Expedia CFO RSU Vesting: 2,359 Shares Converted, 589 Withheld for Taxes

Rhea-AI Filing Summary

Expedia Group insider filing shows restricted stock units vested and tax-withheld shares sold. Chief Financial Officer Scott F. Schenkel had 2,359 RSUs vest on 08/15/2025, which converted into 2,359 shares, increasing his beneficial ownership to 23,594 common shares. The filing also reports 589 shares were disposed of to cover taxes at an average price of $207.20 per share. The reporting was filed by one reporting person and executed by an attorney-in-fact on 08/19/2025.

Positive

• Vesting event completed: 2,359 RSUs converted to common stock on 08/15/2025.
• Executive retains equity: Beneficial ownership increased to 23,594 common shares after the transaction.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive vesting and tax-withholding with limited market impact; ownership increased modestly to 23,594 shares.

The Form 4 documents a scheduled vesting event: 2,359 RSUs vested and converted into common stock on 08/15/2025, and 589 shares were withheld/disposed to satisfy tax obligations at $207.20 per share. This is a standard compensation-related transaction rather than an open-market sale for liquidity. The net increase in holdings signals retention of equity by the CFO, while the tax-withholding reduces the incremental share count reported.

Corporate Governance Expert

TL;DR: Disclosure aligns with executive compensation rules; timing and withholding match company RSU schedule.

The filing clarifies vesting mechanics: first vesting tranche occurred 05/15/2025 with subsequent quarterly vesting through 02/15/2028, and the 08/15/2025 tranche produced 2,359 vested RSUs. The reported disposal of 589 shares for tax withholding is explicitly tied to the vesting event. Filing was executed by an attorney-in-fact, which is typical for administrative filings and does not indicate governance concerns.

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

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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^*

Schenkel Scott F.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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
Common Stock	08/15/2025		M		2,359	A	$0.0000	4,129	D
Common Stock	08/15/2025		F(1)		589	D	$207.2	3,540	D

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
Restricted Stock Units	$0.0000	08/15/2025		M			2,359	05/15/2025(2)	02/15/2028	Common Stock	2,359	$0.0000	23,594	D

Explanation of Responses:

1. Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units.

2. Date at which first vesting occurs is indicated. One-twelfth (1/12th) of the total RSUs vests on May 15, 2025, with an additional one-twelfth (1/12th) vesting quarterly thereafter on each August 15, November 15, February 15, and May 15, until fully vested on February 15, 2028.

	/s/ Michael S. Marron, Attorney-in-fact	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did EXPE CFO Scott Schenkel report on Form 4?

The report shows 2,359 RSUs vested on 08/15/2025 and 589 shares were disposed to satisfy taxes at $207.20 per share.

How many shares does Scott Schenkel beneficially own after the reported transaction?

Following the reported transactions, he beneficially owns 23,594 common shares.

Why were 589 shares disposed in this filing?

The filing states those shares represent shares withheld for payment of taxes in connection with RSU vesting.

When did the reported vesting and tax withholding occur?

The transactions occurred on 08/15/2025, and the Form 4 was signed by attorney-in-fact on 08/19/2025.

What is the RSU vesting schedule referenced in the filing?

One-twelfth vested on 05/15/2025 with additional one-twelfth vesting quarterly on Aug 15, Nov 15, Feb 15, and May 15 until fully vested on 02/15/2028.