Expeditors exec settles RSUs, covers taxes

EXPEDITORS INTERNATIONAL OF WASHINGTON INC president Blake R. Bell reported routine equity compensation activity involving RSUs and related tax withholding.

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC president Blake R. Bell reported routine equity compensation activity involving RSUs and related tax withholding. On May 1, 2026, RSUs and associated dividend equivalent rights from a 2023 grant vested and converted into common stock at no cash exercise price.

In connection with this vesting, 1,115 shares of common stock were disposed of in a tax-withholding disposition at $147.89 per share to cover tax obligations, rather than an open-market sale. Following these transactions, Bell directly holds 59,172.4324 shares of common stock. No remaining derivative position from these specific RSUs and dividend equivalents is shown.

Insider Trade Summary

3,012 shares exercised/converted

Exercise 6 txns

Insider Bell Blake R

Role President Global Business Dev

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units ("RSUs")	0.431	$0.00	$0.00
Exercise	Restricted Stock Units ("RSUs")	2,907.431	$0.00	$0.00
Exercise	Dividend Equivalent Rights - 2023 RSUs	104.569	$0.00	$0.00
Exercise	Common Stock	2,907.431	$0.00	$0.00
Exercise	Common Stock	104.569	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,115	$147.89	$165K

Holdings After Transaction: Restricted Stock Units ("RSUs") — 0 contracts (Direct); Dividend Equivalent Rights - 2023 RSUs — 0 contracts (Direct); Common Stock — 59,172.4324 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: 1,115 shares Tax-withholding price: $147.89/share RSUs vested: 2,907.431 units +3 more

6 metrics

Tax-withholding shares 1,115 shares Common stock used for tax-withholding disposition at $147.89/share

Tax-withholding price $147.89/share Price for 1,115 shares delivered to cover tax liability

RSUs vested 2,907.431 units Restricted Stock Units from 2023 grant vesting into common stock

Dividend equivalent rights vested 104.569 rights Dividend Equivalent Rights vesting into common stock equivalents

Post-transaction holdings 59,172.4324 shares Common stock held directly after RSU vesting and tax withholding

Derivative exercises 3,012 shares Exercise/conversion of derivative awards per transaction summary

Key Terms

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

5 terms

Restricted Stock Units ("RSUs") financial

"Restricted Stock Units ("RSUs") vested and converted into common stock at no cash price"

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 represent the economic equivalent of one common share"

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

"A tax-withholding disposition of 1,115 common shares was used to pay tax liability"

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 security financial

"Form 4 describes exercise or conversion of derivative security into common stock"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

grant, award, or other acquisition financial

"Code A reflects a grant, award, or other acquisition of RSUs"

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Accepted by SEC EDGAR 05/05/2026 - 01:34 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^*

Bell Blake R

(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)
	President Global Business Dev

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		2,907.431	A	$0	60,182.8634	D
Common Stock	05/01/2026		M		104.569	A	$0	60,287.4324	D
Common Stock	05/01/2026		F		1,115	D	$147.89	59,172.4324	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		0.431		(1)	(1)	Common Stock	0.431	$0	2,907.431	D
Restricted Stock Units ("RSUs")	$0	05/01/2026		M			2,907.431	(1)	(1)	Common Stock	2,907.431	$0	0	D
Dividend Equivalent Rights - 2023 RSUs	$0	05/01/2026		M			104.569	(1)	(1)	Common Stock	104.569	$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.
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)