Expeditors International of Washington (EXPD) 10-K risk factor changes: FY2025 vs FY2024

changes in and application of [removed: international and domestic] customs, trade and security regulations;

Expeditors relies heavily and must compete based upon the flexibility and sophistication of the [removed: technologies] [added: technologies, including AI,] utilized in performing our core businesses.

We are continually improving and enhancing our systems and processes, including meaningful upgrades to core operating and accounting [removed: systems and remediation of internal control deficiencies.][added: systems.]

We face [added: material] risks associated with the handling, transporting, and storing of customer inventory including [added: some products] classified [added: as hazardous materials,] dangerous [removed: goods and] [added: goods, and/or] high value [removed: commodities.][added: products.]

Under some of our agreements, we maintain and transport the inventory of our customers, some of which [removed: may be] [added: is] classified as [added: hazardous materials,] dangerous goods or [added: is] high value in nature.

Our failure to properly handle and safeguard such inventory exposes us to potential [added: material] claims and expenses as well as harm to our business and reputation.

A significant portion of Expeditors' revenues is derived from customers in retail and technology industries whose shipping patterns are tied closely to consumer demand, [added: as well as the scaling of AI infrastructure,] and from customers in industries whose shipping patterns are dependent upon just-in-time production schedules.

Expeditors is subject to income and non-income taxation in the United States (Federal, state and local) as well as many foreign [added: tax] jurisdictions including the People’s Republic of China, including Hong Kong, Taiwan, Vietnam, India, Mexico, Canada, Netherlands and the United Kingdom.

In many of these jurisdictions, the tax laws are very complex and are open to different interpretations and [removed: application.][added: applications.]

[removed: Tax] [added: Governmental] authorities frequently implement new [removed: taxes] [added: tax laws, including the One, Big, Beautiful Bill Act (Public Law 119-21), (the 2025 Tax Act), enacted in July of 2025 in the U.S.,] and change their tax rates and rules, including interpretations of those rules.

Some of these legislative changes could impact our effective tax rate and tax [removed: liabilities.][added: liabilities, but we expect the impact to be insignificant because we pay tax at a rate of over 15% in the great majority of countries in which we do business.]

It is reasonably possible that within the next twelve months we will undergo further audits and examinations by various tax authorities and [removed: possibly] may reach resolution related to income tax examinations covering one or more jurisdictions and years.

We are regularly [removed: under audit] [added: audited] by tax authorities, including transfer pricing inquiries.

The Indian tax authority (ITA) has asserted that additional tax applies principally related to transfer pricing and transactions between and amongst the Company and its Indian subsidiary and [removed: the applicability to] [added: that,] an Indian service tax [removed: applicable] [added: applies] to ocean and air imports and exports.

We believe that ITA’s positions are without merit, and we [removed: are] [added: have thus far been successful in] defending our position [removed: vigorously] in Indian courts.

[removed: If] [added: However, if] these matters are adversely resolved, we would recognize significant additional tax expense including interest and penalties.

Changes in tax laws or statutory tax rates, competing tax regimes, variability in the mix of pretax earnings we generate in the [removed: U.S,] [added: U.S.,] as compared to other countries, or new taxes in the United States or foreign jurisdictions could result in additional tax liabilities, or increased volatility in our effective tax rate and total tax expense.

Such a [removed: disruptions] [added: disruption] could also have the effect of heightening many of the other risks described above.

The current volatile international trade environment as a result of intergovernmental disputes, trade actions, increased tariffs and other geo-political risks may adversely impact our business and operating results.

The United States has undertaken a substantial global tariff rebalancing effort, resulting in higher tariffs on imports, including significantly higher tariffs on goods made in China and sectoral tariffs on a range of materials and products.

These measures led to threatened or actual retaliatory tariffs on goods made in the United States from several countries, including China and Canada.

This created an unpredictable trade environment for shippers to determine if and how to adapt their sourcing patterns given these new and fast-changing regulations.

If these conditions result in a significant, short-term or longer-term, decrease or redistribution of international trade volumes, it could negatively affect our business volumes and revenues.

Expeditors' activity is particularly exposed to trade volume impacts from trade actions and tariff disputes between China and the United States, as we generated 19% and 22% of our revenues and 15% and 17% of our operating income in 2025 and 2024, respectively, on exports from China and Hong Kong.

Uncertainty and changes to trade volumes could also affect air and ocean freight carriers because they may adjust capacity and transportation schedules, which could result in volatility in available capacity, and average sell and buy rates, all of which could adversely impact our operations and financial results.

While some of those volumes are shifting to other routes, as customers look to mitigate their exposure to China-specific tariffs, it is too early to know what the overall decline in volumes might be.

Many of our customers are subject to the increased tariffs and may experience increased costs of conducting business.

This could result in a loss of business, bad debt or increased expenses in the future if our customers were to abandon cargo, enter into bankruptcy or insolvency proceedings, or their ability to pay deteriorates.

Additionally, the increased complexity of trade regulations and customs declaration processes challenges our ability to be in compliance with such ever-changing regulations and may require us to dedicate additional resources to our customs brokerage operations.

Significant disruptions to, or unapproved third‑party access into our networks and systems could materially harm our business and financial results by interrupting critical operations and degrading systems continuity.

Potential disruption vectors include equipment or network failures, co‑location facility outages, power interruptions, sabotage, government interference, employee error, cyber‑attacks or other security breaches, dependencies on third‑party technologies, geopolitical events, and natural disasters, any of which could sever connectivity to our global systems or the internet and impede execution of core processes.

In such circumstances, we may be compelled to shut down systems to protect the environment, as we did during a cyber-attack in February 2022, leading to lost revenue; shipment‑processing delays and other business interruptions; significant remediation and incremental security costs; heightened exposure to fraud; legal claims (including potential breach‑of‑contract assertions); reporting delays or errors, including interference with regulators.

We cannot accurately forecast many of these factors, nor can we estimate accurately the relative influence of any particular factor and, as a result, there can be no assurance that historical patterns will continue in future periods.

23.

We are exposed to risks relating to evaluations of internal control over financial reporting and disclosure controls and procedures.

Management is required to assess the effectiveness of internal control over financial reporting and disclosure controls and procedures.

If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, we may be unable to record, process and report financial information accurately or timely, which could result in misstatements in our financial statements, subject us to litigation or regulatory investigations, require significant management attention and resources, and adversely affect investor confidence in our financial reporting and our stock price.

In addition, uncertainties related to the design and operation of controls over operational and financial systems in connection with further development of our IT systems and processes and could further increase these risks.

24.

17.

In February 2022, we were the subject of a targeted cyber-attack.

Upon discovering the incident, we shut down most of our operating systems globally to manage the safety of our overall global systems environment.

This shutdown and any such future events are likely to result in loss of revenue; business disruptions (such as the inability to timely process shipments); and significant remediation costs.

This cyber-attack, or any future cyber-attack could also result in increased vulnerability to attempts of fraud, legal claims and proceedings including potential breach of contract claims, reporting delays or errors; interference with regulatory reporting; an increase in costs to protect our systems and technology; or damage to our reputation.

Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two cannot be determined at this time.

We cannot currently provide an estimate of the range of possible outcomes.

We identified material weaknesses in our internal control over financial reporting related to ineffective information technology general controls which, if not remediated appropriately or timely, could result in loss of investor confidence and adversely impact our stock price.

Internal controls related to the operation of technology systems are critical to maintaining adequate internal control over financial reporting.

As disclosed in Part II, Item 9A, during the fourth quarter of 2022, management identified material weaknesses in internal control related to certain database changes made to information technology (IT) systems that support the Company’s financial reporting processes.

As management continued the remediation process and reviews, we identified additional IT controls that were not designed or operated appropriately that relate to these material weaknesses.

Management concluded that unauthorized access and changes to databases and related applications could have gone undetected as controls to review and authorize access and direct changes that support several key operational and accounting systems excluded certain changes from review or were not captured, and as such were either not designed properly or did not operate effectively as designed.

In addition, the system logic used to record direct changes excluded certain changes from being captured for review.

As a result, management concluded that our internal control over financial reporting was not effective as of December 31, 2022, 2023 and 2024.

