10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41871

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

(Exact name of registrant as specified in its charter)

Washington	91-1069248
(State or other jurisdiction of<br><br>incorporation or organization)	(IRS Employer<br><br>Identification Number)
3545 Factoria Blvd. SE<br><br>Sterling Plaza 2, 3rd Floor<br><br>Bellevue, Washington	98006
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code): (

206

)

674-3400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EXPD	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At May 1, 2026, the number of shares outstanding of the issuer’s common stock was 130,791,133.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Earnings

(In thousands, except per share data)

(Unaudited)

	Three months ended March 31,
	2026		2025
Revenues:
Airfreight services	$	1,030,863	$	901,760
Ocean freight and ocean services		598,884		781,665
Customs brokerage and other services		1,153,215		982,994
Total revenues		2,782,962		2,666,419
Operating Expenses:
Airfreight services		769,483		648,494
Ocean freight and ocean services		416,021		573,901
Customs brokerage and other services		625,647		554,280
Salaries and related		499,571		457,937
Rent and occupancy		68,456		64,343
Depreciation and amortization		13,875		14,604
Selling and promotion		10,371		8,574
Other		84,710		78,428
Total operating expenses		2,488,134		2,400,561
Operating income		294,828		265,858
Other Income:
Interest income		8,640		9,184
Other, net		3,018		839
Other income, net		11,658		10,023
Earnings before income taxes		306,486		275,881
Income tax expense		76,442		71,782
Net earnings		230,044		204,099
Less net earnings attributable to the noncontrolling interest		434		304
Net earnings attributable to shareholders	$	229,610	$	203,795
Diluted earnings attributable to shareholders per share	$	1.71	$	1.47
Basic earnings attributable to shareholders per share	$	1.72	$	1.48
Weighted average diluted shares outstanding		134,076		138,435
Weighted average basic shares outstanding		133,543		137,833

See accompanying notes to condensed consolidated financial statements.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	Three months ended March 31,
	2026			2025
Net earnings	$	230,044		$	204,099
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net		(11,845	)		13,683
Other comprehensive (loss) income		(11,845	)		13,683
Comprehensive income		218,199			217,782
Less comprehensive income attributable to the <br>     noncontrolling interest		445			286
Comprehensive income attributable to shareholders	$	217,754		$	217,496

See accompanying notes to condensed consolidated financial statements.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three months ended March 31,
	2026			2025
Operating Activities:
Net earnings	$	230,044		$	204,099
Adjustments to reconcile net earnings to net cash from<br>   operating activities:
Provisions for losses on accounts receivable		800			761
Stock compensation expense		12,823			11,549
Depreciation and amortization		13,875			14,604
Other, net		(3,645	)		2,367
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(49,513	)		108,149
Increase (decrease) in accounts payable and accrued liabilities		68,351			(18,419	)
Decrease in deferred contract costs		101,136			75,973
Decrease in contract liabilities		(98,589	)		(89,288	)
Increase in income taxes payable, net		38,583			30,340
(Increase) decrease in other, net		(4,631	)		2,487
Net cash from operating activities		309,234			342,622
Investing Activities:
Purchase of property and equipment		(12,612	)		(13,152	)
Other, net		130			156
Net cash from investing activities		(12,482	)		(12,996	)
Financing Activities:
Payments on borrowings from revolving lines of credit, net		(282	)		—
Proceeds from borrowings on lines of credit		7,095			430
Payments on borrowings on lines of credit		(3,949	)		(235	)
Proceeds from issuance of common stock		3,126			13,043
Repurchases of common stock		(287,624	)		(177,354	)
Payments for taxes related to net share settlement of <br>   equity awards		(7,544	)		(509	)
Distribution to noncontrolling interest		(650	)		(1,346	)
Net cash from financing activities		(289,828	)		(165,971	)
Effect of exchange rate changes on cash and cash equivalents		(4,712	)		6,545
Change in cash and cash equivalents		2,212			170,200
Cash and cash equivalents at beginning of period		1,314,285			1,148,320
Cash and cash equivalents at end of period	$	1,316,497		$	1,318,520
Taxes Paid:
Income taxes	$	35,517		$	40,624

See accompanying notes to condensed consolidated financial statements.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)

	Three months ended March 31,
	2026			2025
Total Shareholders' Equity, Beginning of Period	$	2,355,633		$	2,223,012
Common Stock Par Value
Beginning of period		1,339			1,380
Shares issued under employee stock plans, net		1			3
Shares repurchased		(20	)		(15	)
End of period		1,320			1,368
Additional Paid-In Capital
Beginning of period		—			—
Shares issued under employee stock plans, net		(4,419	)		12,531
Shares repurchased		(9,043	)		(24,124	)
Stock compensation expense		12,823			11,549
Dividend equivalents paid		639			44
End of period		—			—
Retained Earnings
Beginning of period		2,538,455			2,455,132
Shares repurchased		(288,360	)		(154,661	)
Net earnings		229,610			203,795
Dividend and dividend equivalents paid		(638	)		(44	)
End of period		2,479,067			2,504,222
Accumulated Other Comprehensive Loss
Beginning of period		(184,161	)		(233,500	)
Other comprehensive (loss) income		(11,856	)		13,701
End of period		(196,017	)		(219,799	)
Total Shareholders' Equity
End of period		2,284,370			2,285,791
Noncontrolling Interest
Beginning of period		2,460			2,772
Net earnings		434			304
Other comprehensive income (loss)		11			(18	)
Distributions to noncontrolling interest		(650	)		(1,346	)
End of period		2,255			1,712
Total Equity
End of period	$	2,286,625		$	2,287,503
Common Shares Outstanding
Beginning of period		133,884			138,003
Shares issued under employee stock plans, net		160			282
Shares repurchased		(2,020	)		(1,512	)
End of period		132,024			136,773

See accompanying notes to condensed consolidated financial statements.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(In thousands, except per share data)

(Unaudited)

Note 1. Summary of Significant Accounting Policies

• Basis of Presentation

Expeditors International of Washington, Inc. (the Company) is a non-asset-based provider of global logistics services operating through a worldwide network of offices and exclusive or non-exclusive agents. The Company serves a diverse clientele in the technology sector - including cloud & data center services; hyperscalers; semiconductor; personal computers and compute hardware - and industries such as healthcare, automotive, aviation, aerospace, retail and high fashion.

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, which are, in the opinion of management, necessary for the fair presentation of the results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Form 10-K as filed with the Securities and Exchange Commission on February 25, 2026.

All significant intercompany accounts and transactions have been eliminated in consolidation. All dollar amounts in the notes are presented in thousands except for per share data or unless otherwise specified.

• Revenue Recognition

The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer. Each performance obligation is comprised of one or more of the Company’s services. The Company's principal services are the revenue categories presented in the condensed consolidated statements of earnings: 1) airfreight services, 2) ocean freight and ocean services, and 3) customs brokerage and other services.

The Company typically satisfies its performance obligations as services are rendered over time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are completed over the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one to two month-period and contracts with customers have an original expected duration of less than one year. The Company satisfied nearly all performance obligations for the contract liabilities recorded as of December 31, 2025.

The Company evaluates whether amounts billed to customers should be reported as revenues on a gross or net basis. Generally, revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes the risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. When revenue is recorded on a net basis, the amounts earned are determined using a fixed fee, a per unit of activity fee or a combination thereof. For revenues earned in other capacities, for instance, when the Company does not issue a House Air Waybill (HAWB), a House Ocean Bill of Lading (HOBL) or a House Sea Waybill or otherwise acts solely as an agent for the shipper. In these transactions, the Company is not a principal and reports only the commissions and fees earned in revenues.

• Leases

The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. All ROU assets and lease liabilities are recognized at the commencement date at the present value of lease payments over the lease term. ROU assets are adjusted for lease incentives and initial direct costs. The lease term includes renewal options exercisable at the Company's sole discretion when the Company is reasonably certain to exercise that option. As the Company's leases generally do not have an implicit rate, the Company uses an estimated incremental borrowing rate based on market information available at the commencement date to determine the present value. Certain of our leases include variable payments, which may vary based upon changes in facts or circumstances after the start of the lease. The Company excludes variable payments from ROU assets and lease liabilities to the extent not considered fixed, and instead expenses variable payments as incurred. Lease expense is recognized on a straight-line basis over the lease term and is included in rent and occupancy expenses in the condensed consolidated statements of earnings.

Additionally, the Company elected to apply the short-term lease exemption for leases with a non-cancelable period of twelve months or less and has chosen not to separate non-lease components from lease components and instead to account for each as a single lease component.

• Accounts Receivable

The Company’s trade accounts receivable present similar credit risk characteristics and the allowance for credit loss is estimated on a collective basis, using a credit loss-rate method that uses historical credit loss information and considers the current economic environment. Additional allowances may be necessary in the future if changes in economic conditions are significant enough to affect expected credit losses. The Company has recorded an allowance for credit loss in the amounts of $7,133 as of March 31, 2026 and $7,241 as of December 31, 2025. Additions and write-offs have not been significant in the periods presented.

• Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The Company uses estimates primarily in the following areas: accounts receivable valuation, accrual of costs related to ancillary services the Company performs, typically at the destination location, self-insured liabilities, accrual of various tax liabilities and accrual of loss contingencies, calculation of share-based compensation expense and estimates related to determining the lease term and discount rate when measuring ROU assets and lease liabilities.

F. Recent Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income— Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which requires disaggregated disclosures of certain costs and expenses on the income statement on an annual and interim basis. This standard will become effective for the Company for annual periods beginning on January 1, 2027 and for interim periods beginning January 1, 2028, with early adoption permitted. The amendment can be applied either on a prospective or retrospective basis. The Company expects this ASU to only impact its disclosures with no impacts to its consolidated financial statements, cash flows and financial condition.

Intangibles - Goodwill and Other—Internal‑Use Software

In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal‑Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal‑Use Software, which removes references to software development project stages and clarifies the threshold for capitalization of internal‑use software costs. The standard is effective for the Company for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

Note 2. Taxes

The Company is subject to taxation in various states and many foreign jurisdictions around the world. The Company believes that its tax positions, including intercompany transfer pricing policies, are reasonable and consistent with established transfer pricing methodologies and norms. The Company is under, or may be subject to, audit or examination and assessments by relevant authorities primarily for years 2005 and thereafter where the ultimate resolution could require significant additional tax, penalties and interest payments. The Indian tax authority (ITA) has asserted that additional income tax applies on transactions between and amongst the Company and its Indian subsidiary, as well as additional service tax applicable to ocean and air imports and exports. We believe that ITA’s positions are without merit and we have thus far been successful in defending our position in Indian courts. However, if these matters are adversely resolved, we would recognize significant additional tax expense, including interest and penalties. The Company establishes liabilities when, despite its belief that the tax filing positions are appropriate and consistent with tax law, it concludes that it may not be successful in realizing the tax position. In evaluating a tax position, the Company determines whether it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position and in consultation with qualified legal and tax advisors.

The Company’s consolidated effective income tax rate was 24.9% for the three months ended March 31, 2026, as compared to 26.0% in the comparable period of 2025. The decrease during the three months ended March 31, 2026, was principally from favorable effects of changes in share-based compensation related permanent differences.

All periods benefited from U.S. Federal tax credits principally because of withholding taxes related to our foreign operations, as well as U.S. income tax benefits for Foreign-Derived Deduction-Eligible Income (FDDEI). These benefits were offset by the effect of higher foreign tax rates of the Company's international subsidiaries, when compared to the U.S. Federal income tax rate of 21%.

The Company has not incurred any significant expenses for any period presented for the 15% corporate alternative minimum tax (CAMT) or for the global minimum tax regime (also known as Pillar Two).

Note 3. Basic and Diluted Earnings per Share

Diluted earnings attributable to shareholders per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding. Dilutive potential shares represent outstanding stock options, including purchase options under the Company's employee stock purchase plan, and unvested restricted stock units. Basic earnings attributable to shareholders per share is calculated using the weighted average number of common shares outstanding without taking into consideration dilutive potential common shares outstanding. The following table reconciles the numerator and the denominator of the basic and diluted per share computations for earnings attributable to shareholders:

	Three months ended March 31,
	2026		2025
Numerator:
Net earnings attributable to shareholders	$	229,610	$	203,795
Denominator:
Weighted-average basic shares outstanding		133,543		137,833
Effect of dilutive share-based awards		533		602
Weighted-average diluted shares		134,076		138,435
Basic earnings per share	$	1.72	$	1.48
Diluted earnings per share	$	1.71	$	1.47

For the three months ended March 31, 2026 and 2025, substantially all outstanding potential common shares were dilutive.

Note 4. Shareholders' Equity

The Company has a Discretionary Stock Repurchase Plan approved by the Board of Directors that authorizes management to reduce issued and outstanding common stock down to 130,000 shares. This authorization has no expiration date. During the three months ended March 31, 2026, there were 2,020 shares repurchased at an average price of $145.90 per share, compared to 1,512 shares repurchased at an average price of $117.29 during the same period in 2025. On February 23, 2026, the Board of Directors authorized a new share repurchase program that permits the repurchase of up to $3 billion of the Company's common stock, effective upon the expiration of the current program, which will occur when the outstanding shares of common stock reach 130 million. This plan has no expiration date and may be terminated at any time.

Accumulated other comprehensive loss consisted entirely of foreign currency translation adjustments, net of related income tax effects, for all the periods presented.

Subsequent to the end of the first quarter of 2026, on May 4, 2026, the Board of Directors declared a semi-annual dividend of $0.81 per share payable on June 15, 2026 to shareholders of record as of June 1, 2026.

Note 5. Fair Value of Financial Instruments

The Company’s financial instruments, other than cash, consist primarily of cash equivalents, accounts receivable, accounts payable and accrued expenses. The carrying value of these financial instruments approximates their fair value. All highly liquid investments with a maturity of three months or less at date of purchase are considered to be cash equivalents. Cash and cash equivalents consist of the following:

	March 31, 2026				December 31, 2025
	Cost		Fair Value		Cost		Fair Value
Cash and Cash Equivalents:
Cash and overnight deposits	$	543,738	$	543,738	$	551,899	$	551,899
Corporate commercial paper		722,354		723,086		700,978		701,591
Time deposits and money market funds		50,405		50,405		61,408		61,408
Total cash and cash equivalents	$	1,316,497	$	1,317,229	$	1,314,285	$	1,314,898

The fair value of corporate commercial paper and time deposits is based on the use of market interest rates for identical or similar assets (Level 2 fair value measurement).

Note 6. Contingencies

The Company is involved in claims, lawsuits, government investigations, income tax, transfer pricing and indirect tax audits and other legal matters that arise in the ordinary course of business and are subject to inherent uncertainties. Currently, in management's opinion and based upon advice from legal and tax advisors, none of these matters are expected to have a material effect on the Company's operations, cash flows or financial position. The changes in the amounts recorded for claims, lawsuits, government investigations and other legal matters are not significant to the Company's operations, cash flows or financial position. At this time, the Company is unable to estimate any additional loss or range of reasonably possible losses, if any, beyond the amounts recorded, that might result from the resolution of these matters.

Note 7. Business Segment Information

The Company is organized functionally in geographic operating segments. Accordingly, when evaluating the effectiveness of geographic segments, management focuses its attention on revenues, directly related cost of transportation and other expenses for each of the Company’s three primary sources of revenues, as well as, salaries and related costs, other operating expenses, depreciation and amortization, operating income, identifiable assets, capital expenditures and equity generated in each of these geographical areas. The President and Chief Executive Officer was determined to be the Chief Operating Decision Maker (CODM), as in his capacity he is responsible for setting company strategies and initiatives, establishing company policies, allocating company resources and assessing the performance of the Company’s business segments. Operating income is the primary measure of business segments' profit or loss that is most consistent with the measurement principles of U.S. GAAP and no items below operating income are allocated to segments. The CODM uses operating income to review financial performance, progress of the Company's strategic initiatives and to determine compensation of segment managers. Transactions among the Company’s various offices are conducted using the same arm's-length pricing methodologies the Company uses when its offices transact business with independent agents. Certain costs are allocated among the segments based on the relative value of the underlying services, which can include allocation based on actual costs incurred or estimated cost plus a profit margin. There were no significant changes to allocate or measure expenses used to determine segment profit or loss.

Financial information regarding the Company’s operations by geographic area is as follows:

	UNITED<br>STATES		OTHER<br>NORTH<br>AMERICA		LATIN<br>AMERICA		NORTH<br>ASIA		SOUTH<br>ASIA		OPE	MIDDLE<br>EAST,<br>AFRICA<br>AND<br>INDIA		ELIMI-<br>NATIONS			CONSOLI-<br>DATED
For the three months ended March 31, 2026:
Revenues	$	954,577		129,634		58,995		602,916		423,176			167,158		(2,368	)		2,782,962
Directly related cost of transportation<br>   and other expenses1	$	491,134		81,293		33,542		481,724		324,245			118,772		(1,628	)		1,811,151
Salaries and related costs	$	282,169		22,992		11,392		36,988		31,677			20,699		—			499,571
Other operating expenses2	$	36,527		14,734		8,553		35,125		27,606			12,823		(725	)		177,412
Operating income	$	144,747		10,615		5,508		49,079		39,648			14,864		(15	)		294,828
Identifiable assets at period end	$	2,567,887		170,840		120,586		439,065		399,901			295,321		(12,742	)		4,781,680
Capital expenditures	$	7,568		251		149		800		1,038			707		—			12,612
Depreciation and amortization	$	7,253		500		246		1,342		828			791		—			13,875
Equity	$	1,456,421		47,210		42,610		257,768		161,247			175,389		(98,471	)		2,286,625
For the three months ended March 31, 2025:
Revenues	$	854,449		116,485		62,389		695,008		364,577			152,872		(2,156	)		2,666,419
Directly related cost of transportation<br>   and other expenses1	$	451,917		73,193		36,435		554,494		281,495			108,848		(1,423	)		1,776,675
Salaries and related costs	$	258,089		19,592		10,438		40,361		28,072			19,836		—			457,937
Other operating expenses2	$	22,548		14,828		9,914		37,746		23,285			15,028		(759	)		165,949
Operating income	$	121,895		8,872		5,602		62,407		31,725			9,160		26			265,858
Identifiable assets at period end	$	2,588,265		177,996		107,290		503,899		348,424			277,677		(19,243	)		4,756,650
Capital expenditures	$	8,407		226		225		505		874			1,759		—			13,152
Depreciation and amortization	$	8,938		497		251		1,056		570			646		—			14,604
Equity	$	1,481,145		50,613		46,120		273,084		145,611			164,036		(42,695	)		2,287,503

All values are in Euros.

1Directly related cost of transportation and other expenses totals operating expenses from airfreight services, ocean freight and ocean services and customs brokerage and other services as shown in the condensed consolidated statements of earnings.

2Other operating expenses totals rent and occupancy, depreciation and amortization, selling and promotion and other as shown in the condensed consolidated statements of earnings.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor for Forward-Looking Statements Under Private Securities Litigation Reform Act Of 1995; Certain Cautionary Statements

Certain portions of this report on Form 10-Q including the sections entitled "Overview," "Summary of First Quarter 2026," "Industry Trends, Trade Conditions and Competition," "Seasonality," "Critical Accounting Estimates," "Results of Operations," "Income tax expense," "Currency and Other Risk Factors" and "Liquidity and Capital Resources" contain forward-looking statements. Words such as "will likely result," "expects", "are expected to," "would expect," "would not expect," "will continue," "is anticipated," "estimate," "project," "provisional," "plan," "believe," "probable," "reasonably possible," "may," "could," "should," "would," "intends," "foreseeable future" or similar expressions are intended to identify such forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, any statements that refer to projections of future financial performance, our anticipated growth and trends in the Company's businesses, signs of a slowing economy and drop in demand, future supply chain and transportation disruptions and other characterizations of disruptive events or circumstances are forward-looking statements. In addition, forward-looking statements are subject to certain risks and uncertainties, including risks associated with the impact of tariffs or other government actions on global trade volumes and economies, and tax audits and other contingencies that could cause actual results to differ materially from our historical experience and our present expectations or projections. These statements must be considered in connection with the discussion of the important factors that could cause actual results to differ materially from the forward-looking statements. Attention should be given to the risk factors identified and discussed in Part I, Item 1A in the Company’s annual report on Form 10-K filed on February 25, 2026. Management believes that these forward-looking statements are reasonable as of this filing date and we do not assume any obligations to update these statements except as required by law.

