EXPE Form 4: Barry Diller RSU Vestings and 5,121-Share Tax Withholding

Barry Diller, listed as Chairman & Sr.

Rhea-AI Filing Summary

Barry Diller, listed as Chairman & Sr. Executive and director of Expedia Group, reported multiple restricted stock unit vestings on 08/15/2025 that resulted in the acquisition of common stock. The Form 4 shows vesting-related acquisitions of 3,941, 2,242, 1,601 and 1,473 shares (totaling 9,257 shares) recorded with transaction code M. The filing also discloses a withholding/sale of 5,121 shares to cover taxes at a price of $207.20 per share (transaction code F). The form was signed by an attorney-in-fact on behalf of the reporting person on 08/19/2025.

Positive

• 9,257 shares acquired through RSU vesting on 08/15/2025, indicating receipt of earned equity compensation
• Transactions are coded and disclosed with vesting schedules and an attorney-in-fact signature, showing regulatory compliance

Negative

• 5,121 shares were withheld/sold to cover taxes at $207.20 per share, reducing net shareholding
• Form shows insider is both director and officer, which may concentrate decision-making influence (disclosed fact)

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting with tax-withholding sale; limited market impact.

The filing documents standard equity compensation activity rather than a discretionary open-market sale. A total of 9,257 shares were acquired through RSU vesting on 08/15/2025, while 5,121 shares were withheld/sold to satisfy taxes at $207.20 per share. Such transactions are typical for senior executives converting vested awards to net shares and generally do not reflect a change in view of the company absent larger, contemporaneous open-market transactions.

Corporate Governance Expert

TL;DR: Disclosure aligns with expected reporting for vested RSUs and tax withholding; governance procedures followed.

The Form 4 identifies the reporting person as both a director and officer and discloses multiple RSU vestings with listed vesting schedules. The presence of an attorney-in-fact signature is disclosed. Transactions are coded appropriately (M for acquiring vested RSUs; F for shares withheld for taxes), indicating compliance with Section 16 reporting norms. No unexplained transfers or atypical derivative exercises are shown.

Insider Trade Summary

9,257 shares exercised/converted

Exercise 9 txns

Insider Diller Barry

Role Chairman & Sr. Executive

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,242	$0.00	$0.00
Exercise	Restricted Stock Units	3,941	$0.00	$0.00
Exercise	Restricted Stock Units	1,473	$0.00	$0.00
Exercise	Restricted Stock Units	1,601	$0.00	$0.00
Exercise	Common Stock	3,941	$0.00	$0.00
Exercise	Common Stock	2,242	$0.00	$0.00
Exercise	Common Stock	1,601	$0.00	$0.00
Exercise	Common Stock	1,473	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	5,121	$207.20	$1.06M

Holdings After Transaction: Restricted Stock Units — 58,865 contracts (Direct); Common Stock — 145,795 shares (Direct)

Footnotes (5)

1. F1. Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units.
2. F2. 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.
3. F3. 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.
4. F4. 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.
5. F5. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did Barry Diller report on Form 4 for EXPE?

The Form 4 reports RSU vestings on 08/15/2025 resulting in acquisitions of 9,257 shares and a tax-withholding disposal of 5,121 shares at $207.20 per share.

How many shares were acquired through RSU vesting in this filing?

The filing lists vesting acquisitions of 3,941, 2,242, 1,601 and 1,473 shares, totaling 9,257 shares.

What was the price for the shares withheld for taxes?

Shares withheld/sold for taxes were reported at a price of $207.20 per share for 5,121 shares.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Michael S. Marron, Attorney-in-fact on 08/19/2025.

What roles does the reporting person hold at Expedia Group?

The reporting person is listed as a Director and as an Officer with the title Chairman & Sr. Executive.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 08/19/2025 - 04:18 PM Learn about SEC filing dates

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

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^*

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)
08/15/2025

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	08/15/2025		M		3,941	A	$0.0000	145,600	D
Common Stock	08/15/2025		M		2,242	A	$0.0000	147,842	D
Common Stock	08/15/2025		M		1,601	A	$0.0000	149,443	D
Common Stock	08/15/2025		M		1,473	A	$0.0000	150,916	D
Common Stock	08/15/2025		F(1)		5,121	D	$207.2	145,795	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	08/15/2025		M			2,242	05/15/2022(2)	02/15/2026	Common Stock	2,242	$0.0000	4,484	D
Restricted Stock Units	$0.0000	08/15/2025		M			3,941	05/15/2023(3)	02/15/2027	Common Stock	3,941	$0.0000	23,642	D
Restricted Stock Units	$0.0000	08/15/2025		M			1,473	05/15/2024(4)	02/15/2028	Common Stock	1,473	$0.0000	14,730	D
Restricted Stock Units	$0.0000	08/15/2025		M			1,601	05/15/2025(5)	02/15/2028	Common Stock	1,601	$0.0000	16,009	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-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.

3. 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.

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 quarter thereafter 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	08/19/2025
	** 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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