We are currently unable to estimate when full remediation of these material weaknesses will be completed.

The material weaknesses will not be considered fully remediated, until the applicable controls operate for a sufficient period of time and management has concluded through additional testing that these controls are operating effectively.

To the extent management is unable to ultimately conclude that the identified issues have been remediated, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.

The following chart shows revenues by geographic areas of responsibility for the years ended December 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022:][added: 2023:]

[removed: ][added: ]

North Asia is our largest export-oriented region and accounted for [removed: 28%] [added: 25%] of revenues, [removed: 33%] [added: 30%] of directly related cost of transportation and other expenses and [removed: 23%] [added: 21%] of operating income for the year ended December 31, [removed: 2024.][added: 2025.]

Summary of [added: 2025 versus] 2024

Cash from operations was [removed: $723 million, down] [added: $1.0 billion, up] from [removed: $1,053] [added: $723] million in [removed: 2023.][added: 2024.]

We returned [removed: $1,059] [added: $875] million to shareholders through common stock repurchases and dividends.

[removed: Periodically, governments] [added: Governments periodically] consider [removed: various] changes to [removed: tariffs] [added: tariffs,] and impose trade restrictions and accords.

The potential for further tariff [removed: increases] [added: changes] and trade restrictions remains high, creating an unpredictable environment for international trade.

[removed: Additionally, changes to] [added: Changes in] import and [removed: export] regulations may [added: further] impact the flow of [removed: trade.][added: trade and the global economy.]

We cannot predict how changes in [removed: tariffs, trade restrictions,] [added: tariffs] and [removed: accords] [added: trade restrictions] will affect our business.

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 [removed: lanes] [added: routes] in which we conduct [removed: business and the future impact that these events may have on international trade, oil prices and security costs.][added: business.]

Our ability to provide services to our customers is highly dependent on good working relationships with a variety of entities, including [removed: airlines;] [added: 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 [removed: activity, reinforcing success by awarding service providers who consistently achieve at the highest levels with additional business.][added: activity.]

However, changes in the financial [removed: stability and] [added: stability;] operating [removed: capabilities] [added: capabilities,] and [added: the] capacity of asset-based [removed: carriers,] [added: carriers;] capacity allotments available from [removed: carriers,] [added: carriers;] governmental regulation or deregulation [removed: efforts,] [added: efforts;] modernization of the regulations governing customs [removed: brokerage,] [added: brokerage;] and/or changes in governmental restrictions, quota restrictions or trade accords could affect our business in unpredictable ways.

The global economic and trade environments remain [removed: uncertain,] [added: 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 [removed: second and the third] [added: first] quarter of [removed: 2024,] [added: 2025,] we saw [removed: capacity constraints] [added: high demand] on exports out of Asia [removed: resulting] [added: and continued to see high demand on exports out of South Asia] in [removed: increases] [added: the second quarter 2025, resulting] in [added: high] average [removed: buy and] sell [removed: rates.][added: and buy rates where demand exceeded carrier capacity.]

[removed: However, if] [added: Additional ocean and air transportation capacity will become available as] demand softens [removed: or] [added: due to uncertainty in economic and trade regulations and] safe passage through the Red Sea [removed: resumes, then additional ocean transportation capacity will become available.][added: resumes.]

We also expect that pricing volatility will continue as carriers adapt to changes in demand, changing fuel prices, [added: 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 [removed: and] purchasing behavior, such as the evolution of international direct e-commerce platforms, could have on our business.

Some customers are relocating [removed: their] manufacturing to other countries to mitigate the impact of higher tariffs on imports, reduce [added: their] supply chain risks, [removed: and] address disruptions caused by pandemics and geopolitical issues.

Our consolidated financial statements and accompanying notes are prepared in accordance with [removed: accounting principles] [added: U.S.] generally accepted [removed: in the United States] [added: accounting principles] (U.S. GAAP).

Preparing our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, [removed: liabilities] [added: liabilities, revenues] and expenses.

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 [removed: 2009] [added: 2005] and thereafter.

The total amount of our income and non-income tax contingencies may increase in [removed: 2025.][added: 2026.]

This section of this Form 10-K generally discusses year-to-year comparisons between the results of operations for the year ended December 31, [removed: 2024] [added: 2025] compared to the year ended December 31, [removed: 2023.][added: 2024.]

For a discussion of the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 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, [removed: 2023.][added: 2024.]

The following table shows the revenues, [removed: the] directly related cost of transportation and other expenses for our principal services and our overhead expenses for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

| In thousands | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] |

| Revenues | | $ | [removed: 3,669,673] [added: 3,982,882] | | | $ | [removed: 3,246,527] [added: 3,669,673] | | | $ | [removed: 5,886,886] [added: 3,246,527] | | | [removed: 13%] [added: 9%] |

| Expenses | | | [removed: 2,731,552] [added: 2,979,993] | | | | [removed: 2,347,293] [added: 2,731,552] | | | | [removed: 4,359,726] [added: 2,347,293] | | | [removed: 16%] [added: 9%] |

| Revenues | | | [removed: 3,148,514] [added: 2,814,960] | | | | [removed: 2,363,243] [added: 3,148,514] | | | | [removed: 6,544,559] [added: 2,363,243] | | | [removed: 33%] [added: (11)%] |

| Expenses | | | [removed: 2,356,952] [added: 2,029,847] | | | | [removed: 1,634,947] [added: 2,356,952] | | | | [removed: 5,188,066] [added: 1,634,947] | | | [removed: 44%] [added: (14)%] |

| Revenues | | | [removed: 3,782,328] [added: 4,271,167] | | | | [removed: 3,690,340] [added: 3,782,328] | | | | [removed: 4,639,839] [added: 3,690,340] | | | [removed: 2%] [added: 13%] |

| Expenses | | | [removed: 2,098,214] [added: 2,392,241] | | | | [removed: 2,071,760] [added: 2,098,214] | | | | [removed: 3,029,105] [added: 2,071,760] | | | [removed: 1%] [added: 14%] |

| Salaries and related costs | | | [removed: 1,762,654] [added: 1,915,932] | | | | [removed: 1,700,516] [added: 1,762,654] | | | | [removed: 2,056,387] [added: 1,700,516] | | | [removed: 4%] [added: 9%] |

| Other | | | [removed: 609,820] [added: 698,450] | | | | [removed: 605,661] [added: 609,820] | | | | [removed: 613,629] [added: 605,661] | | | [removed: 1%] [added: 15%] |

| Total overhead expenses | | | [removed: 2,372,474] [added: 2,614,382] | | | | [removed: 2,306,177] [added: 2,372,474] | | | | [removed: 2,670,016] [added: 2,306,177] | | | [removed: 3%] [added: 10%] |

| Operating income | | | [removed: 1,041,323] [added: 1,052,546] | | | | [removed: 939,933] [added: 1,041,323] | | | | [removed: 1,824,371] [added: 939,933] | | | [removed: 11%] [added: 1%] |

| Other income, net | | | [removed: 53,477] [added: 41,517] | | | | [removed: 75,095] [added: 53,477] | | | | [removed: 11,520] [added: 75,095] | | | [removed: (29)%] [added: (22)%] |

| Earnings before income taxes | | | [removed: 1,094,800] [added: 1,094,063] | | | | [removed: 1,015,028] [added: 1,094,800] | | | | [removed: 1,835,891] [added: 1,015,028] | | | [removed: 8%] [added: —] |

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%.

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.

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.

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.

The future impact that these events may have on international trade, oil prices and security costs is uncertain.

However, softening demand and additional available capacity for ocean freight resulted in declines in ocean sell and buy rates starting in the second quarter.

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.

Demand in South Asia remained strong as a result of manufacturing relocations in that region.

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.

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.

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.

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.

28.

29.

Strong demand for ocean transportation combined with longer transit times and capacity issues caused by the disruptions in the Red Sea resulted in significant increases in overall average buy rates and sell rates.

Demand for airfreight out of Asia was high due in part to direct e-commerce business demand on airfreight capacity and increased demand in the technology sector.

