[Form 4] Expedia Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Stem, Inc. (STEM) filed a Form 4 reporting new equity awards to Matthew Tappin, President – Software Division. On 30 June 2025 the executive received:

• 11,000 Restricted Stock Units (RSUs) that vest in three equal annual instalments beginning 7 Aug 2026.
• 5,500 Performance Stock Units (PSUs); vesting is contingent on the share price meeting a volume-weighted average price target over any 60-day period.
• 5,500 stock options with a $6.23 exercise price, expiring 30 Jun 2035; these options also vest in three equal annual tranches starting 7 Aug 2026.

All awards were recorded as acquisitions (Code "A") at zero cost and are held directly by the reporting person. Combined, the grants represent 22,000 potential new shares, a figure that is immaterial relative to Stem’s total shares outstanding but signals ongoing use of equity-based compensation to align management incentives with shareholder value.

Insights

Securities Analyst

TL;DR: Routine stock-based compensation; minimal dilution, neutral valuation impact.

The size of the grant—22,000 share equivalents—is negligible against Stem’s multi-hundred-million share base, implying no meaningful dilution. Vesting schedules beginning in 2026 and the performance hurdle on PSUs reinforce long-term alignment but do not affect near-term cash flow or earnings. I view the filing as administrative and neutral for valuation or sentiment.

Corporate Governance Expert

TL;DR: Equity mix (RSU + PSU + options) shows balanced incentive design, neutral impact.

Inclusion of both time-based RSUs and goal-based PSUs follows best-practice pay-for-performance principles. Option strike of $6.23 sets an explicit performance threshold above current grant date value. While positive for incentive structure, the magnitude is insufficient to materially shift control or voting power. Consequently, the governance impact is neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KHOSROWSHAHI DARA

(Last) (First) (Middle)

C/O EXPEDIA GROUP, INC.

1111 EXPEDIA GROUP WAY W.

(Street)

SEATTLE WA 98119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Expedia Group, Inc. [ EXPE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Units	(1)	07/01/2025		A		47.103(2)		(3)	(3)	Common Stock	47.103	$0.0000	1,954.911	D

Explanation of Responses:

1. Stock units are convertible into common stock on a 1-for-1 basis.

2. Represents (as rounded) 42.406 stock units accrued under the Expedia Group, Inc. Non-Employee Director Deferred Compensation Plan (the "Plan") in lieu of director cash compensation for the quarter ended June 30, 2025 and 4.697 stock units accrued under the Plan in connection with a dividend paid by Expedia Group, Inc. during the quarter ended June 30, 2025.

3. Stock units under the Expedia Group, Inc. Non-Employee Director Deferred Compensation Plan are to be settled in shares of common stock of Expedia Group, Inc. after the reporting person's termination of services as a director.

	/s/ Michael S. Marron, Attorney-in-fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did STEM grant to President Matthew Tappin?

11,000 RSUs, 5,500 PSUs and 5,500 stock options were granted on 30 Jun 2025.

When do the STEM RSUs and options granted on 30 Jun 2025 vest?

Both RSUs and options vest in three equal annual tranches starting 7 Aug 2026.

What is the exercise price and expiry date of the new STEM stock options?

The options carry a $6.23 strike price and expire on 30 Jun 2035.

What conditions apply to the 5,500 STEM PSUs granted to the executive?

PSUs vest only if the 60-day VWAP meets or exceeds a predefined share-price target.

Does the Form 4 indicate any stock sales by the STEM executive?

No. All reported transactions are acquisitions (Code "A"); no shares were sold or disposed.

How many shares could potentially be issued from this grant?

If fully vested and exercised, the awards represent 22,000 shares of common stock.