Expeditors executive settles RSUs with tax share withholding

Expeditors International of Washington executive Blake R. Bell reported compensation-related share activity.

Rhea-AI Filing Summary

Expeditors International of Washington executive Blake R. Bell reported compensation-related share activity. On May 6, 2026, he exercised Restricted Stock Units and related Dividend Equivalent Rights that together delivered 3,134 shares of common stock. These awards vested on May 6, 2026, and represent the economic equivalent of common shares.

To cover tax obligations, 1,160 shares were disposed of at $153.08 per share through a tax-withholding transaction rather than an open-market sale. After these transactions, Bell directly owned 61,146.4324 shares of Expeditors common stock, reflecting a routine equity compensation event rather than a discretionary purchase or sale.

Insider Trade Summary

3,134 shares exercised/converted

Exercise 5 txns

Insider Bell Blake R

Role President Global Business Dev

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units - 2025 RSUs	3,098	$0.00	$0.00
Exercise	Dividend Equivalent Rights - 2025 RSUs	36	$0.00	$0.00
Exercise	Common Stock	3,098	$0.00	$0.00
Exercise	Common Stock	36	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,160	$153.08	$178K

Holdings After Transaction: Restricted Stock Units - 2025 RSUs — 6,196 contracts (Direct); Dividend Equivalent Rights - 2025 RSUs — 73.701 contracts (Direct); Common Stock — 61,146.4324 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 6, 2026.

Key Figures

Tax-withholding shares: 1,160 shares at $153.08 Shares from equity award exercises: 3,134 shares Post-transaction common shares: 61,146.4324 shares +2 more

5 metrics

Tax-withholding shares 1,160 shares at $153.08 Shares disposed of to cover tax liability on May 6, 2026

Shares from equity award exercises 3,134 shares Common stock received from RSU and DER exercises on May 6, 2026

Post-transaction common shares 61,146.4324 shares Direct Expeditors common stock holdings after reported transactions

Remaining RSUs 6,196.0000 units Restricted Stock Units balance following the derivative transaction

Remaining DERs 73.7010 units Dividend Equivalent Rights balance following the derivative transaction

Key Terms

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

FAQ

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

What insider transactions did EXPD executive Blake R. Bell report on May 6, 2026?

Blake R. Bell reported exercising equity awards that delivered 3,134 Expeditors common shares and a related tax-withholding disposition of 1,160 shares. These transactions reflect vesting and settlement of Restricted Stock Units and Dividend Equivalent Rights rather than open-market buying or selling.

Did Blake R. Bell buy or sell EXPD shares on the open market in this Form 4?

No open-market purchases or sales were reported. The Form 4 shows option-like exercises of Restricted Stock Units and Dividend Equivalent Rights, plus 1,160 shares disposed of solely to satisfy tax liabilities at $153.08 per share, a standard withholding mechanism for vested equity awards.

How many EXPD shares does Blake R. Bell hold after these Form 4 transactions?

Following the reported transactions, Blake R. Bell directly holds 61,146.4324 shares of Expeditors common stock. This total reflects the net effect of receiving 3,134 shares from vested equity awards and the tax-withholding disposition of 1,160 shares associated with those awards.

What equity awards vested for Blake R. Bell at Expeditors (EXPD)?

Restricted Stock Units and Dividend Equivalent Rights labeled as 2025 RSUs and related DERs vested for Blake R. Bell on May 6, 2026. Each RSU and DER represents a contingent right to receive the economic equivalent of one Expeditors common share upon vesting and settlement.

How many EXPD shares were used to cover Blake R. Bell’s tax obligations?

A total of 1,160 Expeditors common shares were disposed of at $153.08 per share to satisfy tax liabilities. This transaction is coded as a tax-withholding disposition, meaning the shares were delivered to cover taxes rather than sold in the open market for investment purposes.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:26 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)
05/06/2026

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		3,098	A	$0	62,270.4324	D
Common Stock	05/06/2026		M		36	A	$0	62,306.4324	D
Common Stock	05/06/2026		F		1,160	D	$153.08	61,146.4324	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 - 2025 RSUs	$0	05/06/2026		M			3,098	(1)	(1)	Common Stock	3,098	$0	6,196	D
Dividend Equivalent Rights - 2025 RSUs	$0	05/06/2026		M			36	(1)	(1)	Common Stock	36	$0	73.701	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.
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)