This resulted in growth in volumes and overall increases in buy and sell rates.

Ocean containers shipped increased 7%, airfreight tonnage was up 12% and volumes transacted for customs brokerage and other services grew as well, compared to a slow 2023.

This decrease in cash from operations was driven by a significant investment in working capital to finance our growth in the second half of 2024.

The United States has imposed increased tariffs on China, and is considering imposing increased tariffs on imports from Canada, Mexico, and other countries.

These measures will likely face retaliatory tariffs from these countries.

As governments impose import and export restrictions, shippers may adjust their sourcing patterns and potentially shift manufacturing to other countries over time.

Average sell rates increased in South Asia, North Asia and MAIR as a result of higher buy rates while they decreased in North America and Europe as a result of lower buy rates.

Tonnage increased in all regions as a result of increased market demand driven by the technology sector compared to a soft 2023.

This was driven by elevated demand for airfreight as a result of manufacturing relocations into the region and shippers shifting to airfreight due to the conflicts in the Middle East.

Average sell and buy rates decreased on exports out of North America and Europe due to excess available capacity relative to soft demand.

Additionally, continued uncertainty in the economy, geopolitical concerns, as well as potential inter-governmental trade disputes and tariff changes could negatively affect demand for airfreight services which could reduce our volumes and average sell rates.

We are unable to predict how these uncertainties and any future disruptions will affect our operations or financial results prospectively.

Average buy rates per container increased due to strong demand and longer transit times, congestion and capacity issues caused by the disruptions in the Red Sea.

Importers front loaded shipments creating a peak in demand starting in June 2024 in anticipation of potential US East and Gulf Coast ports disruptions, concerns over tariffs and factoring in longer transit times.

These conditions boosted volumes and caused sharp increases in buy rates in 2024.

We expect the rate declines that started in the fourth quarter of 2024 to continue into at least the first half of 2025 as demand softens and capacity increases as additional vessels are delivered.

Containers shipped were higher in most regions, most significantly on exports out of North Asia and South Asia.

North Asia ocean services revenues and expenses increased 66% and 79%, respectively, due to a 7% increase in containers shipped and higher average rates.

South Asia ocean services revenues and expenses increased 85% and 109%, respectively, due to a 19% increase in containers shipped and higher average rates due to the factors above.

Decreases were primarily due to lower average sell and buy rates and declines in containers shipped partially offset by higher revenues on import shipments.

Direct ocean freight forwarding revenues decreased 2% while expenses remained flat in 2024, principally due to lower volumes and rates for ancillary services.

Global economic conditions and trade policies remain uncertain.

Further, carriers are adding new vessels which will increase capacity.

These conditions could depress sell and buy rates.

We expect that pricing volatility will continue as carriers adapt to fluctuations in fuel prices, new regulations, security risks and manage available capacity.

As customers seek lower pricing and react to governmental trade policies and other regulations, this could result in decreases in our revenues and operating income.

Road freight, warehousing and distribution services also declined in the first quarter of 2024 due to lower volumes and decreased trucking, storage and labor costs.

With the exception of detention and demurrage, these services rebounded in the second half of 2024.

Europe and MAIR revenues increased 5% and 15%, respectively, and expenses increased 2% and 15%, respectively, in 2024 as compared with 2023, primarily as a result of higher shipment volumes.

While customers continue to value our brokerage services due to changing tariffs and increasing complexity in the declaration process, some customers are opting to use back up customs brokerage service providers as a risk reduction strategy.

Base salaries and benefits and headcount both increased 2% in 2024.

So long as the economic environment remains uncertain, we will be focused on aligning operational headcount and our overhead expenses commensurate with our transactional volumes.

In 2025, we expect to increase spending on: cybersecurity; internal controls over our technology and systems; upgrading our IT infrastructure; and deploying new and enhanced solutions.

For example, the impact of discrete items and non-deductible expenses on the effective rate is greater when pre-tax income is lower.

In the future, we may enter into foreign currency hedging transactions where there are regulatory or commercial limitations on our ability to move money freely around the world or the short-term financial outlook in any country is such that hedging is the most time-sensitive way to mitigate short-term exchange losses.

While buy rates for freight transportation capacity started declining in the second half of 2022, purchase prices for labor and other expenditures have continued to increase.

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

Foreign exchange rate [added: 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, [removed: 2024,] [added: 2025,] would have had the effect of raising operating income by approximately [removed: $63] [added: $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 [removed: $52] [added: $49] million.

Net foreign currency [removed: gains] [added: transactional losses] were approximately [removed: $12] [added: $28] million in [removed: 2024] [added: 2025] and net foreign currency [removed: losses] [added: transactional gains] were [removed: $15] [added: $12] million in [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $153] [added: approximately $185] million of net unsettled intercompany transactions.

At December 31, [removed: 2024,] [added: 2025,] we had cash and cash equivalents of [removed: $1,148] [added: $1,314] million, of which [removed: $525] [added: $763] million was invested at various short-term market interest rates.

We had no long-term debt at December 31, [removed: 2024.][added: 2025.]

A hypothetical change in the interest rate of 10 basis points at December 31, [removed: 2024] [added: 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 [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

41.

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.

42.

39.

We receive fees for customer handling and ancillary [removed: services and may also receive a commission from the carrier.][added: services.]

*Customs Brokerage and Import Services:* Expeditors helps customers clear shipments through customs by preparing and filing required documentation, calculating, and providing for payment of duties and other taxes on behalf of [removed: the customer] [added: 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.

The following chart shows our [removed: 2024] [added: 2025] revenues by service type:

[removed: ][added: ]

Expeditors has approximately [removed: 18,000] [added: 20,000] employees and provides a complete range of global logistics services to a diversified group of customers that vary in size, industry and geographic location.

As a result, management's focus is on building and maintaining a global corporate culture and an environment where well-trained employees and managers are prepared to identify [removed: and react to] changes as they [removed: develop and thereby help us] [added: develop, to] adapt and thrive as major trends emerge.

Our chief strategy [removed: officer] [added: officer, along with our senior leadership team,] continues to oversee all strategy within Expeditors, with a deep focus on exploring new avenues for innovation, differentiation and expansion.

Internally developing, maintaining and enhancing technology capabilities is in keeping with Expeditors' long-held belief that it not outsource core functions, with [removed: information systems] [added: global technology] being one of those core functions.

As a non-asset-based logistics services provider, we have considerable flexibility to tailor customer-specific solutions by [removed: product.][added: product and industry.]

By understanding a customer's logistics and supply chain processes, strategies, and objectives, we identify targeted areas of opportunity for improvement, and deploy the right [removed: services and] solutions for that customer.

These [removed: services] [added: solutions] include our core product offerings of transportation, customs clearance, warehousing and distribution, and order management, along with expertise in supply chain analysis and optimization, trade compliance consulting, cargo insurance, cargo security, and solutions for oversized and heavy-lift freight.

Our trained professional employees deliver these services across the globe through our network of district offices using a common technology platform, in conjunction with consistent and efficient operational processes that adhere to the highest standards of compliance [added: and quality,] while focusing on the individual needs of each customer.

Because Expeditors is in the business of optimizing our customers’ [removed: freight logistics and] supply chains, we focus our sales and engagement strategies on professionals in logistics and supply chain management roles inside of customer organizations.

These goods include products from diverse industries, including [removed: electronics, high technology, healthcare, aerospace] [added: technology; cloud & data center services, hyperscalers, semiconductor, personal computers] and [removed: aviation, manufacturing, oil] [added: compute hardware,] and [removed: energy,] [added: industries such as healthcare,] automotive, [added: aviation, aerospace,] retail [removed: consumer goods] and [added: high] fashion.

Airfreight services accounted for approximately [removed: 34%] [added: 36%] and [removed: 35%] [added: 34%] of Expeditors' total revenues in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

When performing airfreight services, we typically act [removed: either] as a freight [removed: consolidator or as an agent for the airline that carries the shipment.][added: consolidator.]

When moving shipments between points where the nature or volume of business does not facilitate consolidation, we receive and forward individual shipments [removed: as the agent of] [added: directly to] the airline that carries the shipment.

