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Expeditors International (EXPD) president nets shares after 2024 RSUs vest

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Expeditors International of Washington executive Blake R. Bell reported routine equity compensation activity. On May 7, 2026, his 2024 restricted stock units (RSUs) and related dividend equivalent rights vested, each representing the economic equivalent of one common share.

He acquired common stock through derivative exercises linked to these 2024 RSUs and dividend equivalent rights, and 1,085 shares of common stock were disposed of at $151.24 per share to cover tax obligations. This tax-withholding disposition was not an open-market sale and reflects standard settlement of equity awards rather than discretionary share trading.

Positive

  • None.

Negative

  • None.
Insider Bell Blake R
Role President Global Business Dev
Type Security Shares Price Value
Exercise Restricted Stock Units - 2024 RSUs 2,863 $0.00 $0.00
Exercise Dividend Equivalent Rights - 2024 RSUs 69 $0.00 $0.00
Exercise Common Stock 2,863 $0.00 $0.00
Exercise Common Stock 69 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,085 $151.24 $164K
Holdings After Transaction: Restricted Stock Units - 2024 RSUs — 2,863 shares (Direct); Dividend Equivalent Rights - 2024 RSUs — 69.639 shares (Direct); Common Stock — 62,993.4324 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-withheld shares 1,085 shares Common stock disposed at $151.24 per share for tax obligations
Tax-withholding price $151.24/share Price for 1,085 common shares used to satisfy tax liability
RSU-derived shares 2,863 shares Common stock from exercise of 2024 restricted stock units
Dividend rights shares 69 shares Common stock from exercise of 2024 dividend equivalent rights
Total derivative exercises 2,932 shares ExerciseShares from derivative exercises coded M in transactionSummary
Tax withholding count 1 transaction TaxWithholdingCount in transactionSummary for code F disposition
Dividend Equivalent Rights financial
"Dividend Equivalent Rights - 2024 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.
Restricted Stock Units financial
"Restricted Stock Units - 2024 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.
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 security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
contingent right financial
"Each RSU and DER represent a contingent right to receive the economic equivalent"

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FAQ

What insider transactions did EXPD executive Blake R. Bell report on May 7, 2026?

Blake R. Bell reported vesting of 2024 RSUs and related dividend equivalent rights on May 7, 2026. These awards converted into common stock, with a portion of shares used to satisfy tax obligations, reflecting routine equity compensation settlement rather than discretionary market trading.

How many EXPD shares were withheld for Blake R. Bell’s taxes?

A total of 1,085 EXPD common shares were disposed of at $151.24 per share to cover tax liabilities. This was coded as a tax-withholding disposition (code F), meaning the shares were withheld for taxes and not sold by Bell in an open-market transaction.

What equity awards vested for EXPD’s Blake R. Bell in 2026?

2024 restricted stock units and dividend equivalent rights vested for Blake R. Bell on May 7, 2026. Each RSU and dividend equivalent right represents a contingent right to receive the economic equivalent of one EXPD common share, converting into stock upon vesting under the award terms.

How many EXPD shares did Blake R. Bell acquire from derivative exercises?

Bell exercised derivative awards linked to 2024 RSUs and dividend equivalent rights covering 2,932 underlying common shares. These derivative transactions, coded M, reflect conversion of stock-based compensation into common stock rather than open-market purchases, aligning with typical executive vesting activity.

Were Blake R. Bell’s EXPD transactions open-market buys or sells?

The filing shows no open-market purchases or sales. Activity consisted of derivative exercises of 2024 RSUs and dividend equivalent rights and a tax-withholding disposition of 1,085 shares, meaning shares were withheld to satisfy tax obligations instead of being voluntarily traded on the open market.
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*
Bell Blake R

(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 Business Dev
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 Stock05/07/2026M2,863A$064,009.4324D
Common Stock05/07/2026M69A$064,078.4324D
Common Stock05/07/2026F1,085D$151.2462,993.4324D
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$005/07/2026M2,863 (1) (1)Common Stock2,863$02,863D
Dividend Equivalent Rights - 2024 RSUs$005/07/2026M69 (1) (1)Common Stock69$069.639D
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)