Expeditors CFO exercises RSUs, shares withheld for tax

EXPEDITORS INTERNATIONAL OF WASHINGTON INC Senior VP - CFO David A. Hackett reported routine equity compensation activity.

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC Senior VP - CFO David A. Hackett reported routine equity compensation activity. On May 6, 2026, restricted stock units and related dividend equivalent rights vested, each representing the economic equivalent of one common share.

Hackett exercised derivative awards to acquire 157 common shares through conversions of RSUs and dividend equivalent rights, while 40 shares of common stock were disposed of to cover tax liabilities at $153.08 per share. Following these transactions, he directly holds 439.072 common shares, along with 312 restricted stock units and 4.524 dividend equivalent rights, indicating a small, compensation-driven adjustment rather than an open‑market trade.

Insider Trade Summary

157 shares exercised/converted

Exercise 5 txns

Insider Hackett David A

Role Senior VP - CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units - 2025 RSUs	156	$0.00	$0.00
Exercise	Dividend Equivalent Rights - 2025 RSUs	1	$0.00	$0.00
Exercise	Common Stock	156	$0.00	$0.00
Exercise	Common Stock	1	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	40	$153.08	$6K

Holdings After Transaction: Restricted Stock Units - 2025 RSUs — 312 contracts (Direct); Dividend Equivalent Rights - 2025 RSUs — 4.524 contracts (Direct); Common Stock — 439.072 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 6, 2026.

Key Figures

Tax-withholding shares: 40 shares Tax-withholding price: $153.08/share Shares from derivative exercises: 157 shares +3 more

6 metrics

Tax-withholding shares 40 shares Common stock disposed to cover taxes at $153.08 per share on May 6, 2026

Tax-withholding price $153.08/share Price for 40 common shares used to satisfy tax liability

Shares from derivative exercises 157 shares Common shares acquired via exercises/conversions of RSUs and dividend equivalent rights

Direct common shares after transactions 478.072 shares Direct EXPD common stock holdings of CFO after May 6, 2026 activity

RSUs remaining 312.0000 units Restricted Stock Units - 2025 RSUs held after derivative transaction

Dividend equivalent rights remaining 4.5240 units Dividend Equivalent Rights - 2025 RSUs held after derivative transaction

Key Terms

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

5 terms

Restricted Stock Units financial

"Restricted Stock Units - 2025 RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Dividend Equivalent Rights financial

"Dividend Equivalent Rights - 2025 RSUs"

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": "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"

FAQ

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

What did EXPD CFO David A. Hackett report in this Form 4 filing?

David A. Hackett reported equity compensation activity, not an open-market trade. RSUs and dividend equivalent rights vested into 157 common shares, with 40 shares withheld for taxes, updating his direct and derivative-based holdings in Expeditors International of Washington (EXPD).

How many EXPD shares did the CFO acquire through equity awards?

The CFO acquired 157 common shares of EXPD through exercises of restricted stock units and dividend equivalent rights. These derivative securities converted into common stock as part of a scheduled vesting event, reflecting routine compensation rather than a discretionary market purchase.

How many EXPD shares were withheld for taxes in this transaction?

A total of 40 EXPD common shares were disposed of to satisfy tax obligations at a price of $153.08 per share. This withholding is a standard mechanism for covering taxes when equity awards vest, and is not an open-market sale decision.

What are the CFO’s direct EXPD share holdings after these transactions?

After these Form 4 transactions, the CFO directly holds 478.072 shares of EXPD common stock. This updated balance reflects both the newly acquired shares from vested awards and the 40 shares withheld to cover tax liabilities associated with the vesting.

What EXPD equity awards does the CFO still hold after vesting?

Following the reported activity, the CFO continues to hold 312 restricted stock units and 4.524 dividend equivalent rights tied to EXPD common stock. Each RSU and dividend equivalent right represents a contingent right to receive the economic equivalent of one common share.

Were the EXPD transactions open-market buys or sells by the CFO?

The filing shows no open-market buys or sells of EXPD stock. Instead, it records derivative exercises of RSUs and dividend equivalent rights and a tax-withholding disposition, a routine compensation-related adjustment rather than discretionary trading in the company’s shares.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:47 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
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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)
05/06/2026

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	05/06/2026		M		156	A	$0	478.072	D
Common Stock	05/06/2026		M		1	A	$0	479.072	D
Common Stock	05/06/2026		F		40	D	$153.08	439.072	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units - 2025 RSUs	$0	05/06/2026		M			156	(1)	(1)	Common Stock	156	$0	312	D
Dividend Equivalent Rights - 2025 RSUs	$0	05/06/2026		M			1	(1)	(1)	Common Stock	1	$0	4.524	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 6, 2026.

	Diane Heffner, Stock Plan Administrator, attorney-in-fact	05/08/2026
	** 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)