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🟢 New in Current Filing Disclosure change10/10

Actions of activist investors could disrupt our business.

Read full text

Public companies have been the target of activist investors. In the event that a third party, such as an activist investor, proposes to change our governance policies, board of directors, or other aspects of our operations or strategy, our review and consideration of such proposals may create a significant distraction for our management and employees. This could negatively impact our ability to execute various strategic initiatives and may require management to expend significant time and resources responding to such proposals. Such proposals may also create uncertainties with respect to our financial position and operations and may adversely affect our ability to attract and retain key employees.

24.

Not applicable.

Risk Management and Strategy

We and our customers and suppliers have an increasing reliance on our technology systems and infrastructure. We aim to safeguard the digital infrastructure of Expeditors, enabling the highest levels of customer service while managing and minimizing risk and maintaining global compliance. The cybersecurity and risk management program within Expeditors is defined through strategy, execution, management, and oversight, with continual assessments to verify the program’s overall effectiveness.

Identifying and assessing cybersecurity risks and threats is integrated into our overall enterprise risk management program. Our Enterprise Cybersecurity Committee defines the strategy, prioritizes, and sets the expectations for execution of the cybersecurity program, leveraging industry-standard cybersecurity frameworks, including the National Institute of Standards and Technology cybersecurity framework (NIST CSF).

Our Cybersecurity and Risk Management program (CSRM) is designed around but not limited to five key pillars:

(i)

strategic development and continuous iteration of a risk strategy in line with our information services and business goals;

(ii)

engineering and architecture of cybersecurity preventative and response solutions and capabilities;

(iii)

governance, risk, and compliance defining policies, standards, and systems of control and measurement in line with industry best practices and regulatory requirements;

(iv)

cybersecurity operations designed to prepare, identify, contain, eradicate, and recover from cyber-related incidents; and

(v)

identity and access management defining global practices for access, authentication, and authorization to technology systems.

Our Cybersecurity and Global Technology department executes and measures the delivery of the cybersecurity program and incorporates the program into the governance and internal controls framework for our Company. We engage third parties such as consultants, auditors and specialists to support, evaluate, and improve the program, and utilize cybersecurity technologies and services to prevent, identify, detect, respond, and recover from cybersecurity threats and incidents. We also maintain a third party continuous monitoring security program to identify, prioritize, assess, mitigate and remediate third party risks, which is part of our overall cybersecurity risk management framework.

The Cybersecurity and Risk Management department is structured under the leadership of the Chief Information Security Officer (CISO), supported by two key directors, one overseeing Cybersecurity and the other leading Risk Management. The Cybersecurity function comprises dedicated teams for Security Operations, and Security Engineering & Architecture, which embed technical resilience and “secure by design” principles across enterprise systems. Complementing this function, the Risk Management organization includes Governance, Risk, and Compliance teams that drive a “compliant by design” approach, ensuring alignment with regulatory frameworks, corporate policies, and industry-specific requirements. Together, these functions operate cohesively to safeguard the organization’s digital assets, ensure operational integrity, and deliver a unified risk governance model.

Governance

Our Board of Directors provides direct oversight of and evaluates our cybersecurity and risk management posture at least annually. The Board’s oversight is led by James Dubois, former CISO and Chief Information Officer (CIO) with the Microsoft Corporation, who communicates with cybersecurity leadership throughout the year. The Board is provided updates via our Enterprise Risk Management program quarterly, while meeting with the CISO at least annually.

Not applicable.

Risk Management and Strategy

Our Cybersecurity and Risk Management program (CSRM) is designed around but not limited to five key pillars:

(i)

strategic development and continuous iteration of a risk strategy in line with our information services and business goals;

(ii)

engineering and architecture of cybersecurity preventative and response solutions and capabilities;

(iii)

governance, risk, and compliance defining policies, standards, and systems of control and measurement in line with industry best practices and regulatory requirements;

(iv)

cybersecurity operations designed to prepare, identify, contain, eradicate, and recover from cyber-related incidents; and

(v)

identity and access management defining global practices for access, authentication, and authorization to technology systems.

Governance

Risk Management and Strategy

Identifying and assessing cybersecurity risks and threats is integrated into our overall enterprise risk management program.

Our Cybersecurity and Risk Management program (CSRM) is designed around but not limited to five key pillars:

(i)

strategic development and continuous iteration of a risk strategy in line with our information services and business goals;

(ii)

engineering and architecture of cybersecurity preventative and response solutions and capabilities;

(iii)

governance, risk, and compliance defining policies, standards, and systems of control and measurement in line with industry best practices and regulatory requirements;

(iv)

cybersecurity operations designed to prepare, identify, contain, eradicate, and recover from cyber-related incidents; and

(v)

identity and access management defining global practices for access, authentication, and authorization to technology systems.

We engage third parties such as consultants, auditors and specialists to support, evaluate, and improve the program, and utilize cybersecurity technologies and services to prevent, identify, detect, respond, and recover from cybersecurity threats and incidents. We also maintain a third party continuous monitoring security program to identify, prioritize, assess, mitigate and remediate third party risks, which is part of our overall cybersecurity risk ma nagement framework.

Governance

The Board’s oversight is led by James Dubois, former CISO and Chief Information Officer (CIO) with the Microsoft Corporation, who communicates with cybersecurity leadership throughout the year. The Board is provided updates via our Enterprise Risk Management program quarterly, while meeting with the CISO at least annually.

25.

Our Enterprise Risk Management Committee includes a cross-functional team including the Chief Executive Officer, CIO, Chief Financial Officer and the General Counsel as members who are well versed in risk management. In addition, the Enterprise Cybersecurity Committee includes the CIO, CISO, and Vice Presidents who have the relevant risk management and cybersecurity expertise. The Cybersecurity and Information Services department is led by the CISO and includes cyber professionals who have the relevant cybersecurity expertise. The CISO reports to the CIO and has over 20 years of experience, a graduate degree and several certifications in the field of cybersecurity. Material risks are managed and monitored by persons or committees with relevant expertise and experience. The Company maintains a Cybersecurity incident response team and a Business Continuity Plan and has a well-established incident reporting protocol to inform management, the Board of Directors or third parties.

Expeditors’ corporate headquarters are located in Bellevue, Washington. We conduct operations in approximately 430 locations worldwide, of which approximately 100 are in the United States and 17 are owned. These owned and leased locations are primarily located close to an airport, ocean port, or on an important border crossing. These facilities are strategically located to cover the geographic areas served by Expeditors. The majority of these facilities contain warehouse facilities. We will from time to time investigate the possibility of building or buying suitable facilities. We believe that current leases can be extended and that suitable alternative facilities are available in the vicinity of each present facility should extensions be unavailable at the conclusion of current leases.

Expeditors is involved in claims, lawsuits, government investigations, income, 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 advisors, none of these matters are expected to have a material effect on our operations, cash flows or financial position. In 2025, amounts recorded for claims, lawsuits, government investigations and other legal matters are not significant to our operations, cash flows or financial position. At this time, we are 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.

Not applicable.

