Expedia (EXPE) Officer Reports RSU Vesting and Tax-Withholding Sale

Rhea-AI Filing Summary

Insider transactions by Robert J. Dzielak, Chief Legal Officer and Secretary of Expedia Group (EXPE). On 08/15/2025 multiple restricted stock units (RSUs) vested and were converted into common stock, resulting in incremental increases in beneficial ownership across several tranches: +717, +1,319, +1,422 and +1,545 shares (all reported as acquisitions at $0.00). Following vesting, 1,999 shares were disposed of to satisfy tax withholding obligations at a reported price of $207.20 per share, reducing his total post-transaction beneficial ownership to 77,421 shares.

The filing lists the vesting schedules for each RSU grant and confirms the withholding disposition was solely for taxes. Transactions are routine equity-compensation events by an officer and are recorded under Section 16 reporting requirements.

Positive

• Detailed disclosure of RSU vesting dates and share counts provides transparency into officer compensation
• Vesting-related acquisitions increase reported beneficial ownership, showing alignment with long-term incentives

Negative

• Tax-withholding disposition of 1,999 shares at $207.20 reduced the officer's reported holdings
• No additional commentary in the filing about any intended future sales or trading plans

Insights

Financial Analyst

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

The Form 4 documents standard compensation-related activity: multiple RSU tranches vested on 08/15/2025 and converted into common stock at no cash price, and 1,999 shares were withheld/sold to cover taxes at $207.20 per share. The post-transaction beneficial ownership is 77,421 shares. These actions reflect personal tax liquidity needs rather than a directional bet on the stock and do not alter company capital structure.

Corporate Governance Expert

TL;DR: Compliance with Section 16 reporting for officer compensation; disclosure appears complete.

The filing identifies the reporting person, role (Chief Legal Officer & Secretary), and provides detailed vesting schedules for four RSU grants plus the tax-withholding disposition. The documentation includes dates, share counts, and the withholding price, satisfying disclosure norms for insider transactions. No unusual or unexplained transactions are present.

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^*

Dzielak Robert J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & Sec'y

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		1,545	A	$0.0000	75,962	D
Common Stock	08/15/2025		M		1,422	A	$0.0000	77,384	D
Common Stock	08/15/2025		M		1,319	A	$0.0000	78,703	D
Common Stock	08/15/2025		M		717	A	$0.0000	79,420	D
Common Stock	08/15/2025		F(1)		1,999	D	$207.2	77,421	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			717	05/15/2022(2)	02/15/2026	Common Stock	717	$0.0000	1,434	D
Restricted Stock Units	$0.0000	08/15/2025		M			1,319	05/15/2023(3)	02/15/2027	Common Stock	1,319	$0.0000	7,911	D
Restricted Stock Units	$0.0000	08/15/2025		M			1,422	05/15/2024(4)	02/15/2028	Common Stock	1,422	$0.0000	14,220	D
Restricted Stock Units	$0.0000	08/15/2025		M			1,545	05/15/2025(5)	02/15/2028	Common Stock	1,545	$0.0000	15,454	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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FAQ

What transactions did EXPE insider Robert J. Dzielak report on Form 4?

The filing reports RSU vesting on 08/15/2025 that resulted in acquisitions of 717, 1,319, 1,422, and 1,545 common shares and a tax-withholding disposition of 1,999 shares at $207.20 per share.

Why were 1,999 Expedia (EXPE) shares disposed of in this filing?

The 1,999 shares were disposed of to satisfy tax withholding obligations arising from the vesting of restricted stock units.

What is Robert J. Dzielak’s role at Expedia and how many shares does he beneficially own after the transactions?

He is listed as Chief Legal Officer & Secretary, and the filing reports 77,421 shares beneficially owned following the transactions.

Were the acquired shares purchased with cash?

No. The RSU-related acquisitions are reported at a price of $0.00, reflecting vesting of restricted stock units converting into common stock.

Do these transactions indicate a trading plan or unusual insider activity?

The Form 4 discloses standard vesting and a tax-withholding sale; it does not report any separate trading plan or other unusual transactions.