Overview

Expeditors International of Washington, Inc. (herein referred to as "Expeditors," the "Company," "we," "us," "our") provides a full suite of global logistics services. Our services include air and ocean freight consolidation and forwarding, customs brokerage, warehousing and distribution, purchase order management, vendor consolidation, time-definite transportation services, temperature-controlled transit, cargo insurance, specialized cargo monitoring and tracking, and other supply chain solutions. We do not compete for overnight courier or small parcel business. As a non-asset-based carrier, we do not own or operate transportation assets.

We derive our revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by our customer. Each performance obligation is comprised of one or more of the Company's services. We typically satisfy our performance obligations as services are rendered over time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. Our principal services are the revenue categories presented in our financial statements: 1) airfreight services, 2) ocean freight and ocean services, and 3) customs brokerage and other services. The most significant drivers of changes in gross revenues and related transportation expenses are volume, sell rates and buy rates. Volume has a similar effect on the change in both gross revenues and related transportation expenses in each of our three primary sources of revenue.

We generate the major portion of our air and ocean freight revenues by purchasing transportation services on a volume basis from direct (asset-based) carriers and then reselling that space to our customers. The rate billed to our customers (the sell rate) is recognized as revenues and the rate we pay to the carrier (the buy rate) is recognized in operating expenses as the directly related cost of transportation and other expenses. By consolidating shipments from multiple customers and concentrating our buying power, we are able to negotiate favorable buy rates from the direct carriers, while at the same time offering lower sell rates than customers would otherwise be able to negotiate themselves.

In most cases, we act as an indirect carrier. When acting as an indirect carrier, we issue a House Air Waybill (HAWB), a House Ocean Bill of Lading (HOBL) or a House Sea Waybill to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a contract of carriage known as a Master Air Waybill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments.

Customs brokerage and other services involve providing services at destination, such as helping customers clear shipments through customs by preparing and filing required documentation, calculating, and providing for payment of duties and other taxes on behalf of customers as well as arranging for any required inspections by governmental agencies, and import services such as arranging for local pick up, storage and delivery at destination. These are complicated functions requiring technical knowledge of customs rules and regulations in the multitude of countries in which we have offices. We also provide other value-added services at destination, such as warehousing and distribution, time-definitive transportation services and consulting.

We manage our company along geographic areas of responsibility: Americas; North Asia; South Asia; Europe; and Middle East, Africa and India (MAIR). Each area is divided into sub-regions that are composed of operating units with individual profit and loss responsibility. Our business involves shipments between operating units and typically touches more than one geographic area. The nature of the international logistics business necessitates a high degree of communication and cooperation among operating units. Because of this inter-relationship between operating units, it is very difficult to examine any one geographic area and draw meaningful conclusions as to its contribution to our overall success on a stand-alone basis.

Our operating units share revenue using the same arm's-length pricing methodologies that we use when our offices transact business with independent agents. Certain costs are allocated among the segments based on the relative value of the underlying services, which can include allocation based on actual costs incurred or estimated cost plus a profit margin. Our strategy closely links compensation with operating unit profitability, which includes shared revenues and allocated costs. Therefore, individual success is closely linked to cooperation with other operating units within our network. The mix of services varies by segment based primarily on the import or export orientation of local operations in each of our regions.

Summary of First Quarter 2026

The significant impacts are discussed within “Results of Operations” and summarized below.

• Revenues increased 4% as strong performance in most services was partially offset by a significant drop in ocean freight services.
• Customs brokerage and other services revenues increased 17% and airfreight services revenues increased 14%.
• Revenue from ocean freight and other services decreased 23% due to significant decreases in average ocean sell rates and buy rates and a 4% decline in ocean containers shipped. Demand for ocean services declined after U.S. importers accelerated shipments in anticipation of trade tariffs changes in early 2025.
• Airfreight services, road freight and warehousing and distribution services (included with customs brokerage and other services) all benefited from continued strong demand from our technology customers investing in artificial intelligence infrastructure.
• Operating income increased 11% and net earnings to shareholders increased 13%, as compared to the first quarter of 2025.
• Earnings per share increased 16% to $1.71.
• Cash from operating activities was $309 million, down from $343 million in the first quarter of 2025.
• We returned $288 million to shareholders through common stock repurchases.

Industry Trends, Trade Conditions and Competition

We operate in over 60 countries in the competitive global logistics industry and our activities are closely tied to the global economy. International trade is influenced by many factors, including economic and political conditions in the United States and abroad, currency exchange rates, laws and policies relating to tariffs, trade restrictions, foreign investment and taxation. Governments periodically consider changes to tariffs and impose trade restrictions and accords. Starting in the first quarter of 2025, the United States Government undertook a substantial global trade rebalancing effort resulting in significantly higher tariffs on imports. Throughout 2025 additional tariffs on imports into the United States for certain sectors and many countries became effective. There are currently threatened or actual retaliatory tariffs and trade actions from several countries, including China. On February 20, 2026, the United States Supreme Court issued a ruling on certain tariffs imposed in the United States under the International Emergency

Economic Powers Act (IEEPA). The ruling invalidates many of the tariffs imposed on imports to the United States in 2025, however it does not invalidate sectoral tariffs on steel, aluminum and their derivative products. The decision also allows for potential refunds; in April 2026 U.S. Customs and Border Protection started deploying processes to file refunds requests. We are currently assessing the impact this ruling and the related refund process, as well as resulting tariff changes, will have on our customs brokerage services, including post-entry activity. The decision could also spur new sectoral tariffs in the United States and introduce additional uncertainty with respect to current and future U.S. trade policy and impact global trade flows. We cannot predict how changes in tariffs and trade restrictions will affect our business. Additionally, the constant changes in trade regulations since the beginning of 2025 are adding complexity to the customs declarations process, making compliance with regulations increasingly challenging.

Doing business in foreign locations also subjects us to a variety of risks and considerations not normally encountered by domestic enterprises. In addition to being influenced by governmental policies and inter-governmental disputes concerning international trade, our business may also be negatively affected by political developments and changes in government personnel or policies in the United States and other countries, as well as economic turbulence, conflicts, political unrest and security concerns in the nations and on the trade shipping routes in which we conduct business. Starting in late February 2026 the operations of our offices in Qatar, Bahrain, Kuwait, Lebanon, Oman, Saudi Arabia and United Arab Emirates were disrupted by the conflict with Iran and the closure of the Strait of Hormuz. The conflict has affected available airfreight capacity beyond the Middle East, prevented cargo ships from navigating through the Persian Gulf and delayed expected resumption of traffic through the Suez Canal. The impact on capacity and oil prices resulted in air and ocean carriers implementing surcharges in March 2026. The financial impact on our MAIR region operations in the first quarter 2026 is not material and is mitigated by our ability to adjust the routing of our customers' shipments. The future impact that these events may have on international trade, oil prices and security costs is uncertain. We do not have employees, assets, or operations in Russia, Ukraine, Israel, the Gaza Strip or the West Bank. While limited, any shipment activity is conducted with independent agents in those countries in compliance with all applicable trade sanctions, laws and regulations.

Our ability to provide services to our customers is highly dependent on good working relationships with a variety of entities, including airlines, ocean carriers and ground transportation providers, as well as governmental agencies. We select and engage with best-in-class, compliance-focused, efficiently run, growth-oriented partners, based upon defined value elements and are intentional in our relationship and performance management activity. We consider our current working relationships with these entities to be satisfactory. However, changes in the financial stability; operating capabilities, and the capacity of asset-based carriers; capacity allotments available from carriers; governmental regulation or deregulation efforts; modernization of the regulations governing customs brokerage; and/or changes in governmental restrictions, quota restrictions or trade accords could affect our business in unpredictable ways. When the market experiences seasonal peaks or any sort of disruption, the carriers often increase their pricing suddenly. This carrier behavior creates pricing volatility that could impact Expeditors' ability to maintain historical unitary profitability.

The global economic and trade environments remain highly uncertain; including inflation remaining high, increases in oil prices, and the conflicts in the Middle East and Ukraine. In the first quarter of 2025, we saw high demand on exports out of Asia and continued to see high demand on exports out of South Asia in the second quarter 2025, resulting in high average sell and buy rates where demand exceeded carrier capacity. In the first quarter of 2026 we saw excess available capacity compared to demand for ocean freight which continued to put pressure on ocean sell and buy rates. Additional ocean and air transportation capacity will become available as demand softens due to uncertainty in geopolitical, economic conditions and trade regulations. These conditions have resulted in pricing volatility that we expect to continue as carriers adapt to changes in demand, changing fuel prices, available capacity, security risks and react to governmental trade policies and other regulations. Additionally, we cannot predict the direct or indirect impact that further changes in purchasing behavior, such as the evolution of international direct e-commerce platforms, could have on our business. Some customers are relocating manufacturing to other countries to mitigate the impact of higher tariffs on imports, reduce their supply chain risks, address disruptions caused by pandemics and geopolitical issues. These changes could negatively affect our business.

Seasonality

Historically, our operating results have been subject to seasonal demand trends with the first quarter being the weakest and the third and fourth quarters being the strongest; however, there is no assurance that this seasonal trend will occur in the future or to what degree it will be impacted by an uncertain economy. This historical pattern has been the result of, or influenced by, numerous factors, including weather patterns, national holidays, consumer demand, new product launches, just-in-time inventory models, economic conditions, pandemics, governmental policies, inter-governmental disputes and a myriad of other similar and subtle forces.

A significant portion of our revenues is derived from customers in the retail and technology industries whose shipping patterns are tied closely to consumer demand, as well as the scaling of AI infrastructure, and from customers in industries whose shipping patterns are dependent upon just-in-time production schedules. Therefore, the timing of our revenues is, to a large degree, impacted by factors out of our control, such as a sudden change in consumer demand for retail goods, changes in trade tariffs, product launches, disruptions in supply chains and/or manufacturing production delays. Additionally, many customers ship a significant portion of their goods at or near the end of a quarter and, therefore, we may not learn of a shortfall in revenues until late in a quarter.

To the extent that a shortfall in revenues or earnings was not expected by securities analysts or investors, any such shortfall from levels predicted by securities analysts or investors could have an immediate and adverse effect on the trading price of our stock. We cannot accurately forecast many of these factors, nor can we estimate accurately the relative influence of any particular factor and, as a result, there can be no assurance that historical patterns will continue in future periods.

Critical Accounting Estimates

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and judgments. We base our estimates on historical experience and on assumptions that we believe are reasonable. Our critical accounting estimates are discussed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our annual report on Form 10-K for the year ended December 31, 2025, filed on February 25, 2026. There have been no material changes to the critical accounting estimates previously disclosed in that report.

Results of Operations

The following table shows the revenues, directly related cost of transportation and other expenses for our principal services and our overhead expenses for the three months ended March 31, 2026 and 2025, including the respective percentage changes comparing 2026 and 2025.

The table and the accompanying discussion and analysis should be read in conjunction with the condensed consolidated financial statements and related notes thereto in this quarterly report.

	Three months ended March 31,
(in thousands)	2026		2025		Percentage<br>change
Airfreight services:
Revenues	$	1,030,863	$	901,760	14%
Expenses		769,483		648,494	19
Ocean freight services and ocean services:
Revenues		598,884		781,665	(23)
Expenses		416,021		573,901	(28)
Customs brokerage and other services:
Revenues		1,153,215		982,994	17
Expenses		625,647		554,280	13
Overhead expenses:
Salaries and related costs		499,571		457,937	9
Other		177,412		165,949	7
Total overhead expenses		676,983		623,886	9
Operating income		294,828		265,858	11
Other income, net		11,658		10,023	16
Earnings before income taxes		306,486		275,881	11
Income tax expense		76,442		71,782	6
Net earnings		230,044		204,099	13
Less net earnings attributable to<br>     the noncontrolling interest		434		304	43
Net earnings attributable to shareholders	$	229,610	$	203,795	13%

Airfreight services:

Airfreight services revenues and expenses increased 14% and 19%, respectively, during the three months ended March 31, 2026, as compared with the same period in 2025, due to 9% and 14% increases in average sell and buy rates, respectively, and a 5% increase in tonnage. Tonnage improved in 2026 as a result of increased market demand by the technology sector compared to the first quarter of 2025.

Tonnage increased on exports from North Asia, South Asia and MAIR during the three months ended March 31, 2026, as compared with the same period in 2025, as demand from technology customers remained strong while being partially offset by lower volumes from North America and Europe.

Average sell rates increased during the three months ended March 31, 2026 as compared to the same period in 2025 on exports out of North Asia and Europe as higher carrier buy rates from the fourth quarter of 2025 were passed on to customers in the first quarter of 2026. Average buy rates increased during the three months ended March 31, 2026 compared with the same period in 2025, most significantly on exports out of North Asia and Europe as demand from technology customers remained strong. During the latter part of March and continuing in the first few weeks of the second quarter growth in sell rates has outpaced growth in buy rates amid capacity constraints caused by the conflict in the Middle East.

Seasonal changes in demand, impact from disruptions in the ocean market due to security concerns, jet fuel prices and supply disruptions, and variable demand for airfreight capacity from direct e-commerce business could cause volatility in average buy rates on certain routes. Additionally, geopolitical concerns, the conflict in the Middle East, inter-governmental trade disputes and the dynamic trade environment on imports to the U.S. create uncertainty in the economy. As shippers and carriers react to these volatile conditions, it may negatively affect demand for airfreight services, which could significantly reduce our volumes in the coming quarters. Though we are unable to predict how these uncertainties and any future disruptions may affect our operations or financial results prospectively, these conditions could result in significant decreases in our revenues and operating income.

Ocean freight and ocean services:

Ocean freight and ocean services consists of three basic services: ocean freight consolidation, order management and direct ocean forwarding. Ocean freight and ocean services revenues and expense decreased 23% and 28%, respectively, for the three months ended March 31, 2026, as compared with the same period in 2025. The largest component of our ocean freight and ocean services revenue is derived from ocean freight consolidation, which represented 60% and 71% of ocean freight and ocean services revenue for the three months ended March 31, 2026 and 2025, respectively.

Ocean freight consolidation revenues and expense decreased 35% and 37%, respectively, for the three months ended March 31, 2026, as compared with the same period in 2025, primarily due to 33% and 32% decreases in average sell and buy rates and a 4% decrease in containers shipped. Containers shipped decreased most significantly on exports out of North Asia which was partially offset by increases in South Asia. The declines in average buy rates and sell rates are due to continued available capacity exceeding demand. Sell and buy rates in the first quarter of 2026 were comparable to the fourth quarter of 2025.

North Asia ocean freight and ocean services revenues and expenses decreased 38% and 40%, respectively, driven by 38% and 37% decreases in average sell and buy rates and a 12% decrease in containers shipped as customers accelerated shipments from China in the first half of the 2025 in anticipation of tariff changes.

Order management revenues and expenses increased 13%, and 12%, respectively, for the three months ended March 31, 2026, respectively, as compared to the same period in 2025 due to higher volumes from new and existing customers. Direct ocean freight forwarding revenues and expenses remained relatively flat for the three months ended March 31, 2026, as compared to the same period in 2025.

The global economic and trade environment are increasingly volatile with uncertainty in trade tariffs and inter-governmental disputes. Recent geopolitical tensions, most notably the Iran conflict and the closure of the Strait of Hormuz, have introduced additional risks. Further, carriers are expected to add new vessels in 2026 and 2027. While some volumes are shifting to other routes and as customers look to mitigate their exposure to U.S./China-specific tariffs, it is too early to know what the overall long-term impact on volumes might be. If safe passage through the Red Sea resumes, additional capacity will become available due to shorter transit times. These conditions could further depress sell and buy rates and cause decreases in our revenues and operating income, depending on how carriers adapt to conditions and manage available capacity.

Customs brokerage and other services:

Customs brokerage and other services revenues increased 17% and expenses increased 13% for the three months ended March 31, 2026, as compared with the same period in 2025. These changes are primarily due to increases in the number and complexity of customs clearances, road freight and warehousing and distribution. The continued complexity in customs brokerage due to the dynamic trade environment has resulted in higher fees and growing demand for our brokerage services from customers across many business sectors. Our road freight and warehousing and distribution services continued to be sustained by demand from the technology sector, leading to higher shipment volumes, principally in North America and Europe.

North America revenues increased 18% and expenses increased 13% for the three months ended March 31, 2026, as compared with the same period in 2025. Europe revenues increased 20% and expenses increased 16%, respectively, for the three months ended March 31, 2026, as compared with the same period in 2025.

Customers value our brokerage services due to an increasingly dynamic and complex trade environment, and its impact on the declaration process. They seek knowledgeable customs brokers with operational capacity and sophisticated systems capabilities critical to an overall logistics management program that are necessary to rapidly respond to changes in the regulatory and security environment. Should international trade slow or there is substantial removal of tariffs, our revenues and operating income could be negatively impacted.

Overhead expenses:

Salaries and related costs increased 9% for the three months ended March 31, 2026 as compared with the same period in 2025, principally due to a 6% increase in headcount, increases in base salaries and higher incentive compensation from improved operating results.

Historically, the relatively consistent relationship between salaries and operating income has been the result of a compensation philosophy that has been maintained since the inception of our company: offer a modest base salary and the opportunity to share in a fixed and determinable percentage of the operating profit of the business unit controlled by each key employee. Using this compensation model, changes in individual incentive compensation occur in proportion to changes in our operating income, creating an alignment between branch and corporate performance and shareholder interests.

Our management compensation programs have always been incentive-based and performance driven. Total bonuses to field and executive management for the three months ended March 31, 2026, increased 4%, when compared to the same period in 2025, primarily due to higher operating income.

Generally, no management bonuses can be paid unless the relevant business unit is profitable. Any operating losses must be offset in their entirety by operating profits before management is eligible for a bonus. Executive management, in limited circumstances, makes exceptions at the branch operating unit level. Since the most significant portion of management compensation comes from the incentive bonus programs, we believe that this cumulative feature is a disincentive to excessive risk taking by our managers. The outcome of any higher risk transactions, such as overriding established credit limits, would be known in a relatively short time frame. Management believes that when the potential and certain impact on the bonus is fully considered in light of the short operating cycle of our services, the potential for short-term gains that could be generated by engaging in risky business practices is sufficiently mitigated to discourage excessive and inappropriate risk taking. Management believes that both the stability and the long-term growth in revenues, operating income and net earnings are a result of the incentives inherent in our compensation programs.

Other overhead expenses increased 7% for the three months ended March 31, 2026, as compared with the same period in 2025. This increase is primarily due to technology related expenses, higher rent and occupancy expenses, and higher claims expense.

Income tax expense:

Our consolidated effective income tax rate was 24.9% for the three months ended March 31, 2026, as compared to 26.0% in the comparable period of 2025. The decrease was principally from favorable effects of changes in share-based compensation related permanent differences. All periods benefited from U.S. Federal tax credits principally because of withholding taxes related to our foreign operations as well as U.S. income tax benefits for deductions related to certain foreign-derived income (FDDEI). These benefits were offset by the effect of higher foreign tax rates of the Company's international subsidiaries, when compared to the U.S. Federal income tax rate of 21%.

Elements of enacted tax laws and regulations could be impacted by further legislative action as well as additional interpretations and guidance issued by the Internal Revenue Service or the U.S. Department of the Treasury and by similar governmental bodies in jurisdictions outside of the U.S. Such changes could impact the estimates of the amounts the Company has recorded.

Our effective tax rate is subject to variation and the effective tax rate may be more or less volatile based on the amounts of pre-tax income. Total consolidated foreign income tax expense is composed of the income tax expense of our non-U.S. subsidiaries as well as income based withholding taxes paid by our non-U.S. subsidiaries on behalf of its parent for intercompany payments, including the remittance of dividends, some of which do not qualify for tax credits under U.S. income tax laws and regulations. The tax benefit associated with non-qualified stock option and restricted stock unit grants is recorded when the related compensation expense is recorded (excess tax benefits are recorded upon the exercise of non-qualified stock options and vesting of restricted stock units and performance share units), while the tax benefit received for employee stock purchase plan shares cannot be anticipated and are therefore recognized if and when a disqualifying disposition occurs.

Currency and Other Risk Factors

The nature of our worldwide operations necessitates transacting in a multitude of currencies other than the U.S. dollar. That exposes us to the inherent risks of volatile international currency markets and governmental interference. Some of the countries where we maintain offices and/or have agency relationships maintain strict currency control regulations that influence our ability to hedge foreign currency exposure. Historically, derivative financial instruments have not been used to manage foreign currency risk. In lieu of the use of foreign currency derivatives we instead try to compensate for these exposures by accelerating international currency settlements among our offices and agents. In the future, we may enter into foreign currency hedging transactions to manage our foreign currency risk. There are also regulatory or commercial limitations on our ability to move money freely, which could be impacted by inter-governmental disputes or new trade restrictions. We had no foreign currency derivatives outstanding at March 31, 2026 and December 31, 2025. For the three months ended March 31, 2026, net foreign currency transactional gains were approximately $2 million compared to net foreign currency losses of approximately $5 million in the same period in 2025. The net impact of foreign exchange rate fluctuation on the translation of our foreign operations, as included in other comprehensive income, was a loss of $12 million and an income of $13 million, net of taxes, in the three months ended March 31, 2026, and 2025, respectively.