Our Enterprise Risk Management Committee includes a cross-functional team including the Chief Executive Officer, CIO, Chief Financial Officer and the General Counsel as members who are well versed in risk management. In addition, the Enterprise Cybersecurity Committee includes the CIO, CISO, and Vice Presidents who have the relevant risk management and cybersecurity expertise. The Cybersecurity and Information Services department is led by the CISO and includes cyber professionals who have the relevant cybersecurity expertise. The CISO reports to the CIO and has over 20 years of experience, a graduate degree and several certifications in the field of cybersecurity. Material risks are managed and monitored by persons or committees with relevant expertise and experience. The Company maintains a Cybersecurity incident response team and a Business Continuity Plan and has a well-established incident reporting protocol to inform management, the Board of Directors or third parties.

Our Enterprise Risk Management Committee includes a cross-functional team including the Chief Executive Officer, CIO, Chief Financial Officer and the General Counsel as members who are well versed in risk management. Our Enterprise Risk Management Committee includes a cross-functional team including the Chief Executive Officer, CIO, Chief Financial Officer and the General Counsel as members who are well versed in risk management. In addition, the Enterprise Cybersecurity Committee includes the CIO, CISO, and Vice Presidents who have the relevant risk management and cybersecurity expertise. The Cybersecurity and Information Services department is led by the CISO and includes cyber professionals who have the relevant cybersecurity expertise. The CISO reports to the CIO and has over 20 years of experience, a graduate degree and several certifications in the field of cybersecurity. The CISO reports to the CIO and has over 20 years of experience, a graduate degree and several certifications in the field of cybersecurity. Material risks are managed and monitored by persons or committees with relevant expertise and experience. The Company maintains a Cybersecurity incident response team and a Business Continuity Plan and has a well-established incident reporting protocol to inform management, the Board of Directors or third parties. The Company maintains a Cybersecurity incident response team and a Business Continuity Plan and has a well-established incident reporting protocol to inform management, the Board of Directors or third parties.

Not applicable.

26.

ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Expeditors' common stock trades on the New York Stock Exchange under the symbol EXPD.

There were 532 registered holders of record as of February 18, 2026. This figure does not include a substantially greater number of beneficial holders of our common stock, whose shares are held of record by banks, brokers and other financial institutions.

The Board of Directors declared semi-annual dividends per share during the two most recent fiscal years as follows:

June 16, 2025

0.77

December 15, 2025

0.77

June 17, 2024

0.73

December 16, 2024

0.73

(shares in thousands)

Period

Total number

of shares

purchased(1)

Average price

paid per share(2)

Total number of

shares purchased

as part of publicly

announced plans

Maximum number

of shares that

may yet be

purchased

under the plans

October 1-31, 2025

—

4,021

November 1-30, 2025

139.38

4,153

December 1-31, 2025

150.97

3,884

Total

149.47

3,884

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.

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

In November 2001, under a Discretionary Stock Repurchase Plan, Expeditors' Board of Directors authorized the repurchase of our common stock in the open market to reduce the issued and outstanding stock down to 200 million 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, as of December 31, 2023, 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. 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.

ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Expeditors' common stock trades on the New York Stock Exchange under the symbol EXPD.

The Board of Directors declared semi-annual dividends per share during the two most recent fiscal years as follows:

June 16, 2025

0.77

December 15, 2025

0.77

June 17, 2024

0.73

December 16, 2024

0.73

(shares in thousands)

Period

Total number

of shares

purchased(1)

Average price

paid per share(2)

Total number of

shares purchased

as part of publicly

announced plans

Maximum number

of shares that

may yet be

purchased

under the plans

October 1-31, 2025

—

4,021

November 1-30, 2025

139.38

4,153

December 1-31, 2025

150.97

3,884

Total

149.47

3,884

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

27.

The graph below compares Expeditors International of Washington, Inc.'s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the Dow Jones Transportation Average. The graph assumes that the value of the investment in our common stock and in each of the indexes (including reinvestment of dividends) was $100 on 12/31/2020 and tracks it through 12/31/2025. Total return assumes reinvestment of dividends in each of the indices indicated.

12/20

12/21

12/22

12/23

12/24

12/25

Expeditors International of Washington, Inc.

100.00

142.52

111.61

138.26

121.85

165.92

Standard and Poor's 500 Index

100.00

128.68

105.36

133.03

166.28

195.98

Dow Jones Transportation Average

100.00

133.21

109.73

132.21

134.16

148.84

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

12/20

12/21

12/22

12/23

12/24

12/25

Expeditors International of Washington, Inc.

100.00

142.52

111.61

138.26

121.85

165.92

Standard and Poor's 500 Index

100.00

128.68

105.36

133.03

166.28

195.98

Dow Jones Transportation Average

100.00

133.21

109.73

132.21

134.16

148.84

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

28.

Not applicable.

This Annual Report on Form 10-K for the fiscal year ended 2025 contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, Expeditors or its representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements, including those preceded by, followed by or that include the words or phrases “will likely result”, “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 “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. Such statements are qualified in their entirety by reference to and are accompanied by the discussion under Risk Factors in Item 1A of certain important factors that could cause actual results to differ materially from such forward-looking statements, as well as those risk factors described from time to time in our future reports filed with the Securities and Exchange Commission.

The risks included in Item 1A are not exhaustive. Furthermore, reference is also made to other sections of this report, including but not limited to Business in Item 1, Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and Quantitative and Qualitative Disclosures About Market Risk in Item 7A, which include additional factors that could adversely impact Expeditors' business and financial performance. Moreover, Expeditors operates in a very competitive, complex and rapidly changing global environment. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all of such risk factors on Expeditors' business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. While management believes that these forward-looking statements are reasonable as and when made, forward-looking statements cannot be relied upon as a prediction or guarantee of actual results. Do not place undue reliance on the forward-looking statements, which speak only as of the date of this report. The Company is under no obligation, and Expeditors expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Shareholders should be aware that while Expeditors does, from time to time, communicate with securities analysts, it is against Expeditors' policy to disclose to such analysts any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that Expeditors agrees with any statement or report issued by any analyst irrespective of the content of such statement or report. Furthermore, Expeditors has a policy against issuing financial forecasts or projections or confirming the accuracy of forecasts or projections issued by others. Accordingly, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of Expeditors.

Not applicable.

29.

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Expeditors International of Washington, Inc. 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 three 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 Airway Bill (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 Airway Bill for airfreight shipments and a Master Ocean Bill of Lading (MOBL) 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 destinations. 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.

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

30.

We manage our company along five 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. The following chart shows revenues by geographic areas of responsibility for the years ended December 31, 2025, 2024, and 2023:

Our operating units share revenue using the same arms-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. North Asia is our largest export-oriented region and accounted for 25% of revenues, 30% of directly related cost of transportation and other expenses and 21% of operating income for the year ended December 31, 2025.

31.

Summary of 2025 versus 2024

Revenues increased 4% as strong demand for most of our services was partially offset by a drop in ocean revenues.

The dynamic environment of changing trade tariffs throughout 2025 resulted in shifts in trade volumes to different locations and importers and exporters managing timing of shipments in anticipation of higher trade tariffs. As a result, carriers had to adapt to changing demand creating volatility in average sell rates and buy rates.

Customs brokerage and other services and airfreight services revenues increased 13% and 9%, respectively.

Growing complexity in customs brokerage due to the dynamic trade environment has resulted in high demand for our brokerage services resulting in growth in revenues from customs declarations fees, as well as increases in the resources to support that activity.

Airfreight services, road freight and warehousing and distribution services (included with customs brokerage and other services) all benefited from strong demand from our technology customers investing in artificial intelligence infrastructure.

