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EXPEDITORS INTERNATIONAL OF WASHINGTON INC

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

EXPD$189.59+2.7%Stored close · as of Nov 9, 2026

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Item 5. Other Information

(a)

On August 3, 2026, the Board of Directors of the Company approved the Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately. The amendments to the Bylaws were adopted as part of the Company’s periodic review of its corporate governance documents to update, clarify, and modernize certain portions of the Bylaws. The updates to the Bylaws also consist of various non-material changes intended to improve clarity and overall organization.

The amendments to the Bylaws, among other things, revise certain provisions relating to the conduct of shareholder meetings, including the expansion of authority of the chairperson of such meetings with respect to convening, postponing, recessing, and adjourning shareholder meetings and establishing rules and procedures governing their conduct.

The amendments to the Bylaws also update the advanced notice provisions governing shareholder proposals and director nominations by clarifying the timing, informational, and procedural requirements applicable to shareholders seeking to nominate directors or bring other business before a meeting of the shareholders. The amendments expand the disclosure required to be delivered to the Secretary of the Company in connection with shareholder proposals and the nomination of directors, including disclosure of certain shareholder ownership interests, material relationships with the Company, its affiliates, and competitors, and other information as reasonably requested by the Company to evaluate the proposal or nomination.

The amendments to the Bylaws also modify certain procedural requirements applicable to shareholder nominations, including provisions relating to the accuracy and verification of information submitted by shareholders, director nominee interview requirements, and director nominee representations.

The material amendments discussed above are contained in the following sections of the Bylaws: Article II, sections 2, 4, 5, 8c, 16b-e, 15Ad, 16Af, 16, 16c-f and Article IV section 16. The information above is a summary of the material changes to the Bylaws and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

(b)

Please see modifications to the Company’s Bylaws as discussed above in (a).

(c)

During the quarterly period ended June 30, 2026, no director or officer adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

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