EXPD (EXPD) senior counsel gets stock award, shares withheld for taxes

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC Senior VP, General Counsel and Corporate Secretary Jeffrey F. Dickerman reported equity compensation activity in Common Stock. On February 25, 2026, he acquired 4,523 shares at no cost from the settlement of a 2023 performance share unit award covering the performance period ended December 31, 2025, including related dividend equivalents. To cover tax withholding on this settlement, 1,854 shares were disposed of by share withholding at a price of $138.83 per share. After these transactions, his directly held Common Stock position was 8,819.6674 shares.

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

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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^*

Dickerman Jeffrey F

(Last) (First) (Middle)

3545 FACTORIA BLVD SE

STERLING PLAZA 2, 3RD FLOOR

(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)
02/25/2026

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	02/25/2026		A		4,523(1)	A	$0	10,673.6674	D
Common Stock	02/25/2026		F		1,854(2)	D	$138.83	8,819.6674	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

Explanation of Responses:

1. Represents shares of Common Stock received upon settlement of a 2023 performance share unit award ("PSU Award"), including Dividend Equivalent Rights, for the annual performance period ended December 31, 2025.

2. Represents shares of Common Stock withheld by the Issuer to satisfy the tax withholding obligation in connection with settlement of a 2023 PSU Award issued net of tax as required by the 2023 award agreement.

	Diane Heffner, Stock Plan Administrator, attorney-in-fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did EXPD executive Jeffrey F. Dickerman report?

Jeffrey F. Dickerman reported receiving 4,523 shares of EXPD Common Stock from settling a 2023 performance share unit award, and 1,854 shares were withheld to cover tax obligations at $138.83 per share, leaving him with 8,819.6674 directly owned shares.

Was the EXPD Form 4 transaction a market buy or sell of shares?

The Form 4 reports equity award-related activity, not open-market trading. Dickerman received 4,523 shares as a grant settlement and 1,854 shares were disposed of through tax withholding, a non-market transaction used to satisfy tax liabilities under the award agreement.

How many EXPD shares did Jeffrey F. Dickerman hold after the reported Form 4 transactions?

After the reported transactions, Jeffrey F. Dickerman directly held 8,819.6674 shares of EXPD Common Stock. This figure reflects both the receipt of 4,523 shares from a 2023 PSU settlement and the 1,854 shares withheld to satisfy related tax obligations.

What award underlies the EXPD shares granted to Jeffrey F. Dickerman?

The shares granted to Dickerman came from settlement of a 2023 performance share unit award. This award, including Dividend Equivalent Rights, was based on an annual performance period that ended on December 31, 2025, and was settled in 4,523 shares of Common Stock.

Why were 1,854 EXPD shares disposed of in Jeffrey F. Dickerman’s Form 4?

The 1,854 shares were withheld by the issuer to cover tax obligations linked to the 2023 performance share unit award settlement. This tax-withholding disposition, at $138.83 per share, is treated as payment of tax liability rather than a discretionary market sale.

What was the price involved in the EXPD tax-withholding share disposition?

The tax-withholding disposition used a price of $138.83 per EXPD share. At this price, 1,854 shares of Common Stock were withheld by the issuer to satisfy tax liabilities arising from the settlement of Jeffrey F. Dickerman’s 2023 performance share unit award.