Historically, our business has not been adversely affected by inflation. Beginning in 2021 and continuing through 2025, many countries including the United States experienced elevated levels of inflation. As a result, our business continues to experience rising labor costs, service provider rate increases, higher rent and occupancy and other expenses. Due to the high degree of competition in the marketplace we may not be able to increase our prices to our customers to offset this inflationary pressure, which could lead to an erosion in our margins and operating income in the future. Conversely, raising our prices to keep pace with inflationary pressure may result in a decrease in volume and customer demand for our services. As we are not required to purchase or maintain extensive property and equipment and have not otherwise incurred substantial interest rate-sensitive indebtedness, we currently have limited direct exposure to increased interest expense resulting from increases in interest rates.

There is uncertainty as to how supply and volatility in oil prices will continue to impact future buy rates and available airfreight capacity. Because fuel is an integral part of carriers' costs and impacts both our buy rates and sell rates, we expect our revenues and costs to be impacted as carriers adjust rates for the effect of changing fuel prices. To the extent that future fuel prices increase, and we are unable to pass through the increase to our customers, fuel price increases could adversely affect our operating income.

Liquidity and Capital Resources

Our principal source of liquidity is cash and cash equivalents and cash generated from operating activities. Net cash provided by operating activities for the three months ended March 31, 2026 was $309 million as compared with $343 million for the same period in 2025. The decrease of $34 million for the three months ended March 31, 2026, was primarily due changes in working capital due to increase in revenue activity in the latter part of the quarter. At March 31, 2026, working capital was $1,611 million, including cash and cash equivalents of $1,316 million. Other than our recorded lease liabilities, we had no long-term obligations or debt at March 31, 2026. Management believes that our current cash position and operating cash flows will be sufficient to meet our capital and liquidity requirements for at least the next 12 months and thereafter for the foreseeable future, including meeting any contingent liabilities related to standby letters of credit and other obligations.

As a customs broker, we make significant short-term cash advances for a select group of our credit-worthy customers. These cash advances are for customer obligations such as the payment of duties and taxes to customs authorities in various countries throughout the world. Higher duty rates have resulted in increases in the amounts we advance on behalf of our customers. Given the short time frame until we are reimbursed, we do not expect these outlays to have a significant effect on our liquidity. Cash advances are a “pass through” and are not recorded as a component of revenue and expense, except for fees associated with this service charged to customers. The billings of such advances to customers are accounted for as a direct increase in accounts receivable from the customer and a corresponding increase in accounts payable to governmental customs authorities. As a result of these “pass through” billings, the conventional Days Sales Outstanding or DSO calculation does not directly measure collection efficiency.

For customers that meet certain criteria, we have agreed to extend payment terms beyond our customary terms. Management believes that it has established effective credit control procedures and historically has experienced relatively insignificant collection problems.

Our business historically has been subject to seasonal fluctuations, and this is expected to continue in the future. Cash flows fluctuate as a result of this seasonality. Historically, the first quarter shows an excess of customer collections over customer billings. This results in positive cash flow. The increased activity associated with periods of higher demand (typically commencing late second or early third quarter and continuing well into the fourth quarter) causes an excess of customer billings over customer collections. This cyclical growth in customer receivables consumes available cash. However, there is no assurance that this seasonal pattern will hold true in future periods.

Cash used in investing activities for the three months ended March 31, 2026 was $12 million as compared with $13 million for the same period in 2025, primarily for capital expenditures. Capital expenditures in the three months ended March 31, 2026 were primarily related to continuing investments in building and leasehold improvements and technology and facilities equipment. Total anticipated capital expenditures in 2026 are currently estimated to be approximately $80 million. This includes investments in technology infrastructure, leasehold and building improvements and routine capital expenditures.

Cash used in financing activities during the three months ended March 31, 2026 was $290 million as compared with $166 million for the same period in 2025. We have a Discretionary Stock Repurchase Plan under which management is allowed to repurchase shares to reduce the issued and outstanding stock to 130 million shares of common stock. A new repurchase program has been adopted as authorized by the Board of Directors in February 2026, as described in Part II, Item 2 of this report. We use the proceeds from stock option exercises, employee stock purchases and available cash to repurchase our common stock on the open market to reduce outstanding shares. During the three months ended March 31, 2026, we used cash to repurchase 2.0 million shares of common stock at an average price of $145.90 per share compared to 1.5 million shares of common stock at an average price of $117.29 during the same period in 2025.

We follow established guidelines relating to credit quality, diversification and maturities of our investments to preserve principal and maintain liquidity. Historically, our investment portfolio has not been adversely impacted by disruptions occurring in the credit markets. However, there can be no assurance that our investment portfolio will not be adversely affected in the future.

We cannot predict what further impact ongoing uncertainties in the global economy, inflation, future interest rates, and political conflicts and uncertainty, may have on our operating results, freight volumes, pricing, amounts advanced on behalf of our customers, changes in consumer demand, carrier stability and capacity, customers’ abilities to pay or changes in competitors' behavior.

We maintain international unsecured bank lines of credit for short-term working capital purposes. A few of these credit lines are supported by standby letters of credit issued by a United States bank or guarantees issued by the Company to the foreign banks issuing the credit line. At March 31, 2026, borrowings under these credit lines were $33 million and we were contingently liable for $80 million from standby letters of credit and guarantees. The standby letters of credit and guarantees primarily relate to obligations of our foreign subsidiaries for credit extended in the ordinary course of business by direct carriers, primarily airlines, and for duty and tax deferrals available from governmental entities responsible for customs and value-added-tax (VAT) taxation. The total underlying amounts due and payable for transportation and governmental excises are properly recorded as obligations in the accounting records of the respective foreign subsidiaries, and there would be no need to record additional expense in the unlikely event the parent company is required to perform.

Our foreign subsidiaries regularly remit dividends to the U.S. parent company after evaluating their working capital requirements and funds necessary to finance local capital expenditures. In some cases, our ability to repatriate funds from foreign operations may be subject to foreign exchange controls or could be impacted by inter-governmental disputes or new trade restrictions. At March 31, 2026, cash and cash equivalent balances of $518 million were held by our non-United States subsidiaries, of which $1 million was held in banks in the United States. Earnings of our foreign subsidiaries are not considered to be indefinitely reinvested outside of the United States.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These risks are primarily related to foreign exchange risk and changes in short-term interest rates. The potential impact of our exposure to these risks is presented below:

Foreign Exchange Risk

We conduct business in many different countries and currencies. Our business often results in billings issued in a country and currency that differs from that where the expenses related to the service are incurred. In the ordinary course of business, we create numerous intercompany transactions and may have receivables, payables and currencies that are not denominated in the local functional currency. This brings foreign exchange risk to our earnings.

The principal foreign exchange risks to which Expeditors is exposed include Chinese Yuan, Indian Rupee, Euro, Mexican Peso, Canadian Dollar, British Pound and Vietnamese Dong.

Most of our subsidiaries operate in functional currencies other than the U.S. dollar. The translation of foreign subsidiaries' non-US denominated balance sheets and income statements into U.S. dollar for consolidated reporting, results in a cumulative translation adjustment to accumulated other comprehensive loss within shareholders' equity.

Foreign exchange rate translation sensitivity analysis can be quantified by estimating the impact on our earnings as a result of hypothetical changes in the value of the U.S. dollar, our functional currency, relative to the other currencies in which we transact business. All other things being equal, an average 10% weakening of the U.S. dollar, throughout the three months ended March 31, 2026, would have had the effect of raising operating income by approximately $17 million. An average 10% strengthening of the U.S. dollar, for the same period, would have the effect of reducing operating income by approximately $14 million. This analysis does not take into account changes in shipping patterns based upon this hypothetical currency fluctuation. For example, a weakening in the U.S. dollar would be expected to increase exports from the United States and decrease imports into the United States over some relevant period of time, but the exact effect of this change cannot be quantified without making speculative assumptions.

Historically, derivative financial instruments have not been used to manage foreign currency risk. For the three months ended March 31, 2026, net foreign currency transactional gains were approximately $2 million compared to net foreign currency transactional losses of approximately $5 million during the same period in 2025. The net impact of foreign exchange rate fluctuation on the translation of our foreign operations, as included in other comprehensive income, was a loss of $12 million and an income of $13 million, net of taxes, in the three months ended March 31, 2026, and 2025, respectively. In lieu of the use of foreign currency derivatives, we instead follow a policy of accelerating international currency settlements to manage foreign exchange risk relative to intercompany billings. As of March 31, 2026, we had approximately $224 million of net unsettled intercompany transactions. The majority of intercompany billings are resolved within 30 days.

Interest Rate Risk

At March 31, 2026, we had cash and cash equivalents of $1,316 million of which $773 million was invested at various short-term market interest rates. We had no long-term debt at March 31, 2026. A hypothetical change in the interest rate of 10 basis points at March 31, 2026 would not have a significant impact on our earnings. In management’s opinion, there has been no material change in our interest rate risk exposure in the first quarter of 2026.

Item 4. Controls and Procedures

Our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer and Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and based on their evaluation have concluded the disclosure controls and procedures were effective as of that date.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the first quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1A. Risk Factors

In addition to the other information set forth in this report, careful consideration should be given to the risk factors under Item 1A Risk Factors in our Annual Report on Form 10-K filed on February 25, 2026. There have been no material changes in Expeditors' risk factors from those disclosed under Item 1A Risk Factors in our annual report on Form 10-K filed on February 25, 2026.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

ISSUER PURCHASES OF EQUITY SECURITIES

(shares in thousands)

Period	Total number<br>of shares<br>purchased (1)		Average price<br>paid per share (2)		Total number<br>of shares<br>purchased as<br>part of publicly<br>announced<br>plans		Maximum<br>number of<br>shares that may<br>yet be<br>purchased<br>under the plans
January 1-31, 2026		200	$	159.38		200		3,697
February 1-28, 2026		400		146.63		400		3,402
March 1-31, 2026		1,420		143.79		1,420		2,024
Total		2,020	$	145.90		2,020		2,024

1Repurchases are being executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases including through a Rule 10b5-1 plan. The Company’s existing repurchase authorization permits repurchases until outstanding shares are reduced to 130 million.

2Average price paid per share includes transaction costs associated with the repurchases.

In November 2001, Expeditors' Board of Directors authorized a Discretionary Stock Repurchase Plan for the purpose of repurchasing our common stock in the open market to reduce the issued and outstanding stock down to 200 million outstanding shares. Subsequently, the Board of Directors has from time to time increased the amount of our common stock that may be repurchased. The Board of Directors last authorized repurchases from 140 million shares of common stock down to 130 million on February 19, 2024. The maximum number of shares available for repurchase under this plan will increase as the total number of outstanding shares increases. This authorization has no expiration date. On February 23, 2026, the Board of Directors authorized a new share repurchase program that permits the repurchase of up to $3 billion of the Company's common stock, effective upon the expiration of the current program, which will occur when the outstanding shares of common stock reach 130 million. This plan has no expiration date and may be terminated at any time.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

• Effective May 5, 2026, the Company entered into a new Employment Agreement with each of Daniel Wall, President and Chief Executive Officer; Blake Bell, President, Global Business Development; Kelly Blacker, President, Global Geographies; Roberto Martinez, President, Global Products; and David Hackett, Senior Vice President & Chief Financial Officer for a period of one year which will renew automatically. Under the terms of each of their Employment Agreements, such officer will receive an annual base salary (currently $100,000), subject to periodic review and adjustment by the Company’s Board of Directors or its Compensation Committee. Such officer is also eligible to receive incentive-based compensation as established by the Company’s Board of Directors or its Compensation Committee. The Employment Agreement contains a mandatory six-month non-compete and 12-month non-solicitation provision, except in the event of a change of control. The Employment Agreement also provides for severance benefits of (i) one-half of total annual cash compensation in the event of a

• termination without cause, (ii) one year of base salary in the event of resignation, and (iii) two (2) times (or 2.99 times for Daniel Wall) total annual cash compensation in the event of a termination without cause or resignation for good reason in the event of a change of control, subject to a release of claims under (i) and (iii). In addition, the new Employment Agreement includes clarifying definitions, such as the inclusion of deferred cash compensation in the definition of total annual cash compensation, and provisions regarding Sections 409A and 280G of the Internal Revenue Code of 1986, as amended. The Employment Agreement includes a provision limiting the total severance payments to no more than 2.99 times the employee’s total cash compensation, in accordance with Company policy. In the event of a termination without cause or resignation for good reason in the event of a change of control, the Company is required to pay the cost of COBRA coverage for up to 24 months. Finally, the Employment Agreement contains customary confidentiality provisions.

On May 5, 2026, the Compensation Committee approved a new form of Performance Share Award Agreement to modify the treatment of Performance Share Units (PSUs) in the event of a change in control when replacement awards are not issued. In such instance, the participant shall be entitled to receive a payment/settlement with respect to all PSUs corresponding to a performance period (x) based on actual performance, to the extent determinable, through the date immediately prior to the date of the change in control, with performance goals adjusted to reflect the truncated performance period and payable without proration or (y) as if target performance was achieved, whichever shall result in the largest payout.

The foregoing is a summary of the material terms of the Employment Agreements and of the change to the form of Performance Share Award Agreement and does not purport to be complete. The Employment Agreements and the form of Performance Share Award Agreement are attached as Exhibits 10.20, 10.21, 10.22, 10.23,10,24 and 10.73 to this Quarterly Report on Form 10-Q.

• Not applicable.
• During the quarterly period ended March 31, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-K.

Exhibit<br><br>Number	Description
10.20	Form of Employment Agreement for Daniel Wall, Expeditors' President & Chief Executive Officer, effective as of May 5, 2026.
10.21	Form of Employment Agreement for David Hackett, Expeditors' Senior Vice President & Chief Financial Officer, effective as of May 5, 2026.
10.22	Form of Employment Agreement for Blake Bell effective as of May 5, 2026.
10.23	Form of Employment Agreement for Kelly Blacker effective as of May 5, 2026.
10.24	Form of Employment Agreement for Roberto Martinez effective as of May 5, 2026.
10.73	Form of Performance Share Award Agreement used in connection with performance share units granted under Expeditors' Amended and Restated 2017 Omnibus Incentive Plan, effective as of May 5, 2026.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, has been formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
May 6, 2026	/s/ DANIEL R. WALL
	Daniel R. Wall, President, Chief Executive Officer and Director
May 6, 2026	/s/ DAVID A. HACKETT
	David A. Hackett, Senior Vice President and Chief Financial Officer

EX-10.20

EXHIBIT 10.20

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and is effective as of May 5, 2026, by and between Daniel Wall ("Employee") and Expeditors International of Washington, Inc., a Washington corporation ("Employer''). In consideration of the mutual covenants and conditions set forth herein, the parties hereby agree as follows:

• Employment

• In connection with the election of Employee to the office of President and Chief Executive Officer and for other good and lawful consideration as set forth herein, Employee's compensation and terms of employment shall be as set forth in this Agreement.

• Employee agrees to render services to the best of his/her ability on a full-time basis during the term of this Agreement, and shall perform such duties as the Board of Directors of Employer or Employee's immediate supervisor shall from time to time direct.

• Term

Subject to Employer's right to terminate Employee's employment at the pleasure of its Board of Directors as set forth in Paragraph 6 below, this Agreement shall commence on the date first set forth above and end with the date of the next annual meeting of the Board of Directors (the "Initial Term"). The term of this Agreement shall be automatically extended for additional twelve (12) month terms in the event that the Employee shall be elected or re-elected as an executive officer at a subsequent annual meeting of the Board of Directors. This Agreement shall not be automatically extended and shall expire in the event that either party hereto shall have given written notice pursuant to the terms of Paragraph 6 of the Agreement.

• Compensation

For all services rendered by Employee under this Agreement, Employee shall receive base salary and incentive compensation, as established from time to time by the Compensation Committee of the Board of Directors. Employee's title and other benefits will be subject to reasonable adjustment by action of Employer's Board of Directors.

• Benefits

During the term of employment hereunder, Employee shall be entitled to participate fully in any policies which Employer may adopt generally for employees including policies for vacation, holidays, paid sick leave, group medical, life insurance and other employee benefits. Employer shall pay or reimburse Employee for all reasonable travel and other expenses incurred or paid by Employee in connection with the performance of services under this Agreement upon presentation of expense vouchers and such other supporting information as Employer may from time to time reasonably request.

• Warranties

Employee represents to Employer that Employee is free to enter into this Agreement and that Employee has no commitment, arrangement or understanding to or with any third party which restrains or is in conflict with this Agreement which would operate to prevent Employee from performing the services which Employee has agreed to provide.

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EXHIBIT 10.20

• Termination

• For Cause: Employer may terminate Employee's employment hereunder upon two (2) days prior written notice to Employee for Cause, and the salary and all other compensation referred to above shall cease upon the effective date of any such termination for Cause. Upon Employee’s termination for Cause, Employee shall have no right to any further remuneration, other than base salary through Employee’s final day of employment.

• Without Cause (No Change in Control): Employer may terminate Employee's employment at any time upon fifteen (15) days prior written notice and without cause; provided, that Employee shall receive as his/her sole remedy for such termination, a lump sum payment equal to one half (1/2) of the Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment. The payment will be paid to the Employee and will be made no later than March 15 of the calendar year following the calendar of the Employee's termination of employment. Employee shall only be entitled to a payment under this Paragraph 6(b) if Employee first signs and then does not revoke as may be allowed by law, a separation and release agreement (the “Release”) in favor of Employer (including all its employees, officers, directors and agents) in a form chosen by Employer in its sole discretion.

• Resignation (No Change in Control): In the event that Employee shall resign or otherwise refuse to continue to provide services to the Employer, the salary and all other compensation referred to above shall cease as of the effective date of the resignation; except that Employee will be paid a lump sum payment of one year’s Base Salary.

• Death or Disability: This Agreement and Employee's employment and compensation shall in any event terminate upon the death of Employee or the inability of Employee to perform the duties and functions of his/her position for a period of ninety (90) consecutive days due to sickness, disability or any other cause beyond his/her control, unless Employer grants Employee a leave of absence with or without all or a portion of his/her salary or other benefits, as may be specified.

• Without Cause or for Good Reason (Change in Control): Notwithstanding anything to the contrary set forth in Section 6(b) or 6(c), and subject to Employee’s execution and delivery of the Release, if within 24 months following a Change in Control, Employee terminates his employment for Good Reason, or Employee’s employment is terminated by Employer for a reason other than death, Disability or Cause, then, subject to Section 6(f) below, then Employer shall pay Employee an amount equal to 2.99 times Employee’s Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment (but disregarding any reduction that gives rise to Good Reason). Any amount payable pursuant to this subsection (e) shall be paid in a single lump sum cash payment within 60 days following the Termination Date; provided, however that if the Change in Control does not constitute a “change in control event” for purposes of Section 409A of the Code and the regulations promulgated thereunder, any amount payable pursuant to this subsection (e) instead shall be payable over the two-year period immediately following the Termination Date (the “CIC Severance Period”), with such amount to be paid in substantially equal installments in accordance with Employer’s regularly-scheduled payroll dates during the CIC Severance Period with the first payment being made on the first normal payroll date following the 60th day following the Termination Date, and amount otherwise payable prior to such first payroll date shall be paid on such date without interest thereon.

Employer shall pay to Employee, for the period ending on the earliest of (i) 24 months following the Termination Date, (ii) the date of Employee’s full-time employment by another employer, if that employer has comparable family health insurance coverage, or (iii) Employee’s death, a monthly cash payment, payable on the first business day of each month that follows the Termination Date, in an amount equal to Employee’s monthly premium cost for “COBRA” family health coverage under Employer’s group health plan.

