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  4. [Form 4] EXPEDITORS INTERNATIONAL OF WASHINGTON INC Insider Trading Activity

EXPD (EXPD) CEO receives dividend equivalent rights tied to RSU grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wall Daniel R reported acquisition or exercise transactions in this Form 4 filing.

EXPEDITORS INTERNATIONAL OF WASHINGTON INC President and CEO Daniel R. Wall received additional equity-linked compensation, not common share purchases or sales. The Form 4 shows grants of dividend equivalent rights tied to restricted stock units from 2024, 2025, and 2026 awards. These rights give him the economic equivalent of common shares as dividends are paid and will vest in step with the underlying restricted stock units. Following these transactions, he directly holds 68,691.6283 common shares, while the new awards increase his derivative-based exposure without changing his direct common share count.

Positive

  • None.

Negative

  • None.
Insider Wall Daniel R
Role President and CEO
Type Security Shares Price Value
Grant/Award Dividend Equivalent Rights - 2024 RSUs 8.626 $0.00 $0.00
Grant/Award Dividend Equivalent Rights - 2025 RSUs 93.63 $0.00 $0.00
Grant/Award Dividend Equivalent Rights - 2026 RSUs 100.487 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Dividend Equivalent Rights - 2024 RSUs — 49.957 shares (Direct); Dividend Equivalent Rights - 2025 RSUs — 313.795 shares (Direct); Dividend Equivalent Rights - 2026 RSUs — 100.487 shares (Direct); Common Stock — 68,691.6283 shares (Direct)
Footnotes (3)
  1. F1. 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.
  2. F2. 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.
  3. F3. 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 2026 grant of restricted stock units and vest proportionately with the restricted stock units to which they relate.
Direct common shares held 68,691.6283 shares Direct EXPD common stock after transactions
2026 RSU dividend equivalent rights granted 100.4870 rights Dividend Equivalent Rights - 2026 RSUs on June 15, 2026
2025 RSU dividend equivalent rights granted 93.6300 rights Dividend Equivalent Rights - 2025 RSUs on June 15, 2026
2024 RSU dividend equivalent rights granted 8.6260 rights Dividend Equivalent Rights - 2024 RSUs on June 15, 2026
2025 RSU dividend rights total after grant 313.7950 rights Total Dividend Equivalent Rights - 2025 RSUs following transaction
2024 RSU dividend rights total after grant 49.9570 rights Total Dividend Equivalent Rights - 2024 RSUs following transaction
Dividend Equivalent Rights financial
"Dividend Equivalent Rights - 2026 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.
restricted stock units financial
"accrued in respect of the 2024 grant of restricted stock units"
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.
contingent right financial
"Each dividend equivalent right represents a contingent right to receive the economic equivalent"
economic equivalent of one common share financial
"represents a contingent right to receive the economic equivalent of one common share"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did EXPD CEO Daniel R. Wall report in this Form 4?
Daniel R. Wall reported grants of dividend equivalent rights linked to prior restricted stock unit awards. These awards provide the economic equivalent of common shares as dividends are paid and vest alongside the underlying RSUs, without involving any open-market stock purchases or sales.

How many EXPD dividend equivalent rights did the CEO receive on June 15, 2026?
On June 15, 2026, the CEO received 100.4870 dividend equivalent rights for 2026 RSUs, 93.6300 for 2025 RSUs, and 8.6260 for 2024 RSUs. Each right represents the economic equivalent of one EXPD common share when dividends are paid and as units vest.

Do these EXPD Form 4 transactions involve the CEO buying or selling common stock?
The transactions do not involve buying or selling EXPD common stock. They are grants of derivative awards called dividend equivalent rights, tied to existing restricted stock units, and are part of equity compensation rather than open-market trading in the company’s shares.

How many EXPD common shares does the CEO hold after these transactions?
After these reported transactions, the CEO directly holds 68,691.6283 EXPD common shares. This figure reflects his direct ownership position and is separate from the newly awarded dividend equivalent rights, which are derivative rights linked to restricted stock unit grants.

How do the EXPD dividend equivalent rights for the CEO vest over time?
The dividend equivalent rights vest proportionately with the restricted stock units from the 2024, 2025, and 2026 grants. As each related RSU tranche vests, the corresponding dividend equivalent rights tied to that grant also vest, delivering the economic value of EXPD common shares.
SEC Form 4
FORM 4UNITED 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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock68,691.6283D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights - 2024 RSUs$006/15/2026A8.626 (1) (1)Common Stock8.626$049.957D
Dividend Equivalent Rights - 2025 RSUs$006/15/2026A93.63 (2) (2)Common Stock93.63$0313.795D
Dividend Equivalent Rights - 2026 RSUs$006/15/2026A100.487 (3) (3)Common Stock100.487$0100.487D
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 2024 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 2025 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 2026 grant of restricted stock units and vest proportionately with the restricted stock units to which they relate.
Diane Heffner, Stock Plan Administrator, attorney-in-fact06/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR