Expedia Group CEO RSUs vest; 5,362 shares withheld for taxes

Rhea-AI Filing Summary

Expedia Group, Inc. (EXPE) filed a Form 4 reporting equity transactions by its Chief Executive Officer and director on November 15, 2025. Several restricted stock unit (RSU) awards were converted to common stock at an exercise price of $0.0000, including tranches of 5,603, 5,156, 1,698, and 717 shares. To cover taxes due on these vestings, 5,362 shares of common stock were withheld at a price of $264.66 per share. Following these transactions, the reporting person directly beneficially owned 97,740 shares of Expedia Group common stock. The RSU awards continue to vest on structured quarterly schedules through dates including February 15, 2026, February 15, 2027, and February 15, 2028.

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^*

Gorin Ariane

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025

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	11/15/2025		M		5,603	A	$0.0000	95,531	D
Common Stock	11/15/2025		M		5,156	A	$0.0000	100,687	D
Common Stock	11/15/2025		M		1,698	A	$0.0000	102,385	D
Common Stock	11/15/2025		M		717	A	$0.0000	103,102	D
Common Stock	11/15/2025		F(1)		5,362	D	$264.66	97,740	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0000	11/15/2025		M			717	02/15/2024(2)	02/15/2026	Common Stock	717	$0.0000	717	D
Restricted Stock Units	$0.0000	11/15/2025		M			1,698	02/15/2024(3)	02/15/2027	Common Stock	1,698	$0.0000	8,487	D
Restricted Stock Units	$0.0000	11/15/2025		M			5,156	05/15/2024(4)	02/15/2028	Common Stock	5,156	$0.0000	46,407	D
Restricted Stock Units	$0.0000	11/15/2025		M			5,603	05/15/2025(5)	02/15/2028	Common Stock	5,603	$0.0000	50,432	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-ninth of the total number of restricted stock units vests on February 15, 2024 and an additional one-ninth 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-thirteenth of the total number of restricted stock units vests on February 15, 2024 and an additional one-thirteenth 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 quarterthereafter 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	11/18/2025
	** 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 did Expedia Group (EXPE) disclose in this Form 4 filing?

The filing reports equity transactions by the Chief Executive Officer and director of Expedia Group, Inc. (EXPE) on November 15, 2025, including RSU vestings converted into common stock and shares withheld to pay taxes.

How many Expedia (EXPE) shares does the reporting person own after the transactions?

After the reported transactions on November 15, 2025, the reporting person directly beneficially owned 97,740 shares of Expedia Group common stock.

What RSU tranches vested for the Expedia (EXPE) CEO in this Form 4?

On November 15, 2025, multiple restricted stock unit (RSU) tranches vested and were converted into common stock, including 5,603 shares, 5,156 shares, 1,698 shares, and 717 shares, each at an exercise price of $0.0000.

Why were 5,362 Expedia (EXPE) shares disposed of in this filing?

The filing explains that 5,362 shares of Expedia Group common stock were withheld and disposed of at a price of $264.66 per share to pay taxes due in connection with the vesting of restricted stock units.

What are the key vesting dates for the Expedia (EXPE) RSU awards in this Form 4?

The RSU awards referenced in the filing vest over time, with first vesting dates such as February 15, 2024 and May 15, 2025, and final vesting dates including February 15, 2026, February 15, 2027, and February 15, 2028, according to specified quarterly schedules.

What do the transaction codes M and F mean in the Expedia (EXPE) Form 4?

In this filing, code M indicates the exercise or conversion of derivative securities (RSUs) into Expedia Group common stock, while code F indicates shares withheld and disposed of to satisfy tax withholding obligations related to the RSU vesting.