• Section 409A. Notwithstanding any provision to the contrary herein, to the extent that any

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EXHIBIT 10.20

• payments to which Employee becomes entitled under this Agreement, or any agreement or plan referenced herein constitute deferred compensation subject to Section 409A of the Code (“Deferred Payments”), if (i) Employee becomes entitled to such payments in connection with a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) and (ii) Employee is deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code, the Deferred Payments shall be paid to Employee during the six-month period following Employee’s “separation from service” to the extent that Employer reasonably determines that paying such amounts at the time or times indicated in this Agreement would not be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. Any amounts not paid to Employee during the six-month period described in the foregoing sentence shall accrue and be delayed and shall be paid to Employee in a lump sum within 30 days after the end of such six-month period. Any amounts payable to Employee after the expiration of such six-month period under this Agreement shall continue to be paid to Employee in accordance with the terms of this Agreement. If Employee dies during such six-month period and prior to the payment of the delayed amounts hereunder, such unpaid delayed payments shall be paid to the personal representative of Employee’s estate within 30 days after the date of Employee’s death. If a portion of the severance pay or benefits is (i) a Deferred Payment, (ii) the payment thereof is contingent upon execution and nonrevocation of a general release of claims, and (iii) the period for considering or revoking the release spans two calendar years, then the portion of the severance pay or benefits that is a Deferred Payment will be paid or begin to be paid on the first business day of the second calendar year.

• Limitation on Termination Payments. Notwithstanding the provisions in this Agreement, the Severance Amounts paid pursuant to this Section 6 or otherwise in connection with Employee’s termination of employment with Employer shall not exceed the Payment Limit. To the extent that any Severance Amounts to be paid pursuant to this Section 6 or otherwise would exceed the Payment Limit, such Severance Amounts shall be reduced to the Payment Limit. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, (i) seek shareholder approval of the payment of Severance Amounts in excess of the Payment Limit or (ii) waive this provision at any time.

• Definitions.

The following words and phrases shall have the meanings set forth below for the purposes of this Agreement (unless the context clearly indicates otherwise):

“Base Salary” as used herein shall exclude any incentive or bonus compensation, any monthly automobile allowance, and any other benefit of reimbursement.

“Cause,” shall mean any act of Employee, which in the reasonable judgment of Employer's Board of Directors, constitutes dishonesty, larceny, fraud, deceit, gross negligence, a crime involving moral turpitude, willful misrepresentation to shareholders, directors or officers, or a material breach of this Agreement. For purposes of clarity, if Employer or its Board of Directors fail to renew this Agreement without Cause, then Employee shall be entitled to the benefits under 6(b) and 6(e) as applicable.

A “Change in Control” shall mean either one of the following: (i) when any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than Employer, a subsidiary thereof or an employee benefit plan of the Employer, including any trustee of such plan acting as trustee) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing fifty percent (50%) or more of the combined voting power of the Employer's then outstanding securities; or (ii) the occurrence of a transaction requiring shareholder approval, and involving the sale of all or substantially all of the assets of the Employer or the merger of the Employer with or into another corporation.

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EXHIBIT 10.20

“Disability” shall mean Employee’s permanent disability (within the meaning of Section 409A(a)(2)(C)(i) of the Code.

“Good Reason” shall mean (i) a material diminution of Employee’s annual base compensation, authority, duties or responsibilities, including without limitation the failure of Employer or its Board of Directors to re-elect Employee as an executive officer; (ii) a material change in Employee’s reporting relationship, including a requirement that Participant report to a corporate officer or employee instead of reporting directly to the Board; (iii) a material change in the geographic location at which Participant must perform the duties of his or her position; or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement, and in each case Employee has advised Employer in writing of the condition set forth above within ninety (90) days of the initial existence of the condition and Employer has not remedied the condition with thirty (30) days of receipt of such notice.

“Payment Limit” is an amount equal to 2.99 multiplied by Employee’s Total Cash Compensation.

“Plan” means Employer’s 2017 Amended and Restated Omnibus Incentive Plan.

“Replacement Awards” has the meaning set forth in Section 8 of the Plan.

“Severance Amounts” means any severance or termination payments including cash, equity or other pay that is paid out or vests due to Employee’s termination for any reason. Amounts include payments provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans. Estimated total value of Severance Amounts includes lump-sum payments, payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination. Severance Amounts do not include life insurance, pension benefits, or deferred pay earned and vested prior to termination.

“Termination Date” shall mean the date of Employee’s “separation from service” from Employer (within the meaning of Section 409A.

“Total Cash Compensation” as used herein includes Base Salary, any incentive or bonus compensation, and any monthly automobile allowance, but shall exclude any other benefit or expense reimbursement. Total Cash Compensation includes any salary or bonus amounts in Employer’s deferred compensation program.

• Section 280G Provisions.

• Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any benefit received pursuant to this Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that any benefit received or to be received by Employee in connection with a Change in Control (“Contract Benefits”) or any other plan, arrangement or agreement with Employer or an affiliate (collectively with the Contract Benefits, the “Total Benefits”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the net after-tax benefit received by Employee as a result of such reduction shall exceed the net after-tax benefit received by Employee if no such reduction was made. For purposes of this Section 7, “net after-tax benefit” shall mean the Total Benefits that Employee receives or is then entitled to receive from Employer that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (i) the amount of all federal, state and local income and employment taxes payable by Employee with respect to such “parachute payment,” calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Employee (based on the rates set forth in the Code as

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EXHIBIT 10.20

• in effect at the time of the first receipt of the foregoing benefits), and (ii) the amount of excise taxes imposed with respect to such “parachute payment” by Section 4999 of the Code. The Total Benefits shall be reduced in the following order: (A) reduction of any cash severance payments otherwise payable to Employee that are exempt from Section 409A of the Code; (B) reduction of any other cash payments or benefits otherwise payable to Employee that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (C) reduction of any other payments or benefits otherwise payable to Employee on a pro-rated basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting and payments with respect to any equity award that are exempt from Section 409A of the Code; and (D) reduction of any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would otherwise be made last in time.

• The accounting firm engaged by Employer (or its successor) for general tax purposes shall perform any adjustment pursuant to subsection (a) of this Section 7. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and to Employer within fifteen (15) calendar days of being engaged to perform such determination and adjustment, or at such other time as requested by Employer. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and Employer.

• Confidential Information

Employee recognizes that Employer's business and the business of other affiliates depend upon the use and protection of a large body of confidential and proprietary information now existing or to be developed in the future which will be referred to in this Agreement as "Confidential Trade Information." Employee intends that the meaning of Confidential Trade Information in this Agreement will be read as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible medium) which is related to Employer's business and the business of corporations affiliated with Employer or any of their potential future business and which is not generally and publicly known. Without limiting the foregoing, Employee agrees that the customer lists and lists of contracts and potential customers of Employer and its affiliates are and will be a part of the Confidential Trade Information. Employee agrees to protect and preserve as confidential during the term hereof, and at all times after its termination or expiration, all of the Confidential Trade Information at any time known to Employee or at any time in Employee's possession or control. Employee will neither use nor allow any other person or entity (including entities partially or wholly owned by Employee) to use in any way, except for the benefit of Employer and as directed by Employer, any of the Confidential Trade Information. Employee will, prior to or upon leaving employment with Employer, deliver to Employer any and all records, items, and media of any type (including all partial or complete copies or duplicates) containing or otherwise relating to any of the Confidential Trade Information, whether prepared or acquired by or provided to Employee. Employee acknowledges that all such records, items and media are at all times and shall remain the property of Employer.

• Covenant Not to Compete

• During the Employee’s employment and for six (6) months following termination of Employee’s employment, Employee hereby agrees that he/she will not directly or indirectly on Employee's own behalf or on behalf of or in conjunction with any person, business, firm, company, or other entity, set up, join, become employed by, be engaged in, or provide any advice, assistance, or services to, any enterprise (including, without limitation, any corporation, partnership, proprietorship, or other venture) which:

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EXHIBIT 10.20

• competes directly or indirectly with any business or service of Employer, including without limitation logistics, freight forwarding, transportation, customs brokerage, warehouse/distribution, order management, and freight data management; and

• is located within one hundred fifty (150) miles of any office of Employer or any affiliate of Employer.

• Without limiting the foregoing, Employee also agrees that he/she will not, during the term of this Agreement and for a period of 12 months following the termination of Employee’s employment with Employer cause or attempt to cause or induce any employee of Employer to leave the employment of Employer, or call on or otherwise solicit business from any of the customers of Employer which, at the time of termination of his/her employment, were listed (or ought to have been listed) in Employer's records, in respect of any service or product that competes directly or indirectly with any service provided or marketed by or actually under the development or active consideration by Employer at the time of Employee's termination.

• The provisions of this Section 9 do not apply in the event of a termination of Employee’s employment during the period beginning with a public announcement of a pending Change in Control event and ending two (2) years following the effective date of the completed transaction or on the date of the public announcement of the termination of the proposed transaction.

• Remedies

Employee agrees that damages for breach of his/her covenants under Paragraphs 8 and 9 above will be difficult to determine and probably inadequate to remedy the harm caused thereby and therefore consents that these covenants may be enforced by temporary or permanent injunction. Such injunctive relief shall be in addition and not in place of any other remedies available at law or equity. Employee further agrees that profits made in violation of these covenants shall be held in constructive trust for Employer. Employee acknowledges that the provisions of this Paragraph and such covenants are reasonable, that any lump sum payment made under Paragraph 6 would be adequate compensation under the circumstances, and that in any event Employee is capable of gainful employment without breaching such covenants. However, should any court or tribunal ever find that any provision of such covenants are illegal or unenforceable on the grounds of unreasonableness whether in period of time, geographical area or otherwise, then in that event the parties agree that such covenants shall be interpreted and enforced to the maximum extent which the court or tribunal deems reasonable. For purpose of this Paragraph and Paragraphs 8 and 9 of this Agreement, the term "Employer" shall include any subsidiary, agent or other affiliate of Employer.

• Entire Agreement; Modification

This Agreement, together with any equity award agreements referenced herein, constitute the entire Agreement between the parties and supersedes all prior agreements with respect to the subject matter herein. Any waiver, alteration or modification of any provisions of this Agreement, or the replacement of this Agreement shall not be valid unless in writing and signed by all the parties signing hereunder.

• Dispute Settlement

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Any such arbitration shall be conducted before a panel of three (3) arbitrators, of which each Party shall select one arbitrator, and such two arbitrators shall select a third. All decisions of the arbitration panel shall be taken by majority vote. Any such arbitration shall take place in Seattle, Washington, U.S.A.

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EXHIBIT 10.20

• Agreement Not Assignable

Employee may not assign any of his/her rights or delegate any of his/her duties hereunder. Employer may assign this Agreement and delegate its duties hereunder to any of its affiliates at any time owned by, owning or under common ownership, provided that Employee shall remain assigned to the business conducted by Employer or its successors.

• No Waiver

No waiver of the terms or provisions hereof shall be valid unless in writing signed by the party against which the enforcement of such waiver is sought, nor shall any waiver or failure to enforce any right hereunder be deemed to be a waiver of the same or any other right in any other instance.

• Successors

Subject to the restriction on assignment and delegation set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns and personal representatives.

• Notice

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by documented overnight delivery service or by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To Employer:

Expeditors International of Washington, Inc.

3545 Factoria Blvd. SE

Sterling Plaza 2, 3rd Floor

Bellevue, Washington 98006

Attn: General Counsel

To Employee: at Employee’s most recent address on the records of Employer

• Governing Law

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the laws of the State of Washington. The parties agree that any action to enforce any provision of this Agreement will be brought in the federal or state courts in King County, Washington.

[Signatures on Following Page]

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EXHIBIT 10.20

Expeditors International of Washington, Inc.

By: /s/ ROBERT CARLILE Name: Robert Carlile Title: Chairman of the Board

EMPLOYEE

By: /S/ DANIEL WALL Name: Daniel Wall Title: President and Chief Executive Officer

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EX-10.21

EXHIBIT 10.21

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and is effective as of May 5, 2026, by and between David Hackett ("Employee") and Expeditors International of Washington, Inc., a Washington corporation ("Employer''). In consideration of the mutual covenants and conditions set forth herein, the parties hereby agree as follows:

• Employment

• In connection with the election of Employee to the office of Senior Vice President and Chief Financial Officer and for other good and lawful consideration as set forth herein, Employee's compensation and terms of employment shall be as set forth in this Agreement.

• Employee agrees to render services to the best of his/her ability on a full-time basis during the term of this Agreement, and shall perform such duties as the Board of Directors of Employer or Employee's immediate supervisor shall from time to time direct.

• Term

Subject to Employer's right to terminate Employee's employment at the pleasure of its Board of Directors as set forth in Paragraph 6 below, this Agreement shall commence on the date first set forth above and end with the date of the next annual meeting of the Board of Directors (the "Initial Term"). The term of this Agreement shall be automatically extended for additional twelve (12) month terms in the event that the Employee shall be elected or re-elected as an executive officer at a subsequent annual meeting of the Board of Directors. This Agreement shall not be automatically extended and shall expire in the event that either party hereto shall have given written notice pursuant to the terms of Paragraph 6 of the Agreement.

• Compensation

For all services rendered by Employee under this Agreement, Employee shall receive base salary and incentive compensation, as established from time to time by the Compensation Committee of the Board of Directors. Employee's title and other benefits will be subject to reasonable adjustment by action of Employer's Board of Directors.

• Benefits

During the term of employment hereunder, Employee shall be entitled to participate fully in any policies which Employer may adopt generally for employees including policies for vacation, holidays, paid sick leave, group medical, life insurance and other employee benefits. Employer shall pay or reimburse Employee for all reasonable travel and other expenses incurred or paid by Employee in connection with the performance of services under this Agreement upon presentation of expense vouchers and such other supporting information as Employer may from time to time reasonably request.

• Warranties

Employee represents to Employer that Employee is free to enter into this Agreement and that Employee has no commitment, arrangement or understanding to or with any third party which restrains or is in conflict with this Agreement which would operate to prevent Employee from performing the services which Employee has agreed to provide.

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EXHIBIT 10.21

• Termination

• For Cause: Employer may terminate Employee's employment hereunder upon two (2) days prior written notice to Employee for Cause, and the salary and all other compensation referred to above shall cease upon the effective date of any such termination for Cause. Upon Employee’s termination for Cause, Employee shall have no right to any further remuneration, other than base salary through Employee’s final day of employment.

• Without Cause (No Change in Control): Employer may terminate Employee's employment at any time upon fifteen (15) days prior written notice and without cause; provided, that Employee shall receive as his/her sole remedy for such termination, a lump sum payment equal to one half (1/2) of the Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment. The payment will be paid to the Employee and will be made no later than March 15 of the calendar year following the calendar of the Employee's termination of employment. Employee shall only be entitled to a payment under this Paragraph 6(b) if Employee first signs and then does not revoke as may be allowed by law, a separation and release agreement (the “Release”) in favor of Employer (including all its employees, officers, directors and agents) in a form chosen by Employer in its sole discretion.

• Resignation (No Change in Control): In the event that Employee shall resign or otherwise refuse to continue to provide services to the Employer, the salary and all other compensation referred to above shall cease as of the effective date of the resignation; except that Employee will be paid a lump sum payment of one year’s Base Salary.

• Death or Disability: This Agreement and Employee's employment and compensation shall in any event terminate upon the death of Employee or the inability of Employee to perform the duties and functions of his/her position for a period of ninety (90) consecutive days due to sickness, disability or any other cause beyond his/her control, unless Employer grants Employee a leave of absence with or without all or a portion of his/her salary or other benefits, as may be specified.

• Without Cause or for Good Reason (Change in Control): Notwithstanding anything to the contrary set forth in Section 6(b) or 6(c), and subject to Employee’s execution and delivery of the Release, if within 24 months following a Change in Control, Employee terminates his employment for Good Reason, or Employee’s employment is terminated by Employer for a reason other than death, Disability or Cause, then, subject to Section 6(f) below, then Employer shall pay Employee an amount equal to two (2) times Employee’s Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment (but disregarding any reduction that gives rise to Good Reason). Any amount payable pursuant to this subsection ‎(e) shall be paid in a single lump sum cash payment within 60 days following the Termination Date; provided, however that if the Change in Control does not constitute a “change in control event” for purposes of Section 409A of the Code and the regulations promulgated thereunder, any amount payable pursuant to this subsection ‎(e) instead shall be payable over the two-year period immediately following the Termination Date (the “CIC Severance Period”), with such amount to be paid in substantially equal installments in accordance with Employer’s regularly-scheduled payroll dates during the CIC Severance Period with the first payment being made on the first normal payroll date following the 60th day following the Termination Date, and amount otherwise payable prior to such first payroll date shall be paid on such date without interest thereon.

Employer shall pay to Employee, for the period ending on the earliest of (i) 24 months following the Termination Date, (ii) the date of Employee’s full-time employment by another employer, if that employer has comparable family health insurance coverage, or (iii) Employee’s death, a monthly cash payment, payable on the first business day of each month that follows the Termination Date, in an amount equal to Employee’s monthly premium cost for “COBRA” family health coverage under Employer’s group health plan.

• Section 409A. Notwithstanding any provision to the contrary herein, to the extent that any

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EXHIBIT 10.21

• payments to which Employee becomes entitled under this Agreement, or any agreement or plan referenced herein constitute deferred compensation subject to Section 409A of the Code (“Deferred Payments”), if (i) Employee becomes entitled to such payments in connection with a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) and (ii) Employee is deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code, the Deferred Payments shall be paid to Employee during the six-month period following Employee’s “separation from service” to the extent that Employer reasonably determines that paying such amounts at the time or times indicated in this Agreement would not be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. Any amounts not paid to Employee during the six-month period described in the foregoing sentence shall accrue and be delayed and shall be paid to Employee in a lump sum within 30 days after the end of such six-month period. Any amounts payable to Employee after the expiration of such six-month period under this Agreement shall continue to be paid to Employee in accordance with the terms of this Agreement. If Employee dies during such six-month period and prior to the payment of the delayed amounts hereunder, such unpaid delayed payments shall be paid to the personal representative of Employee’s estate within 30 days after the date of Employee’s death. If a portion of the severance pay or benefits is (i) a Deferred Payment, (ii) the payment thereof is contingent upon execution and nonrevocation of a general release of claims, and (iii) the period for considering or revoking the release spans two calendar years, then the portion of the severance pay or benefits that is a Deferred Payment will be paid or begin to be paid on the first business day of the second calendar year.

• Limitation on Termination Payments. Notwithstanding the provisions in this Agreement, the Severance Amounts paid pursuant to this Section ‎6 or otherwise in connection with Employee’s termination of employment with Employer shall not exceed the Payment Limit. To the extent that any Severance Amounts to be paid pursuant to this Section ‎6 or otherwise would exceed the Payment Limit, such Severance Amounts shall be reduced to the Payment Limit. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, (i) seek shareholder approval of the payment of Severance Amounts in excess of the Payment Limit or (ii) waive this provision at any time.

• Definitions.

The following words and phrases shall have the meanings set forth below for the purposes of this Agreement (unless the context clearly indicates otherwise):

“Base Salary” as used herein shall exclude any incentive or bonus compensation, any monthly automobile allowance, and any other benefit of reimbursement.

“Cause,” shall mean any act of Employee, which in the reasonable judgment of Employer's Board of Directors, constitutes dishonesty, larceny, fraud, deceit, gross negligence, a crime involving moral turpitude, willful misrepresentation to shareholders, directors or officers, or a material breach of this Agreement. For purposes of clarity, if Employer or its Board of Directors fail to renew this Agreement without Cause, then Employee shall be entitled to the benefits under 6(b) and 6(e) as applicable.

A “Change in Control” shall mean either one of the following: (i) when any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than Employer, a subsidiary thereof or an employee benefit plan of the Employer, including any trustee of such plan acting as trustee) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing fifty percent (50%) or more of the combined voting power of the Employer's then outstanding securities; or (ii) the occurrence of a transaction requiring shareholder approval, and involving the sale of all or substantially all of the assets of the Employer or the merger of the Employer with or into another corporation.

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EXHIBIT 10.21

“Disability” shall mean Employee’s permanent disability (within the meaning of Section 409A(a)(2)(C)(i) of the Code.

“Good Reason” shall mean (i) a material diminution of Employee’s annual base compensation, authority, duties or responsibilities, including without limitation the failure of Employer or its Board of Directors to re-elect Employee as an executive officer; (ii) a material change in Employee’s reporting relationship, including a requirement that Participant report to a corporate officer or employee instead of reporting directly to the Board; (iii) a material change in the geographic location at which Participant must perform the duties of his or her position; or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement, and in each case Employee has advised Employer in writing of the condition set forth above within ninety (90) days of the initial existence of the condition and Employer has not remedied the condition with thirty (30) days of receipt of such notice.

“Payment Limit” is an amount equal to 2.99 multiplied by Employee’s Total Cash Compensation.

“Plan” means Employer’s 2017 Amended and Restated Omnibus Incentive Plan.

“Replacement Awards” has the meaning set forth in Section 8 of the Plan.

“Severance Amounts” means any severance or termination payments including cash, equity or other pay that is paid out or vests due to Employee’s termination for any reason. Amounts include payments provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans. Estimated total value of Severance Amounts includes lump-sum payments, payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination. Severance Amounts do not include life insurance, pension benefits, or deferred pay earned and vested prior to termination.

“Termination Date” shall mean the date of Employee’s “separation from service” from Employer (within the meaning of Section 409A.

“Total Cash Compensation” as used herein includes Base Salary, any incentive or bonus compensation, and any monthly automobile allowance, but shall exclude any other benefit or expense reimbursement. Total Cash Compensation includes any salary or bonus amounts in Employer’s deferred compensation program.

• Section 280G Provisions.

• Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any benefit received pursuant to this Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that any benefit received or to be received by Employee in connection with a Change in Control (“Contract Benefits”) or any other plan, arrangement or agreement with Employer or an affiliate (collectively with the Contract Benefits, the “Total Benefits”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the net after-tax benefit received by Employee as a result of such reduction shall exceed the net after-tax benefit received by Employee if no such reduction was made. For purposes of this Section ‎7, “net after-tax benefit” shall mean the Total Benefits that Employee receives or is then entitled to receive from Employer that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (i) the amount of all federal, state and local income and employment taxes payable by Employee with respect to such “parachute payment,” calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Employee (based on the rates set forth in the Code as

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EXHIBIT 10.21

• in effect at the time of the first receipt of the foregoing benefits), and (ii) the amount of excise taxes imposed with respect to such “parachute payment” by Section 4999 of the Code. The Total Benefits shall be reduced in the following order: (A) reduction of any cash severance payments otherwise payable to Employee that are exempt from Section 409A of the Code; (B) reduction of any other cash payments or benefits otherwise payable to Employee that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (C) reduction of any other payments or benefits otherwise payable to Employee on a pro-rated basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting and payments with respect to any equity award that are exempt from Section 409A of the Code; and (D) reduction of any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would otherwise be made last in time.

• The accounting firm engaged by Employer (or its successor) for general tax purposes shall perform any adjustment pursuant to subsection (a) of this Section ‎7. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and to Employer within fifteen (15) calendar days of being engaged to perform such determination and adjustment, or at such other time as requested by Employer. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and Employer.

• Confidential Information

Employee recognizes that Employer's business and the business of other affiliates depend upon the use and protection of a large body of confidential and proprietary information now existing or to be developed in the future which will be referred to in this Agreement as "Confidential Trade Information." Employee intends that the meaning of Confidential Trade Information in this Agreement will be read as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible medium) which is related to Employer's business and the business of corporations affiliated with Employer or any of their potential future business and which is not generally and publicly known. Without limiting the foregoing, Employee agrees that the customer lists and lists of contracts and potential customers of Employer and its affiliates are and will be a part of the Confidential Trade Information. Employee agrees to protect and preserve as confidential during the term hereof, and at all times after its termination or expiration, all of the Confidential Trade Information at any time known to Employee or at any time in Employee's possession or control. Employee will neither use nor allow any other person or entity (including entities partially or wholly owned by Employee) to use in any way, except for the benefit of Employer and as directed by Employer, any of the Confidential Trade Information. Employee will, prior to or upon leaving employment with Employer, deliver to Employer any and all records, items, and media of any type (including all partial or complete copies or duplicates) containing or otherwise relating to any of the Confidential Trade Information, whether prepared or acquired by or provided to Employee. Employee acknowledges that all such records, items and media are at all times and shall remain the property of Employer.

• Covenant Not to Compete

• During the Employee’s employment and for six (6) months following termination of Employee’s employment, Employee hereby agrees that he/she will not directly or indirectly on Employee's own behalf or on behalf of or in conjunction with any person, business, firm, company, or other entity, set up, join, become employed by, be engaged in, or provide any advice, assistance, or services to, any enterprise (including, without limitation, any corporation, partnership, proprietorship, or other venture) which:

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EXHIBIT 10.21

• competes directly or indirectly with any business or service of Employer, including without limitation logistics, freight forwarding, transportation, customs brokerage, warehouse/distribution, order management, and freight data management; and

• is located within one hundred fifty (150) miles of any office of Employer or any affiliate of Employer.

• Without limiting the foregoing, Employee also agrees that he/she will not, during the term of this Agreement and for a period of 12 months following the termination of Employee’s employment with Employer cause or attempt to cause or induce any employee of Employer to leave the employment of Employer, or call on or otherwise solicit business from any of the customers of Employer which, at the time of termination of his/her employment, were listed (or ought to have been listed) in Employer's records, in respect of any service or product that competes directly or indirectly with any service provided or marketed by or actually under the development or active consideration by Employer at the time of Employee's termination.

• The provisions of this Section ‎9 do not apply in the event of a termination of Employee’s employment during the period beginning with a public announcement of a pending Change in Control event and ending two (2) years following the effective date of the completed transaction or on the date of the public announcement of the termination of the proposed transaction.

• Remedies

Employee agrees that damages for breach of his/her covenants under Paragraphs 8 and 9 above will be difficult to determine and probably inadequate to remedy the harm caused thereby and therefore consents that these covenants may be enforced by temporary or permanent injunction. Such injunctive relief shall be in addition and not in place of any other remedies available at law or equity. Employee further agrees that profits made in violation of these covenants shall be held in constructive trust for Employer. Employee acknowledges that the provisions of this Paragraph and such covenants are reasonable, that any lump sum payment made under Paragraph 6 would be adequate compensation under the circumstances, and that in any event Employee is capable of gainful employment without breaching such covenants. However, should any court or tribunal ever find that any provision of such covenants are illegal or unenforceable on the grounds of unreasonableness whether in period of time, geographical area or otherwise, then in that event the parties agree that such covenants shall be interpreted and enforced to the maximum extent which the court or tribunal deems reasonable. For purpose of this Paragraph and Paragraphs 8 and 9 of this Agreement, the term "Employer" shall include any subsidiary, agent or other affiliate of Employer.

• Entire Agreement; Modification

This Agreement, together with any equity award agreements referenced herein, constitute the entire Agreement between the parties and supersedes all prior agreements with respect to the subject matter herein. Any waiver, alteration or modification of any provisions of this Agreement, or the replacement of this Agreement shall not be valid unless in writing and signed by all the parties signing hereunder.

• Dispute Settlement

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Any such arbitration shall be conducted before a panel of three (3) arbitrators, of which each Party shall select one arbitrator, and such two arbitrators shall select a third. All decisions of the arbitration panel shall be taken by majority vote. Any such arbitration shall take place in Seattle, Washington, U.S.A.

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EXHIBIT 10.21

• Agreement Not Assignable

Employee may not assign any of his/her rights or delegate any of his/her duties hereunder. Employer may assign this Agreement and delegate its duties hereunder to any of its affiliates at any time owned by, owning or under common ownership, provided that Employee shall remain assigned to the business conducted by Employer or its successors.

• No Waiver

No waiver of the terms or provisions hereof shall be valid unless in writing signed by the party against which the enforcement of such waiver is sought, nor shall any waiver or failure to enforce any right hereunder be deemed to be a waiver of the same or any other right in any other instance.

• Successors

Subject to the restriction on assignment and delegation set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns and personal representatives.

• Notice

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by documented overnight delivery service or by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To Employer:

Expeditors International of Washington, Inc.

3545 Factoria Blvd. SE

Sterling Plaza 2, 3rd Floor

Bellevue, Washington 98006

Attn: General Counsel

To Employee: at Employee’s most recent address on the records of Employer

• Governing Law

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the laws of the State of Washington. The parties agree that any action to enforce any provision of this Agreement will be brought in the federal or state courts in King County, Washington.

[Signatures on Following Page]

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EXHIBIT 10.21

Expeditors International of Washington, Inc.

By: /s/ DANIEL WALL Name: Daniel Wall Title: President and Chief Executive Officer

EMPLOYEE

By: /s/ DAVID HACKETT Name: David Hackett Title: Senior Vice President and Chief Financial Officer

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EX-10.22

EXHIBIT 10.22

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and is effective as of May 5, 2026, by and between Blake Bell ("Employee") and Expeditors International of Washington, Inc., a Washington corporation ("Employer''). In consideration of the mutual covenants and conditions set forth herein, the parties hereby agree as follows:

• Employment

• In connection with the election of Employee to the office of President, Global Business Development and for other good and lawful consideration as set forth herein, Employee's compensation and terms of employment shall be as set forth in this Agreement.

• Employee agrees to render services to the best of his/her ability on a full-time basis during the term of this Agreement, and shall perform such duties as the Board of Directors of Employer or Employee's immediate supervisor shall from time to time direct.

• Term

Subject to Employer's right to terminate Employee's employment at the pleasure of its Board of Directors as set forth in Paragraph 6 below, this Agreement shall commence on the date first set forth above and end with the date of the next annual meeting of the Board of Directors (the "Initial Term"). The term of this Agreement shall be automatically extended for additional twelve (12) month terms in the event that the Employee shall be elected or re-elected as an executive officer at a subsequent annual meeting of the Board of Directors. This Agreement shall not be automatically extended and shall expire in the event that either party hereto shall have given written notice pursuant to the terms of Paragraph 6 of the Agreement.

• Compensation

For all services rendered by Employee under this Agreement, Employee shall receive base salary and incentive compensation, as established from time to time by the Compensation Committee of the Board of Directors. Employee's title and other benefits will be subject to reasonable adjustment by action of Employer's Board of Directors.

• Benefits

During the term of employment hereunder, Employee shall be entitled to participate fully in any policies which Employer may adopt generally for employees including policies for vacation, holidays, paid sick leave, group medical, life insurance and other employee benefits. Employer shall pay or reimburse Employee for all reasonable travel and other expenses incurred or paid by Employee in connection with the performance of services under this Agreement upon presentation of expense vouchers and such other supporting information as Employer may from time to time reasonably request.

• Warranties

Employee represents to Employer that Employee is free to enter into this Agreement and that Employee has no commitment, arrangement or understanding to or with any third party which restrains or is in conflict with this Agreement which would operate to prevent Employee from performing the services which Employee has agreed to provide.

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EXHIBIT 10.22

• Termination

• For Cause: Employer may terminate Employee's employment hereunder upon two (2) days prior written notice to Employee for Cause, and the salary and all other compensation referred to above shall cease upon the effective date of any such termination for Cause. Upon Employee’s termination for Cause, Employee shall have no right to any further remuneration, other than base salary through Employee’s final day of employment.

• Without Cause (No Change in Control): Employer may terminate Employee's employment at any time upon fifteen (15) days prior written notice and without cause; provided, that Employee shall receive as his/her sole remedy for such termination, a lump sum payment equal to one half (1/2) of the Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment. The payment will be paid to the Employee and will be made no later than March 15 of the calendar year following the calendar of the Employee's termination of employment. Employee shall only be entitled to a payment under this Paragraph 6(b) if Employee first signs and then does not revoke as may be allowed by law, a separation and release agreement (the “Release”) in favor of Employer (including all its employees, officers, directors and agents) in a form chosen by Employer in its sole discretion.

• Resignation (No Change in Control): In the event that Employee shall resign or otherwise refuse to continue to provide services to the Employer, the salary and all other compensation referred to above shall cease as of the effective date of the resignation; except that Employee will be paid a lump sum payment of one year’s Base Salary.

• Death or Disability: This Agreement and Employee's employment and compensation shall in any event terminate upon the death of Employee or the inability of Employee to perform the duties and functions of his/her position for a period of ninety (90) consecutive days due to sickness, disability or any other cause beyond his/her control, unless Employer grants Employee a leave of absence with or without all or a portion of his/her salary or other benefits, as may be specified.

• Without Cause or for Good Reason (Change in Control): Notwithstanding anything to the contrary set forth in Section 6(b) or 6(c), and subject to Employee’s execution and delivery of the Release, if within 24 months following a Change in Control, Employee terminates his employment for Good Reason, or Employee’s employment is terminated by Employer for a reason other than death, Disability or Cause, then, subject to Section 6(f) below, then Employer shall pay Employee an amount equal to two (2) times Employee’s Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment (but disregarding any reduction that gives rise to Good Reason). Any amount payable pursuant to this subsection ‎(e) shall be paid in a single lump sum cash payment within 60 days following the Termination Date; provided, however that if the Change in Control does not constitute a “change in control event” for purposes of Section 409A of the Code and the regulations promulgated thereunder, any amount payable pursuant to this subsection ‎(e) instead shall be payable over the two-year period immediately following the Termination Date (the “CIC Severance Period”), with such amount to be paid in substantially equal installments in accordance with Employer’s regularly-scheduled payroll dates during the CIC Severance Period with the first payment being made on the first normal payroll date following the 60th day following the Termination Date, and amount otherwise payable prior to such first payroll date shall be paid on such date without interest thereon.

Employer shall pay to Employee, for the period ending on the earliest of (i) 24 months following the Termination Date, (ii) the date of Employee’s full-time employment by another employer, if that employer has comparable family health insurance coverage, or (iii) Employee’s death, a monthly cash payment, payable on the first business day of each month that follows the Termination Date, in an amount equal to Employee’s monthly premium cost for “COBRA” family health coverage under Employer’s group health plan.

• Section 409A. Notwithstanding any provision to the contrary herein, to the extent that any

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EXHIBIT 10.22

• payments to which Employee becomes entitled under this Agreement, or any agreement or plan referenced herein constitute deferred compensation subject to Section 409A of the Code (“Deferred Payments”), if (i) Employee becomes entitled to such payments in connection with a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) and (ii) Employee is deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code, the Deferred Payments shall be paid to Employee during the six-month period following Employee’s “separation from service” to the extent that Employer reasonably determines that paying such amounts at the time or times indicated in this Agreement would not be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. Any amounts not paid to Employee during the six-month period described in the foregoing sentence shall accrue and be delayed and shall be paid to Employee in a lump sum within 30 days after the end of such six-month period. Any amounts payable to Employee after the expiration of such six-month period under this Agreement shall continue to be paid to Employee in accordance with the terms of this Agreement. If Employee dies during such six-month period and prior to the payment of the delayed amounts hereunder, such unpaid delayed payments shall be paid to the personal representative of Employee’s estate within 30 days after the date of Employee’s death. If a portion of the severance pay or benefits is (i) a Deferred Payment, (ii) the payment thereof is contingent upon execution and nonrevocation of a general release of claims, and (iii) the period for considering or revoking the release spans two calendar years, then the portion of the severance pay or benefits that is a Deferred Payment will be paid or begin to be paid on the first business day of the second calendar year.

• Limitation on Termination Payments. Notwithstanding the provisions in this Agreement, the Severance Amounts paid pursuant to this Section ‎6 or otherwise in connection with Employee’s termination of employment with Employer shall not exceed the Payment Limit. To the extent that any Severance Amounts to be paid pursuant to this Section ‎6 or otherwise would exceed the Payment Limit, such Severance Amounts shall be reduced to the Payment Limit. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, (i) seek shareholder approval of the payment of Severance Amounts in excess of the Payment Limit or (ii) waive this provision at any time.

• Definitions.

The following words and phrases shall have the meanings set forth below for the purposes of this Agreement (unless the context clearly indicates otherwise):

“Base Salary” as used herein shall exclude any incentive or bonus compensation, any monthly automobile allowance, and any other benefit of reimbursement.

“Cause,” shall mean any act of Employee, which in the reasonable judgment of Employer's Board of Directors, constitutes dishonesty, larceny, fraud, deceit, gross negligence, a crime involving moral turpitude, willful misrepresentation to shareholders, directors or officers, or a material breach of this Agreement. For purposes of clarity, if Employer or its Board of Directors fail to renew this Agreement without Cause, then Employee shall be entitled to the benefits under 6(b) and 6(e) as applicable.

A “Change in Control” shall mean either one of the following: (i) when any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than Employer, a subsidiary thereof or an employee benefit plan of the Employer, including any trustee of such plan acting as trustee) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing fifty percent (50%) or more of the combined voting power of the Employer's then outstanding securities; or (ii) the occurrence of a transaction requiring shareholder approval, and involving the sale of all or substantially all of the assets of the Employer or the merger of the Employer with or into another corporation.

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EXHIBIT 10.22

“Disability” shall mean Employee’s permanent disability (within the meaning of Section 409A(a)(2)(C)(i) of the Code.

“Good Reason” shall mean (i) a material diminution of Employee’s annual base compensation, authority, duties or responsibilities, including without limitation the failure of Employer or its Board of Directors to re-elect Employee as an executive officer; (ii) a material change in Employee’s reporting relationship, including a requirement that Participant report to a corporate officer or employee instead of reporting directly to the Board; (iii) a material change in the geographic location at which Participant must perform the duties of his or her position; or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement, and in each case Employee has advised Employer in writing of the condition set forth above within ninety (90) days of the initial existence of the condition and Employer has not remedied the condition with thirty (30) days of receipt of such notice.

“Payment Limit” is an amount equal to 2.99 multiplied by Employee’s Total Cash Compensation.

“Plan” means Employer’s 2017 Amended and Restated Omnibus Incentive Plan.

“Replacement Awards” has the meaning set forth in Section 8 of the Plan.

“Severance Amounts” means any severance or termination payments including cash, equity or other pay that is paid out or vests due to Employee’s termination for any reason. Amounts include payments provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans. Estimated total value of Severance Amounts includes lump-sum payments, payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination. Severance Amounts do not include life insurance, pension benefits, or deferred pay earned and vested prior to termination.

“Termination Date” shall mean the date of Employee’s “separation from service” from Employer (within the meaning of Section 409A.

“Total Cash Compensation” as used herein includes Base Salary, any incentive or bonus compensation, and any monthly automobile allowance, but shall exclude any other benefit or expense reimbursement. Total Cash Compensation includes any salary or bonus amounts in Employer’s deferred compensation program.

• Section 280G Provisions.

• Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any benefit received pursuant to this Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that any benefit received or to be received by Employee in connection with a Change in Control (“Contract Benefits”) or any other plan, arrangement or agreement with Employer or an affiliate (collectively with the Contract Benefits, the “Total Benefits”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the net after-tax benefit received by Employee as a result of such reduction shall exceed the net after-tax benefit received by Employee if no such reduction was made. For purposes of this Section ‎7, “net after-tax benefit” shall mean the Total Benefits that Employee receives or is then entitled to receive from Employer that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (i) the amount of all federal, state and local income and employment taxes payable by Employee with respect to such “parachute payment,” calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Employee (based on the rates set forth in the Code as

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EXHIBIT 10.22

• in effect at the time of the first receipt of the foregoing benefits), and (ii) the amount of excise taxes imposed with respect to such “parachute payment” by Section 4999 of the Code. The Total Benefits shall be reduced in the following order: (A) reduction of any cash severance payments otherwise payable to Employee that are exempt from Section 409A of the Code; (B) reduction of any other cash payments or benefits otherwise payable to Employee that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (C) reduction of any other payments or benefits otherwise payable to Employee on a pro-rated basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting and payments with respect to any equity award that are exempt from Section 409A of the Code; and (D) reduction of any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would otherwise be made last in time.

• The accounting firm engaged by Employer (or its successor) for general tax purposes shall perform any adjustment pursuant to subsection (a) of this Section ‎7. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and to Employer within fifteen (15) calendar days of being engaged to perform such determination and adjustment, or at such other time as requested by Employer. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and Employer.

• Confidential Information

Employee recognizes that Employer's business and the business of other affiliates depend upon the use and protection of a large body of confidential and proprietary information now existing or to be developed in the future which will be referred to in this Agreement as "Confidential Trade Information." Employee intends that the meaning of Confidential Trade Information in this Agreement will be read as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible medium) which is related to Employer's business and the business of corporations affiliated with Employer or any of their potential future business and which is not generally and publicly known. Without limiting the foregoing, Employee agrees that the customer lists and lists of contracts and potential customers of Employer and its affiliates are and will be a part of the Confidential Trade Information. Employee agrees to protect and preserve as confidential during the term hereof, and at all times after its termination or expiration, all of the Confidential Trade Information at any time known to Employee or at any time in Employee's possession or control. Employee will neither use nor allow any other person or entity (including entities partially or wholly owned by Employee) to use in any way, except for the benefit of Employer and as directed by Employer, any of the Confidential Trade Information. Employee will, prior to or upon leaving employment with Employer, deliver to Employer any and all records, items, and media of any type (including all partial or complete copies or duplicates) containing or otherwise relating to any of the Confidential Trade Information, whether prepared or acquired by or provided to Employee. Employee acknowledges that all such records, items and media are at all times and shall remain the property of Employer.

