Barry Diller (EXPE) awarded performance and restricted stock units

Rhea-AI Filing Summary

Diller Barry reported acquisition or exercise transactions in this Form 4 filing.

Expedia Group, Inc. director and Chairman & Sr. Executive Barry Diller reported receiving equity-based compensation in the form of performance and restricted stock units. On March 9, 2026, he was granted 11,327 Performance Stock Units (PSUs), which were earned based on the compound annual growth rate of Expedia Group's revenue and Adjusted EBITDA for the one-year period ending December 31, 2025. These PSUs are expected to vest on February 15, 2028, subject to his continued employment, and will be settled in Expedia common stock. He was also granted 14,045 Restricted Stock Units (RSUs), with one-twelfth vesting on May 15, 2026 and additional one-twelfth installments vesting quarterly on August 15, November 15, February 15, and May 15 until fully vested on February 15, 2029. These are compensation-related awards, not open-market stock purchases or sales.

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^*

Diller Barry

(Last) (First) (Middle)

C/O IAC INC.

555 WEST 18TH STREET

(Street)

NEW YORK NY 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)
03/09/2026

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

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	03/09/2026		A		11,327(1)		02/15/2028(1)	02/15/2028(1)	Common Stock	11,327	$0.0000	11,327	D
Restricted Stock Units	$0.0000	03/09/2026		A		14,045		05/15/2026(2)	02/15/2029	Common Stock	14,045	$0.0000	14,045	D

Explanation of Responses:

1. Represents the number of performance stock units ("PSUs") determined to have been earned based on the compound annual growth rate of Expedia Group's revenue and Adjusted EBITDA for the one-year annual measurement period ending on December 31, 2025 pursuant to the terms and conditions of a PSU award that was granted on March 10, 2025, and which are expected to vest on February 15, 2028, subject to the reporting person's continued employment through the vesting date. The PSUs will be settled in shares of Expedia Group's common stock upon vesting.

2. 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-fact	03/11/2026
	** 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 equity awards did Barry Diller report in Expedia (EXPE) Form 4?

Barry Diller reported grants of 11,327 Performance Stock Units and 14,045 Restricted Stock Units. Both awards were granted on March 9, 2026 as compensation and will settle in Expedia common stock upon vesting, subject to the specified performance and service conditions.

How do Barry Diller’s performance stock units in Expedia (EXPE) vest?

The 11,327 performance stock units are tied to Expedia’s revenue and Adjusted EBITDA growth. They were earned based on the one-year period ending December 31, 2025 and are expected to vest on February 15, 2028, contingent on Barry Diller’s continued employment through that date.

What is the vesting schedule for Barry Diller’s restricted stock units at Expedia (EXPE)?

The 14,045 restricted stock units vest in twelve equal installments. One-twelfth vests on May 15, 2026, with additional one-twelfth portions vesting quarterly on August 15, November 15, February 15, and May 15 until the award is fully vested on February 15, 2029.

Did Barry Diller buy or sell Expedia (EXPE) shares in this Form 4 filing?

No open-market purchases or sales were reported. The Form 4 shows only compensation-related grants of performance stock units and restricted stock units, both with a transaction price of $0.00 per unit, rather than discretionary buying or selling of Expedia common stock.

Will Barry Diller’s Expedia (EXPE) stock units be settled in common shares?

Yes, both the PSUs and RSUs are expected to settle in Expedia common stock. The performance stock units convert to common shares upon vesting in 2028, and the restricted stock units similarly convert as each quarterly vesting installment is satisfied over the vesting schedule.

What performance metrics govern Barry Diller’s Expedia (EXPE) PSU grant?

The PSU grant is based on the compound annual growth rate of Expedia’s revenue and Adjusted EBITDA. Performance was measured over a one-year period ending December 31, 2025, and the 11,327 earned units reflect results under the terms of the March 10, 2025 award.