Dickerman Jeffrey F 4

What Happened
Jeffrey F. Dickerman, Senior Vice President, General Counsel and Corporate Secretary of Expeditors International of Washington (EXPD), received 4,523 shares of common stock on Feb 25, 2026 upon settlement of a 2023 performance share unit (PSU) award (code A). To satisfy the tax withholding obligation related to that settlement (code F), 1,854 shares were withheld/disposed at $138.83 per share, generating $257,391. Net of withholding, Dickerman retained 2,669 shares from the award (4,523 − 1,854), worth roughly $370k at $138.83/share.

Key Details

• Transaction date: February 25, 2026. Filing date: February 26, 2026 (appears timely).
• Award: 4,523 shares granted (recorded at $0.00 per share as an award).
• Tax withholding/disposition: 1,854 shares withheld/disposed at $138.83 each = $257,391. (Code F = tax withholding.)
• Net shares retained: 2,669 shares after withholding.
• Footnotes: F1 — Shares received upon settlement of a 2023 PSU Award for the performance period ended Dec 31, 2025 (includes Dividend Equivalent Rights). F2 — Shares were withheld by the issuer to satisfy the tax withholding obligation as required by the 2023 award agreement.
• Filing timeliness: The Form 4 was filed the day after the transaction date; no late filing flag indicated in the filing summary provided.

Context
This was a settlement of long-term equity compensation (PSU award), not an open-market purchase or an investment sale. The withholding of shares to cover taxes is a routine, administrative step (a net settlement or cashless/net-withholding arrangement) and should not be interpreted as an opportunistic sale. For retail investors, PSU settlements signal executives receiving compensation tied to multi-year performance metrics; they do not by themselves indicate buying or selling intent in the market.