• Covenant Not to Compete

• During the Employee’s employment and for six (6) months following termination of Employee’s employment, Employee hereby agrees that he/she will not directly or indirectly on Employee's own behalf or on behalf of or in conjunction with any person, business, firm, company, or other entity, set up, join, become employed by, be engaged in, or provide any advice, assistance, or services to, any enterprise (including, without limitation, any corporation, partnership, proprietorship, or other venture) which:

Employment Agreement

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EXHIBIT 10.22

• competes directly or indirectly with any business or service of Employer, including without limitation logistics, freight forwarding, transportation, customs brokerage, warehouse/distribution, order management, and freight data management; and

• is located within one hundred fifty (150) miles of any office of Employer or any affiliate of Employer.

• Without limiting the foregoing, Employee also agrees that he/she will not, during the term of this Agreement and for a period of 12 months following the termination of Employee’s employment with Employer cause or attempt to cause or induce any employee of Employer to leave the employment of Employer, or call on or otherwise solicit business from any of the customers of Employer which, at the time of termination of his/her employment, were listed (or ought to have been listed) in Employer's records, in respect of any service or product that competes directly or indirectly with any service provided or marketed by or actually under the development or active consideration by Employer at the time of Employee's termination.

• The provisions of this Section ‎9 do not apply in the event of a termination of Employee’s employment during the period beginning with a public announcement of a pending Change in Control event and ending two (2) years following the effective date of the completed transaction or on the date of the public announcement of the termination of the proposed transaction.

• Remedies

Employee agrees that damages for breach of his/her covenants under Paragraphs 8 and 9 above will be difficult to determine and probably inadequate to remedy the harm caused thereby and therefore consents that these covenants may be enforced by temporary or permanent injunction. Such injunctive relief shall be in addition and not in place of any other remedies available at law or equity. Employee further agrees that profits made in violation of these covenants shall be held in constructive trust for Employer. Employee acknowledges that the provisions of this Paragraph and such covenants are reasonable, that any lump sum payment made under Paragraph 6 would be adequate compensation under the circumstances, and that in any event Employee is capable of gainful employment without breaching such covenants. However, should any court or tribunal ever find that any provision of such covenants are illegal or unenforceable on the grounds of unreasonableness whether in period of time, geographical area or otherwise, then in that event the parties agree that such covenants shall be interpreted and enforced to the maximum extent which the court or tribunal deems reasonable. For purpose of this Paragraph and Paragraphs 8 and 9 of this Agreement, the term "Employer" shall include any subsidiary, agent or other affiliate of Employer.

• Entire Agreement; Modification

This Agreement, together with any equity award agreements referenced herein, constitute the entire Agreement between the parties and supersedes all prior agreements with respect to the subject matter herein. Any waiver, alteration or modification of any provisions of this Agreement, or the replacement of this Agreement shall not be valid unless in writing and signed by all the parties signing hereunder.

• Dispute Settlement

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Any such arbitration shall be conducted before a panel of three (3) arbitrators, of which each Party shall select one arbitrator, and such two arbitrators shall select a third. All decisions of the arbitration panel shall be taken by majority vote. Any such arbitration shall take place in Seattle, Washington, U.S.A.

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EXHIBIT 10.22

• Agreement Not Assignable

Employee may not assign any of his/her rights or delegate any of his/her duties hereunder. Employer may assign this Agreement and delegate its duties hereunder to any of its affiliates at any time owned by, owning or under common ownership, provided that Employee shall remain assigned to the business conducted by Employer or its successors.

• No Waiver

No waiver of the terms or provisions hereof shall be valid unless in writing signed by the party against which the enforcement of such waiver is sought, nor shall any waiver or failure to enforce any right hereunder be deemed to be a waiver of the same or any other right in any other instance.

• Successors

Subject to the restriction on assignment and delegation set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns and personal representatives.

• Notice

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by documented overnight delivery service or by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To Employer:

Expeditors International of Washington, Inc.

3545 Factoria Blvd. SE

Sterling Plaza 2, 3rd Floor

Bellevue, Washington 98006

Attn: General Counsel

To Employee: at Employee’s most recent address on the records of Employer

• Governing Law

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the laws of the State of Washington. The parties agree that any action to enforce any provision of this Agreement will be brought in the federal or state courts in King County, Washington.

[Signatures on Following Page]

Employment Agreement

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EXHIBIT 10.22

Expeditors International of Washington, Inc.

By: /s/ DANIEL WALL Name: Daniel Wall Title: President and Chief Executive Officer

EMPLOYEE

By; /s/ BLAKE BELL Name: Blake Bell Title: President, Global Business Development

Employment Agreement

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EX-10.23

EXHIBIT 10.23

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and is effective as of May 5, 2026, by and between Kelly Blacker ("Employee") and Expeditors International of Washington, Inc., a Washington corporation ("Employer''). In consideration of the mutual covenants and conditions set forth herein, the parties hereby agree as follows:

• Employment

• In connection with the election of Employee to the office of President, Global Geographies and for other good and lawful consideration as set forth herein, Employee's compensation and terms of employment shall be as set forth in this Agreement.

• Employee agrees to render services to the best of his/her ability on a full-time basis during the term of this Agreement, and shall perform such duties as the Board of Directors of Employer or Employee's immediate supervisor shall from time to time direct.

• Term

Subject to Employer's right to terminate Employee's employment at the pleasure of its Board of Directors as set forth in Paragraph 6 below, this Agreement shall commence on the date first set forth above and end with the date of the next annual meeting of the Board of Directors (the "Initial Term"). The term of this Agreement shall be automatically extended for additional twelve (12) month terms in the event that the Employee shall be elected or re-elected as an executive officer at a subsequent annual meeting of the Board of Directors. This Agreement shall not be automatically extended and shall expire in the event that either party hereto shall have given written notice pursuant to the terms of Paragraph 6 of the Agreement.

• Compensation

For all services rendered by Employee under this Agreement, Employee shall receive base salary and incentive compensation, as established from time to time by the Compensation Committee of the Board of Directors. Employee's title and other benefits will be subject to reasonable adjustment by action of Employer's Board of Directors.

• Benefits

During the term of employment hereunder, Employee shall be entitled to participate fully in any policies which Employer may adopt generally for employees including policies for vacation, holidays, paid sick leave, group medical, life insurance and other employee benefits. Employer shall pay or reimburse Employee for all reasonable travel and other expenses incurred or paid by Employee in connection with the performance of services under this Agreement upon presentation of expense vouchers and such other supporting information as Employer may from time to time reasonably request.

• Warranties

Employee represents to Employer that Employee is free to enter into this Agreement and that Employee has no commitment, arrangement or understanding to or with any third party which restrains or is in conflict with this Agreement which would operate to prevent Employee from performing the services which Employee has agreed to provide.

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EXHIBIT 10.23

• Termination

• For Cause: Employer may terminate Employee's employment hereunder upon two (2) days prior written notice to Employee for Cause, and the salary and all other compensation referred to above shall cease upon the effective date of any such termination for Cause. Upon Employee’s termination for Cause, Employee shall have no right to any further remuneration, other than base salary through Employee’s final day of employment.

• Without Cause (No Change in Control): Employer may terminate Employee's employment at any time upon fifteen (15) days prior written notice and without cause; provided, that Employee shall receive as his/her sole remedy for such termination, a lump sum payment equal to one half (1/2) of the Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment. The payment will be paid to the Employee and will be made no later than March 15 of the calendar year following the calendar of the Employee's termination of employment. Employee shall only be entitled to a payment under this Paragraph 6(b) if Employee first signs and then does not revoke as may be allowed by law, a separation and release agreement (the “Release”) in favor of Employer (including all its employees, officers, directors and agents) in a form chosen by Employer in its sole discretion.

• Resignation (No Change in Control): In the event that Employee shall resign or otherwise refuse to continue to provide services to the Employer, the salary and all other compensation referred to above shall cease as of the effective date of the resignation; except that Employee will be paid a lump sum payment of one year’s Base Salary.

• Death or Disability: This Agreement and Employee's employment and compensation shall in any event terminate upon the death of Employee or the inability of Employee to perform the duties and functions of his/her position for a period of ninety (90) consecutive days due to sickness, disability or any other cause beyond his/her control, unless Employer grants Employee a leave of absence with or without all or a portion of his/her salary or other benefits, as may be specified.

• Without Cause or for Good Reason (Change in Control): Notwithstanding anything to the contrary set forth in Section 6(b) or 6(c), and subject to Employee’s execution and delivery of the Release, if within 24 months following a Change in Control, Employee terminates his employment for Good Reason, or Employee’s employment is terminated by Employer for a reason other than death, Disability or Cause, then, subject to Section 6(f) below, then Employer shall pay Employee an amount equal to two (2) times Employee’s Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment (but disregarding any reduction that gives rise to Good Reason). Any amount payable pursuant to this subsection ‎(e) shall be paid in a single lump sum cash payment within 60 days following the Termination Date; provided, however that if the Change in Control does not constitute a “change in control event” for purposes of Section 409A of the Code and the regulations promulgated thereunder, any amount payable pursuant to this subsection ‎(e) instead shall be payable over the two-year period immediately following the Termination Date (the “CIC Severance Period”), with such amount to be paid in substantially equal installments in accordance with Employer’s regularly-scheduled payroll dates during the CIC Severance Period with the first payment being made on the first normal payroll date following the 60th day following the Termination Date, and amount otherwise payable prior to such first payroll date shall be paid on such date without interest thereon.

Employer shall pay to Employee, for the period ending on the earliest of (i) 24 months following the Termination Date, (ii) the date of Employee’s full-time employment by another employer, if that employer has comparable family health insurance coverage, or (iii) Employee’s death, a monthly cash payment, payable on the first business day of each month that follows the Termination Date, in an amount equal to Employee’s monthly premium cost for “COBRA” family health coverage under Employer’s group health plan.

• Section 409A. Notwithstanding any provision to the contrary herein, to the extent that any payments to which Employee becomes entitled under this Agreement, or any agreement or plan referenced herein

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EXHIBIT 10.23

• constitute deferred compensation subject to Section 409A of the Code (“Deferred Payments”), if (i) Employee becomes entitled to such payments in connection with a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) and (ii) Employee is deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code, the Deferred Payments shall be paid to Employee during the six-month period following Employee’s “separation from service” to the extent that Employer reasonably determines that paying such amounts at the time or times indicated in this Agreement would not be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. Any amounts not paid to Employee during the six-month period described in the foregoing sentence shall accrue and be delayed and shall be paid to Employee in a lump sum within 30 days after the end of such six-month period. Any amounts payable to Employee after the expiration of such six-month period under this Agreement shall continue to be paid to Employee in accordance with the terms of this Agreement. If Employee dies during such six-month period and prior to the payment of the delayed amounts hereunder, such unpaid delayed payments shall be paid to the personal representative of Employee’s estate within 30 days after the date of Employee’s death. If a portion of the severance pay or benefits is (i) a Deferred Payment, (ii) the payment thereof is contingent upon execution and nonrevocation of a general release of claims, and (iii) the period for considering or revoking the release spans two calendar years, then the portion of the severance pay or benefits that is a Deferred Payment will be paid or begin to be paid on the first business day of the second calendar year.

• Limitation on Termination Payments. Notwithstanding the provisions in this Agreement, the Severance Amounts paid pursuant to this Section ‎6 or otherwise in connection with Employee’s termination of employment with Employer shall not exceed the Payment Limit. To the extent that any Severance Amounts to be paid pursuant to this Section ‎6 or otherwise would exceed the Payment Limit, such Severance Amounts shall be reduced to the Payment Limit. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, (i) seek shareholder approval of the payment of Severance Amounts in excess of the Payment Limit or (ii) waive this provision at any time.

• Definitions.

The following words and phrases shall have the meanings set forth below for the purposes of this Agreement (unless the context clearly indicates otherwise):

“Base Salary” as used herein shall exclude any incentive or bonus compensation, any monthly automobile allowance, and any other benefit of reimbursement.

“Cause,” shall mean any act of Employee, which in the reasonable judgment of Employer's Board of Directors, constitutes dishonesty, larceny, fraud, deceit, gross negligence, a crime involving moral turpitude, willful misrepresentation to shareholders, directors or officers, or a material breach of this Agreement. For purposes of clarity, if Employer or its Board of Directors fail to renew this Agreement without Cause, then Employee shall be entitled to the benefits under 6(b) and 6(e) as applicable.

A “Change in Control” shall mean either one of the following: (i) when any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than Employer, a subsidiary thereof or an employee benefit plan of the Employer, including any trustee of such plan acting as trustee) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing fifty percent (50%) or more of the combined voting power of the Employer's then outstanding securities; or (ii) the occurrence of a transaction requiring shareholder approval, and involving the sale of all or substantially all of the assets of the Employer or the merger of the Employer with or into another corporation.

“Disability” shall mean Employee’s permanent disability (within the meaning of Section 409A(a)(2)(C)(i) of the Code.

Employment Agreement

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EXHIBIT 10.23

“Good Reason” shall mean (i) a material diminution of Employee’s annual base compensation, authority, duties or responsibilities, including without limitation the failure of Employer or its Board of Directors to re-elect Employee as an executive officer; (ii) a material change in Employee’s reporting relationship, including a requirement that Participant report to a corporate officer or employee instead of reporting directly to the Board; (iii) a material change in the geographic location at which Participant must perform the duties of his or her position; or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement, and in each case Employee has advised Employer in writing of the condition set forth above within ninety (90) days of the initial existence of the condition and Employer has not remedied the condition with thirty (30) days of receipt of such notice.

“Payment Limit” is an amount equal to 2.99 multiplied by Employee’s Total Cash Compensation.

“Plan” means Employer’s 2017 Amended and Restated Omnibus Incentive Plan.

“Replacement Awards” has the meaning set forth in Section 8 of the Plan.

“Severance Amounts” means any severance or termination payments including cash, equity or other pay that is paid out or vests due to Employee’s termination for any reason. Amounts include payments provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans. Estimated total value of Severance Amounts includes lump-sum payments, payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination. Severance Amounts do not include life insurance, pension benefits, or deferred pay earned and vested prior to termination.

“Termination Date” shall mean the date of Employee’s “separation from service” from Employer (within the meaning of Section 409A.

“Total Cash Compensation” as used herein includes Base Salary, any incentive or bonus compensation, and any monthly automobile allowance, but shall exclude any other benefit or expense reimbursement. Total Cash Compensation includes any salary or bonus amounts in Employer’s deferred compensation program.

• Section 280G Provisions.

• Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any benefit received pursuant to this Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that any benefit received or to be received by Employee in connection with a Change in Control (“Contract Benefits”) or any other plan, arrangement or agreement with Employer or an affiliate (collectively with the Contract Benefits, the “Total Benefits”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the net after-tax benefit received by Employee as a result of such reduction shall exceed the net after-tax benefit received by Employee if no such reduction was made. For purposes of this Section ‎7, “net after-tax benefit” shall mean the Total Benefits that Employee receives or is then entitled to receive from Employer that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (i) the amount of all federal, state and local income and employment taxes payable by Employee with respect to such “parachute payment,” calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Employee (based on the rates set forth in the Code as in effect at the time of the first receipt of the foregoing benefits), and (ii) the amount of excise taxes imposed with respect to such “parachute payment” by Section 4999 of the Code. The Total Benefits shall be reduced in the following order: (A) reduction of any cash severance payments otherwise payable to Employee that are exempt from Section 409A of the Code; (B) reduction of any other cash payments or benefits otherwise payable to Employee

Employment Agreement

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EXHIBIT 10.23

• that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (C) reduction of any other payments or benefits otherwise payable to Employee on a pro-rated basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting and payments with respect to any equity award that are exempt from Section 409A of the Code; and (D) reduction of any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would otherwise be made last in time.

• The accounting firm engaged by Employer (or its successor) for general tax purposes shall perform any adjustment pursuant to subsection (a) of this Section ‎7. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and to Employer within fifteen (15) calendar days of being engaged to perform such determination and adjustment, or at such other time as requested by Employer. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and Employer.

• Confidential Information

Employee recognizes that Employer's business and the business of other affiliates depend upon the use and protection of a large body of confidential and proprietary information now existing or to be developed in the future which will be referred to in this Agreement as "Confidential Trade Information." Employee intends that the meaning of Confidential Trade Information in this Agreement will be read as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible medium) which is related to Employer's business and the business of corporations affiliated with Employer or any of their potential future business and which is not generally and publicly known. Without limiting the foregoing, Employee agrees that the customer lists and lists of contracts and potential customers of Employer and its affiliates are and will be a part of the Confidential Trade Information. Employee agrees to protect and preserve as confidential during the term hereof, and at all times after its termination or expiration, all of the Confidential Trade Information at any time known to Employee or at any time in Employee's possession or control. Employee will neither use nor allow any other person or entity (including entities partially or wholly owned by Employee) to use in any way, except for the benefit of Employer and as directed by Employer, any of the Confidential Trade Information. Employee will, prior to or upon leaving employment with Employer, deliver to Employer any and all records, items, and media of any type (including all partial or complete copies or duplicates) containing or otherwise relating to any of the Confidential Trade Information, whether prepared or acquired by or provided to Employee. Employee acknowledges that all such records, items and media are at all times and shall remain the property of Employer.

• Covenant Not to Compete

• During the Employee’s employment and for six (6) months following termination of Employee’s employment, Employee hereby agrees that he/she will not directly or indirectly on Employee's own behalf or on behalf of or in conjunction with any person, business, firm, company, or other entity, set up, join, become employed by, be engaged in, or provide any advice, assistance, or services to, any enterprise (including, without limitation, any corporation, partnership, proprietorship, or other venture) which:

• competes directly or indirectly with any business or service of Employer, including without limitation logistics, freight forwarding, transportation, customs brokerage, warehouse/distribution, order management, and freight data management; and

• is located within one hundred fifty (150) miles of any office of Employer or any affiliate of Employer.

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EXHIBIT 10.23

• Without limiting the foregoing, Employee also agrees that he/she will not, during the term of this Agreement and for a period of 12 months following the termination of Employee’s employment with Employer cause or attempt to cause or induce any employee of Employer to leave the employment of Employer, or call on or otherwise solicit business from any of the customers of Employer which, at the time of termination of his/her employment, were listed (or ought to have been listed) in Employer's records, in respect of any service or product that competes directly or indirectly with any service provided or marketed by or actually under the development or active consideration by Employer at the time of Employee's termination.

• The provisions of this Section ‎9 do not apply in the event of a termination of Employee’s employment during the period beginning with a public announcement of a pending Change in Control event and ending two (2) years following the effective date of the completed transaction or on the date of the public announcement of the termination of the proposed transaction.

• Remedies

Employee agrees that damages for breach of his/her covenants under Paragraphs 8 and 9 above will be difficult to determine and probably inadequate to remedy the harm caused thereby and therefore consents that these covenants may be enforced by temporary or permanent injunction. Such injunctive relief shall be in addition and not in place of any other remedies available at law or equity. Employee further agrees that profits made in violation of these covenants shall be held in constructive trust for Employer. Employee acknowledges that the provisions of this Paragraph and such covenants are reasonable, that any lump sum payment made under Paragraph 6 would be adequate compensation under the circumstances, and that in any event Employee is capable of gainful employment without breaching such covenants. However, should any court or tribunal ever find that any provision of such covenants are illegal or unenforceable on the grounds of unreasonableness whether in period of time, geographical area or otherwise, then in that event the parties agree that such covenants shall be interpreted and enforced to the maximum extent which the court or tribunal deems reasonable. For purpose of this Paragraph and Paragraphs 8 and 9 of this Agreement, the term "Employer" shall include any subsidiary, agent or other affiliate of Employer.

• Entire Agreement; Modification

This Agreement, together with any equity award agreements referenced herein, constitute the entire Agreement between the parties and supersedes all prior agreements with respect to the subject matter herein. Any waiver, alteration or modification of any provisions of this Agreement, or the replacement of this Agreement shall not be valid unless in writing and signed by all the parties signing hereunder.

• Dispute Settlement

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Any such arbitration shall be conducted before a panel of three (3) arbitrators, of which each Party shall select one arbitrator, and such two arbitrators shall select a third. All decisions of the arbitration panel shall be taken by majority vote. Any such arbitration shall take place in Seattle, Washington, U.S.A.

• Agreement Not Assignable

Employee may not assign any of his/her rights or delegate any of his/her duties hereunder. Employer may assign this Agreement and delegate its duties hereunder to any of its affiliates at any time owned by, owning or under

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EXHIBIT 10.23

common ownership, provided that Employee shall remain assigned to the business conducted by Employer or its successors.

