Expeditors (EXPD) Form 4: Routine Dividend Rights Award to SVP Dickerman

Rhea-AI Filing Summary

Expeditors International of Washington, Inc. (EXPD) filed a Form 4 on 18 June 2025 disclosing insider activity by Jeffrey F. Dickerman, the company’s Senior Vice President, General Counsel and Corporate Secretary.

Non-derivative holdings: Following the reported transactions, Dickerman directly owns 8,948.2771 common shares. The filing does not list any open-market purchase or sale of common stock; therefore the share count reflects prior holdings plus routine adjustments.

Derivative activity: On 16 June 2025, Dickerman automatically received dividend-equivalent rights (DERs) linked to previously granted restricted stock units (RSUs):

• 2023 RSU grant: 5.243 DERs acquired
• 2024 RSU grant: 10.211 DERs acquired
• 2025 RSU grant: 19.586 DERs acquired

Each DER represents the economic value of one common share and vests proportionately with the underlying RSUs. The reference price disclosed for the DERs is $115.11, matching EXPD’s dividend valuation date. After the award, the executive holds 24.104, 28.66 and 19.586 DERs linked to the 2023, 2024 and 2025 RSU tranches, respectively.

Materiality assessment: The cumulative addition of 35.04 share-equivalent units is immaterial relative to EXPD’s 158 million outstanding shares and does not signal a directional view. The filing appears to be a routine dividend-accrual update rather than an active purchase or sale.

Insights

Securities Analyst

TL;DR: Routine Form 4 shows small dividend-equivalent accruals; no open-market buying or selling, therefore negligible impact on EXPD valuation.

The award of 35.04 DERs is purely mechanical, triggered by the company’s cash dividend on outstanding RSUs. Because these rights vest in line with existing RSU schedules, they do not alter near-term share count, cash flow or insider sentiment. Dickerman’s direct stock ownership remains below 9,000 shares, unchanged from prior filings except for dividend adjustments. From a governance standpoint, the filing satisfies Section 16 compliance but offers no new insight into management’s outlook or capital strategy. Investors can treat this as administrative.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Dickerman Jeffrey F

Role Senior VP/Gen Counsel/Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights - 2023 RSUs	5.243	$115.11	$603.52
Grant/Award	Dividend Equivalent Rights - 2024 RSUs	10.211	$115.11	$1K
Grant/Award	Dividend Equivalent Rights - 2025 RSUs	19.586	$115.11	$2K
holding	Common Stock	--	--	--

Holdings After Transaction: Dividend Equivalent Rights - 2023 RSUs — 24.104 shares (Direct); Dividend Equivalent Rights - 2024 RSUs — 28.66 shares (Direct); Dividend Equivalent Rights - 2025 RSUs — 19.586 shares (Direct); Common Stock — 8,948.277 shares (Direct)

Footnotes (1)

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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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)

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)
	Senior VP/Gen Counsel/Corp Sec

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								8,948.2771	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		19.586		(3)	(3)	Common Stock	19.586	$115.11	19.586	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).
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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FAQ

Who filed the latest Form 4 for EXPD on 18 June 2025?

Senior VP, General Counsel & Corporate Secretary Jeffrey F. Dickerman filed the Form 4.

How many common EXPD shares does Jeffrey Dickerman now own?

He directly owns 8,948.2771 common shares after the reported transactions.

What derivative securities were reported in the EXPD Form 4?

Dividend-equivalent rights tied to the 2023, 2024 and 2025 RSU grants, totaling 35.04 share-equivalents.

Was there any open-market purchase or sale by the insider?

No. The filing only records automatic accrual of dividend-equivalent rights; no common stock was bought or sold.

What reference price was assigned to the dividend-equivalent rights?

The company disclosed a price of $115.11 per right, matching the dividend valuation date.