Expeditors CEO RSUs vest, shares withheld for tax

EXPEDITORS INTERNATIONAL OF WASHINGTON INC President and CEO Daniel R. Wall reported routine equity compensation activity involving restricted stock units and related tax withholding.

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC President and CEO Daniel R. Wall reported routine equity compensation activity involving restricted stock units and related tax withholding. On May 7, 2026, he exercised rights linked to 1,738 common shares from 2024 RSUs and associated dividend equivalent rights at a conversion price of $0.0000 per share, reflecting vesting rather than an open-market purchase.

To cover tax obligations, 644 common shares were disposed of at $151.2400 per share through a tax-withholding mechanism, which is not an open-market sale. Following these transactions, he directly held about 68,691.6283 common shares. Footnotes explain that each RSU and dividend equivalent right represents the economic equivalent of one common share and that these awards vested on May 7, 2026.

Insider Trade Summary

1,738 shares exercised/converted

Exercise 5 txns

Insider Wall Daniel R

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units - 2024 RSUs	1,697	$0.00	$0.00
Exercise	Dividend Equivalent Rights - 2024 RSUs	41	$0.00	$0.00
Exercise	Common Stock	1,697	$0.00	$0.00
Exercise	Common Stock	41	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	644	$151.24	$97K

Holdings After Transaction: Restricted Stock Units - 2024 RSUs — 1,697 contracts (Direct); Dividend Equivalent Rights - 2024 RSUs — 41.331 contracts (Direct); Common Stock — 68,691.6283 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 7, 2026.

Key Figures

Tax-withholding shares: 644 shares Tax-withholding price: $151.2400/share RSU-related exercises: 1,738 shares +3 more

6 metrics

Tax-withholding shares 644 shares Common stock disposed at $151.2400 per share for tax withholding

Tax-withholding price $151.2400/share Price for 644 common shares used to satisfy tax liability

RSU-related exercises 1,738 shares Common shares underlying 2024 RSUs and dividend equivalent rights exercised

Post-transaction holdings 68,691.6283 shares Common stock directly held by CEO after transactions

Dividend equivalent rights balance 41.3310 units Dividend equivalent rights remaining after conversion transaction

Restricted Stock Units balance 1,697.0000 units 2024 RSUs shown in derivative holdings after exercise activity

Key Terms

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

5 terms

Restricted Stock Units financial

"Restricted Stock Units - 2024 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 - 2024 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 security financial

"transaction_code_description": "Exercise or conversion of derivative security""

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.

contingent right financial

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

FAQ

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

What insider transactions did EXPD CEO Daniel R. Wall report on May 7, 2026?

Daniel R. Wall reported vesting-related equity transactions on May 7, 2026. He exercised rights tied to 1,738 common shares from 2024 RSUs and dividend equivalent rights, and some shares were withheld to pay taxes rather than sold in the open market.

Did the EXPD CEO buy or sell common stock on the open market in this Form 4?

The Form 4 does not show open-market buys or sells. It records compensation-related exercises of restricted stock units and dividend equivalent rights, plus a tax-withholding disposition of 644 shares at $151.2400 per share to satisfy tax liabilities on the vesting.

How many EXPD shares did Daniel R. Wall hold after these reported transactions?

After the reported transactions, Daniel R. Wall directly held approximately 68,691.6283 shares of Expeditors common stock. This figure, shown in the filing, reflects his position after both the RSU and dividend equivalent exercises and the associated tax-withholding share disposition.

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

The 2024 RSUs and dividend equivalent rights are stock-based awards tied to Expeditors common shares. Each unit or right represents the economic equivalent of one share, and the filing notes that these awards vested on May 7, 2026, triggering the reported exercises.

How many EXPD shares were withheld for taxes in the CEO’s May 7, 2026 transactions?

The filing shows 644 Expeditors common shares were disposed of at $151.2400 per share as a tax-withholding disposition. This method delivers shares to cover tax liabilities owed on the vesting of restricted stock units, rather than an elective open-market share sale.

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

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Accepted by SEC EDGAR 05/11/2026 - 01:45 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^*

Wall Daniel 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 and CEO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		M		1,697	A	$0	69,294.6283	D
Common Stock	05/07/2026		M		41	A	$0	69,335.6283	D
Common Stock	05/07/2026		F		644	D	$151.24	68,691.6283	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 - 2024 RSUs	$0	05/07/2026		M			1,697	(1)	(1)	Common Stock	1,697	$0	1,697	D
Dividend Equivalent Rights - 2024 RSUs	$0	05/07/2026		M			41	(1)	(1)	Common Stock	41	$0	41.331	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.
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* Form 4: SEC 1474 (03-26)