• No Waiver

No waiver of the terms or provisions hereof shall be valid unless in writing signed by the party against which the enforcement of such waiver is sought, nor shall any waiver or failure to enforce any right hereunder be deemed to be a waiver of the same or any other right in any other instance.

• Successors

Subject to the restriction on assignment and delegation set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns and personal representatives.

• Notice

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by documented overnight delivery service or by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To Employer:

Expeditors International of Washington, Inc.

3545 Factoria Blvd. SE

Sterling Plaza 2, 3rd Floor

Bellevue, Washington 98006

Attn: General Counsel

To Employee: at Employee’s most recent address on the records of Employer

• Governing Law

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the laws of the State of Washington. The parties agree that any action to enforce any provision of this Agreement will be brought in the federal or state courts in King County, Washington.

[Signatures on Following Page]

Employment Agreement

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EXHIBIT 10.23

Expeditors International of Washington, Inc.

By: /s/ DANIEL WALL Name: Daniel Wall Title: President and Chief Executive Officer

EMPLOYEE

By: KELLY BLACKER Name: Kelly Blacker Title: President, Global Geographies

Employment Agreement

Page | 8

EX-10.24

EXHIBIT 10.24

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and is effective as of May 5, 2026, by and between Roberto Martinez ("Employee") and Expeditors International of Washington, Inc., a Washington corporation ("Employer''). In consideration of the mutual covenants and conditions set forth herein, the parties hereby agree as follows:

• Employment

• In connection with the election of Employee to the office of President, Global Products and for other good and lawful consideration as set forth herein, Employee's compensation and terms of employment shall be as set forth in this Agreement.

• Employee agrees to render services to the best of his/her ability on a full-time basis during the term of this Agreement, and shall perform such duties as the Board of Directors of Employer or Employee's immediate supervisor shall from time to time direct.

• Term

Subject to Employer's right to terminate Employee's employment at the pleasure of its Board of Directors as set forth in Paragraph 6 below, this Agreement shall commence on the date first set forth above and end with the date of the next annual meeting of the Board of Directors (the "Initial Term"). The term of this Agreement shall be automatically extended for additional twelve (12) month terms in the event that the Employee shall be elected or re-elected as an executive officer at a subsequent annual meeting of the Board of Directors. This Agreement shall not be automatically extended and shall expire in the event that either party hereto shall have given written notice pursuant to the terms of Paragraph 6 of the Agreement.

• Compensation

For all services rendered by Employee under this Agreement, Employee shall receive base salary and incentive compensation, as established from time to time by the Compensation Committee of the Board of Directors. Employee's title and other benefits will be subject to reasonable adjustment by action of Employer's Board of Directors.

• Benefits

During the term of employment hereunder, Employee shall be entitled to participate fully in any policies which Employer may adopt generally for employees including policies for vacation, holidays, paid sick leave, group medical, life insurance and other employee benefits. Employer shall pay or reimburse Employee for all reasonable travel and other expenses incurred or paid by Employee in connection with the performance of services under this Agreement upon presentation of expense vouchers and such other supporting information as Employer may from time to time reasonably request.

• Warranties

Employee represents to Employer that Employee is free to enter into this Agreement and that Employee has no commitment, arrangement or understanding to or with any third party which restrains or is in conflict with this Agreement which would operate to prevent Employee from performing the services which Employee has agreed to provide.

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EXHIBIT 10.24

• Termination

• For Cause: Employer may terminate Employee's employment hereunder upon two (2) days prior written notice to Employee for Cause, and the salary and all other compensation referred to above shall cease upon the effective date of any such termination for Cause. Upon Employee’s termination for Cause, Employee shall have no right to any further remuneration, other than base salary through Employee’s final day of employment.

• Without Cause (No Change in Control): Employer may terminate Employee's employment at any time upon fifteen (15) days prior written notice and without cause; provided, that Employee shall receive as his/her sole remedy for such termination, a lump sum payment equal to one half (1/2) of the Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment. The payment will be paid to the Employee and will be made no later than March 15 of the calendar year following the calendar of the Employee's termination of employment. Employee shall only be entitled to a payment under this Paragraph 6(b) if Employee first signs and then does not revoke as may be allowed by law, a separation and release agreement (the “Release”) in favor of Employer (including all its employees, officers, directors and agents) in a form chosen by Employer in its sole discretion.

• Resignation (No Change in Control): In the event that Employee shall resign or otherwise refuse to continue to provide services to the Employer, the salary and all other compensation referred to above shall cease as of the effective date of the resignation; except that Employee will be paid a lump sum payment of one year’s Base Salary.

• Death or Disability: This Agreement and Employee's employment and compensation shall in any event terminate upon the death of Employee or the inability of Employee to perform the duties and functions of his/her position for a period of ninety (90) consecutive days due to sickness, disability or any other cause beyond his/her control, unless Employer grants Employee a leave of absence with or without all or a portion of his/her salary or other benefits, as may be specified.

• Without Cause or for Good Reason (Change in Control): Notwithstanding anything to the contrary set forth in Section 6(b) or 6(c), and subject to Employee’s execution and delivery of the Release, if within 24 months following a Change in Control, Employee terminates his employment for Good Reason, or Employee’s employment is terminated by Employer for a reason other than death, Disability or Cause, then, subject to Section 6(f) below, then Employer shall pay Employee an amount equal to two (2) times Employee’s Total Cash Compensation paid to the Employee in the preceding twelve (12) month period as of Employee’s last day of active employment (but disregarding any reduction that gives rise to Good Reason). Any amount payable pursuant to this subsection ‎(e) shall be paid in a single lump sum cash payment within 60 days following the Termination Date; provided, however that if the Change in Control does not constitute a “change in control event” for purposes of Section 409A of the Code and the regulations promulgated thereunder, any amount payable pursuant to this subsection ‎(e) instead shall be payable over the two-year period immediately following the Termination Date (the “CIC Severance Period”), with such amount to be paid in substantially equal installments in accordance with Employer’s regularly-scheduled payroll dates during the CIC Severance Period with the first payment being made on the first normal payroll date following the 60th day following the Termination Date, and amount otherwise payable prior to such first payroll date shall be paid on such date without interest thereon.

Employer shall pay to Employee, for the period ending on the earliest of (i) 24 months following the Termination Date, (ii) the date of Employee’s full-time employment by another employer, if that employer has comparable family health insurance coverage, or (iii) Employee’s death, a monthly cash payment, payable on the first business day of each month that follows the Termination Date, in an amount equal to Employee’s monthly premium cost for “COBRA” family health coverage under Employer’s group health plan.

• Section 409A. Notwithstanding any provision to the contrary herein, to the extent that any

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EXHIBIT 10.24

• payments to which Employee becomes entitled under this Agreement, or any agreement or plan referenced herein constitute deferred compensation subject to Section 409A of the Code (“Deferred Payments”), if (i) Employee becomes entitled to such payments in connection with a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) and (ii) Employee is deemed at the time of such separation from service to be a “specified employee” under Section 409A of the Code, the Deferred Payments shall be paid to Employee during the six-month period following Employee’s “separation from service” to the extent that Employer reasonably determines that paying such amounts at the time or times indicated in this Agreement would not be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. Any amounts not paid to Employee during the six-month period described in the foregoing sentence shall accrue and be delayed and shall be paid to Employee in a lump sum within 30 days after the end of such six-month period. Any amounts payable to Employee after the expiration of such six-month period under this Agreement shall continue to be paid to Employee in accordance with the terms of this Agreement. If Employee dies during such six-month period and prior to the payment of the delayed amounts hereunder, such unpaid delayed payments shall be paid to the personal representative of Employee’s estate within 30 days after the date of Employee’s death. If a portion of the severance pay or benefits is (i) a Deferred Payment, (ii) the payment thereof is contingent upon execution and nonrevocation of a general release of claims, and (iii) the period for considering or revoking the release spans two calendar years, then the portion of the severance pay or benefits that is a Deferred Payment will be paid or begin to be paid on the first business day of the second calendar year.

• Limitation on Termination Payments. Notwithstanding the provisions in this Agreement, the Severance Amounts paid pursuant to this Section ‎6 or otherwise in connection with Employee’s termination of employment with Employer shall not exceed the Payment Limit. To the extent that any Severance Amounts to be paid pursuant to this Section ‎6 or otherwise would exceed the Payment Limit, such Severance Amounts shall be reduced to the Payment Limit. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, (i) seek shareholder approval of the payment of Severance Amounts in excess of the Payment Limit or (ii) waive this provision at any time.

• Definitions.

The following words and phrases shall have the meanings set forth below for the purposes of this Agreement (unless the context clearly indicates otherwise):

“Base Salary” as used herein shall exclude any incentive or bonus compensation, any monthly automobile allowance, and any other benefit of reimbursement.

“Cause,” shall mean any act of Employee, which in the reasonable judgment of Employer's Board of Directors, constitutes dishonesty, larceny, fraud, deceit, gross negligence, a crime involving moral turpitude, willful misrepresentation to shareholders, directors or officers, or a material breach of this Agreement. For purposes of clarity, if Employer or its Board of Directors fail to renew this Agreement without Cause, then Employee shall be entitled to the benefits under 6(b) and 6(e) as applicable.

A “Change in Control” shall mean either one of the following: (i) when any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (other than Employer, a subsidiary thereof or an employee benefit plan of the Employer, including any trustee of such plan acting as trustee) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing fifty percent (50%) or more of the combined voting power of the Employer's then outstanding securities; or (ii) the occurrence of a transaction requiring shareholder approval, and involving the sale of all or substantially all of the assets of the Employer or the merger of the Employer with or into another corporation.

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EXHIBIT 10.24

“Disability” shall mean Employee’s permanent disability (within the meaning of Section 409A(a)(2)(C)(i) of the Code.

“Good Reason” shall mean (i) a material diminution of Employee’s annual base compensation, authority, duties or responsibilities, including without limitation the failure of Employer or its Board of Directors to re-elect Employee as an executive officer; (ii) a material change in Employee’s reporting relationship, including a requirement that Participant report to a corporate officer or employee instead of reporting directly to the Board; (iii) a material change in the geographic location at which Participant must perform the duties of his or her position; or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement, and in each case Employee has advised Employer in writing of the condition set forth above within ninety (90) days of the initial existence of the condition and Employer has not remedied the condition with thirty (30) days of receipt of such notice.

“Payment Limit” is an amount equal to 2.99 multiplied by Employee’s Total Cash Compensation.

“Plan” means Employer’s 2017 Amended and Restated Omnibus Incentive Plan.

“Replacement Awards” has the meaning set forth in Section 8 of the Plan.

“Severance Amounts” means any severance or termination payments including cash, equity or other pay that is paid out or vests due to Employee’s termination for any reason. Amounts include payments provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans. Estimated total value of Severance Amounts includes lump-sum payments, payments offsetting tax liabilities, perquisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense and equity awards if vesting is accelerated, or a performance condition waived, due to termination. Severance Amounts do not include life insurance, pension benefits, or deferred pay earned and vested prior to termination.

“Termination Date” shall mean the date of Employee’s “separation from service” from Employer (within the meaning of Section 409A.

“Total Cash Compensation” as used herein includes Base Salary, any incentive or bonus compensation, and any monthly automobile allowance, but shall exclude any other benefit or expense reimbursement. Total Cash Compensation includes any salary or bonus amounts in Employer’s deferred compensation program.

• Section 280G Provisions.

• Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any benefit received pursuant to this Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that any benefit received or to be received by Employee in connection with a Change in Control (“Contract Benefits”) or any other plan, arrangement or agreement with Employer or an affiliate (collectively with the Contract Benefits, the “Total Benefits”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the net after-tax benefit received by Employee as a result of such reduction shall exceed the net after-tax benefit received by Employee if no such reduction was made. For purposes of this Section ‎7, “net after-tax benefit” shall mean the Total Benefits that Employee receives or is then entitled to receive from Employer that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (i) the amount of all federal, state and local income and employment taxes payable by Employee with respect to such “parachute payment,” calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Employee (based on the rates set forth in the Code as

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EXHIBIT 10.24

• in effect at the time of the first receipt of the foregoing benefits), and (ii) the amount of excise taxes imposed with respect to such “parachute payment” by Section 4999 of the Code. The Total Benefits shall be reduced in the following order: (A) reduction of any cash severance payments otherwise payable to Employee that are exempt from Section 409A of the Code; (B) reduction of any other cash payments or benefits otherwise payable to Employee that are exempt from Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code; (C) reduction of any other payments or benefits otherwise payable to Employee on a pro-rated basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to any acceleration of vesting and payments with respect to any equity award that are exempt from Section 409A of the Code; and (D) reduction of any payments attributable to any acceleration of vesting or payments with respect to any equity award that are exempt from Section 409A of the Code, in each case beginning with payments that would otherwise be made last in time.

• The accounting firm engaged by Employer (or its successor) for general tax purposes shall perform any adjustment pursuant to subsection (a) of this Section ‎7. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and to Employer within fifteen (15) calendar days of being engaged to perform such determination and adjustment, or at such other time as requested by Employer. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and Employer.

• Confidential Information

Employee recognizes that Employer's business and the business of other affiliates depend upon the use and protection of a large body of confidential and proprietary information now existing or to be developed in the future which will be referred to in this Agreement as "Confidential Trade Information." Employee intends that the meaning of Confidential Trade Information in this Agreement will be read as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible medium) which is related to Employer's business and the business of corporations affiliated with Employer or any of their potential future business and which is not generally and publicly known. Without limiting the foregoing, Employee agrees that the customer lists and lists of contracts and potential customers of Employer and its affiliates are and will be a part of the Confidential Trade Information. Employee agrees to protect and preserve as confidential during the term hereof, and at all times after its termination or expiration, all of the Confidential Trade Information at any time known to Employee or at any time in Employee's possession or control. Employee will neither use nor allow any other person or entity (including entities partially or wholly owned by Employee) to use in any way, except for the benefit of Employer and as directed by Employer, any of the Confidential Trade Information. Employee will, prior to or upon leaving employment with Employer, deliver to Employer any and all records, items, and media of any type (including all partial or complete copies or duplicates) containing or otherwise relating to any of the Confidential Trade Information, whether prepared or acquired by or provided to Employee. Employee acknowledges that all such records, items and media are at all times and shall remain the property of Employer.

• Covenant Not to Compete

• During the Employee’s employment and for six (6) months following termination of Employee’s employment, Employee hereby agrees that he/she will not directly or indirectly on Employee's own behalf or on behalf of or in conjunction with any person, business, firm, company, or other entity, set up, join, become employed by, be engaged in, or provide any advice, assistance, or services to, any enterprise (including, without limitation, any corporation, partnership, proprietorship, or other venture) which:

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EXHIBIT 10.24

• competes directly or indirectly with any business or service of Employer, including without limitation logistics, freight forwarding, transportation, customs brokerage, warehouse/distribution, order management, and freight data management; and

• is located within one hundred fifty (150) miles of any office of Employer or any affiliate of Employer.

• Without limiting the foregoing, Employee also agrees that he/she will not, during the term of this Agreement and for a period of 12 months following the termination of Employee’s employment with Employer cause or attempt to cause or induce any employee of Employer to leave the employment of Employer, or call on or otherwise solicit business from any of the customers of Employer which, at the time of termination of his/her employment, were listed (or ought to have been listed) in Employer's records, in respect of any service or product that competes directly or indirectly with any service provided or marketed by or actually under the development or active consideration by Employer at the time of Employee's termination.

• The provisions of this Section ‎9 do not apply in the event of a termination of Employee’s employment during the period beginning with a public announcement of a pending Change in Control event and ending two (2) years following the effective date of the completed transaction or on the date of the public announcement of the termination of the proposed transaction.

• Remedies

Employee agrees that damages for breach of his/her covenants under Paragraphs 8 and 9 above will be difficult to determine and probably inadequate to remedy the harm caused thereby and therefore consents that these covenants may be enforced by temporary or permanent injunction. Such injunctive relief shall be in addition and not in place of any other remedies available at law or equity. Employee further agrees that profits made in violation of these covenants shall be held in constructive trust for Employer. Employee acknowledges that the provisions of this Paragraph and such covenants are reasonable, that any lump sum payment made under Paragraph 6 would be adequate compensation under the circumstances, and that in any event Employee is capable of gainful employment without breaching such covenants. However, should any court or tribunal ever find that any provision of such covenants are illegal or unenforceable on the grounds of unreasonableness whether in period of time, geographical area or otherwise, then in that event the parties agree that such covenants shall be interpreted and enforced to the maximum extent which the court or tribunal deems reasonable. For purpose of this Paragraph and Paragraphs 8 and 9 of this Agreement, the term "Employer" shall include any subsidiary, agent or other affiliate of Employer.

• Entire Agreement; Modification

This Agreement, together with any equity award agreements referenced herein, constitute the entire Agreement between the parties and supersedes all prior agreements with respect to the subject matter herein. Any waiver, alteration or modification of any provisions of this Agreement, or the replacement of this Agreement shall not be valid unless in writing and signed by all the parties signing hereunder.

• Dispute Settlement

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Any such arbitration shall be conducted before a panel of three (3) arbitrators, of which each Party shall select one arbitrator, and such two arbitrators shall select a third. All decisions of the arbitration panel shall be taken by majority vote. Any such arbitration shall take place in Seattle, Washington, U.S.A.

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EXHIBIT 10.24

• Agreement Not Assignable

Employee may not assign any of his/her rights or delegate any of his/her duties hereunder. Employer may assign this Agreement and delegate its duties hereunder to any of its affiliates at any time owned by, owning or under common ownership, provided that Employee shall remain assigned to the business conducted by Employer or its successors.

• No Waiver

No waiver of the terms or provisions hereof shall be valid unless in writing signed by the party against which the enforcement of such waiver is sought, nor shall any waiver or failure to enforce any right hereunder be deemed to be a waiver of the same or any other right in any other instance.

• Successors

Subject to the restriction on assignment and delegation set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns and personal representatives.

• Notice

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by documented overnight delivery service or by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To Employer:

Expeditors International of Washington, Inc.

3545 Factoria Blvd. SE

Sterling Plaza 2, 3rd Floor

Bellevue, Washington 98006

Attn: General Counsel

To Employee: at Employee’s most recent address on the records of Employer

• Governing Law

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the laws of the State of Washington. The parties agree that any action to enforce any provision of this Agreement will be brought in the federal or state courts in King County, Washington.

[Signatures on Following Page]

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EXHIBIT 10.24

Expeditors International of Washington, Inc.

By: /s/ DANIEL WALL Name: Daniel Wall Title: President and Chief Executive Officer

EMPLOYEE

By: ROBERTO MARTINEZ Name: Roberto Martinez Title: President, Global Products

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EX-10.73

EXHIBIT 10.73

PERFORMANCE SHARE AWARD AGREEMENT

(Expeditors International of Washington, Inc. 2017 Omnibus Incentive Plan)

THIS AGREEMENT, dated as of [date] (“Agreement”), is entered into between Expeditors International of Washington, Inc., a Washington corporation (the “Company”), and [recipient], an employee of the Company or an affiliate of the Company (“Participant”). This Agreement sets forth the terms and conditions of a Performance Share Award representing the right to receive shares of Common Stock (“Common Stock”), par value $.01 per share, of the Company granted by the Company pursuant to its 2017 Omnibus Incentive Plan, which was approved by shareholders on May 2, 2017 (the “Plan”). Capitalized terms that are not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.

Subject to the terms and conditions of the Plan and the Agreement, the Company grants to Participant a Performance Share Award entitling Participant to the number of Performance Share Units (sometimes referred to herein as “PSUs”) equal to the “Target Award Number” set forth below. The Target Award Number shall be adjusted upward or downward following the end of the Performance Period based on performance, as provided in the Exhibit A to this Agreement, which Exhibit is made a part of this Agreement. The number of PSUs that Participant will receive under the Agreement, after giving effect to such adjustment, is referred to herein as the “Final Award Number.” Each PSU represents the right to receive one share of Common Stock, subject to the vesting requirements and distribution provisions of the Agreement and the terms of the Plan. The shares of Common Stock distributable to Participant with respect to PSUs granted hereunder are referred to as the “Shares”. The performance periods over which the Final Award Number will be determined (the “Performance Period”) are set forth below.

