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EXPD (NASDAQ: EXPD) CEO logs RSU vesting, tax withholding and holds ~70,979 shares

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

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC President and CEO Daniel R. Wall reported compensation-related share activity tied to vesting of restricted stock units. On May 6, 2026, 9,324 "Restricted Stock Units - 2025 RSUs" and 110 "Dividend Equivalent Rights - 2025 RSUs" converted into common stock, reflecting RSUs and DERs that vested on that date.

To cover tax obligations, 3,491 common shares were disposed of through a tax-withholding transaction at $153.08 per share, rather than an open-market sale. After these transactions, Wall directly holds about 70,979 shares of common stock, indicating a routine exercise-and-tax-withholding pattern rather than a discretionary buy or sell.

Positive

  • None.

Negative

  • None.
Insider Wall Daniel R
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units - 2025 RSUs 9,324 $0.00 $0.00
Exercise Dividend Equivalent Rights - 2025 RSUs 110 $0.00 $0.00
Exercise Common Stock 9,324 $0.00 $0.00
Exercise Common Stock 110 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 3,491 $153.08 $534K
Holdings After Transaction: Restricted Stock Units - 2025 RSUs — 18,648 shares (Direct); Dividend Equivalent Rights - 2025 RSUs — 220.165 shares (Direct); Common Stock — 67,597.6283 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.
Tax-withheld shares 3,491 shares Common stock disposed to cover taxes at $153.08 on May 6, 2026
Tax-withholding price $153.08 per share Value used for 3,491-share tax-withholding disposition
Vested RSUs converted 9,324 units Restricted Stock Units - 2025 RSUs converted to common stock on May 6, 2026
Vested DERs converted 110 units Dividend Equivalent Rights - 2025 RSUs converted to common stock on May 6, 2026
Common shares held 70,978.6283 shares Total EXPD common stock directly owned following transactions
Remaining RSUs 18,648.0000 units Restricted Stock Units - 2025 RSUs derivative balance after vesting transaction
Remaining DERs 220.1650 units Dividend Equivalent Rights - 2025 RSUs derivative balance after conversion
Restricted Stock Units - 2025 RSUs financial
"Restricted Stock Units - 2025 RSUs vested and converted into common stock on May 6, 2026"
Dividend Equivalent Rights - 2025 RSUs financial
"Dividend Equivalent Rights - 2025 RSUs vested and converted into common stock on May 6, 2026"
tax-withholding disposition financial
"Common stock transaction coded F represents a tax-withholding disposition of 3,491 shares"
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 exercise/conversion financial
"Transactions coded M reflect derivative exercise/conversion of RSUs and DERs into common stock"
contingent right financial
"Each RSU and DER 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 insider transactions did EXPD CEO Daniel R. Wall report on May 6, 2026?
Daniel R. Wall reported vesting-related transactions on May 6, 2026. 9,324 restricted stock units and 110 dividend equivalent rights converted into common stock, and 3,491 shares were withheld to cover taxes, reflecting routine compensation events rather than discretionary market trades.

How many EXPD shares were withheld for taxes in Daniel R. Wall’s latest Form 4?
The Form 4 shows 3,491 shares of EXPD common stock were disposed of in a tax-withholding transaction. These shares were valued at $153.08 each and used to satisfy tax obligations arising from the vesting and conversion of restricted stock units and dividend equivalent rights.

Did EXPD CEO Daniel R. Wall sell shares in the open market?
The filing indicates a tax-withholding disposition of 3,491 shares at $153.08, not an open-market sale. Shares were delivered to cover tax liabilities from vesting RSUs and dividend equivalent rights, making this a mechanical compensation-related event rather than a discretionary stock sale.

How many EXPD shares does Daniel R. Wall hold after these transactions?
After the reported May 6, 2026 transactions, Daniel R. Wall directly holds about 70,979 shares of EXPD common stock. This total reflects the newly acquired shares from vested awards, net of shares withheld to satisfy associated tax obligations under the company’s equity compensation arrangements.

What equity awards for EXPD’s CEO vested on May 6, 2026?
The footnote explains that 2025 restricted stock units (RSUs) and dividend equivalent rights (DERs) vested on May 6, 2026. Each RSU and DER represents a contingent right to receive the economic equivalent of one common share, which then converted into EXPD common stock on that vesting date.
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)
05/06/2026		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 Stock05/06/2026M9,324A$070,978.6283D
Common Stock05/06/2026M110A$071,088.6283D
Common Stock05/06/2026F3,491D$153.0867,597.6283D
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
Restricted Stock Units - 2025 RSUs$005/06/2026M9,324 (1) (1)Common Stock9,324$018,648D
Dividend Equivalent Rights - 2025 RSUs$005/06/2026M110 (1) (1)Common Stock110$0220.165D
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-fact05/08/2026
** 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