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EXPEDITORS (EXPD) SVP Schoonover exercises RSUs and withholds shares for tax

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

EXPEDITORS INTERNATIONAL OF WASHINGTON INC SVP Gabe O. Schoonover reported routine equity compensation activity. On May 1, 2026, he exercised restricted stock units and related dividend equivalent rights covering 129.0000 shares of common stock, and 32.0000 shares were disposed of at $147.8900 per share to satisfy tax obligations.

Following these transactions, Schoonover holds 140.0000 common shares directly and 124.2240 restricted stock units, each representing the economic equivalent of one common share, as described in the footnote.

Positive

  • None.

Negative

  • None.
Insider Schoonover Gabe O
Role SVP - Global Ent Svc & CSO
Type Security Shares Price Value
Grant/Award Restricted Stock Units ("RSUs") 0.224 $0.00 $0.00
Exercise Restricted Stock Units ("RSUs") 124.224 $0.00 $0.00
Exercise Dividend Equivalent Rights - 2023 RSUs 4.776 $0.00 $0.00
Exercise Common Stock 124.224 $0.00 $0.00
Exercise Common Stock 4.776 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 32 $147.89 $5K
Holdings After Transaction: Restricted Stock Units ("RSUs") — 0 shares (Direct); Dividend Equivalent Rights - 2023 RSUs — 0 shares (Direct); Common Stock — 108 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 1, 2026.
Tax-withheld shares 32.0000 shares Disposed at $147.8900 per share to cover tax obligations on May 1, 2026
Tax disposition price $147.8900 per share Price for 32.0000 EXPD shares used for tax-withholding disposition
Shares from RSU and DER exercises 129.0000 shares Total common shares acquired via derivative exercises on May 1, 2026
Common shares held after transactions 140.0000 shares Direct EXPD common stock ownership following Form 4 transactions
RSUs outstanding after transactions 124.2240 RSUs Restricted Stock Units remaining after vesting and awards tied to 2023 RSUs
Dividend Equivalent Rights exercised 4.7760 units DERs on 2023 RSUs converted into an equivalent number of common shares
Restricted Stock Units ("RSUs") financial
"Restricted Stock Units ("RSUs")"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Dividend Equivalent Rights financial
"Dividend Equivalent Rights - 2023 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.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
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
"transaction_action": "derivative exercise/conversion""
Grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""

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FAQ

What insider transactions did EXPD executive Gabe Schoonover report on May 1, 2026?

Gabe O. Schoonover reported exercising equity awards into 129.0000 shares of EXPD common stock and a related tax-withholding disposition of 32.0000 shares. These movements stem from vested restricted stock units and dividend equivalent rights rather than open-market buying or selling.

Did Gabe Schoonover buy or sell EXPD stock on the open market?

The filing does not show any open-market purchases or sales. It reports derivative exercises of restricted stock units and dividend equivalent rights, plus a tax-withholding disposition of 32.0000 shares at $147.8900 per share to cover obligations tied to those awards.

How many EXPD common shares does Gabe Schoonover hold after these Form 4 transactions?

After the reported transactions, Schoonover directly holds 140.0000 shares of EXPD common stock. This reflects the net result of exercising equity awards and the separate tax-withholding share disposition disclosed in the Form 4 filing for May 1, 2026.

What EXPD equity awards were involved in Gabe Schoonover’s Form 4 filing?

The filing involves Restricted Stock Units ("RSUs") and Dividend Equivalent Rights related to 2023 RSUs. Each RSU and DER represents the economic equivalent of one common share, and the filing states that these awards vested on May 1, 2026 before being converted into common stock.

How many EXPD restricted stock units does Gabe Schoonover still hold?

Following the transactions, Schoonover holds 124.2240 restricted stock units. Each RSU represents a contingent right to receive the economic equivalent of one EXPD common share, as described in the footnote included with the Form 4 insider filing.
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*
Schoonover Gabe O

(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)
SVP - Global Ent Svc & CSO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
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 Stock05/01/2026M124.224A$0135.224D
Common Stock05/01/2026M4.776A$0140D
Common Stock05/01/2026F32D$147.89108D
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 ("RSUs")$005/01/2026A0.224 (1) (1)Common Stock0.224$0124.224D
Restricted Stock Units ("RSUs")$005/01/2026M124.224 (1) (1)Common Stock124.224$00D
Dividend Equivalent Rights - 2023 RSUs$005/01/2026M4.776 (1) (1)Common Stock4.776$00D
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 1, 2026.
Diane Heffner, Stock Plan Administrator, attorney-in-fact05/05/2026
** 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)