Expeditors CEO Form 4 Shows Routine Dividend RSU Accrual

Rhea-AI Filing Summary

Expeditors International of Washington, Inc. (EXPD) – Form 4 insider filing, 18 Jun 2025

President and CEO Daniel R. Wall reported routine changes in his equity-based compensation on 16 Jun 2025. No open-market purchases or sales of common stock were disclosed. His direct ownership of 60,333.9686 EXPD common shares remains unchanged.

Derivative activity

• Wall acquired an aggregate 221.888 dividend equivalent rights (DERs), automatically accruing from the company’s 2023-2025 restricted stock unit (RSU) grants.
• The grants break down as: 11.793 DERs (2023 RSUs), 22.983 DERs (2024 RSUs) and 187.112 DERs (2025 RSUs). Transaction code “A” indicates these were acquisitions made without open-market consideration.
• Following the accrual, Wall now holds 52.76, 64.76 and 187.112 DERs tied to the respective RSU tranches, totalling 304.632 derivative rights.

Key observations

• No common shares were sold or bought, suggesting the CEO’s equity exposure to EXPD common stock is unchanged.
• Dividend equivalent rights simply mirror cash dividends on outstanding RSUs; they vest proportionally with the underlying RSUs and carry no immediate cash outlay.
• The filing is therefore routine, compensation-related and non-dilutive, with negligible direct impact on the company’s share count or near-term financials.

Insights

Financial Analyst

TL;DR: Routine DER accrual, no share sale, neutral impact.

The Form 4 shows the CEO received 221.888 dividend equivalent rights that mirror his existing RSU grants; no common shares changed hands. His direct stake of ~60.3 K shares remains intact, and the company’s float is unaffected. Such DER accruals are standard and signal neither bullish nor bearish sentiment. Consequently, I view the market impact as neutral; investors need not adjust valuation models or sentiment based on this filing alone.

Corporate Governance Specialist

TL;DR: Compensation mechanics only, governance status quo.

Dividend equivalent rights keep executives whole on declared dividends while RSUs vest. Their inclusion here underscores alignment with shareholder payout policy but does not alter governance dynamics or introduce dilution. Because no discretionary transactions occurred, the filing offers no new insight into insider sentiment. Compliance with Section 16 reporting obligations appears timely and complete, supporting solid governance practices. Overall effect on shareholders is immaterial.

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
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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)

STERLING PLAZA 2, 3RD FLOOR

3545 FACTORIA BLVD SE

(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)
06/16/2025

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								60,333.9686	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
Dividend Equivalent Rights - 2023 RSUs	(1)	06/16/2025		A		11.793		(1)	(1)	Common Stock	11.793	$115.11	52.76	D
Dividend Equivalent Rights - 2024 RSUs	(2)	06/16/2025		A		22.983		(2)	(2)	Common Stock	22.983	$115.11	64.76	D
Dividend Equivalent Rights - 2025 RSUs	(3)	06/16/2025		A		187.112		(3)	(3)	Common Stock	187.112	$115.11	187.112	D

Explanation of Responses:

1. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one common share of the Issuer. The dividend equivalent rights accrued in respect of the 2023 grant of restricted stock units and vest proportionately with the restricted stock units to which they relate.

2. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one common share of the Issuer. The dividend equivalent rights accrued in respect of the 2024 grant of restricted stock units and vest proportionately with the restricted stock units to which they relate.

3. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one common share of the Issuer. The dividend equivalent rights accrued in respect of the 2025 grant of restricted stock units and vest proportionately with the restricted stock units to which they relate.

	Diane Heffner, Stock Plan Administrator, attorney-in-fact	06/18/2025
	** 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

How many common shares of EXPD does CEO Daniel R. Wall own after the filing?

60,333.9686 shares held directly; the Form 4 reports no change to this amount.

What did the CEO acquire on 16 Jun 2025 according to the Form 4?

A total of 221.888 dividend equivalent rights linked to his 2023-2025 RSU grants.

Were any EXPD shares sold or purchased in the open market?

No. The filing shows only automatic accruals of dividend rights; no open-market transactions occurred.

What are dividend equivalent rights (DERs) in this context?

Each DER mirrors the value of one EXPD share and accumulates dividends on outstanding RSUs, vesting alongside the related RSUs.

Does this Form 4 have a material impact on EXPD shareholders?

The transaction is routine and non-dilutive; it does not materially influence share count, earnings or governance.