Revenue from ocean freight and other services decreased 11% resulting from significant decreases in average ocean sell rates and buy rates due to overall imbalance between demand and available capacity for ocean transportation due to global trade dynamics.

Operating income increased 1% and net earnings to shareholders remained flat, while earnings per share increased 4%.

Cash from operations was $1.0 billion, up from $723 million in 2024.

We returned $875 million to shareholders through common stock repurchases and dividends.

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. Currently, the United States Government has undertaken a substantial global trade rebalancing effort resulting in significantly higher tariffs on imports. Increased tariffs on certain sectors for Canada, China, and Mexico took effect in the first quarter of 2025. Additionally, reciprocal tariffs on certain countries were expected to take effect in April 2025, and were later postponed to July and August 2025, while trade negotiations by country were taking place. In the third quarter additional tariffs were imposed on imports from most countries including India, Brazil, and Japan. The United States has also imposed significantly higher tariffs on goods made in China. Additionally, sectoral tariffs on steel, aluminum and their derivative products, as well as investigations were launched on other commodities since the second quarter of 2025. These measures have led to threatened or actual retaliatory tariffs and trade actions from several countries, including China and Canada. The "de minimis" exemption, which exempted goods made in China and Hong Kong of less than $800 in commercial value from tariffs and entry submission, was terminated on May 2, 2025, and expanded to all countries on August 29, 2025. The potential for further tariff changes and trade restrictions remains high, creating an unpredictable environment for international trade. Changes in import and regulations may further impact the flow of trade and the global economy. 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. The decision also allows for potential refunds; however the process to issue any such refunds is uncertain and likely subject to pending formal implementation, collection instructions and Court of International Trade decisions. We are currently assessing the impact this ruling and resulting tariff changes will have on our customs brokerage services, including post-entry activity. This decision could 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.

Summary of 2025 versus 2024

Revenues increased 4% as strong demand for most of our services was partially offset by a drop in ocean revenues.

Customs brokerage and other services and airfreight services revenues increased 13% and 9%, respectively.

Operating income increased 1% and net earnings to shareholders remained flat, while earnings per share increased 4%.

Cash from operations was $1.0 billion, up from $723 million in 2024.

We returned $875 million to shareholders through common stock repurchases and dividends.

Industry trends, trade conditions and competition

32.

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, political unrest and security concerns in the nations and on the trade shipping routes in which we conduct business. 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. We have a branch and employees in Lebanon but no significant assets.

Our ability to provide services to our customers is highly dependent on good working relationships with a variety of entities, including airlines, ocean carrier lines 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 higher than historical levels, volatility in oil prices, high interest rates 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. However, softening demand and additional available capacity for ocean freight resulted in declines in ocean sell and buy rates starting in the second quarter. Additional ocean and air transportation capacity will become available as demand softens due to uncertainty in economic and trade regulations and safe passage through the Red Sea resumes. These conditions could result in declines in average sell and buy rates. We also expect that pricing volatility will 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.

Critical Accounting Estimates

Our consolidated financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Preparing our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. A summary of our significant accounting policies can be found in Note 1 to the consolidated financial statements in this report. Management believes that the nature of our business is such that there are few complex challenges in accounting for operations. While judgments and estimates are a necessary component of any system of accounting, the use of estimates is limited primarily to accrual of loss contingencies, accrual of various tax liabilities and contingencies, accrual of insurance liabilities for the portion of the related exposure that we have self-insured, and accounts receivable valuation.

These estimates, other than the accrual of loss contingencies and tax liabilities and contingencies, are not highly uncertain and have not historically been subject to significant change. Management believes that the methods utilized in all of these areas are non-aggressive in approach and consistent in application, and that there are limited, if any, alternative accounting principles or methods which could be applied to these transactions. While the use of estimates means that actual future results may be different from those contemplated by the estimates, management believes that alternative principles and methods used for making such estimates would not produce materially different results than those reported.

Critical Accounting Estimates

33.

The outcome of loss contingencies, including legal proceedings and claims and government investigations, brought against us are subject to significant uncertainty. An estimated loss from a contingency, including a legal or tax proceeding, claim, government investigation or audit, or a customer claim, is recorded by a charge to income if it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a loss contingency is made if there is at least a reasonable possibility that a significant loss has been incurred. In determining whether a loss should be recorded, management evaluates several factors, including advice from outside legal counsel and qualified tax advisors, in order to estimate the likelihood of an unfavorable outcome and to make a reasonable estimate of the amount of loss or range of reasonably possible loss. Changes in these factors could have a material impact on our financial position, results of operations and operating cash flows for any particular quarter or year.

Accounting for income taxes involves significant estimates and judgments. We are subject to taxation in various states and in many foreign jurisdictions including the People’s Republic of China, including Hong Kong, Taiwan, Vietnam, India, Mexico, Canada, Netherlands and the United Kingdom. Management believes that our tax positions, including intercompany transfer pricing policies, are reasonable and are consistent with established transfer pricing methodologies and norms. We are under, or may be subject to, audit or examination and assessments by the relevant authorities in respect of these particular jurisdictions primarily for 2005 and thereafter. Sometimes audits and examinations result in proposed assessments where the ultimate resolution could result in significant additional tax, penalties and interest payments being required. We establish liabilities when, despite our belief that the tax return positions are appropriate and consistent with tax law, we conclude that we may not be successful in realizing the tax position. In evaluating a tax position, we determine 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 tax advisors.

The total amount of our income and non-income tax contingencies may increase in 2026. In addition, changes in state, federal, and foreign tax laws including transfer pricing and changes in interpretations of these laws may increase our existing tax contingencies. The timing of the resolution of tax examinations can be highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ significantly from the amounts recorded. It is reasonably possible that within the next twelve months we may undergo further audits and examinations by various tax authorities, and it is also possible that we may reach resolution related to income tax and non-income tax examinations in one or more jurisdictions. These assessments or settlements could result in changes to our contingencies related to positions on tax filings in future years and may increase the amount of tax expense we recognize as well as the potential for penalties and interest being incurred. Our estimate of any ultimate tax liability contains assumptions based on our experience, judgments about potential actions by taxing jurisdictions as well as judgments about the likely outcome of issues that have been raised by the taxing jurisdiction. Though we believe the estimates and assumptions used to support the evaluation of our tax positions are reasonable, the actual amount of any change could vary significantly depending on the ultimate timing and nature of its resolution. We cannot currently provide an estimate of the range of possible outcomes.

As discussed in Note 1. G to the consolidated financial statements, earnings of our foreign subsidiaries are not considered to be indefinitely reinvested outside of the United States. U.S. corporate income tax laws and regulations include a territorial tax framework and provisions for Global Intangible Low-Taxed Income (GILTI) under which taxes on foreign income are imposed on the excess of a deemed return on tangible assets of certain foreign subsidiaries, Base Erosion and Anti-Abuse Tax (BEAT) under which taxes are imposed on certain base eroding payments to affiliated foreign companies as well as U.S. income tax deductions for Foreign-derived intangible income (FDII). Our effective tax rate is significantly impacted by the mix of pretax earnings that we generate in the U.S. as compared to countries in the rest of the world, and the tax rates in effect in those locations relative to the pre-tax earnings generated in those countries and jurisdictions. We believe it is reasonably possible that many countries and jurisdictions will increase their tax rates or otherwise implement tax reforms that would be expected to increase the total tax expense that we will incur in those locations. Our effective tax rate will continue to be impacted by any discrete items for events occurring in a future period or future changes in tax regulations and related interpretations.