We estimate that our average airfreight consolidation weighs approximately [removed: 3,600] [added: 3,700] pounds and that a typical consolidation includes merchandise from several shippers.

Our airfreight revenues less directly related costs of transportation and other expenses for a consolidated shipment [removed: include] [added: capture] the differential between the [added: freight] rate that the airline charges Expeditors and the rate that we, in turn, charge our customers, in addition to fees that we charge our customers for ancillary services.

Expeditors' management believes that owning aircraft would subject us to undue business risks, including large capital outlays, increased fixed operating expenses, exposure to volatile fuel [removed: prices,] [added: prices and] problems of fully utilizing [removed: aircraft and competition with our service providers - the airlines.][added: aircraft.]

Changes in available capacity, periods of high or low demand, or other market disruptions has impacted and could continue to impact our [removed: buy and] sell [added: and buy] rates and challenge our ability to maintain historical unitary profitability.

Ocean freight services accounted for approximately [removed: 30% and] 25% [added: and 30%] of Expeditors' total revenues in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

We operate Expeditors International Ocean, Inc. (EIO), an Ocean Transportation Intermediary, sometimes referred to as a Non-Vessel Operating Common Carrier (NVOCC), which specializes in ocean freight services in most major trade [removed: lanes] [added: routes] in the world.

Revenues from fees charged to customers for ancillary services that EIO may provide include the preparation of shipping and customs documentation, booking arrangements, [added: management of pick-ups,] packing, crating, insurance services, and the preparation of documentation to comply with local export and import laws.

*Direct ocean forwarding*: When the customer contracts directly with the ocean carrier, EIO acts as an agent of the customer and derives its revenues from handling fees paid by the [removed: customer and, in some cases, commissions paid by the carrier.][added: customer.]

[removed: Consequently, when] [added: When] the market goes through seasonal peaks or significant [removed: disruption and demand exceeds supply,] [added: disruption,] the carriers react by [removed: increasing] [added: altering sailings and adjusting] their pricing.

This carrier behavior, [added: and the subsequent changes in available capacity,] along with fluctuations in demand, creates pricing volatility that could impact Expeditors' ability to maintain historical unitary profitability.

Expeditors’ pricing is based on [added: annual and ongoing] contract negotiations [removed: each year] with our global carrier partners.

[removed: With fewer global carriers than in the past, maintaining] [added: Maintaining] close relationships with our carrier partners allows us to meet our customers’ space [removed: requirements] [added: needs] throughout the year, including during peak periods.

Customs brokerage and other services accounted for approximately [removed: 36%] [added: 39%] and [removed: 40%] [added: 36%] of Expeditors' total revenues in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

We provide customs brokerage services [added: either] in conjunction with transportation services or independently.

Human Capital [added: Management]

From the inception of our company, management has inherently understood that the elements required for a successful global service organization can only be assured through recruiting, [removed: training] [added: developing] and ultimately retaining knowledgeable and experienced personnel.

To protect our employees, we are committed to maintaining secure business operations globally by following our well-established security standards, maintained and deployed by our Health and Safety team, as well as [removed: applicable] health and safety laws and [removed: regulation.][added: regulations that may apply to a particular jurisdiction.]

As a knowledge-based organization we focus on employees’ professional development through regular performance reviews and training, including mandatory trainings related to compliance; ethics, health and security; specific certifications where required to perform certain duties; supervising skills and development of succession plans of key [removed: employees.][added: employees and leaders.]

We reinforce these values [removed: with] [added: through] a [added: unique] compensation system that rewards employees for profitably managing [removed: the] things they can [removed: control.][added: control within our business.]

To retain the services of highly qualified, experienced, and motivated employees, we place considerable emphasis on our incentive-based compensation [removed: programs.][added: programs and believe they are a true differentiator.]

We evaluate our ability to engage and retain employees by monitoring turnover rates, percentage of positions filled internally, and by regularly conducting employee [removed: satisfaction] [added: engagement] surveys to identify opportunities where we can [removed: improve.][added: improve and set improvement plans accordingly.]

At December 31, [removed: 2024,] [added: 2025,] Expeditors employed [removed: more than 18,000] [added: approximately 20,000] people, of which approximately [removed: 12,000] [added: 13,000] were employed in international locations.

We [removed: need to] leverage regional and local expertise by staffing our districts principally with local managers and personnel who are from the regions in which they operate and who have extensive experience in logistics, coupled with a deep understanding of their local market.

We also give customers visibility to the orders that they are moving, enabling them to ensure that their products get to the right location at the right time.

We are investing in our technology strategy, which includes intentional and critical consideration of how best to implement a range of technology solutions, including artificial intelligence (AI).

Due to the significant complexity and activities required to accommodate our customs brokerage and compliance needs, we have chosen to focus on these areas.

While we expect to benefit from increased productivity, we also expect to focus on areas to increase value to our customers, making our operations more effective from an operational performance standpoint.

We are also focused on accelerating our development and testing processes for solution delivery.

We are in the early days in the deployment of AI and we continue to work to see where it can be applied most beneficially.

We are dedicated to teaching our employees how to best utilize AI technologies, with groups creating their own agents and using tools in various areas of our business to gain efficiency and improve effectiveness.

However, because our customer service, expertise, and knowledge of our customers and their specific needs are critical to our success, we do not anticipate altering customer-facing functions with AI solutions.

While we see tremendous potential from these investments, we expect their deployment to be ongoing as our organization learns and further develops our skills and use of such technologies.

Furthermore, we would be in direct competition with our service providers - the airlines.

Within Transcon, Expeditors offers a wide range of services for both the domestic and intra-continental ground cross-border shipping needs of our customers.

These services include cross-border ground, time-definite, less-than-truckload, and full truckload.

These solutions are supported by our ground network services, a time-definite platform, that provides door-to-door capacity solutions for our customers.

We believe that we must perpetuate a consistent global corporate culture that requires:

Our culture encourages Expeditors leaders to exemplify our core values at all times.

| | | 2025 | | |

| Europe | | | 4,250 | |

| Total | | | 19,800 | |

In addition to these factors, recent tariffs and trade policy changes have contributed to supply chain disruptions, prompting many companies to reconsider their sourcing strategies.

This environment has accelerated trends towards reshoring and nearshoring.

We also invest in compliance, training, and certifications to ensure that we maintain trusted partner status with those government agencies with which we work, particularly those with operational and regulatory responsibilities.

Especially where certain material high value cargo claims are made, Expeditors' limitations of liability may be vigorously challenged by customers and their insurers in a court of law.

| Roberto A. Martinez | | 45 | | President, Global Products |

He was also appointed to the Board of Directors, effective April 1, 2025.

In March 2025, Ms. Blacker was appointed President, Global Geographies, effective April 1, 2025.

David A.

Hackett joined Expeditors in May 2024 as Vice President, Finance.

For nearly 16 years, prior to joining Expeditors, Mr. Hackett served in many roles across finance at NIKE, Inc., with seven of these years as a vice president in the finance and strategy function as part of the NIKE Corporate Leadership Team.

During his time at NIKE, he led external reporting, was Controller of North America and Vice President of Global Treasury and Financial Risk Management.

Prior to NIKE, Mr. Hackett spent nearly nine years in the audit function of a "Big Four" where he was a senior manager and led the audit teams for some of the firm’s largest public clients in the Pacific Northwest.

He also obtained his CPA certification in the state of Oregon in 1998.

On August 6, 2025, Mr. Hackett was appointed Senior Vice President and Chief Financial Officer, effective October 1, 2025.

Roberto A.

Martinez joined Expeditors in 2003 in Customs Brokerage as a Customer Service Representative in Laredo, TX, and became a Management Trainee in Dallas, TX in 2004.

After graduating from the Management Trainee program, Mr. Martinez became the District Manager in McAllen, TX and then was promoted to El Paso, TX Distribution Manager in 2011, and then to El Paso, TX District Manager in 2013.

Mr. Martinez was named Regional Director of Mexico in 2017, was promoted to Regional Vice President, Mexico and Southern Border in 2019, and then promoted to Senior Vice President of The Americas in October 2023.

