STOCK TITAN

Expeditors (NASDAQ: EXPD) SVP exercises RSUs, small tax share use

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Expeditors International senior vice president Gabe O. Schoonover reported routine equity compensation activity. On May 6, 2026, he exercised restricted stock units and related dividend equivalent rights totaling 142 common shares. To cover tax obligations, 35 shares were withheld at a price of $153.08 per share.

Positive

  • None.

Negative

  • None.
Insider Schoonover Gabe O
Role SVP - Global Ent Svc & CSO
Type Security Shares Price Value
Exercise Restricted Stock Units - 2025 RSUs 141 $0.00 $0.00
Exercise Dividend Equivalent Rights - 2025 RSUs 1 $0.00 $0.00
Exercise Common Stock 141 $0.00 $0.00
Exercise Common Stock 1 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 35 $153.08 $5K
Holdings After Transaction: Restricted Stock Units - 2025 RSUs — 282 shares (Direct); Dividend Equivalent Rights - 2025 RSUs — 3.993 shares (Direct); Common Stock — 215 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 35 shares Shares withheld to cover taxes at $153.08 per share
Tax-withholding price $153.08/share Value used for 35-share tax-withholding disposition
RSU and DER shares exercised 142 shares Exercise of 141 RSUs and 1 dividend equivalent right
Derivative exercises 2 transactions, 142 shares Non-derivative exercises reported with code M on May 6, 2026
Tax-withholding disposition 1 transaction, 35 shares Code F disposition to satisfy tax liability
Restricted Stock Units financial
"Restricted Stock Units - 2025 RSUs"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Dividend Equivalent Rights financial
"Dividend Equivalent Rights - 2025 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""

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FAQ

What insider activity did EXPD executive Gabe Schoonover report?

He reported routine equity compensation transactions. On May 6, 2026, Schoonover exercised restricted stock units and dividend equivalent rights into 142 Expeditors common shares, with 35 shares withheld to satisfy tax obligations rather than sold in the open market.

Did the EXPD insider Form 4 show an open-market sale of shares?

No open-market sales were reported. The only share disposition was 35 Expeditors common shares withheld at $153.08 per share to pay taxes, which is recorded under code F and represents tax-withholding, not a discretionary market sale.

How many Expeditors shares were acquired through RSU exercises on this Form 4?

A total of 142 common shares were acquired. Schoonover exercised 141 restricted stock units and 1 dividend equivalent right, each representing the economic equivalent of one Expeditors common share, following their vesting on May 6, 2026.

What does the F code mean in the EXPD insider transaction?

The F code indicates tax-withholding using shares. In this filing, 35 Expeditors common shares were surrendered at $153.08 per share to cover tax liabilities arising from the RSU and dividend equivalent right vesting and exercises.

Are the EXPD RSUs and dividend equivalent rights settled in common stock?

They represent rights to the economic equivalent of common shares. The footnote explains each restricted stock unit and dividend equivalent right corresponds to the economic value of one Expeditors common share, which vested on May 6, 2026.
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)
05/06/2026
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 Stock05/06/2026M141A$0249D
Common Stock05/06/2026M1A$0250D
Common Stock05/06/2026F35D$153.08215D
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$005/06/2026M141 (1) (1)Common Stock141$0282D
Dividend Equivalent Rights - 2025 RSUs$005/06/2026M1 (1) (1)Common Stock1$03.993D
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)