34.

Results of Operations

This section of this Form 10-K generally discusses year-to-year comparisons between the results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

The following table shows the revenues, directly related cost of transportation and other expenses for our principal services and our overhead expenses for 2025, 2024 and 2023. The table, chart and the accompanying discussion and analysis should be read in conjunction with the consolidated financial statements and related notes thereto in Part II, Item 8 of this report.

Percentage

change

In thousands

2025

2024

2023

2025 vs.

2024

Airfreight services:

Revenues

3,982,882

3,669,673

3,246,527

Expenses

2,979,993

2,731,552

2,347,293

Ocean freight and ocean services:

Revenues

2,814,960

3,148,514

2,363,243

(11)%

Expenses

2,029,847

2,356,952

1,634,947

(14)%

Customs brokerage and other services:

Revenues

4,271,167

3,782,328

3,690,340

13%

Expenses

2,392,241

2,098,214

2,071,760

14%

Overhead expenses:

Salaries and related costs

1,915,932

1,762,654

1,700,516

Other

698,450

609,820

605,661

15%

Total overhead expenses

2,614,382

2,372,474

2,306,177

10%

Operating income

1,052,546

1,041,323

939,933

Other income, net

41,517

53,477

75,095

(22)%

Earnings before income taxes

1,094,063

1,094,800

1,015,028

—

Income tax expense

282,015

283,167

263,249

—

Net earnings

812,048

811,633

751,779

—

Less net earnings (losses) attributable to the noncontrolling interest

1,716

1,560

(1,104

)

10%

Net earnings attributable to shareholders

810,332

810,073

752,883

—

Results of Operations

Percentage

change

In thousands

2025

2024

2023

2025 vs.

2024

Airfreight services:

Revenues

3,982,882

3,669,673

3,246,527

Expenses

2,979,993

2,731,552

2,347,293

Ocean freight and ocean services:

Revenues

2,814,960

3,148,514

2,363,243

(11)%

Expenses

2,029,847

2,356,952

1,634,947

(14)%

Customs brokerage and other services:

Revenues

4,271,167

3,782,328

3,690,340

13%

Expenses

2,392,241

2,098,214

2,071,760

14%

Overhead expenses:

Salaries and related costs

1,915,932

1,762,654

1,700,516

Other

698,450

609,820

605,661

15%

Total overhead expenses

2,614,382

2,372,474

2,306,177

10%

Operating income

1,052,546

1,041,323

939,933

Other income, net

41,517

53,477

75,095

(22)%

Earnings before income taxes

1,094,063

1,094,800

1,015,028

—

Income tax expense

282,015

283,167

263,249

—

Net earnings

812,048

811,633

751,779

—

Less net earnings (losses) attributable to the noncontrolling interest

1,716

1,560

(1,104

)

10%

Net earnings attributable to shareholders

810,332

810,073

752,883

—

35.

Airfreight services:

Airfreight services revenues and expenses both increased 9% in 2025, as compared with 2024, due to a 6% increase in tonnage and 2% and 3% increases in average sell and buy rates, respectively. Tonnage increased in all regions, with the largest increases coming from exports out of South Asia and North Asia due to strong demand in the first half of 2025 in anticipation of higher tariffs going into effect and demand from technology customers in the second half of the year. Average sell rates increased most significantly in South Asia and Europe due to shifts in demand and limited capacity in those regions during part of the year, driven by tariff-related trade impacts.

South Asia revenues and expenses increased 20% and 21%, respectively, in 2025 as compared with 2024 due to a 15% increase in tonnage and higher average sell and buy rates. Demand in South Asia remained strong as a result of manufacturing relocations in that region. North Asia revenues and expenses increased 11% and 12%, respectively, in 2025 as compared with 2024 due to a 10% increase in tonnage and higher average sell and buy rates driven by high demand from international direct e-commerce in the first quarter and increased market demand, in part from technology customers investing in artificial intelligence infrastructure. While the elimination of low-value de minimis exemption on shipments from China to the U.S. resulted in a decrease in demand for airfreight in the second half of 2025, the expected downward pressure on average buy rates was largely mitigated by carriers redistributing capacity to other lanes and high demand from the technology sector.

Airfreight services:

36.

Seasonal changes in demand, impact from disruptions in the ocean market due to security concerns and variable demand for airfreight capacity from direct e-commerce business cause volatility in average buy rates on certain routes. Additionally, geopolitical concerns, inter-governmental trade disputes, new tariffs on imports into the U.S. and retaliatory actions from other countries create uncertainty in the economy and the trade environment. As shippers and carriers react to these volatile conditions, it may negatively affect demand for airfreight services which could significantly reduce our volumes and average sell and buy rates in the future. 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 decreases in our revenues, expenses and operating income.

Ocean freight and ocean services:

Ocean freight consolidation, direct ocean forwarding, and order management are the three basic services that constitute and are collectively referred to as ocean freight and ocean services. Ocean freight and ocean services revenues and expenses decreased 11% and 14%, respectively, in 2025, as compared with 2024. The largest component of our ocean freight and ocean services revenue is derived from ocean freight consolidation, which represented 66% and 71% of ocean freight and ocean services revenue in 2025 and 2024, respectively.

In 2025 ocean freight consolidation revenues and expenses decreased by 17% and 19% respectively, as compared with 2024, primarily due to 18% and 20% decreases in average sell and buy rates, respectively, offset by a 1% increase in containers shipped. Average sell and buy rates dropped by 37% and 39%, respectively, in the second half of 2025 as compared to the same period in the prior year. Average sell and buy rates dropped by 41% and 42% in the fourth quarter as compared to the same period in 2024. The declines in average buy rates and sell rates in the second half of the year are due to a softening demand primarily on exports out of North Asia and an increase in available carrier capacity. Rate declines could continue in 2026 if demand softens and additional vessels are brought into service and passage through the Red Sea resumes.

Containers shipped grew modestly in 2025, up 1% for the full period. Shippers accelerated shipments in the first half of the year in anticipation of tariff changes, but volumes softened from August onward. Declines in North Asia to the United States shipments were mitigated by increases on other routes.

North Asia ocean freight and ocean services revenues and expenses decreased 23% and 26%, respectively, in 2025, compared to 2024 primarily due to 21% and 23% decreases in average sell and buy rates, respectively, and 6% decrease in containers shipped. This was mainly due to customers relocating sourcing out of China to other regions and softening of the retail sector.

Order management revenues and expenses increased 5% and 4%, respectively, in 2025, due to higher volumes from new and existing customers. Direct ocean freight forwarding revenues and expenses increased 4% and 5%, respectively, due to higher forwarding volumes and increased ancillary services, mostly in the United States and South Asia.

The global economic conditions and trade environment are increasingly uncertain and dynamic with increases in trade tariffs and inter-governmental disputes. As shippers and carriers reacted to these volatile conditions, it negatively affected demand, which reduced our volumes and average sell and buy rates. Further, carriers have added new vessels which increased capacity and substantially decreased average sell and buy rates. 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 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 further 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 and expenses increased 13% and 14%, respectively, in 2025 as compared with 2024, primarily due to double-digit growth rates in customs clearances, import services, road freight and warehousing and distribution from higher shipment volumes, principally from shipments into North America and Europe.

North America and Europe revenues increased 14% and 13%, respectively, and expenses increased 14% and 15%, respectively, in 2025 as compared with 2024, primarily as a result of higher shipment volumes.

