[Form 4] Expeditors International of Washington, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview – Expeditors International of Washington (EXPD)

On 16 Jun 2025, Senior VP & CFO Bradley S. Powell reported routine acquisitions of dividend-equivalent rights (DERs) that accrue on previously granted restricted stock units (RSUs). No common shares were bought or sold; the filing simply records automatic adjustments triggered by the company’s quarterly cash dividend.

• 2023 RSU grant: 11.793 DERs acquired; post-transaction balance 52.760.
• 2024 RSU grant: 22.983 DERs acquired; post-transaction balance 64.760.
• 2025 RSU grant: 36.844 DERs acquired; post-transaction balance 36.844.

The reference price disclosed for the DERs is $115.11 per share, matching the dividend calculation basis. Following the accruals, Powell directly owns 12,340.0367 EXPD common shares and the derivative balances listed above. Ownership remains direct; no dispositions occurred and no Rule 10b5-1 trading plan box was checked. The activity is administrative in nature and does not alter the executive’s economic exposure to EXPD common stock.

Insights

Financial Analyst

TL;DR CFO accrued 71.62 dividend rights; no share sales; neutral for investors.

The filing reflects non-cash accruals tied to cash dividends on existing RSUs. Because DERs vest concurrently with the underlying RSUs, the economic impact is minimal and fully anticipated. The CFO’s direct share count stays constant at 12,340.0367, signalling continued alignment but offering no incremental insight into management’s outlook. With no purchases, sales, or option exercises, the disclosure is operationally routine and should not influence valuation models or liquidity assumptions.

Corporate Governance Expert

TL;DR Routine DER accrual; no governance red flags or strategic signals.

Dividend-equivalent accruals are standard practice to keep RSU holders economically whole when cash dividends are paid. The absence of dispositions or hedging activity suggests no deviation from EXPD’s insider-trading policy. All shares remain under direct ownership, which preserves transparency of beneficial interest. Consequently, the filing is administrative and carries no material governance implications.

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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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^*

POWELL BRADLEY S

(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 - CFO

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								12,340.0367	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		11.793		(1)	(1)	Common Stock	11.793	$115.11	52.76	D
Dividend Equivalent Rights - 2024 RSUs	(2)	06/16/2025		A		22.983		(2)	(2)	Common Stock	22.983	$115.11	64.76	D
Dividend Equivalent Rights - 2025 RSUs	(3)	06/16/2025		A		36.844		(3)	(3)	Common Stock	36.844	$115.11	36.844	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.
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.

FAQ

How many EXPD common shares does CFO Bradley S. Powell own after the June 16 2025 filing?

12,340.0367 shares held in direct ownership.

What securities were reported in the June 16 2025 Form 4 for EXPD?

Only dividend-equivalent rights related to 2023-2025 RSU grants were reported; no common shares were traded.

What is a dividend-equivalent right in Expeditors International RSUs?

Each right grants the holder the economic value of one common share for dividends paid, vesting alongside the underlying RSUs.

Did the CFO sell any EXPD shares in this Form 4 filing?

No. The filing shows zero dispositions; it records automatic DER accruals only.

At what reference price were the DERs recorded?

The filing lists a $115.11 price for each dividend-equivalent right.