Expedia (NASDAQ: EXPE) CAO settles PSUs and RSUs, withholds shares

Rhea-AI Filing Summary

Expedia Group, Inc. SVP & Chief Accounting Officer Lance A. Soliday reported equity compensation activity involving performance and restricted stock units that converted into common stock on February 15, 2026.

He acquired common shares through the exercise or settlement of 3,516 Performance Stock Units and multiple Restricted Stock Unit tranches at no cash exercise price. Footnotes state the 2023 Performance Stock Units vested at 200% of target, the maximum payout level, based on the compound annual growth rate of Expedia’s stock price over a performance period ending December 31, 2025.

To cover tax obligations from RSU vesting, 1,167 shares of common stock were withheld at $212.67 per share in a tax-withholding disposition, leaving Soliday with 14,282 shares of Expedia common stock held directly after these transactions.

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^*

Soliday Lance A

(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)
	SVP & Chief Accounting Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		M		3,516	A	$0.0000	14,322	D
Common Stock	02/15/2026		M		365	A	$0.0000	14,687	D
Common Stock	02/15/2026		M		330	A	$0.0000	15,017	D
Common Stock	02/15/2026		M		253	A	$0.0000	15,270	D
Common Stock	02/15/2026		M		179	A	$0.0000	15,449	D
Common Stock	02/15/2026		F(1)		1,167	D	$212.67	14,282	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
Performance Stock Units	$0.0000	02/15/2026		M			3,516	(2)	02/15/2026	Common Stock	3,516	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	02/15/2026		M			179	05/15/2022(3)	02/15/2026	Common Stock	179	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	02/15/2026		M			330	05/15/2023(4)	02/15/2027	Common Stock	330	$0.0000	1,319	D
Restricted Stock Units	$0.0000	02/15/2026		M			253	05/15/2024(5)	02/15/2028	Common Stock	253	$0.0000	2,019	D
Restricted Stock Units	$0.0000	02/15/2026		M			365	05/15/2025(6)	02/15/2028	Common Stock	365	$0.0000	2,926	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. Represents the settlement of Performance Stock Units originally granted on March 14, 2023 (the "2023 PSUs"). The 2023 PSUs were subject to performance conditions based on the compound annual growth rate of the Company's stock price measured over an approximately three-year performance period ending December 31, 2025. Based on actual performance, the 2023 PSUs vested at 200% of the target number of PSUs, representing the maximum payout level.

3. 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.

4. 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.

5. 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.

6. 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
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FAQ

What did Expedia (EXPE) insider Lance A. Soliday report in this Form 4?

Lance A. Soliday reported equity award settlements, converting performance and restricted stock units into Expedia common stock. The filing also shows a tax-withholding share disposition and his updated direct ownership position after these compensation-related transactions.

How many Expedia (EXPE) shares did Lance A. Soliday have withheld for taxes?

Soliday had 1,167 Expedia common shares withheld to satisfy tax obligations tied to restricted stock unit vesting. These shares were valued at $212.67 each and represent a tax-withholding disposition rather than an open-market sale.

What performance outcome did Expedia’s 2023 Performance Stock Units achieve for Soliday?

The 2023 Performance Stock Units for Lance A. Soliday vested at 200% of their target level, the maximum payout. This result was based on Expedia’s stock price compound annual growth rate over a performance period ending on December 31, 2025.

How many Expedia (EXPE) shares does Lance A. Soliday own after these transactions?

After the reported equity award settlements and tax-withholding disposition, Lance A. Soliday directly owns 14,282 shares of Expedia Group common stock. This figure reflects his updated direct holdings following the February 15, 2026 transactions.

Were Lance A. Soliday’s Expedia (EXPE) transactions open-market buys or sells?

The reported activity consists of equity award exercises and settlements, not open-market trades. Common shares were received from Performance Stock Units and Restricted Stock Units, and some shares were withheld solely to cover tax liabilities from vesting.

What types of Expedia (EXPE) equity awards are involved in this Form 4?

The filing involves Performance Stock Units and Restricted Stock Units. These derivative awards converted into Expedia common stock at no cash exercise price as vesting and performance conditions were satisfied, updating Soliday’s direct share ownership.