Expedia Group (EXPE) CEO Gorin settles PSUs, withholds shares for taxes

Rhea-AI Filing Summary

Expedia Group, Inc. director and Chief Executive Officer Ariane Gorin reported multiple equity award transactions dated February 15, 2026. Performance Stock Units originally granted in March 2023 settled into 54,316 shares of common stock after meeting performance conditions.

The filing also shows several Restricted Stock Unit vestings and related conversions into common stock at no exercise price. Based on actual performance, the 2023 PSUs vested at 200% of the target number, representing the maximum payout level.

To cover taxes due on vesting, 28,157 shares of common stock were withheld in a tax-withholding disposition at $212.67 per share. After these transactions, Gorin directly owned 135,574 shares of Expedia common stock.

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)
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		54,316	A	$0.0000	150,556	D
Common Stock	02/15/2026		M		5,604	A	$0.0000	156,160	D
Common Stock	02/15/2026		M		5,157	A	$0.0000	161,317	D
Common Stock	02/15/2026		M		1,697	A	$0.0000	163,014	D
Common Stock	02/15/2026		M		717	A	$0.0000	163,731	D
Common Stock	02/15/2026		F(1)		28,157	D	$212.67	135,574	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			54,316	(2)	02/15/2026	Common Stock	54,316	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	02/15/2026		M			717	02/15/2024(3)	02/15/2026	Common Stock	717	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	02/15/2026		M			1,697	02/15/2024(4)	02/15/2027	Common Stock	1,697	$0.0000	6,790	D
Restricted Stock Units	$0.0000	02/15/2026		M			5,157	05/15/2024(5)	02/15/2028	Common Stock	5,157	$0.0000	41,250	D
Restricted Stock Units	$0.0000	02/15/2026		M			5,604	05/15/2025(6)	02/15/2028	Common Stock	5,604	$0.0000	44,828	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-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.

4. 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.

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 insider transactions did Expedia Group (EXPE) CEO Ariane Gorin report?

Ariane Gorin reported settlement of Performance Stock Units into 54,316 Expedia shares and multiple Restricted Stock Unit vestings on February 15, 2026. She also had 28,157 shares withheld to cover taxes, leaving her with 135,574 directly owned Expedia common shares after the transactions.

How did the 2023 Performance Stock Units vest for Expedia Group (EXPE) CEO?

The 2023 Performance Stock Units for Expedia’s CEO vested at 200% of the target number, the maximum payout level. Vesting was based on the compound annual growth rate of Expedia’s stock price over a performance period ending December 31, 2025, resulting in 54,316 shares of common stock.

Why were 28,157 Expedia (EXPE) shares disposed of in Ariane Gorin’s Form 4?

The 28,157 Expedia shares were withheld to pay taxes due on vesting of restricted stock units, according to the filing footnotes. This tax-withholding disposition used shares instead of cash and does not represent an open-market sale by CEO Ariane Gorin.

How many Expedia Group (EXPE) shares does CEO Ariane Gorin own after these transactions?

Following the February 15, 2026 transactions, Ariane Gorin directly owned 135,574 shares of Expedia common stock. This figure reflects conversions from Performance and Restricted Stock Units and the tax-related withholding of 28,157 shares to satisfy vesting-related tax obligations.

What types of equity awards were involved in the latest Expedia (EXPE) CEO Form 4?

The Form 4 shows settlement of Performance Stock Units and vesting of several Restricted Stock Unit grants, all converting into Expedia common stock. These awards carried no cash exercise price, and a portion of the resulting shares was withheld to cover associated tax liabilities.