130 common shares, each representing the economic equivalent of one share, as part of his equity compensation vesting.

Did the EXPD Form 4 show any open-market stock sales by the executive?

The Form 4 does not show open-market sales. It reports a tax-withholding disposition of 313.0000 shares, meaning shares were delivered to satisfy tax obligations associated with equity vesting, not sold on the market for discretionary portfolio reasons.

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

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Accepted by SEC EDGAR 05/05/2026 - 01:55 PM Learn about SEC filing dates

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^*

Dickerman Jeffrey F

(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/Gen Counsel/Corp Sec

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		M		765.887	A	$0	9,585.5544	D
Common Stock	05/01/2026		M		28.113	A	$0	9,613.6674	D
Common Stock	05/01/2026		F		313	D	$147.89	9,300.6674	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
Restricted Stock Units ("RSUs")	$0	05/01/2026		A		0.887		(1)	(1)	Common Stock	0.887	$0	765.887	D
Restricted Stock Units ("RSUs")	$0	05/01/2026		M			765.887	(1)	(1)	Common Stock	765.887	$0	0	D
Dividend Equivalent Rights - 2023 RSUs	$0	05/01/2026		M			28.113	(1)	(1)	Common Stock	28.113	$0	0	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 1, 2026.

	Diane Heffner, Stock Plan Administrator, attorney-in-fact	05/05/2026
	** 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.
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* Form 4: SEC 1474 (03-26)