Item 1. Legal Proceedings

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 and tax advisors, none of these matters are expected to have a material effect on our operations, cash flows or financial position. As of March 31, 2026, the 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.

Item 1A. Risk Factors

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

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

ISSUER PURCHASES OF EQUITY SECURITIES

(shares in thousands)

Period Total number Average price Total number
of shares paid per share (2) of shares
purchased (1) purchased as
part of publicly
announced
plans
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
January 1-31, 2026 200 $ 159.38 200 3,697
February 1-28, 2026 400 146.63 400 3,402
March 1-31, 2026 1,420 143.79 1,420 2,024
Total 2,020 $ 145.90 2,020 2,024

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

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

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

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)

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