Ocean freight and ocean services:

Customs brokerage and other services:

37.

Import services, including charges at ports such as detention, drayage, terminal charges and delivery increased significantly in 2025 because of higher volumes. Road freight and warehousing and distribution services benefited from high demand from our technology customers.

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% in 2025, as compared with 2024, principally due to an 8% increase in headcount and increases in base salaries and benefits along with increases in incentive compensation commensurate with higher revenues and operating income. We hired employees in operations to support the added complexity and higher demand for customs brokerage services, primarily in North America, and support the growth in volumes transacted in certain services and regions such as South Asia and Europe. We also continued to hire IT personnel to support essential investments which further strengthens our critical information systems.

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. Bonuses to field and executive management in 2025 increased 5% when compared to 2024 primarily due to growth in operating income at individual business units.

Generally no management bonuses can be paid unless the relevant business unit is, from inception, cumulatively 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 operating income and net earnings are a result of the incentives inherent in our compensation programs.

Other overhead expenses increased 15% in 2025, as compared with 2024. The increase in 2025 is primarily due to higher rental and occupancy expenses, technology related expenses as well as consulting, and travel, and indirect taxes.

We expect to continue to enhance security and internal controls over our technology and systems and plan to deploy additional solutions which will result in increased expenses in the future. We will also continue to make important investments in people, processes and technology, as well as to invest in our strategic efforts to drive organic growth.

Other income, net:

The decrease in other income and expense is primarily the result of lower interest income due to a decline in interest rates.

Overhead expenses:

Other income, net:

The decrease in other income and expense is primarily the result of lower interest income due to a decline in interest rates.

38.

Income tax expense:

Our consolidated effective income tax rate was 25.8% and 25.9% in 2025 and 2024. In 2025 and 2024, we benefited from U.S. Federal tax credits totaling $31.0 million and $32.5 million, respectively principally because of withholding taxes related to our foreign operations, as well as U.S. income tax benefits for FDII of $21.1 million and $21.6 million, respectively. These amounts 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%. We have not incurred any significant expenses for any period presented for either the 15% corporate alternative minimum tax (CAMT) nor for the global minimum tax regime (also known as Pillar Two).

On July 4, 2025, the United States enacted into law the 2025 Tax Act. The 2025 Tax Act provides for several corporate tax changes including, but not limited to, restoring an election to recognize full expensing of domestic research and development costs, restoring immediate deductibility of certain capital expenditures, and changes to the computations of U.S. taxation on international earnings.

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 years ended December 31, 2025 and 2024. Net foreign currency transactional losses were approximately $28 million in 2025, and net foreign currency transactional gains were approximately $12 million in 2024. The net impact of foreign exchange rate fluctuation on the translation of our foreign operations, as included in other comprehensive income, was an income of $49 million in 2025 and a loss of $41 million in 2024, net of taxes.

Historically, our business has not been adversely affected by inflation. Beginning in 2021 and continuing through 2025, many countries including the United States experienced increasing 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 future regulatory requirements and volatility in oil prices will continue to impact future buy rates. Because fuel is an integral part of carriers' costs and impacts both our buy rates and sell rates, we would 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.

Income tax expense:

Currency and Other Risk Factors

39.

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 year ended December 31, 2025 was $1.0 billion, as compared with $723 million for 2024. This $284 million increase is primarily due to collection of accounts receivable when compared to 2024. At December 31, 2025, working capital was $1,683 million, including cash and cash equivalents of $1,314 million. Other than our recorded lease liabilities, we had no long-term obligations or debt at December 31, 2025. 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 trend will occur in the future.

Cash used in investing activities for the year ended December 31, 2025 was $45 million, as compared with $41 million in 2024. Capital expenditures were $53 million in 2025 compared to $40 million in 2024. Capital expenditures in 2025 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 $100 million. This includes investments in technology infrastructure, leasehold and building improvements and routine capital expenditures.

Cash used in financing activities during the year ended December 31, 2025 was $802 million as compared with $1,025 million in 2024. 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 5 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 2025 and 2024, we used cash to repurchase 5.6 million shares of common stock at an average price of $118.01 per share and 7.1 million shares of common stock at an average price of $119.47 per share, respectively. In addition, during 2025 and 2024, we paid cash dividends of $1.54 and $1.46 per share, respectively.

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.

Liquidity and Capital Resources

40.

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 December 31, 2025, borrowings under these credit lines were $30 million and we were contingently liable for $81 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.

We have lease arrangements primarily for office and warehouse space in all districts where we conduct business. As of December 31, 2025, we had fixed lease payment obligations of $733 million, with $139 million payable within 12 months.

We typically enter into unconditional purchase obligations with asset-based providers (generally short-term in nature) reserving space on a guaranteed basis. The pricing of these obligations varies to some degree with market conditions. We only enter into agreements that management believes we can fulfill. In the regular course of business, we also enter into agreements with service providers to maintain or operate equipment, facilities or software that can be longer than one year. We also regularly have contractual obligations for specific projects related to improvements of our owned or leased facilities and information technology infrastructure. Purchase obligations outstanding as of December 31, 2025 totaled $192 million.

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 December 31, 2025, cash and cash equivalent balances of $515 million were held by our non-United States subsidiaries, of which $5 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.

As of December 31, 2025, we did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(2) of SEC Regulation S-K.

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.

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 year ended December 31, 2025, would have had the effect of raising operating income by approximately $60 million. An average 10% strengthening of the U.S. dollar, for the same period, would have the effect of reducing operating income by approximately $49 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.

As of December 31, 2025, we did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(2) of SEC Regulation S-K.

Foreign Exchange Risk

41.

Historically, derivative financial instruments have not been used to manage foreign currency risk. Net foreign currency transactional losses were approximately $28 million in 2025 and net foreign currency transactional gains were $12 million in 2024. The net impact of foreign exchange rate fluctuation on the translation of our foreign operations, as included in other comprehensive income, was an income of $49 million in 2025 and a loss of $41 million in 2024, net of taxes. 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 December 31, 2025, we had approximately $185 million of net unsettled intercompany transactions. The majority of intercompany billings are resolved within 30 days.

Interest Rate Risk

At December 31, 2025, we had cash and cash equivalents of $1,314 million, of which $763 million was invested at various short-term market interest rates. We had no long-term debt at December 31, 2025. A hypothetical change in the interest rate of 10 basis points at December 31, 2025 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 between 2025 and 2024.

Interest Rate Risk

In management’s opinion, there has been no material change in our interest rate risk exposure between 2025 and 2024.

42.

The following documents are filed on the pages listed below, as part of Part II, Item 8 of this report.

Document

Page

Financial Statements and Reports of Independent Registered Public Accounting Firm:

Reports of Independent Registered Public Accounting Firm

F-1 through F-4

Consolidated Financial Statements:

Balance Sheets as of December 31, 2025 and 2024

Statements of Earnings for the Years Ended December 31, 2025, 2024 and 2023

Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023

Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

F-10 through F-26

The following documents are filed on the pages listed below, as part of Part II, Item 8 of this report.

Document

Page

Financial Statements and Reports of Independent Registered Public Accounting Firm:

Reports of Independent Registered Public Accounting Firm

F-1 through F-4

Consolidated Financial Statements:

Balance Sheets as of December 31, 2025 and 2024

Statements of Earnings for the Years Ended December 31, 2025, 2024 and 2023

Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023

Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

F-10 through F-26

43.