The Company and the Participant agree as follows:

• Performance Share Award. The Company, effective as of the date of this Agreement, hereby grants to Participant Performance Share Units as set forth below and subject to the terms and conditions set forth in this Agreement and the Plan:

• Target Award Number; Final Award Number. The Target Award Number shall consist of two (2) tranches (Tranche A and Tranche B). Seventy‑five percent of the total Target Award Number is allocated to Tranche A; and twenty‑five percent of the total Target Award Number is allocated to Tranche B, in each case as set forth in 1(b) below. The potential Final Award Number for each tranche ranges from a maximum number equal to 200% of the Tranche Target Award Number to zero in the event the threshold level of performance for that tranche is not achieved (see Exhibit A).

• Performance Criteria; Performance Period. Performance criteria for Tranche A are based on Cumulative EPS and performance criteria for Tranche B are based on Net Revenues, in each case as set forth in Exhibit A. The Performance Periods for purposes of determining whether, and the extent to which the PSUs within each tranche will vest and become payable hereunder, and the Target Number of Shares for each Tranche subject to this Award are:

Performance Period Target Number in Tranche

Tranche A: January 1, 202[_] to December 31, 202[_] [###]

Tranche B January 1, 202[_] to December 31, 202[_] [###]

(c) Vesting Date. Except as otherwise provided herein, the “Vesting Date” for Performance Share Units (to the extent they become vested based on satisfaction of performance goals) shall be the last day of the performance period. Provided Participant remains continuously employed by the Company or an Affiliate through the Vesting Date, and subject to earlier settlement/payout with respect to Performance Share Units that become vested under Section 3(b) below in the event of Disability or death, vested Performance Share Units will be settled and Shares delivered as soon as administratively feasible following the Vesting Date, but in no event later than March 15th of the year following the calendar year in which the Vesting Date occurs.

• Rights of Participant with Respect to the Performance Share Units.

• No Shareholder Rights. Performance Share Units granted pursuant to this Agreement do not and shall not entitle Participant to any rights of a shareholder of Common Stock. The rights of Participant with respect to the Performance Share Units shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to Performance Share Units lapse, in accordance with Sections 1 and 3 hereof.

• Dividend Equivalents. As long as Participant holds Performance Share Units granted pursuant to this Agreement, the Company shall credit to Participant, on each date that the Company pays a cash dividend to holders of Common Stock generally, an additional number of Performance Share Units (“Additional Performance Share Units”) equal to the number of Performance Share Units and Additional Performance Share Units previously credited to Participant under this Agreement multiplied by the dollar amount of the cash dividend paid per share of Common Stock by the Company on such date, divided by the Fair Market Value of a share of Common Stock on such date. Any fractional Performance Share Unit resulting from such calculation shall be included in the Additional Performance Share Units. A report showing the number of Additional Performance Share Units so credited shall be sent to Participant periodically, as determined by the Company. The Additional Performance Share Units so credited shall be subject to the same terms and conditions as the Performance Share Units with respect to which such Additional Performance Share Units were credited, and the Additional Performance Share Units shall be forfeited in the event that the Performance Share Units with respect to which such additional Performance Share Units were credited are forfeited. Further, for avoidance of doubt, Participant will be eligible to receive Additional Performance Share Units with respect to unvested Performance Share Units only if Participant remains in continuous employment with the Company or an Affiliate through the applicable dividend record date as declared by the Board. Additional Performance Share Units are subject to income and payroll tax withholding by the Company.

• Issuance of Shares; Conversion of Performance Share Units. No Shares of Common Stock shall be issued to Participant prior to the date on which the Performance Share Units vest, and the restrictions with respect to the Performance Share Units lapse, in accordance

• with Section 1 or Section 3 hereof. Neither this Section 2(c) nor any action taken pursuant to or in accordance with this Section 2(c) or any other provision of the Plan or this Performance Share Award agreement shall be construed to create a trust of any kind. After any Performance Share Units vest pursuant to Section 1 or Section 3 hereof, the Company shall promptly cause to be issued, in either certificated or uncertificated form, Shares of Common Stock registered in Participant’s name or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, in payment of such vested Performance Share Units and any Additional Performance Share Units and shall cause such certificated or uncertificated shares to be delivered to Participant or Participant’s legal representatives, beneficiaries or heirs, as the case may be (including for this purpose a delivery of Shares to a deceased Participant’s brokerage account maintained in connection with Awards under the Plan). Any fractional Performance Share Unit credited to the Participant at the time of final settlement of this Performance Share Unit Award will be rounded up to the next whole unit. In no event shall issuance of Shares occur later than March 15th of the year following the calendar year in which PSUs vest (and the restrictions with respect to such PSUs lapse).

• Vesting; Forfeiture.

• Termination of Employment. In the event that Participant’s employment with the Company and its Affiliates is terminated prior to a Tranche Vesting Date, the Participant’s right to receive any Shares (including the right to receive any Shares relating to Additional Performance Share Units) corresponding to that Tranche Vesting Date shall be immediately and irrevocably forfeited, unless such termination is by reason of:

• Participant’s permanent disability (within the meaning of Section 409A(a)(2)(C)(i) of the Code (“Disability”);

• Participant’s death;

• Participant’s Retirement (as defined in Section 3(c) below).

• Participant’s Involuntary Termination without Cause (as defined in Section 3(d) below) or

• Participant’s Voluntary Termination for Good Reason (as defined in Section 3(d) below.

• Death and Disability. In the event of Participant’s death or Disability (as defined in Section 3(a) above) prior to the commencement or completion of a Performance Period, the Participant or Participant’s estate shall be entitled to receive a payment/settlement with respect to a prorated portion of PSUs corresponding to such Performance Period based on, and assuming that, performance would be achieved at the target level, as set forth in Exhibit A to this Agreement. The prorated number of PSUs for the Performance Period shall be determined by dividing the number of days during the performance period prior to Participant’s death or Disability by the total number of days in the Performance Period. Notwithstanding the foregoing, in the event the Participant is eligible for “Retirement,” as defined in Section 3(c), at the time of his or her death or Disability, then no proration will occur and the Participant or Participant’s estate shall be entitled to receive a payment/settlement with respect to the full amount of PSUs corresponding to such Performance Period, again assuming that performance would be achieved at the target level. Such settlement of PSUs will occur as soon as administratively feasible following death or Disability but in all cases by the later of (i) the end of the year in which such death or Disability

• occurs and (ii) the date that is 2‑1/2 months following such death or Disability. If a payment/settlement is made pursuant to this Section 3(b), no payment/settlement shall be made pursuant to Section 1 of this Agreement.

• Retirement. In the event Participant terminates employment as a result of Retirement prior to the commencement or completion of a Performance Period, then the PSUs corresponding to such Performance Period shall be eligible to become vested at the end of the Performance Period based on actual achievement of performance goals as specified in Exhibit A. “Retirement” shall mean the voluntary or involuntary termination of Participant’s employment for any reason other than for Cause, Disability or death (i) at such time or after Participant has attained age 55 and completed at least ten years of service (measured from his or her most recent hire date) as an employee of the Company and/or an Affiliate of the Company, or (ii) after having completed at least thirty years of continuous service (measured from his or her most recent hire date) as an employee of the Company and/or an Affiliate of the Company, and in either case, so long as Participant has at all times that Performance Share Units are outstanding under this Agreement complied with the terms of any applicable confidentiality, non‑disclosure and/or non‑competition agreement between the Company and the Participant. Settlement of such PSUs shall occur as soon as administratively feasible following the end of the Performance Period (but in no event later than March 15th of the year following the calendar year in which the last day of the Performance Period occurs). If a payment/settlement is made pursuant to this Section 3(c), no payment/settlement shall be made pursuant to Section 1 of this Agreement.

• Involuntary Termination without Cause or Voluntary Termination for Good Reason (not in connection with a Change in Control). The following provisions apply if Participant terminates employment as a result of an Involuntary Termination (as defined below) without Cause (as defined in the Plan) or a Voluntary Termination for Good Reason (as defined below) and such termination is not a Qualifying Termination as defined in the Plan (in connection with a Change in Control). If Participant’s employment is terminated as a result of an Involuntary Termination without Cause or a Voluntary Termination for Good Reason prior to the commencement or completion of a Performance Period, then (i) unvested PSUs granted during the prior six month period will be forfeited; (ii) provided that Participant timely executes a waiver and release of claims against the Company in a form acceptable to the Company, a prorated portion (based on service completed at the time of termination) of unvested PSUs will be eligible to become vested at the end of the applicable Performance Period, based on actual achievement of performance goals as specified in Exhibit A; and (iii) all other unvested PSUs shall be forfeited. The prorated number of PSUs shall be determined by dividing the number of days in the period commencing on the date of grant and ending on the date of termination, by the total number of days in the period commencing on the date of grant and ending on the last day of the Performance Period. “Involuntary Termination without Cause” means termination of Participant’s employment by the Company’s exercise of unilateral authority in circumstances where Participant was willing and able to continue employment and such termination was not for Cause (as defined in the Plan). “Voluntary Termination for Good Reason” means Participant’s voluntary termination of employment as a result of (i) a material diminution of Participant’s annual base compensation, authority, duties or responsibilities; (ii) a material change in Participant’s reporting relationship, including a requirement that Participant report to a corporate officer or employee instead of reporting directly to the Board; (iii) a material change in the geographic location at which Participant must perform the duties of his or her position; or (iv) any other action or inaction that constitutes a material breach by the Company of the agreement under which Participant serves (e.g., an employment agreement), and in each case Participant has advised the Company in writing of the condition set forth above within ninety (90) days of the initial existence of the condition and the Company has not remedied the condition with thirty (30) days of receipt of such

• notice. Notwithstanding the foregoing, the provisions in the Section 3(d) will apply only if Participant has at all times that Performance Share Units are outstanding under this Agreement complied with the terms of any applicable confidentiality, non‑disclosure and/or non‑competition agreement between the Company and the Participant. Settlement of such PSUs shall occur as soon as administratively feasible following the end of the Performance Period (but in no event later than March 15th of the year following the calendar year in which the last day of the Performance Period occurs). If a payment/settlement is made pursuant to this Section 3(d), no payment/settlement shall be made pursuant to Section 1 of this Agreement.

• Change in Control (with no Replacement Awards). Notwithstanding any provision in the Plan to the contrary, in the event that a Change in Control (as defined in the Plan) occurs prior to the commencement or completion of a Performance Period, the Participant shall be entitled to receive a payment/settlement with respect to all PSUs corresponding to such Performance Period (x) based on actual performance, to the extent determinable, through the date immediately prior to the date of the Change in Control, with performance goals adjusted to reflect the truncated performance period and payable without proration or (y) as if target performance was achieved, whichever shall result in the largest payout, as set forth in Exhibit A to this Agreement. For avoidance of doubt, such payment/settlement shall occur within thirty (30) days following such Change in Control (except to the extent that settlement of the Award must be made pursuant to its original schedule in order to comply with Code Section 409A), notwithstanding that the applicable performance period, retention period or other restrictions and conditions have not been completed or satisfied.

• Restrictions on Transfer. Performance Share Units shall not be transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of Participant and receive any property distributable with respect to Performance Share Units upon the death of Participant. Each right under this Agreement shall be exercisable during Participant’s lifetime only by Participant or, if permissible under applicable law, by Participant’s legal representative. Performance Share Units and any rights under this Agreement may not be sold, assigned, transferred, pledged, alienated, attached or otherwise encumbered and any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any Affiliate.

• Income Tax Matters. In order to comply with all applicable federal, foreign, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, foreign, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. Upon vesting of the Performance Share Units and the lapse of the restrictions with respect to the Performance Share Units under the terms of this Award Agreement, Participant shall be obligated to pay any applicable withholding taxes arising from such vesting and lapse of restrictions and payment with respect to Performance Share Units.

• Securities Matters. No Shares of Common Stock shall be issued pursuant to this Agreement prior to such time as counsel to the Company shall have determined that the issuance of such shares will not violate any securities or other laws, rules or regulations. The Company shall not be required to deliver any Shares of Common Stock until the requirements of any applicable securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. In addition, the grant of these Performance Share Units and/or the delivery of any Shares of Common Stock under this Agreement are subject to the Company’s executive compensation clawback policies

• as they may exist at the time of grant of this Award and as the Company may adopt in the future to conform to the Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010 (or any other applicable law) and any applicable rules and regulations of the Securities and Exchange Commission or applicable stock exchange.

• Tax Consequences. Participant agrees that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimize the Participant’s tax liabilities. Participant will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from Performance Share Units or the Participant’s other compensation.

• Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split‑up, spin‑off, combination, repurchase or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase shares or other securities of the Company or other similar corporate transaction or event affects the Common Stock such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Agreement, then the Committee shall, in such manner as it may deem equitable, in its sole discretion, adjust any or all of the number and type of shares subject to Performance Share Units.

• General Provisions.

• Section 409A. This Performance Share Award is intended to be exempt from Section 409A of the Code (“Section 409A”) under Treas. Reg. Section 1.409A‑1(b)(4) and this Agreement and the Plan will be construed and administered accordingly. Notwithstanding the foregoing, to the extent it is determined that any payment due hereunder is (i) deferred compensation subject to Section 409A, and (ii) is payable to a specified employee (as that term is defined in Section 409A), and (iii) is payable on account of the specified employee’s separation from service (as that term is defined in Section 409A), payment of any part of such amount that would have been made during the six (6) months following the separation from service shall not then be paid but shall rather be paid on the first day of the seventh (7th) month following the separation from service.

• For this purpose, specified employees shall be identified by the Company on a basis consistent with regulations issued under Section 409A, and consistently applied to all plans, programs, contracts, etc. maintained by the Company that are subject to Section 409A.

• For this purpose, “termination of employment” shall be defined as “separation from service” as that term is defined under Section409A.

• To the extent that Section 409A is applicable to this Agreement, this Agreement shall be construed and administered to comply with the rules of Section 409A. Neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

• Interpretations. This Agreement is subject in all respects to the terms of the Plan. Terms used herein which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final and conclusive upon all parties in interest.

• No Right to Employment. The grant of Performance Share Units shall not be construed as giving Participant the right to be retained as an employee of the Company or any Affiliate. In addition, the Company or an Affiliate may at any time dismiss Participant from employment, free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement or the Plan.

• Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

• Severability. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction under any law deemed to be applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law, or if it cannot be so construed or amended without, in the determination of the Committee, materially altering the purpose or intent of this Agreement, such provision shall be stricken as to such jurisdiction or this Agreement, and the remainder of this Agreement shall remain in full force and effect.

• Governing Law. The internal law, and not the law of conflicts, of the State of Washington will govern all questions concerning the validity, construction and effect of this Agreement. Any claim or action brought with respect to this Award shall be brought in a federal or state court located in Seattle, Washington.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC. By: Date:

Participant

Date:

Exhibit A

TO

PERFORMANCE SHARE AWARD AGREEMENT Expeditors International of Washington, Inc. 2017 Omnibus Incentive Plan)

This Exhibit A to the Performance Share Award Agreement sets forth the manner in which the Committee will determine whether, and the extent to which, Performance Share Units that will become vested, and thus the number of Shares of Common Stock that will become payable with respect to the Award.

Definitions

Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Performance Share Award Agreement. The following terms used in this Exhibit A shall have the meanings set forth below:

“Cumulative EPS” shall equal the Company’s diluted earnings attributable to shareholders per share for the 2019 fiscal year of the Company included in the Performance Period. The Company’s diluted earnings attributable to shareholders per share for any such fiscal year of the Company during the Performance Period shall be as set forth in the audited consolidated financial statements of the Company and its subsidiaries.

“Net Revenues” means the net revenues for the 202[_] fiscal year of the Company included in the Performance Period, as reported in the Company’s Annual Report on Form 10‑K in the Financial Highlights table under Item 6 – Selected Financial Data. Net Revenues are a non‑GAAP measure calculated as revenues less directly related operations expenses attributable to the Company's principal services. The Company's management believes that net revenues are a better measure than total revenues when evaluating the Company's operating segment performance since total revenues earned as a freight consolidator include the carriers' charges for carrying the shipment, whereas revenues earned in other capacities include primarily the commissions and fees earned by the Company. Net revenue is one of the Company's primary operational and financial measures and demonstrates the Company's ability to concentrate and leverage purchasing power through effective consolidation of shipments from customers utilizing a variety of transportation carriers and optimal routings.

“Cumulative EPS Threshold Performance” means Cumulative EPS of $[###] per share.

“Cumulative EPS Target Performance” means Cumulative EPS of $[###] per share.

“Cumulative EPS Maximum Performance” means Cumulative EPS of $[###] per share.

“Determination Date” means the date on which the Final Award Number is determined, which date shall not be later than 60 days after the last day of the Performance Period.

“Final Award Number” means the number of Shares that become payable in settlement of this Performance Share Award determined based on performance in accordance with this Exhibit A, and Final Award Number for an individual Tranche means the number of Shares that become payable in settlement of that Tranche determined in accordance with this Exhibit A.

“Net Revenues Threshold Performance” means Net Revenues of $[###] billion.

“Net Revenues Target Performance” means Net Revenues of $[###] billion.

“Net Revenues Maximum Performance” means Net Revenues of $[###] billion.

“Performance Period” has the meaning set forth in Section 1(b) of this Performance Share Award.

“Target Award Number” for each Tranche means the target number set forth in Section 1(b) of the Award Agreement.

“Target Award Number Percentage” means, for each Tranche, the percentage of the Target Award Number for such Tranche that may become vested, determined in accordance with this Exhibit A.

Determination of Final Award Number

Each Participant has been granted a number of Units equal to the Target Award Number. Seventy‑five percent (75%) of the Target Award Number is allocated to Tranche A and twenty‑five percent (25%) is allocated to Tranche B, as set forth in Section 1(b) of the Performance Share Award Agreement.

The Target Award Number for each Tranche will be adjusted upward or downward following the end of the Performance Period on the Determination Date, depending on whether, and the extent to which, the Cumulative EPS Target and the Net Revenues Target, as applicable, have been met. The Final Award Number for each Tranche will be determined by multiplying (i) the Target Award Number Percentage for the Tranche by (ii) the Target Award Number for the Tranche. The Target Award Number Percentage will be determined in accordance with the following:

• If Cumulative EPS Target Performance is achieved, 100% of the Target Number for Tranche A will become vested. If Cumulative EPS Maximum Performance (or greater) is achieved, 200% of the Target Number for Tranche A will become vested. If Cumulative EPS Threshold Performance is achieved, 50% of the Target Number for Tranche A will become vested. If Cumulative EPS Threshold Performance is not achieved, 0% of the Target Number for Tranche A will become vested. The Final Award Number for Tranche A will be determined by linear interpolation for performance between Cumulative EPS Threshold Performance and Cumulative EPS Target Performance, or between Cumulative EPS Target Performance and Cumulative EPS Maximum Performance, as applicable.
• If Net Revenues Target Performance is achieved, 100% of the Target Number for Tranche B will become vested. If Net Revenues Maximum Performance (or greater) is achieved, 200% of the Target Number for Tranche B will become vested. If Net Revenues Threshold Performance is achieved, 50% of the Target Number for Tranche B will become vested. If Net Revenues Threshold Performance is not achieved, 0% of the Target Number for Tranche B will become vested. The Final Award Number for Tranche B will be determined by linear interpolation for performance between Net Revenues Threshold Performance and Net Revenues Target Performance, or between Net Revenues Target Performance and Net Revenues Maximum Performance, as applicable.

The Final Award Number for each Participant shall be determined by the Committee on the Determination Date. The Committee shall have no discretion to increase the amount determined on the basis of the objective performance criteria set forth herein but shall retain discretion to reduce such amount.

Committee Determinations

The Committee shall make all determinations necessary to arrive at the Final Award Number for each Tranche for each Participant. Any determination by the Committee pursuant to this Exhibit A will be binding upon each Participant and the Company.

No Fractional Units

In the event the Final Award Number is a number of Units that is not a whole number, then the Final Award Number shall be rounded up to the nearest whole number.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Daniel R. Wall, certify that:

• I have reviewed this quarterly report on Form 10-Q of Expeditors International of Washington, Inc.;
• Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
• Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
• Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2026

/s/ DANIEL R. WALL
Daniel R. Wall<br><br>President, Chief Executive Officer and Director

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, David A. Hackett, certify that:

• I have reviewed this quarterly report on Form 10-Q of Expeditors International of Washington, Inc.;
• Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
• Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
• Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2026

/s/ DAVID A HACKETT
David A. Hackett<br><br>Senior Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Expeditors International of Washington, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Daniel R. Wall, President, Chief Executive Officer and Director, and David A. Hackett, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 6, 2026	/s/ DANIEL R. WALL
	Daniel R. Wall<br><br>President, Chief Executive Officer and Director
May 6, 2026	/s/ DAVID A. HACKETT
	David A. Hackett<br><br>Senior Vice President and Chief Financial Officer