On April 21, 2025, Mr. Martinez was appointed President, Global Products, effective June 1, 2025.

Gabe O.

Schoonover joined Expeditors in 1995 in the Air Export warehouse in Denver, CO. Over the next 20 years, Mr. Schoonover was promoted to various roles, including Operations Supervisor, Air Export Supervisor, and District Sales Executive.

In 2006, he transitioned to corporate roles, holding managerial positions in Transition & Implementation and Transcon, and was appointed Director of Global Transcon in 2016.

We strongly believe that it is nearly impossible to predict events that, individually or in the aggregate, could have a positive or a negative impact on our future operations.

Multiple carrier acquisitions and alliances have occurred, and certain carriers are entering into onshore services as they pursue scale and additional market share in an effort to improve profitability.

Ocean carriers have improved their management of capacity relative to demand in recent years.

Carriers also face changes in regulatory requirements such as requiring reductions in the sulfur in marine fuel and the EU emissions trading system, which are increasing their operating and capital costs.

Expeditors' Transcon consists of intra-continental ground transportation, including time-definite less-than-truck and full-truck solutions.

We believe that our greatest challenge is now, and always has been, perpetuating a consistent global corporate culture that requires:

There is no limit to how much a key employee can earn for success.

| | | 2024 | | |

| Europe | | | 3,850 | |

| Total | | | 18,400 | |

| Daniel R. Wall | | 56 | | President, Global Geographies and Operations |

Jeffrey S.

Musser joined Expeditors in February 1983 and was promoted to District Manager in October 1989.

Mr. Musser was elected to Regional Vice President in September 1999, Senior Vice President - Chief Information Officer in January 2005 and to Executive Vice President and Chief Information Officer in May 2009.

On February 17, 2025, Mr. Musser notified the Board of Directors of his plans to retire and step down from the Board of Directors, effective March 31, 2025.

On February 17, 2025, the Board of Directors elected Mr. Wall to President and Chief Executive Officer effective April 1, 2025.

Mr. Wall will be appointed to the Board of Directors.

Bradley S.

Powell joined Expeditors as Chief Financial Officer in October 2008 and was elected Senior Vice President and Chief Financial Officer in February 2012.

Prior to joining Expeditors, Mr. Powell served as President and Chief Financial Officer of Eden Bioscience Corporation, a publicly-traded biotechnology company, from December 2006 to September 2008 and as Vice President and Chief Financial Officer from July 1998 to December 2006.

Benjamin G.

Clark joined Expeditors in February 2015 as Senior Vice President and General Counsel, was appointed Corporate Secretary in May 2015 and was appointed to Chief Strategy Officer in January 2020.

From 2002 through 2014, Mr. Clark served as Deputy General Counsel for Celanese Corporation, and in various progressively senior roles within Honeywell International, Inc.

In [removed: 2024,] [added: 2025,] amounts recorded for claims, lawsuits, government investigations and other legal matters are not significant to our operations, cash flows or financial position.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| [removed: Sterling] [added: 3545 Factoria Blvd. SESterling] Plaza 2, 3rd [removed: Floor3545 Factoria Blvd. SE,] [added: Floor,] Bellevue, Washington | | 98006 |

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant, based upon the closing price as of the last business day of the most recently completed second fiscal quarter ended June 30, [removed: 2024,] [added: 2025,] was approximately [removed: $17,435,031,444.][added: $15,362,848,688.]

At February [removed: 18, 2025,] [added: 19, 2026,] the number of shares outstanding of registrant’s Common Stock was [removed: 138,032,017.][added: 133,503,678.]

Portions of the definitive proxy statement for the Registrant’s Annual Meeting of Shareholders to be held on May [removed: 6, 2025] [added: 5, 2026] are incorporated by reference into Part III of this Form 10-K.

| | Item 1A | [Risk Factors](#item_1a_risk_factors) | [removed: 17] [added: 18] |

| | Item 1B | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 23] [added: 25] |

| | Item 1C | [Cybersecurity](#item_1c_cybersecurity) | [removed: 23] [added: 25] |

| | Item 2 | [Properties](#item_2___properties) | [removed: 24] [added: 26] |

| | Item 3 | [Legal Proceedings](#item_3___legal_proceedings) | [removed: 24] [added: 26] |

| | Item 4 | [Mine Safety Disclosures](#item_4___mine_safety_disclosures) | [removed: 24] [added: 26] |

| | Item 5 | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | [removed: 25] [added: 27] |

| | Item 6 | [\[Reserved\]](#item_6_reserved) | [removed: 27] [added: 29] |

| | Item 7 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#item_7___management_s_discussion_and_ana) | [removed: 28] [added: 30] |

| | Item 7A | [Quantitative and Qualitative Disclosures about Market Risk](#item_7a_quantitative_qualitative_disclos) | [removed: 39] [added: 41] |

| | Item 8 | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 40] [added: 43] |

| | Item 9 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 41] [added: 44] |

| | Item 9A | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 41] [added: 44] |

| | Item 9B | [Other Information](#item_9b_or_information) | [removed: 43] [added: 46] |

| | Item 9C | [Disclosures Regarding Foreign Jurisdictions That Prevent Inspections](#item_9c_disclosure_regarding_foreign_jur) | [removed: 43] [added: 46] |

| | Item 10 | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 43] [added: 46] |

| | Item 11 | [Executive Compensation](#item_11_executive_compensation) | [removed: 43] [added: 46] |

| | Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 43] [added: 46] |

| | Item 13 | [Certain Relationships and Related Transactions and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 44] [added: 47] |

| | Item 14 | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees_servic) | [removed: 44] [added: 47] |

| | Item 15 | [Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 45] [added: 48] |

| | Item 16 | [Form 10-K Summary](#form_10k_summary) | [removed: 48] [added: 51] |

| | | [Signatures](#signatures) | [removed: 48] [added: 51] |

[added: This Annual Report on Form 10-K contains information that may constitute “forward-looking statements.”] For additional information about forward-looking statements and for an identification of risk factors and their potential significance, see [removed: “Safe Harbor for] [added: “Cautionary Note Regarding] Forward-Looking [removed: Statements Under Private Securities Litigation Reform Act of 1995; Certain Cautionary] Statements” immediately preceding Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” [removed: and] [added: as well as] Item 1A - "Risk Factors" in this [removed: report.][added: report and those risk factors described from time to time in our future reports filed with the Securities and Exchange Commission.]

The Company undertakes no obligation to update these statements in light of [added: new information,] subsequent [removed: events] [added: events, developments] or [removed: developments.][added: otherwise, except as required by law.]

For the Fiscal Year Ended December 31, 2025

Our Enterprise Cybersecurity Committee defines the strategy, prioritizes, and sets the expectations for execution of the cybersecurity program, leveraging [removed: an] industry-standard cybersecurity [removed: framework,] [added: frameworks, including] the National Institute of Standards and Technology cybersecurity framework (NIST CSF).

Our Cybersecurity and [removed: Information Services (IS)] [added: 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.

Our Board of Directors provides direct oversight of and evaluates our [removed: CSRM] [added: cybersecurity and risk management posture] at least annually.

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.

25.

In February 2022, we determined that our Company was the subject of a targeted cyber-attack which resulted in having to shut down most of our connectivity, operating and accounting systems globally to manage the safety of our entire global systems environment, and we initiated our cybersecurity incident response plan.

We had limited ability to conduct operations for a period of approximately three weeks, including but not limited to arranging for shipments of freight or managing customs and distribution activities for our customers’ shipments.

While we continue to incorporate learnings from the cyber-attack, we do not expect to have a further material adverse impact on the Company’s business from this cyber-attack.

Since the cyber-attack, we have accelerated investments in our CSRM program, strengthened the security of our systems and networks and enhanced continued monitoring of the known information security environment.

We also added a Chief Information Security Officer (CISO) to our IS leadership.

23.

We conduct operations in approximately [removed: 435] [added: 430] locations worldwide, of which approximately [removed: 105] [added: 100] are in the United States and [removed: 18] [added: 17] are owned.

26.

24.