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025.

Based upon this evaluation, and as a result of actions taken to remediate the previously reported material weaknesses, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Accordingly, management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S. GAAP.

Management Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002 and as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our system of internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and our Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including the Chief Executive Officer and Chief Financial Officer, under the oversight of our Board of Directors, assessed the effectiveness of the Company's internal control over financial reporting, as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Based on this assessment, management has concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

Remediation of Previously Reported Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, we identified material weaknesses in our internal controls over financial reporting in the areas of logical access and change management to certain IT systems.

These control deficiencies related to personnel without specific training and experience to fulfill internal control responsibilities related to information technology general controls over systems and processes resulting in an ineffective design of controls necessary to ensure the reliability of information used in financial reporting.

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Evaluation of Disclosure Controls and Procedures

Management Report on Internal Control Over Financial Reporting

Remediation of Previously Reported Material Weaknesses

44.

In light of the previously reported material weaknesses, management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. GAAP. The control deficiencies did not result in any identified misstatements to the consolidated financial statements, and there were no changes to previously released financial results.

With respect to the previously reported material weaknesses, management with the oversight of the Audit Committee of the Board of Directors, completed the remediation plan described in our prior filings. Key actions include:

Engaged PwC US Consulting, LLP to assist management with our entity-wide risk assessment, assessment of control design, and remediation process;

Maintained a continuous process of ongoing entity wide risk assessments to identify relevant process risk points, IT systems and the information used in the operation of controls;

Hired additional qualified personnel to support the remediation process and the design and implementation of IT controls;

Implemented additional third-party industry-standard software solutions that aid in tracking changes to databases and related applications and improve controls over system access and monitoring;

Implemented systems, procedures, and controls designed to strengthen IT change management and logical access processes; and

Conducted ongoing training of personnel to fulfill internal control responsibilities relative to information technology.

Changes in Internal Controls

Except for remediation of the material weaknesses noted above, there were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

An internal control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all of our control issues and instances of fraud, if any, have been detected.

Engaged PwC US Consulting, LLP to assist management with our entity-wide risk assessment, assessment of control design, and remediation process;

Maintained a continuous process of ongoing entity wide risk assessments to identify relevant process risk points, IT systems and the information used in the operation of controls;

Hired additional qualified personnel to support the remediation process and the design and implementation of IT controls;

Implemented additional third-party industry-standard software solutions that aid in tracking changes to databases and related applications and improve controls over system access and monitoring;

Implemented systems, procedures, and controls designed to strengthen IT change management and logical access processes; and

Conducted ongoing training of personnel to fulfill internal control responsibilities relative to information technology.

Changes in Internal Controls

45.

During the quarter ended December 31, 2025, none of our directors or Section 16 officers adopted, or terminated any Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangement, as defined in Item 408(a) of Regulation S‑K.

Not applicable.

The information required by this item is set forth below or incorporated by reference to information under the caption “Proposal No. 1: Election of Directors” and to the information under the caption “Board Operations" in Expeditors' definitive Proxy Statement for its annual meeting of shareholders to be held on May 5, 2026. See also Part I - Item 1 – Information about our Executive Officers.

Audit Committee and Audit Committee Financial Expert

Expeditors' Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Brandon S. Pedersen, James M. Dubois, and Olivia D. Polius. Expeditors' Board has determined that Brandon S. Pedersen, Chair of the Audit Committee, and Olivia D. Polius, are the audit committee financial experts as defined by Item 407(d)(5) of Regulation S-K under the Exchange Act and that each member of the Audit Committee is independent under the NYSE independence standards applicable to audit committee members.

Code of Ethics and Governance Guidelines

Expeditors has adopted a Code of Business Conduct that applies to all Expeditors employees including, of course, its principal executive officer and principal financial and accounting officer. The Code of Business Conduct is posted with the governance documents on Expeditors' website at https://investor.expeditors.com. Expeditors will post any amendments to the Code of Business Conduct at that location. In the unlikely event that the Board of Directors approves any sort of waiver to the Code of Business Conduct for Expeditors' executive officers or directors, information concerning such waiver will also be posted at that location. No such waivers have been granted.

The information required by this item is incorporated by reference to information under the captions “Director Compensation Program” and “Compensation Discussion and Analysis” in Expeditors' definitive Proxy Statement for its annual meeting of shareholders to be held on May 5, 2026.

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to information under the captions “Shareholder Engagement & Stock Ownership Information” in Expeditors' definitive Proxy Statement for its annual meeting of shareholders to be held on May 5, 2026.

adopted terminated

Not applicable.

Audit Committee and Audit Committee Financial Expert

Code of Ethics and Governance Guidelines

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

46.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2025, regarding compensation plans under which equity securities of Expeditors are authorized for issuance.

(a)

(b)

(c)

Plan Category

Number of

Securities

to be Issued

Upon Exercise

of Outstanding

Options,

Warrants

and Rights (1)

Weighted-

Average

Exercise Price of

Outstanding

Options,

Warrants and

Rights (2)

Number of

Securities

Available for

Future Issuance

Under Equity

Compensation

Plans (Excluding

Securities

Reflected in

Column (a)) (3)

Equity Compensation Plans Approved by Security Holders

1,120,821

47.35

4,099,757

Equity Compensation Plans Not Approved by Security Holders

—

Total

1,120,821

47.35

4,099,757

(1)

Represents shares issuable upon exercise of outstanding stock options, vesting of outstanding restricted stock units and performance stock units that will vest if target levels are achieved under the Omnibus Incentive Plan.

(2)

The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units and performance stock units, which have no exercise price.

(3)

Includes 3,421,226 available for issuance under the employee stock purchase plan and 678,531 available for future grants of equity awards under the Amended and Restated 2017 Omnibus Incentive Plan.

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to information under the captions “Certain Relationships and Related Transactions” in Expeditors' definitive Proxy Statement for its annual meeting of shareholders to be held on May 5, 2026.

The information required by this item is incorporated by reference to information under the caption “Relationship with Independent Registered Public Accounting Firm” in Expeditors' definitive Proxy Statement for its annual meeting of shareholders to be held on May 5, 2026.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2025, regarding compensation plans under which equity securities of Expeditors are authorized for issuance.

(a)

(b)

(c)

Plan Category

Number of

Securities

to be Issued

Upon Exercise

of Outstanding

Options,

Warrants

and Rights (1)

Weighted-

Average

Exercise Price of

Outstanding

Options,

Warrants and

Rights (2)

Number of

Securities

Available for

Future Issuance

Under Equity

Compensation

Plans (Excluding

Securities

Reflected in

Column (a)) (3)

Equity Compensation Plans Approved by Security Holders

1,120,821

47.35

4,099,757

Equity Compensation Plans Not Approved by Security Holders

—

Total

1,120,821

47.35

4,099,757

(1)

(2)

The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units and performance stock units, which have no exercise price.

(3)

Includes 3,421,226 available for issuance under the employee stock purchase plan and 678,531 available for future grants of equity awards under the Amended and Restated 2017 Omnibus Incentive Plan.

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

47.

Page

(a)

Reports of Independent Registered Public Accounting Firm

F-1 through F-4

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Earnings for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

F-10 through F-26

Schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the consolidated financial statements or notes thereto.

