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Expedia (EXPE) Chief Legal Officer exercises RSUs as 920 shares withheld for tax

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Expedia Group, Inc. Chief Legal Officer & Secretary Robert J. Dzielak exercised restricted stock units that delivered 2,304 shares of common stock. Following the transactions, he held 106,645 shares of common stock directly and 9,216 restricted stock units. As part of the vesting, 920 shares of common stock were withheld at $248.57 per share to cover tax obligations, which is recorded as a tax-withholding disposition rather than an open-market sale.

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Insider Dzielak Robert J
Role Chief Legal Officer & Sec'y
Type Security Shares Price Value
Exercise Restricted Stock Units 2,304 $0.00 --
Exercise Common Stock 2,304 $0.00 --
Tax Withholding Common Stock 920 $248.57 $229K
Holdings After Transaction: Restricted Stock Units — 9,216 shares (Direct); Common Stock — 107,565 shares (Direct)
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-sixth of the total number of restricted stock units ("RSUs") vests on the first vesting date and an additional one-sixth on the fifteenth day of the first month in each quarter thereafter until the RSUs are fully vested.
RSUs Exercised 2,304 shares Restricted stock units converted into common stock on April 15, 2026
Tax Withholding Shares 920 shares Shares withheld to cover taxes at $248.57 per share
Direct Common Shares After 106,645 shares Common stock directly owned after transactions
RSU Holdings After 9,216 units Restricted stock units remaining after the reported vesting and exercise
Tax Withholding Price $248.57 per share Value used for 920 shares withheld for tax obligations
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Exercise or conversion of derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
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.
restricted stock units ("RSUs") financial
"One-sixth of the total number of restricted stock units ("RSUs") vests on the first vesting date"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
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*
Dzielak Robert J
(Last)(First)(Middle)
C/O EXPEDIA GROUP, INC.
1111 EXPEDIA GROUP WAY W.
(Street)
SEATTLE WASHINGTON 98119
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer & Sec'y
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026		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 Stock04/15/2026M2,304A$0.0000107,565D
Common Stock04/15/2026F(1)920D$248.57106,645D
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$0.000004/15/2026M2,30401/15/2026(2)04/15/2027Common Stock2,304$0.00009,216D
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-sixth of the total number of restricted stock units ("RSUs") vests on the first vesting date and an additional one-sixth on the fifteenth day of the first month in each quarter thereafter until the RSUs are fully vested.
/s/ Michael S. Marron, Attorney-in-fact04/15/2026
** 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 did Expedia Group (EXPE) insider Robert J. Dzielak report on this Form 4?

Robert J. Dzielak reported exercising restricted stock units into 2,304 shares of Expedia Group common stock. The filing also shows a related tax-withholding event where 920 shares were withheld to satisfy taxes due upon vesting of those restricted stock units.

How many Expedia Group (EXPE) shares does Robert J. Dzielak hold after these transactions?

After the reported transactions, Robert J. Dzielak directly holds 106,645 shares of Expedia Group common stock. He also holds 9,216 restricted stock units, which represent additional potential shares that may vest over time according to the company’s vesting schedule.

Was there an open-market sale of Expedia Group (EXPE) stock in this Form 4?

No open-market sale is reported. The only disposition is 920 shares of common stock withheld at $248.57 per share to cover tax liabilities triggered by RSU vesting, which is classified as a tax-withholding disposition rather than a discretionary sale.

What type of securities did Robert J. Dzielak exercise in this Expedia Group (EXPE) filing?

He exercised restricted stock units that converted into 2,304 shares of Expedia Group common stock. These RSUs are equity awards that vest over time, delivering shares without a cash exercise price when vesting conditions are met under the company’s plan.

How do the restricted stock units for Expedia Group (EXPE) vest for Robert J. Dzielak?

The RSUs vest in six installments. One-sixth of the total units vests on the first vesting date, then an additional one-sixth vests on the fifteenth day of the first month in each subsequent quarter until all units are fully vested under the award’s schedule.