There were [removed: 553] [added: 532] registered holders of record as of February 18, [removed: 2025.][added: 2026.]

| Period | | Total number of shares [removed: purchased] [added: purchased(1)] | | | | Average price paid per [removed: share] [added: 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 | | |

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 [removed: 12/31/2019] [added: 12/31/2020] and tracks it through [removed: 12/31/2024.][added: 12/31/2025.]

[removed: ][added: ]

| June 16, 2025 | | $ | 0.77 | |

| December 15, 2025 | | $ | 0.77 | |

| October 1-31, 2025 | | | — | | | $ | — | | | | — | | | | 4,021 | |

| November 1-30, 2025 | | | 41 | | | $ | 139.38 | | | | 41 | | | | 4,153 | |

| December 1-31, 2025 | | | 280 | | | $ | 150.97 | | | | 280 | | | | 3,884 | |

| Total | | | 321 | | | $ | 149.47 | | | | 321 | | | | 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.

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.

27.

| | | 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 | |

28.

| June 15, 2023 | | $ | 0.69 | |

| December 15, 2023 | | $ | 0.69 | |

| October 1-31, 2024 | | | — | | | $ | — | | | | — | | | | 9,976 | |

| November 1-30, 2024 | | | 1,022 | | | $ | 119.91 | | | | 1,022 | | | | 8,971 | |

| December 1-31, 2024 | | | 978 | | | $ | 120.39 | | | | 978 | | | | 8,003 | |

| Total | | | 2,000 | | | $ | 120.14 | | | | 2,000 | | | | 8,003 | |

This authorization has no expiration date.

25.

| | | 12/19 | | | | 12/20 | | | | 12/21 | | | | 12/22 | | | | 12/23 | | | | 12/24 | | |

| Expeditors International of Washington, Inc. | | $ | 100.00 | | | | 123.45 | | | | 175.94 | | | | 137.78 | | | | 170.68 | | | | 150.42 | |

| Standard and Poor's 500 Index | | | 100.00 | | | | 118.39 | | | | 152.34 | | | | 124.73 | | | | 157.48 | | | | 196.85 | |

| Dow Jones Transportation Average | | $ | 100.00 | | | | 116.52 | | | | 155.22 | | | | 127.86 | | | | 154.05 | | | | 156.33 | |

26.

This Annual Report on Form 10-K for the fiscal year ended [added: 2025] contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E [removed: f] [added: of] the Securities Exchange Act of 1934, as amended.

[removed: Statements] [added: 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.

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 [removed: statements.][added: statements, as well as those risk factors described from time to time in our future reports filed with the Securities and Exchange Commission.]

Furthermore, reference is also made to other sections of this report, including [added: 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.

[removed: Accordingly,] [added: While management believes that these] forward-looking statements [added: are reasonable as and when made, forward-looking statements] cannot be relied upon as a [added: prediction or] guarantee of actual results.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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.

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.

29.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995; CERTAIN CAUTIONARY STATEMENTS

Such forward-looking statements may be included in, but not limited to, press releases, presentations, oral statements made with the approval of an authorized executive officer or in various filings made by Expeditors with the Securities and Exchange Commission.

27.

| | | | [Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | | F-5 |

| | | | [Statements of Earnings for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_earnings)] [added: 2023](#consolidated_statements_earnings)] | | F-6 |

| | | | [Statements of Comprehensive Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_comprehensive_in)] [added: 2023](#consolidated_statements_comprehensive_in)] | | F-7 |

| | | | [Statements of Equity for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_equity)] [added: 2023](#consolidated_statements_equity)] | | F-8 |

| | | | [Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_of_cash_flows)] [added: 2023](#consolidated_statements_of_cash_flows)] | | F-9 |

43.

40.

[removed: We carried out an evaluation, under] [added: Under] the supervision and with the participation of our [removed: management, including the] Chief Executive Officer and Chief Financial Officer, [removed: of] [added: we evaluated] the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the [removed: Exchange Act] Rules 13a-15(e) and 15d-15(e) [added: under the Securities Exchange Act of 1934,] as [added: amended (the “Exchange Act”)) as] of December 31, [removed: 2024.][added: 2025.]

Based upon [removed: that] [added: this] evaluation, [added: and as a result of actions taken to remediate] the [added: previously reported material weaknesses, the] Chief Executive Officer and Chief Financial Officer [added: have] concluded that our disclosure controls and procedures were [removed: not] effective as of December 31, [removed: 2024, due to material weaknesses in internal control over financial reporting described below.][added: 2025.]

In light of the [added: previously reported] material [removed: weaknesses described below,] [added: weaknesses,] management performed additional analysis and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. [removed: generally accepted accounting principles (GAAP).][added: GAAP.]

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. [removed: generally accepted accounting principles.][added: 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. [removed: generally accepted accounting principles,] [added: 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, [removed: evaluated] [added: assessed] the effectiveness of the Company's internal control over financial reporting, as of December 31, [removed: 2024, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: 2025.]

With respect to the [added: previously reported] material [removed: weaknesses identified,] [added: weaknesses,] management with the oversight of the Audit Committee of the Board of Directors, [removed: has taken steps to remediate such material weaknesses, including:][added: completed the remediation plan described in our prior filings.]

[removed: Continuing to conduct our] [added: 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;

[removed: Continuing to hire] [added: Hired] additional qualified personnel to support the remediation process and the design and implementation of IT controls;

[removed: Examining] [added: Implemented] additional third-party [removed: developed] [added: industry-standard] software solutions that aid in tracking changes to databases and related applications and improve controls over system access and monitoring;

[removed: Continuing to implement certain enhancements] [added: Implemented systems, procedures, and controls] designed to strengthen IT change management and logical access processes; and

[removed: Continuing to train] [added: Conducted ongoing training of] personnel to fulfill internal control responsibilities relative to information technology.

Except for [removed: on-going] remediation [removed: related to] [added: 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.

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)*.

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

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.

44.

Key actions include:

45.

Management concluded that unauthorized access and changes to databases and related applications could have gone undetected as controls to review and authorize access and direct changes that support several key operational and accounting systems excluded certain changes from review, or were not captured, and as such were either not designed properly or did not operate effectively as designed.

In addition, the system logic used to record direct changes excluded certain changes from being captured for review.

As a consequence of these control deficiencies, the Company concluded that it did not effectively design, implement and operate process-level controls across its financial reporting processes.

41.

The control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Therefore, we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2024.

Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP’s report appears on page F-3 of this Annual Report on Form 10-K.

Remediation

Certain steps laid out in our 2023 Annual Report on Form 10-K and quarterly reports filed in 2024 were completed, but as we continued our remediation process and review, we identified additional controls that were not designed or operated appropriately that relate to the above-described material weaknesses.

These material weaknesses will not be considered fully remediated, until the applicable controls operate for a sufficient period of time and management has concluded, through additional testing, that these controls are operating effectively.

Primarily due to the complexities and interdependencies of our internally developed legacy and current systems and time needed to evaluate and implement third-party software solutions, we are currently unable to estimate when full remediation of these material weaknesses will be completed.

We will continue to perform supplemental review procedures for direct database changes and perform additional analysis to supplement our existing controls and other procedures to ensure that our consolidated financial statements are prepared in accordance with U.S. GAAP.

The Audit Committee has increased oversight of actions being taken by management to remediate and strengthen information technology controls.

This oversight includes monthly reports and formal comprehensive presentations at all Audit Committee meetings from the Chief Information Officer, Chief Information Security Officer and Chief Technology Officer.

42.

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 [removed: 6, 2025.][added: 5, 2026.]

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 [removed: 6, 2025.][added: 5, 2026.]

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 [removed: 6, 2025.][added: 5, 2026.]

The following table provides information as of December 31, [removed: 2024,] [added: 2025,] regarding compensation plans under which equity securities of Expeditors are authorized for issuance.

| Equity Compensation Plans Approved by Security Holders | | | [removed: 1,571,408] [added: 1,120,821] | | | $ | 47.35 | | | | [removed: 5,247,192] [added: 4,099,757] | |

Includes [removed: 4,004,051] [added: 3,421,226] available for issuance under the employee stock purchase plan and [removed: 1,243,141] [added: 678,531] available for future grants of equity awards under the Amended and Restated 2017 Omnibus Incentive Plan.

