Blacker Kelly K 4

What Happened

• Kelly K. Blacker, President, Global Geographies of Expeditors International (EXPD), received 4,523 shares of common stock on 2026-02-25 upon settlement of a 2023 performance share unit (PSU) award (code A). Of those, 1,854 shares were withheld by the company to satisfy the tax withholding obligation (code F), valued at $138.83 per share for a withholding amount of $257,391. The awarded shares were issued at $0.00 cost to the insider as part of the PSU settlement.

Key Details

• Transaction date: 2026-02-25; filing date: 2026-02-26 (timely filing).
• Awarded: 4,523 shares received upon settlement (code A) at $0.00.
• Withheld/Disposed: 1,854 shares withheld for taxes (code F) at $138.83 each = $257,391.
• Shares owned after transaction: not disclosed in the provided filing excerpt.
• Footnotes: F1 — settlement of 2023 PSU Award (includes Dividend Equivalent Rights) for the 2025 performance period. F2 — shares withheld by issuer to satisfy tax withholding per the award agreement (net-of-tax settlement).

Context

• This was a PSU settlement (an award), not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is a routine administrative disposition and does not by itself indicate buying or selling intent. For derivative settlements like PSUs, the reported acquisition and immediate withholding are common and reflect tax withholding mechanics rather than a market trade.