The following list is a subset of the list of exhibits described below and contains all compensatory plans, contracts or arrangements in which any director or executive officer of Expeditors is a participant, unless the method of allocation of benefits thereunder is the same for management and non-management participants:

(1)

Form of Employment Agreement executed by Daniel R. Wall, Expeditors' President and Chief Executive Officer. See Exhibit 10.24.

(2)

Form of Employment Agreement executed by Jeffrey S. Musser, Expeditors' former President and Chief Executive Officer. See Exhibit 10.23.

(3)

Form of Employment Agreement executed by Dave A. Hackett, Expeditors' Chief Financial Officer. See Exhibit 10.28.

(4)

Form of Employment Agreement executed by Bradley S. Powell, Expeditors' former Chief Financial Officer. See Exhibit 10.25.

(5)

Form of Employment Agreement (Blake R. Bell). See Exhibit 10.26.

(6)

Form of Employment Agreement (Kelly K. Blacker). See Exhibit 10.27.

(7)

Form of Employment Agreement (Roberto A. Martinez). See Exhibit 10.29.

(8)

Expeditors' 2008 Executive Incentive Compensation Plan. See Exhibit 10.35.

(9)

Expeditors' 2002 Amended and Restated Employee Stock Purchase Plan. See Exhibit 10.42.

(10)

Expeditors' 2015 Stock Option Plan. See Exhibit 10.65.

(11)

Form of Stock Option Agreement used in connection with options granted under Expeditors' 2015 Stock Option Plan. See Exhibit 10.66.

(12)

Expeditors' 2016 Stock Option Plan. See Exhibit 10.67.

(13)

Form of Stock Option Agreement used in connection with options granted under Expeditors' 2016 Stock Option Plan. See Exhibit 10.68.

(14)

Expeditors' Amended and Restated 2017 Omnibus Incentive Plan. See Exhibit 10.69

(15)

Form of Executive Restricted Stock Unit Award Agreement used in connection with executive restricted stock units granted under Expeditors' Amended and Restated 2017 Omnibus Incentive Stock Plan. See Exhibit 10.70

(16)

Form of Performance Share Award Agreement used in connection with performance share units granted under Expeditors' Amended and Restated 2017 Omnibus Incentive Stock Plan. See Exhibit 10.72

(17)

Incentive Compensation Recovery Policy. See Exhibit 97

Page

(a)

Reports of Independent Registered Public Accounting Firm

F-1 through F-4

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Earnings for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

F-10 through F-26

Schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the consolidated financial statements or notes thereto.

(1)

Form of Employment Agreement executed by Daniel R. Wall, Expeditors' President and Chief Executive Officer. See Exhibit 10.24.

(2)

Form of Employment Agreement executed by Jeffrey S. Musser, Expeditors' former President and Chief Executive Officer. See Exhibit 10.23.

(3)

Form of Employment Agreement executed by Dave A. Hackett, Expeditors' Chief Financial Officer. See Exhibit 10.28.

(4)

Form of Employment Agreement executed by Bradley S. Powell, Expeditors' former Chief Financial Officer. See Exhibit 10.25.

(5)

Form of Employment Agreement (Blake R. Bell). See Exhibit 10.26.

(6)

Form of Employment Agreement (Kelly K. Blacker). See Exhibit 10.27.

(7)

Form of Employment Agreement (Roberto A. Martinez). See Exhibit 10.29.

(8)

Expeditors' 2008 Executive Incentive Compensation Plan. See Exhibit 10.35.

(9)

Expeditors' 2002 Amended and Restated Employee Stock Purchase Plan. See Exhibit 10.42.

(10)

Expeditors' 2015 Stock Option Plan. See Exhibit 10.65.

(11)

Form of Stock Option Agreement used in connection with options granted under Expeditors' 2015 Stock Option Plan. See Exhibit 10.66.

(12)

Expeditors' 2016 Stock Option Plan. See Exhibit 10.67.

(13)

Form of Stock Option Agreement used in connection with options granted under Expeditors' 2016 Stock Option Plan. See Exhibit 10.68.

(14)

Expeditors' Amended and Restated 2017 Omnibus Incentive Plan. See Exhibit 10.69

(15)

(16)

Form of Performance Share Award Agreement used in connection with performance share units granted under Expeditors' Amended and Restated 2017 Omnibus Incentive Stock Plan. See Exhibit 10.72

(17)

Incentive Compensation Recovery Policy. See Exhibit 97

48.

(b)

Exhibit

Number

Exhibit

3.1

Expeditors' Restated Articles of Incorporation and the Articles of Amendment as amended. (Incorporated by reference to Exhibit 3.1 to Form 10-K, filed on or about February 23, 2018.)

3.2

Expeditors' Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to Form 8-K, filed on or about November 9, 2022.)

4.1

Description of Registrant’s Securities. (Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2019, filed on or about February 21, 2020.)

10.23

Form of Employment Agreement executed by Jeffrey S. Musser, Expeditors' President and Chief Executive Officer dated December 31, 2008. (Incorporated by reference to Exhibit 10.23 to Form 10-K, filed on or about February 26, 2015.)

10.24

Form of Employment Agreement executed by Daniel R. Wall, Expeditors' President and Chief Executive Officer dated April 30, 2025. (Incorporated by reference to Exhibit 10.24 to Form 10-Q, filed on or about May 8, 2025.)

10.25

Form of Employment Agreement executed by Bradley S. Powell, Expeditors' Chief Financial Officer, dated May 21, 2025. (Incorporated by reference to Exhibit 10.25 to Form 8-K, filed on or about May 21, 2025.)

10.26

Form of Employment Agreement (Blake R. Bell; Incorporated by reference to Exhibit 10.26 to Form 8-K, filed on or about May 21, 2025.

10.27

Form of Employment Agreement (Kelly K. Blacker; Incorporated by reference to Exhibit 10.27 to Form 8-K, filed on or about May 21, 2025.)

10.28

Form of Employment Agreement executed by David A. Hackett, Expeditors' Chief Financial Officer, dated August 22, 2025. (Incorporated by reference to Exhibit 10.25 to Form 10-Q, filed on or about November 6, 2025.)

10.29

Form of Employment Agreement (Roberto A. Martinez; Incorporated by reference to Exhibit 10.29 to Form 8-K, filed on or about February 19, 2026.)

10.35

Expeditors' 2008 Executive Incentive Compensation Plan. (Incorporated by reference to Appendix C of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 21, 2008.)

10.42

Expeditors' Amended and Restated 2002 Employee Stock Purchase Plan. (Incorporated by reference to Appendix B of Expeditors' definitive proxy statement pursuant to Regulation 14A filed on March 26, 2024.)

10.65

Expeditors' 2015 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about April 9, 2015.)

10.66

Form of Stock Option Agreement used in connection with options granted under Expeditors' 2015 Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about April 9, 2015.)

10.67

Expeditors' 2016 Stock Option Plan. (Incorporated by reference to Appendix A of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 24, 2016.)

(b)

Exhibit

Number

Exhibit

3.1

Expeditors' Restated Articles of Incorporation and the Articles of Amendment as amended. (Incorporated by reference to Exhibit 3.1 to Form 10-K, filed on or about February 23, 2018.)

3.2

Expeditors' Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to Form 8-K, filed on or about November 9, 2022.)

4.1

Description of Registrant’s Securities. (Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2019, filed on or about February 21, 2020.)

10.23

10.24

10.25

10.26

Form of Employment Agreement (Blake R. Bell; Incorporated by reference to Exhibit 10.26 to Form 8-K, filed on or about May 21, 2025.