46.

| Total | | | 1,120,821 | | | $ | 47.35 | | | | 4,099,757 | |

43.

| Total | | | 1,571,408 | | | $ | 47.35 | | | | 5,247,192 | |

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 [removed: 6, 2025.][added: 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 [removed: 6, 2025.][added: 5, 2026.]

47.

44.

| | | [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | | F-5 |

| | | [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_earnings)] [added: 2023](#consolidated_statements_earnings)] | | F-6 |

| | | [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_comprehensive_in)] [added: 2023](#consolidated_statements_comprehensive_in)] | | F-7 |

| | | [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_equity)] [added: 2023](#consolidated_statements_equity)] | | F-8 |

| | | [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_of_cash_flows)] [added: 2023](#consolidated_statements_of_cash_flows)] | | F-9 |

Musser, Expeditors' [added: former] President and Chief Executive Officer.

Form of Employment Agreement executed by [removed: Expeditors' Chief Financial Officer.][added: Daniel R.]

See Exhibit [removed: 10.63.][added: 10.24.]

See Exhibit [removed: 10.64.][added: 10.28.]

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/746515/000119312509040947/dex1025.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/746515/000095017025076849/expd-ex10_25.htm)] | | Form of Employment Agreement executed by [added: Bradley S. Powell,] Expeditors' Chief Financial [removed: Officer] [added: Officer,] dated [removed: December 31, 2008.] [added: May 21, 2025.] (Incorporated by reference to Exhibit 10.25 to Form [removed: 10-K,] [added: 8-K,] filed on or about [removed: February 27, 2009.)] [added: May 21, 2025.)] |

| [10.27](https://www.sec.gov/Archives/edgar/data/746515/000074651515000034/a20152qex-1027.htm) | | [removed: General] Form of [removed: Executive] Employment Agreement [removed: (Incorporated] [added: (Kelly K. Blacker; Incorporated] by reference to Exhibit 10.27 to Form [removed: 10-Q,] [added: 8-K,] filed on or about [removed: August 6, 2015.)] [added: May 21, 2025.)] |

| [removed: [10.63](https://www.sec.gov/Archives/edgar/data/746515/000074651514000006/a2014def14a.htm)] [added: [10.69](https://www.sec.gov/Archives/edgar/data/746515/000156459020012523/expd-def14a_20200505.htm#APPENDIX_B)] | | Expeditors' [removed: 2014 Stock Option] [added: Amended and Restated 2017 Omnibus Incentive] Plan. (Incorporated by reference to Appendix [removed: A] [added: B] of Expeditors' Notice of Annual Meeting of Shareholders and Proxy Statement pursuant to Regulation 14A filed on or about March [removed: 21, 2014.)] [added: 24, 2020.)] |

| [19.1](https://www.sec.gov/Archives/edgar/data/746515/000095017025024750/expd-ex19_1.htm) | | Company Trading Standard [added: (Incorporated by reference to Exhibit 19.1 to Form 10-K filed on or about February 21, 2025.)] |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/746515/000095017025024750/expd-ex21_1.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/746515/000119312526071569/expd-ex21_1.htm)] | | Subsidiaries of the registrant. |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/746515/000095017025024750/expd-ex23_1.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/746515/000119312526071569/expd-ex23_1.htm)] | | Consent of Independent Registered Public Accounting Firm. |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/746515/000095017025024750/expd-ex31_1.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/746515/000119312526071569/expd-ex31_1.htm)] | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/746515/000095017025024750/expd-ex31_2.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/746515/000119312526071569/expd-ex31_2.htm)] | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/746515/000095017025024750/expd-ex32.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/746515/000119312526071569/expd-ex32.htm)] | | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

| [removed: [97](https://www.sec.gov/ix?doc=/Archives/edgar/data/746515/000095017024019394/expd-20231231.htm)] [added: [97](https://www.sec.gov/Archives/edgar/data/746515/000095017024019394/expd-ex97.htm)] | | Incentive Compensation Recovery Policy (Incorporated by reference to Exhibit 97 to Form 10-K filed on or about February 23, 2024.) |

| 104 | | The cover page from the Company’s Yearly Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] has been formatted in Inline XBRL. |

Wall, Expeditors' President and Chief Executive Officer.

Form of Employment Agreement executed by Dave A.

Hackett, Expeditors' Chief Financial Officer.

Form of Employment Agreement executed by Bradley S.

Powell, Expeditors' former Chief Financial Officer.

Form of Employment Agreement (Blake R.

Bell).

See Exhibit 10.26.

Form of Employment Agreement (Kelly K.

Blacker).

Form of Employment Agreement (Roberto A.

Martinez).

See Exhibit 10.29.

(16)

(17)

48.

| [10.24](https://www.sec.gov/Archives/edgar/data/746515/000095017025066562/expd-ex10_24.htm) | | 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.) |

| [10.26](https://www.sec.gov/Archives/edgar/data/746515/000095017025076849/expd-ex10_26.htm) | | 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. |

| [10.28](https://www.sec.gov/Archives/edgar/data/746515/000119312525268710/expd-ex10_25.htm) | | 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](https://www.sec.gov/Archives/edgar/data/746515/000119312526059724/expd-ex10_29.htm) | | 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.) |

49.

| | | |

| | | |

50.

General Form of Executive Employment Agreement.

Expeditors' 2014 Stock Option Plan.

Form of Stock Option Agreement used in connection with options granted under Expeditors; 2014 Stock Option Plan.

45.

| [10.64](https://www.sec.gov/Archives/edgar/data/746515/000074651514000006/a2014def14a.htm) | | Form of Stock Option Agreement used in connection with options granted under Expeditors' 2014 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 21, 2014.) |

| [10.69](https://www.sec.gov/Archives/edgar/data/746515/000156459020012523/expd-def14a_20200505.htm) | | 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.) |

46.

47.

Date: February [removed: 21, 2025][added: 25, 2026]

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 [removed: 17, 2025.][added: 23, 2026.]

| /s/ [removed: Jeffrey S. Musser] [added: Daniel R. Wall] | | President, Chief Executive Officer and Director |

| [removed: (Jeffrey S. Musser)] [added: (Daniel R. Wall)] | | (Principal Executive Officer) |

| /s/ [removed: Bradley S. Powell] [added: David A. Hackett] | | Senior Vice President and Chief Financial Officer |

| [removed: (Bradley S. Powell)] [added: (David A. Hackett)] | | (Principal Financial and Accounting Officer) |

| /s/ Olivia D. Polius [added: February 24, 2026] | | Director |

YEARS ENDED DECEMBER 31, [added: 2025,] 2024, [removed: 2023,] AND [removed: 2022][added: 2023]

We have audited the accompanying consolidated balance sheets of Expeditors International of Washington, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 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, [removed: 2024,] [added: 2025,] based on criteria established in [removed: the] *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 21, 2025] [added: 25, 2026] expressed an [removed: adverse] [added: unqualified] opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: Assessment] [added: *Assessment] of gross unrecognized tax [removed: benefits][added: benefits*]

Complex auditor [removed: judgment] [added: judgement] was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of tax positions.

[removed: This included controls related to the interpretation of tax] law and its application in the liability estimation process.

evaluating the Company’s interpretation of tax [removed: laws,][added: laws]

assessing transfer pricing positions for compliance with applicable laws and [removed: regulations,][added: regulations]

inspecting settlement documents with applicable taxing authorities and appeals documents with applicable tax [removed: courts,][added: courts]

assessing the expiration of statutes of [removed: limitations,][added: limitations]

comparing historical gross unrecognized tax benefits to actual results upon conclusion of tax audits or expiration of the statute of [removed: limitations, and][added: limitations]

| [removed: February 21,] [added: |] 2025 | [added: | | | | | | | | | | | | | | | |]

We have audited Expeditors International of Washington, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 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, [removed: because of] the [removed: effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the] Company [removed: has not maintained] [added: maintained, in all material respects,] effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 21, 2025] [added: 25, 2026] expressed an unqualified opinion on those consolidated financial statements.

