Expeditors (EXPD) president receives 4,523 shares, 1,854 withheld for tax

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC president of Global Geographies Kelly K. Blacker received 4,523 shares of common stock on settlement of a 2023 performance share unit award covering the period ended December 31, 2025. The award, including dividend equivalents, was issued at a stated price of $0.00 per share.

The company withheld 1,854 shares at $138.83 per share to cover tax obligations tied to this PSU settlement, a non‑market, tax-withholding disposition rather than an open-market sale. After these transactions, she directly holds 13,886.9915 shares of common stock.

Insider Trade Summary

Net Buyer: 2,669 shares

Net Buy 2 txns

Insider Blacker Kelly K

Role President, Global Geographies

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,523	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,854	$138.83	$257K

Holdings After Transaction: Common Stock — 13,886.9915 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/26/2026 - 05:34 PM Learn about SEC filing dates

FAQ

What insider transactions did EXPD executive Kelly Blacker report on this Form 4?

Kelly Blacker reported receiving 4,523 shares of EXPD common stock from settlement of a 2023 performance share unit award. She also reported 1,854 shares withheld by the company to cover tax obligations related to that award settlement.

Were Kelly Blacker’s EXPD share transactions open-market buys or sells?

The transactions were not open-market trades. She acquired 4,523 shares through a performance share unit award settlement, and 1,854 shares were withheld by the issuer solely to satisfy tax withholding obligations on that award.

How many EXPD shares did Kelly Blacker acquire from the 2023 PSU award?

She acquired 4,523 shares of EXPD common stock from settlement of a 2023 performance share unit award, including Dividend Equivalent Rights, for the annual performance period that ended on December 31, 2025, at a stated price of $0.00 per share.

Why were 1,854 EXPD shares disposed of in Kelly Blacker’s Form 4?

The 1,854 shares reported as disposed were withheld by EXPD at $138.83 per share to satisfy tax withholding obligations tied to the PSU settlement, as required by the 2023 award agreement, rather than being sold in the market.

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

Following the reported grant and tax-withholding disposition, Kelly Blacker directly owns 13,886.9915 shares of EXPD common stock. This figure reflects her direct holdings immediately after both the performance share award settlement and the related share withholding for taxes.

What performance period did Kelly Blacker’s EXPD PSU award cover?

The performance share unit award settled into 4,523 shares of EXPD common stock and related dividend equivalents for an annual performance period that ended on December 31, 2025, as described in the Form 4 footnotes.

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
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^*

Blacker Kelly K

(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, Global Geographies

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	15,740.9915	D
Common Stock	02/25/2026		F		1,854(2)	D	$138.83	13,886.9915	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

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.
* 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).
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