10.27

Form of Employment Agreement (Kelly K. Blacker; Incorporated by reference to Exhibit 10.27 to Form 8-K, filed on or about May 21, 2025.)

10.28

10.29

Form of Employment Agreement (Roberto A. Martinez; Incorporated by reference to Exhibit 10.29 to Form 8-K, filed on or about February 19, 2026.)

10.35

10.42

10.65

10.66

10.67

49.

10.68

Form of Stock Option Agreement used in connection with options granted under Expeditors' 2016 Stock Option Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 24, 2016.)

10.69

Expeditors' Amended and Restated 2017 Omnibus Incentive Plan. (Incorporated by reference to Appendix B of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March 24, 2020.)

10.70

10.72

Form of Performance Share Award Agreement used in connection with performance share units granted under Expeditors' Amended and Restated 2017 Omnibus Incentive Plan. (Incorporated by reference to Exhibit 10.72 to Form 10-Q filed on or about August 7, 2019.)

19.1

Company Trading Standard (Incorporated by reference to Exhibit 19.1 to Form 10-K filed on or about February 21, 2025.)

21.1

Subsidiaries of the registrant.

23.1

Consent of Independent Registered Public Accounting Firm.

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.

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Recovery Policy (Incorporated by reference to Exhibit 97 to Form 10-K filed on or about February 23, 2024.)

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.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

The cover page from the Company’s Yearly Report on Form 10-K for the year ended December 31, 2025, has been formatted in Inline XBRL.

10.68

10.69

10.70

10.72

19.1

Company Trading Standard (Incorporated by reference to Exhibit 19.1 to Form 10-K filed on or about February 21, 2025.)

21.1

Subsidiaries of the registrant.

23.1

Consent of Independent Registered Public Accounting Firm.

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.

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Recovery Policy (Incorporated by reference to Exhibit 97 to Form 10-K filed on or about February 23, 2024.)

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.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

The cover page from the Company’s Yearly Report on Form 10-K for the year ended December 31, 2025, has been formatted in Inline XBRL.

50.

None.

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: February 25, 2026

By:

/s/ David A. Hackett

David A. Hackett

Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2026.

Signature

Title

/s/ Daniel R. Wall

President, Chief Executive Officer and Director

(Daniel R. Wall)

(Principal Executive Officer)

/s/ David A. Hackett

Senior Vice President and Chief Financial Officer

(David A. Hackett)

(Principal Financial and Accounting Officer)

/s/ Robert P. Carlile

Chairman of the Board and Director

(Robert P. Carlile)

/s/ Glenn M. Alger

Director

(Glenn M. Alger)

/s/ James M. DuBois

Director

(James M. DuBois)

/s/ Mark A. Emmert

Director

(Mark A. Emmert)

/s/ Diane H. Gulyas

Director

(Diane H. Gulyas)

/s/ Brandon S. Pedersen

Director

(Brandon S. Pedersen)

/s/ Liane J. Pelletier

Director

(Liane J. Pelletier)

/s/ Olivia D. Polius February 24, 2026

Director

(Olivia D. Polius)

None.

Date: February 25, 2026

By:

/s/ David A. Hackett

David A. Hackett

Senior Vice President and Chief Financial Officer

Signature

Title

/s/ Daniel R. Wall

President, Chief Executive Officer and Director

(Daniel R. Wall)

(Principal Executive Officer)

/s/ David A. Hackett

Senior Vice President and Chief Financial Officer

(David A. Hackett)

(Principal Financial and Accounting Officer)

/s/ Robert P. Carlile

Chairman of the Board and Director

(Robert P. Carlile)

/s/ Glenn M. Alger

Director

(Glenn M. Alger)

/s/ James M. DuBois

Director

(James M. DuBois)

/s/ Mark A. Emmert

Director

(Mark A. Emmert)

/s/ Diane H. Gulyas

Director

(Diane H. Gulyas)

/s/ Brandon S. Pedersen

Director

(Brandon S. Pedersen)

/s/ Liane J. Pelletier

Director

(Liane J. Pelletier)

/s/ Olivia D. Polius February 24, 2026

Director

(Olivia D. Polius)

51.

52.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Expeditors International of Washington, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Expeditors International of Washington, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of gross unrecognized tax benefits

As discussed in Note 7 to the consolidated financial statements, the Company is under, or may be subject to, audit or examination and assessments by relevant tax authorities in many jurisdictions. The Company estimates additional tax expense, as well as interest and penalties that could arise from certain tax audits.

We identified the assessment of certain gross unrecognized tax benefits as a critical audit matter. Complex auditor judgement was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of tax positions.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Expeditors International of Washington, Inc.:

Opinion on the Consolidated Financial Statements

Basis for Opinion

Critical Audit Matter

Assessment of gross unrecognized tax benefits

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s unrecognized tax benefit process. This included controls related to the interpretation of tax law and its application in the liability estimation process. Since tax law is complex and often subject to interpretations, we involved tax professionals with specialized skills and knowledge, who assisted in:

evaluating the Company’s interpretation of tax laws

assessing transfer pricing positions for compliance with applicable laws and regulations

inspecting settlement documents with applicable taxing authorities and appeals documents with applicable tax courts

assessing the expiration of statutes of limitations

comparing historical gross unrecognized tax benefits to actual results upon conclusion of tax audits or expiration of the statute of limitations

performing an independent assessment of the Company’s tax positions and comparing the results to the Company’s assessment.

In addition, we assessed the responses received directly from the Company’s external legal counsel regarding tax positions for which they had been engaged.

/s/ KPMG LLP

We have served as the Company's auditor since 1982.

Seattle, Washington

February 25, 2026

law and its application in the liability estimation process. Since tax law is complex and often subject to interpretations, we involved tax professionals with specialized skills and knowledge, who assisted in:

evaluating the Company’s interpretation of tax laws

assessing transfer pricing positions for compliance with applicable laws and regulations

inspecting settlement documents with applicable taxing authorities and appeals documents with applicable tax courts

assessing the expiration of statutes of limitations

comparing historical gross unrecognized tax benefits to actual results upon conclusion of tax audits or expiration of the statute of limitations

performing an independent assessment of the Company’s tax positions and comparing the results to the Company’s assessment.

In addition, we assessed the responses received directly from the Company’s external legal counsel regarding tax positions for which they had been engaged.

/s/ KPMG LLP

We have served as the Company's auditor since 1982.

Seattle, Washington

February 25, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Expeditors International of Washington, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Expeditors International of Washington, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Expeditors International of Washington, Inc.:

Opinion on Internal Control Over Financial Reporting

Basis for Opinion

Definition and Limitations of Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Seattle, Washington

February 25, 2026

/s/ KPMG LLP

Seattle, Washington

February 25, 2026

Consolidated Balance Sheets

In thousands, except per share data

December 31,

2025

2024

Assets:

Current Assets:

Cash and cash equivalents

1,314,285

1,148,320

Accounts receivable, net

2,021,889

1,997,840

Deferred contract costs

283,281

349,343

Other

136,167

164,272

Total current assets

3,755,622

3,659,775

Property and equipment, net

462,122

449,404

Operating lease right-of-use assets

550,162

551,652

Goodwill

7,927

Deferred income tax asset, net

101,671

70,671

Other assets, net

16,134

15,029

Total assets

4,893,638

4,754,458