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  4. [Form 4] EXPEDITORS INTERNATIONAL OF WASHINGTON INC Insider Trading Activity

Expeditors (NASDAQ: EXPD) exec vests RSUs, uses shares to cover taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Expeditors International of Washington executive Roberto A. Martinez reported routine equity compensation activity. On May 7, 2026, his 2024 restricted stock units and related dividend equivalent rights vested and were converted into 924 shares of common stock. In a related tax-withholding disposition, 369 shares of common stock were surrendered at $151.24 per share to cover tax obligations. These transactions reflect RSU vesting and tax payments rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Martinez Roberto A
Role President, Global Products
Type Security Shares Price Value
Exercise Restricted Stock Units - 2024 RSUs 902 $0.00 $0.00
Exercise Dividend Equivalent Rights - 2024 RSUs 22 $0.00 $0.00
Exercise Common Stock 902 $0.00 $0.00
Exercise Common Stock 22 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 369 $151.24 $56K
Holdings After Transaction: Restricted Stock Units - 2024 RSUs — 902 shares (Direct); Dividend Equivalent Rights - 2024 RSUs — 22.399 shares (Direct); Common Stock — 4,061.6826 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 7, 2026.
Tax-withholding shares 369 shares Common stock surrendered for taxes at $151.24 per share on May 7, 2026
Tax-withholding price $151.24 per share Value used for 369-share tax-withholding disposition of common stock
Shares from vested awards 924 shares Common stock from vested 2024 RSUs and dividend equivalent rights
Derivative exercises 2 transactions, 924 shares Exercise/conversion of RSUs and dividend equivalent rights (code M)
Tax-withholding transactions 1 transaction, 369 shares Form 4 code F, payment of tax liability by delivering securities
Restricted Stock Units - 2024 RSUs financial
"Restricted Stock Units - 2024 RSUs"
Dividend Equivalent Rights - 2024 RSUs financial
"Dividend Equivalent Rights - 2024 RSUs"
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""
contingent right financial
"Each RSU and DER represent a contingent right to receive the economic equivalent"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did EXPD executive Roberto Martinez report on this Form 4?
Roberto Martinez reported vesting of 2024 restricted stock units and related dividend equivalent rights, converting into 924 shares of Expeditors common stock, along with a 369-share tax-withholding disposition at $151.24 per share to satisfy associated tax liabilities.

Were the EXPD Form 4 transactions open-market purchases or sales?
The reported transactions were not open-market trades. They reflect RSU and dividend equivalent vesting, plus 369 shares withheld at $151.24 per share for taxes, rather than discretionary buying or selling in the open market.

How many Expeditors (EXPD) shares came from vested RSUs and DERs for Martinez?
The filing shows that vested 2024 restricted stock units and dividend equivalent rights resulted in 924 shares of Expeditors common stock. These shares arise from equity compensation awards rather than purchases on the stock exchange.

What does the 369-share tax-withholding transaction mean for EXPD insider Martinez?
The 369 shares labeled with transaction code F were surrendered at $151.24 per share to cover tax liabilities from the vesting awards. This is a standard tax-withholding mechanism, not an open-market sale decision by the executive.

What are 2024 RSUs and dividend equivalent rights mentioned in the EXPD Form 4?
The 2024 RSUs and dividend equivalent rights are equity awards that each represent a contingent right to the economic equivalent of one Expeditors common share. The footnote states these RSUs and DERs vested on May 7, 2026, triggering share delivery and related tax withholding.
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*
Martinez Roberto A
(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)
President, Global Products
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		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 Stock05/07/2026M902A$04,408.6826D
Common Stock05/07/2026M22A$04,430.6826D
Common Stock05/07/2026F369D$151.244,061.6826D
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 - 2024 RSUs$005/07/2026M902 (1) (1)Common Stock902$0902D
Dividend Equivalent Rights - 2024 RSUs$005/07/2026M22 (1) (1)Common Stock22$022.399D
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 7, 2026.
Diane Heffner, Stock Plan Administrator, attorney-in-fact05/11/2026
** 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)

Source: View Original Filing on SEC EDGAR