Barry Diller (EXPE) exercises RSUs, withholds 4,447 shares for tax

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Expedia Group Chairman & Sr. Executive Barry Diller reported several vestings of restricted stock units on February 15, 2026. These units were converted into shares of common stock, increasing his direct holdings, and 4,447 shares were withheld at $212.67 per share to cover related tax obligations.

Insider Trade Summary

9,256 shares exercised/converted

Mixed 9 txns

Insider Diller Barry

Role Chairman & Sr. Executive

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,242	$0.00	--
Exercise	Restricted Stock Units	3,940	$0.00	--
Exercise	Restricted Stock Units	1,473	$0.00	--
Exercise	Restricted Stock Units	1,601	$0.00	--
Exercise	Common Stock	3,940	$0.00	--
Exercise	Common Stock	2,242	$0.00	--
Exercise	Common Stock	1,601	$0.00	--
Exercise	Common Stock	1,473	$0.00	--
Tax Withholding	Common Stock	4,447	$212.67	$946K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 153,871 shares (Direct)

Footnotes (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, 2022 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, 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.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 06:07 PM

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^*

Diller Barry

(Last)

(First)

(Middle)

C/O IAC INC.

555 WEST 18TH STREET

(Street)

NEW YORK

10011

(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
X	Officer (give title below)	Other (specify below)
	Chairman & Sr. Executive

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2026		M		3,940	A	$0.0000	153,871	D
Common Stock	02/15/2026		M		2,242	A	$0.0000	156,113	D
Common Stock	02/15/2026		M		1,601	A	$0.0000	157,714	D
Common Stock	02/15/2026		M		1,473	A	$0.0000	159,187	D
Common Stock	02/15/2026		F⁽¹⁾		4,447	D	$212.67	154,740	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.0000	02/15/2026		M			2,242	05/15/2022⁽²⁾	02/15/2026	Common Stock	2,242	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	02/15/2026		M			3,940	05/15/2023⁽³⁾	02/15/2027	Common Stock	3,940	$0.0000	15,762	D
Restricted Stock Units	$0.0000	02/15/2026		M			1,473	05/15/2024⁽⁴⁾	02/15/2028	Common Stock	1,473	$0.0000	11,784	D
Restricted Stock Units	$0.0000	02/15/2026		M			1,601	05/15/2025⁽⁵⁾	02/15/2028	Common Stock	1,601	$0.0000	12,807	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-sixteenth of the total number of restricted stock units vests on May 15, 2022 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, 2023 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-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.

5. 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	02/18/2026
	** 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).
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Barry Diller report for Expedia Group (EXPE)?

Barry Diller reported multiple restricted stock units vesting and converting into Expedia common stock on February 15, 2026. These were compensation-related transactions, not open-market purchases, reflecting equity awards gradually turning into directly held shares over time.

How many Expedia (EXPE) shares were withheld for taxes in Barry Diller’s Form 4?

The filing shows 4,447 Expedia common shares withheld at $212.67 per share. This tax-withholding disposition covered obligations arising from the vesting of restricted stock units, a common mechanism executives use to satisfy equity compensation tax liabilities without paying cash.

Did Barry Diller buy or sell Expedia (EXPE) shares on the open market?

The transactions reflect derivative exercises and a tax-withholding disposition, not open-market buying or selling. Restricted stock units converted into common shares, and a portion of those shares was retained by the issuer to satisfy tax obligations tied to the vesting event.

What types of securities are involved in Barry Diller’s Expedia (EXPE) Form 4?

The Form 4 involves restricted stock units and common stock of Expedia Group. RSUs are equity awards that convert into shares upon vesting, and in this case, several RSU tranches vested and were settled in common shares on February 15, 2026, per the vesting schedules.

How were the Expedia (EXPE) restricted stock units scheduled to vest for Barry Diller?

Footnotes describe quarterly vesting schedules. Some RSU grants vest one-sixteenth each quarter beginning May 15, 2022, 2023, or 2024, while another vests one-twelfth quarterly from May 15, 2025 until fully vested on February 15, 2028, creating staggered equity delivery.