EXPEDITORS INTERNATIONAL OF WASHINGTON INC

(a)

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.

(b)

(c)

During the quarterly period ended March 31, 2026, no director or officer adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.