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Expedia (NASDAQ: EXPE) CLO exercises RSUs, 2,332 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Expedia Group, Inc. Chief Legal Officer & Secretary Robert J. Dzielak reported routine equity compensation activity on May 15, 2026. He exercised derivative awards covering 5,837 shares of common stock through multiple restricted stock unit conversions. In connection with this vesting, 2,332 shares of common stock were withheld at $217.17 per share to cover tax obligations, as noted in the footnotes. These are compensation-related exercises and tax-withholding dispositions rather than open-market purchases or sales.

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Insider Dzielak Robert J
Role Chief Legal Officer & Sec'y
Type Security Shares Price Value
Exercise Restricted Stock Units 1,318 $0.00 --
Exercise Restricted Stock Units 1,422 $0.00 --
Exercise Restricted Stock Units 1,545 $0.00 --
Exercise Restricted Stock Units 1,552 $0.00 --
Exercise Common Stock 1,552 $0.00 --
Exercise Common Stock 1,545 $0.00 --
Exercise Common Stock 1,422 $0.00 --
Exercise Common Stock 1,318 $0.00 --
Tax Withholding Common Stock 2,332 $217.17 $506K
Holdings After Transaction: Restricted Stock Units — 3,956 shares (Direct, null); Common Stock — 108,197 shares (Direct, null)
Footnotes (1)
  1. Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units. Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2023 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested. Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2024 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested. 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. Date at which first vesting occurs is indicated. One-twelfth (1/12th) of the total RSUs vests on May 15, 2026, 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, 2029.
Shares withheld for taxes 2,332 shares Common stock withheld for tax on RSU vesting at $217.17 on May 15, 2026
Tax withholding price $217.17 per share Value of Expedia common stock used for RSU tax withholding
Total shares from derivative exercises 5,837 shares ExerciseShares from transaction summary for May 15, 2026
RSUs exercised (2026 grant schedule) 1,552 RSUs RSUs with first vesting May 15, 2026 and full vesting by February 15, 2029
RSUs exercised (2025 grant schedule) 1,545 RSUs RSUs with first vesting May 15, 2025 and full vesting by February 15, 2028
RSUs exercised (2024 grant schedule) 1,422 RSUs RSUs with first vesting May 15, 2024 and full vesting by February 15, 2028
RSUs exercised (2023 grant schedule) 1,318 RSUs RSUs with first vesting May 15, 2023 and full vesting by February 15, 2027
Restricted Stock Units financial
"security_title: "Restricted Stock Units""
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion""
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
vesting financial
"footnote: "in connection with the vesting of restricted stock units""
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
withheld for payment of taxes financial
"footnote: "withheld for payment of taxes due""
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Dzielak Robert J

(Last)(First)(Middle)
C/O EXPEDIA GROUP, INC.
1111 EXPEDIA GROUP WAY W.

(Street)
SEATTLE WASHINGTON 98119

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Expedia Group, Inc. [ EXPE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer & Sec'y
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026M1,552A$0.0000108,197D
Common Stock05/15/2026M1,545A$0.0000109,742D
Common Stock05/15/2026M1,422A$0.0000111,164D
Common Stock05/15/2026M1,318A$0.0000112,482D
Common Stock05/15/2026F(1)2,332D$217.17110,150D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0.000005/15/2026M1,31805/15/2023(2)02/15/2027Common Stock1,318$0.00003,956D
Restricted Stock Units$0.000005/15/2026M1,42205/15/2024(3)02/15/2028Common Stock1,422$0.00009,954D
Restricted Stock Units$0.000005/15/2026M1,54505/15/2025(4)02/15/2028Common Stock1,545$0.000010,818D
Restricted Stock Units$0.000005/15/2026M1,55205/15/2026(5)02/15/2029Common Stock1,552$0.000017,078D
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-sixteenth of the total number of restricted stock units vests on May 15, 2023 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
3. Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2024 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
4. 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.
5. Date at which first vesting occurs is indicated. One-twelfth (1/12th) of the total RSUs vests on May 15, 2026, 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, 2029.
/s/ Michael S. Marron, Attorney-in-fact05/19/2026
** Signature of Reporting PersonDate
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.
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* Form 4: SEC 1474 (03-26)