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Barry Diller (EXPE) exercises RSUs and withholds Expedia shares for taxes

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

Rhea-AI Filing Summary

Expedia Group, Inc. Chairman & Sr. Executive Barry Diller exercised restricted stock units into common stock and had shares withheld for taxes. He converted a total of 8,185 restricted stock units into common shares and 4,529 common shares were disposed of to cover tax obligations tied to vesting. Following these compensation-related transactions, he directly holds 158,396 shares of common stock, with no open-market purchases or sales reported.

Positive

  • None.

Negative

  • None.
Insider Diller Barry
Role Chairman & Sr. Executive
Type Security Shares Price Value
Exercise Restricted Stock Units 3,941 $0.00 --
Exercise Restricted Stock Units 1,473 $0.00 --
Exercise Restricted Stock Units 1,601 $0.00 --
Exercise Restricted Stock Units 1,170 $0.00 --
Exercise Common Stock 3,941 $0.00 --
Exercise Common Stock 1,601 $0.00 --
Exercise Common Stock 1,473 $0.00 --
Exercise Common Stock 1,170 $0.00 --
Tax Withholding Common Stock 4,529 $217.17 $984K
Holdings After Transaction: Restricted Stock Units — 11,821 shares (Direct, null); Common Stock — 158,681 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.
RSUs exercised 8,185 shares Restricted stock units converted to common stock via derivative exercises
Tax withholding shares 4,529 shares Common shares withheld to pay taxes on RSU vesting
Shares held after transactions 158,396 shares Direct Expedia Group common stock ownership after reported events
Tax withholding price $217.17 per share Value used for shares withheld to cover tax liability
Single tax-withholding event 1 transaction Code F disposition for payment of tax liability
Derivative exercises 4 transactions Code M exercises converting RSUs into common stock
Restricted Stock Units financial
"Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of 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.
withheld for payment of taxes financial
"Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units."
vesting financial
"Date at which first vesting occurs is indicated."
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.
one-sixteenth of the total number of restricted stock units vests financial
"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."
one-twelfth (1/12th) of the total RSUs vests financial
"One-twelfth (1/12th) of the total RSUs vests on May 15, 2025, with an additional one-twelfth (1/12th) vesting quarterly thereafter..."
Form 4 Insider Transactions: What Each Field Means →
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*
Diller Barry
(Last)(First)(Middle)
C/O IAC INC.
555 WEST 18TH STREET
(Street)
NEW YORK NEW YORK 10011
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman & Sr. Executive
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 Stock05/15/2026M3,941A$0.0000158,681D
Common Stock05/15/2026M1,601A$0.0000160,282D
Common Stock05/15/2026M1,473A$0.0000161,755D
Common Stock05/15/2026M1,170A$0.0000162,925D
Common Stock05/15/2026F(1)4,529D$217.17158,396D
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$0.000005/15/2026M3,94105/15/2023(2)02/15/2027Common Stock3,941$0.000011,821D
Restricted Stock Units$0.000005/15/2026M1,47305/15/2024(3)02/15/2028Common Stock1,473$0.000010,311D
Restricted Stock Units$0.000005/15/2026M1,60105/15/2025(4)02/15/2028Common Stock1,601$0.000011,206D
Restricted Stock Units$0.000005/15/2026M1,17005/15/2026(5)02/15/2029Common Stock1,170$0.000012,875D
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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Barry Diller report for EXPE on this Form 4?

Barry Diller reported exercises of restricted stock units into common stock and a related tax-withholding share disposition. These transactions reflect equity compensation vesting, not open-market buying or selling of Expedia Group, Inc. shares.

How many Expedia (EXPE) shares did Barry Diller acquire through RSU exercises?

Barry Diller acquired 8,185 Expedia Group common shares through derivative exercises of restricted stock units. These RSUs converted to common stock as part of scheduled vesting, consistent with his equity compensation arrangements at the company.

How many Expedia (EXPE) shares were withheld for taxes in this filing?

A total of 4,529 Expedia Group common shares were withheld to pay taxes due on vesting of restricted stock units. This tax-withholding is a non-market disposition and does not represent an open-market sale of shares.

What are Barry Diller’s Expedia (EXPE) holdings after these transactions?

After these transactions, Barry Diller directly holds 158,396 shares of Expedia Group common stock. This figure reflects his position following the RSU conversions into common shares and the related tax-withholding share disposition on the reported date.

Were there any open-market purchases or sales of Expedia (EXPE) stock in this Form 4?

No open-market purchases or sales were reported. The filing shows RSU exercises converting into common stock and shares withheld to cover tax obligations, which are compensation and tax events rather than discretionary market trades.

What do the restricted stock units in this Expedia (EXPE) filing represent?

The restricted stock units represent equity awards that vest over time according to specified schedules. As they vest, they convert into Expedia Group common shares, as reflected by the derivative exercise transactions reported in this Form 4 filing.