Expeditors executive exercises RSUs, pays taxes in stock

EXPEDITORS INTERNATIONAL OF WASHINGTON INC executive Kelly K. Blacker, President, Global Geographies, reported routine equity compensation activity involving restricted stock units and related dividend equivalents.

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC executive Kelly K. Blacker, President, Global Geographies, reported routine equity compensation activity involving restricted stock units and related dividend equivalents.

On May 7, 2026, RSUs and dividend equivalent rights vested, and she exercised derivative rights into 2,932 shares of common stock. In connection with this vesting, 1,085 shares of common stock were withheld at $151.24 per share to cover tax obligations, a tax-withholding disposition rather than an open-market sale. After these transactions, she directly owned about 18,207.9915 shares of common stock. All related RSU and dividend equivalent derivative positions referenced in this filing were converted on vesting.

Insider Trade Summary

2,932 shares exercised/converted

Exercise 5 txns

Insider Blacker Kelly K

Role President, Global Geographies

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units - 2024 RSUs	2,863	$0.00	$0.00
Exercise	Dividend Equivalent Rights - 2024 RSUs	69	$0.00	$0.00
Exercise	Common Stock	2,863	$0.00	$0.00
Exercise	Common Stock	69	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,085	$151.24	$164K

Holdings After Transaction: Restricted Stock Units - 2024 RSUs — 2,863 contracts (Direct); Dividend Equivalent Rights - 2024 RSUs — 69.639 contracts (Direct); Common Stock — 18,207.9915 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-withheld shares: 1,085 shares Tax reference price: $151.24/share RSU and DER exercises: 2,932 shares +4 more

7 metrics

Tax-withheld shares 1,085 shares Shares withheld to cover tax obligations at $151.24 per share

Tax reference price $151.24/share Value used for 1,085-share tax-withholding disposition

RSU and DER exercises 2,932 shares Common shares from derivative exercises on May 7, 2026

Post-transaction holdings 19,223.9915 shares Common stock directly owned after reported transactions

Dividend Equivalent Rights exercised 69 shares Common shares underlying 2024 DERs converted on vesting

Restricted Stock Units exercised 2,863 shares Common shares underlying 2024 RSUs converted on vesting

Exercise transactions count 2 exercises Derivative exercise events in transaction summary

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"

FAQ

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

What insider transactions did Kelly K. Blacker report at EXPD?

Kelly K. Blacker reported RSU-related transactions, exercising rights into 2,932 common shares and having 1,085 shares withheld for taxes. These moves reflect equity compensation vesting, not open-market buying or selling activity, and leave her with 19,223.9915 directly held shares.

How many EXPD shares were withheld for Kelly Blacker’s taxes?

A total of 1,085 EXPD common shares were withheld to cover Kelly Blacker’s tax obligations at a reference price of $151.24 per share. This tax-withholding disposition is a standard mechanism tied to equity award vesting, not a discretionary sale into the market.

How many EXPD shares did Kelly Blacker acquire from RSU and DER vesting?

Upon vesting, Kelly Blacker acquired economic exposure to 2,932 EXPD common shares through exercising restricted stock units and dividend equivalent rights. These derivative securities converted into common stock as they vested, consistent with the award terms described, without involving open-market purchases.

What is Kelly Blacker’s EXPD shareholding after these Form 4 transactions?

Following the reported transactions, Kelly Blacker directly owns 19,223.9915 shares of EXPD common stock. This figure reflects the net position after RSU and dividend equivalent exercises and the 1,085-share tax withholding, giving a clearer view of her ongoing equity stake in the company.

What are the 2024 RSUs and dividend equivalent rights mentioned for EXPD?

The 2024 RSUs and dividend equivalent rights are equity awards that each represent a contingent right to the economic equivalent of one EXPD common share. According to the disclosure, these RSUs and DERs vested on May 7, 2026, and were then converted into common stock.

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

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Accepted by SEC EDGAR 05/11/2026 - 12:47 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^*

Blacker Kelly K

(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 Geographies

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		2,863	A	$0	19,223.9915	D
Common Stock	05/07/2026		M		69	A	$0	19,292.9915	D
Common Stock	05/07/2026		F		1,085	D	$151.24	18,207.9915	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			2,863	(1)	(1)	Common Stock	2,863	$0	2,863	D
Dividend Equivalent Rights - 2024 RSUs	$0	05/07/2026		M			69	(1)	(1)	Common Stock	69	$0	69.639	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)