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 [removed: Reporting.][added: Reporting.Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.]

| December 31, | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents [added: at beginning of period] | | [removed: $] | 1,148,320 | | | [removed: $] | 1,512,883 | | [added: | | 2,034,131 | |]

| Accounts receivable, net | | | [removed: 1,997,840] [added: 2,021,889] | | | | [removed: 1,532,599] [added: 1,997,840] | |

| Deferred contract costs | | | [removed: 349,343] [added: 283,281] | | | | [removed: 218,807] [added: 349,343] | |

| Other | | | [removed: 164,272] [added: 136,167] | | | | [removed: 170,907] [added: 164,272] | |

| Total current assets | | | [removed: 3,659,775] [added: 3,755,622] | | | | [removed: 3,435,196] [added: 3,659,775] | |

| Property and equipment, net | | | [removed: 449,404] [added: 462,122] | | | | [removed: 479,225] [added: 449,404] | |

| Operating lease right-of-use assets | | | [removed: 551,652] [added: 550,162] | | | | [removed: 516,280] [added: 551,652] | |

| [removed: Deferred federal and] [added: | Domestic] state [added: and local] income taxes, net [removed: | |] [added: of federal effect1] | [removed: 70,671] | | [added: 20,446] | | [removed: 63,690] | [added: 1.9%] |

| Other assets, net | | | [removed: 15,029] [added: 16,134] | | | | [removed: 21,491] [added: 15,029] | |

| Total assets | | $ | [removed: 4,754,458] [added: 4,893,638] | | | $ | [removed: 4,523,809] [added: 4,754,458] | |

| Accounts payable | | $ | [removed: 1,036,749] [added: 1,123,429] | | | $ | [removed: 860,856] [added: 1,036,749] | |

| Accrued expenses, primarily salaries and related costs | | | [removed: 451,921] [added: 448,055] | | | | [removed: 447,336] [added: 451,921] | |

| Contract liabilities | | | [removed: 441,927] [added: 358,386] | | | | [removed: 280,909] [added: 441,927] | |

| Current portion of operating lease liabilities | | | [removed: 106,736] [added: 110,891] | | | | [removed: 99,749] [added: 106,736] | |

| Federal, state and foreign income taxes [added: payable] | | | [removed: 29,140] [added: 32,046] | | | | [removed: 15,562] [added: 29,140] | |

| | By: | | /s/ David A. Hackett |

| | | | David A. Hackett |

51.

52.

This included controls related to the interpretation of tax

| February 25, 2026 |

| February 25, 2026 |

| Cash and cash equivalents | | $ | 1,314,285 | | | $ | 1,148,320 | |

| Deferred income tax asset, net | | | 101,671 | | | | 70,671 | |

| Deferred income tax liability, net | | | 3,040 | | | | — | |

| Total shareholders’ equity | | | 2,355,633 | | | | 2,223,012 | |

| Shares repurchased | | | (56 | ) | | | (71 | ) | | | (121 | ) |

| Shares repurchased | | | (5,607 | ) | | | (7,057 | ) | | | (12,146 | ) |

| Net earnings | | $ | 812,048 | | | $ | 811,633 | | | $ | 751,779 | |

| Stock compensation expense | | | 69,231 | | | | 64,364 | | | | 58,399 | |

| Depreciation and amortization | | | 56,769 | | | | 61,090 | | | | 67,760 | |

| Distribution to noncontrolling interest | | | (1,845 | ) | | | — | | | | (1,089 | ) |

The Company serves a worldwide, diverse clientele in the technology sector, including cloud & data center services; hyperscalers; semiconductor; personal computers and compute hardware, and industries such as healthcare, automotive, aviation, aerospace, retail and high fashion.

| Allowance for Credit Losses

*Targeted Improvements to the Accounting for Internal-Use Software*

In September 2025, the FASB issued ASU 2025-06 Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40) Intangibles—Goodwill and Other—Internal-Use requires entities to start capitalizing software costs when management has authorized and committed to funding the project, and it is probable that the project will be completed and used as intended.

The amendment can be applied either on a prospective or retrospective basis.

The Company is currently evaluating the impact of the adoption of this ASU.

| | | | 2025 | | | | 2024 | | |

| 2026 | | $ | 138,158 | |

| 2027 | | | 118,846 | |

| 2028 | | | 99,454 | |

| 2029 | | | 81,613 | |

| 2030 | | | 66,704 | |

| Thereafter | | | 178,115 | |

| Lease liability | | $ | 570,589 | |

As of December 31, 2025, the Company had $51 million in operating lease obligations with maturities through 2036 for several office and warehouse locations not included in the lease liabilities, as the lease had not yet commenced.

| | | 2025 | | | | 2024 | | |

| | | | | | | | | | | | | |

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 130,000.

| | RSUs granted | | | 400 | | | $ | 106.24 | |

| | RSUs vested | | | (368 | ) | | $ | 110.27 | |

| | Nonvested at December 31, 2025 | | | 668 | | | $ | 110.03 | |

| | Options exercised | | | (647 | ) | | $ | 47.34 | | | | | | | | | |

| | Outstanding at December 31, 2025 | | | 92 | | | $ | 47.39 | | | | 0.34 | | | $ | 9,353 | |

| | By: | | /s/ Bradley S. Powell |

| | | | Bradley S. Powell |

| | | |

48.

49.

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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses related to unauthorized access and changes to databases and related applications which could have gone undetected as controls to review and authorize access and direct changes that support several key operational and accounting systems excluded certain changes from review, or were not captured, and as such were either not designed properly or did not operate effectively as designed.

In addition, the system logic used to record direct changes excluded certain changes from being captured for review.

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.

As a consequence of these control deficiencies, the Company concluded that it did not effectively design, implement and operate process-level controls across its financial reporting processes.

The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

| Total Shareholders' Equity, Beginning of Period | | $ | 2,390,350 | | | $ | 3,110,021 | | | $ | 3,494,426 | |

| Shares repurchased under provisions of stock repurchase plan | | | (71 | ) | | | (121 | ) | | | (145 | ) |

| Shares repurchased under provisions of stock repurchase plan | | | (7,057 | ) | | | (12,146 | ) | | | (14,529 | ) |

| Cash and cash equivalents at beginning of period | | | 1,512,883 | | | | 2,034,131 | | | | 1,728,692 | |

The Company’s customers include retailing and wholesaling, electronics, healthcare, technology, industrial and manufacturing companies around the world.

Certain prior year amounts have been reclassified to conform to the current year presentation of other income (expense) in the consolidated statement of earnings and in the business segment information note as explained in Note 1 N.

| Accounts Receivable

In these transactions, the Company is not a principal and report only commissions and fees earned in revenues.

*Improvements to Reportable Segment Disclosures*

The Company adopted new improvements to reportable segment disclosures on a retrospective basis for the 2024 annual period, and for interim periods beginning January 1, 2025.

The Accounting Standards Update (ASU) requires, among other things, the disclosure in interim periods about a reportable segment’s profit or loss and assets that are currently required annually, and disclosures of significant segment expenses and profit and loss measures provided to the CODM.

The ASU does not change how the Company identifies its operating segments.

The adoption of this standard resulted in identifying directly related cost of transportation and other expenses and salaries and related costs as significant segment expenses to be disclosed in the business segment information note.

The Company expects this ASU to only impact its disclosures with no impacts to its consolidated financial statements, cash flows and financial condition.

| 2025 | | $ | 131,830 | |

| 2026 | | | 117,301 | |

| 2027 | | | 96,323 | |

| 2028 | | | 78,233 | |

| 2029 | | | 63,473 | |

| Thereafter | | | 189,450 | |

| Lease liability | | $ | 568,937 | |

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.

| | Nonvested at December 31, 2023 | | | 642 | | | $ | 109.78 | |

| | RSUs granted | | | 357 | | | $ | 114.90 | |

| | RSUs vested | | | (323 | ) | | $ | 110.01 | |

| | Outstanding at December 31, 2023 | | | 1,135 | | | $ | 46.46 | | | | | | | | | |

| | Options exercised | | | (391 | ) | | $ | 44.83 | | | | | | | | | |