Expeditors (NASDAQ: EXPD) CEO logs equity grant and tax share withholding

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC President and CEO Daniel R. Wall reported equity compensation activity in company stock. On February 25, 2026, he acquired 10,181 shares of common stock at $0.00 per share from the settlement of a 2023 performance share unit award, including dividend equivalents. On the same date, 4,081 shares were disposed of at $138.83 per share to cover tax withholding obligations related to that award, meaning this was not an open-market sale. After these transactions, he directly owned 66,631.6283 shares of common stock.

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^*

Wall Daniel R

(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)
	President and CEO

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		10,181(1)	A	$0	70,712.6283	D
Common Stock	02/25/2026		F		4,081(2)	D	$138.83	66,631.6283	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 CEO Daniel R. Wall report on this Form 4?

Daniel R. Wall reported receiving 10,181 shares of EXPD common stock from settlement of a 2023 performance share unit award and the withholding of 4,081 shares to satisfy related tax obligations. These transactions reflect equity compensation, not open-market buying or selling activity.

How many EXPD shares did the CEO acquire through equity awards on February 25, 2026?

On February 25, 2026, the EXPD CEO acquired 10,181 shares of common stock at $0.00 per share upon settlement of a 2023 performance share unit award, including dividend equivalent rights. This increased his direct ownership before any tax withholding-related share disposition.

Were any of Daniel R. Wall’s EXPD share transactions open-market sales or purchases?

No, the Form 4 shows no open-market sales or purchases. Shares were acquired through settlement of a 2023 performance share unit award and 4,081 shares were withheld by the issuer to cover tax obligations, a non-market tax-withholding disposition rather than a discretionary stock sale.

How many EXPD shares were withheld to cover taxes on the CEO’s award settlement?

A total of 4,081 EXPD common shares were withheld at $138.83 per share to satisfy tax withholding obligations tied to settlement of a 2023 performance share unit award. This method pays required taxes using shares instead of separate cash payments by the executive.

What is Daniel R. Wall’s EXPD share ownership after these Form 4 transactions?

Following the reported transactions, Daniel R. Wall directly owned 66,631.6283 shares of EXPD common stock. This figure reflects the net position after receiving 10,181 shares from a 2023 performance share unit award and the withholding of 4,081 shares for associated tax obligations.

What is the source of the EXPD shares granted to the CEO in this Form 4?

The 10,181 EXPD shares granted to the CEO came from settlement of a 2023 performance share unit award for the annual performance period ended December 31, 2025. The award also included dividend equivalent rights that increased the number of shares delivered upon settlement.