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EXPE Form 4: Chief Legal Officer RSUs Vest; 1,999 Shares Withheld at $207

Insider transactions by Robert J. Dzielak, Chief Legal Officer and Secretary of Expedia Group (EXPE).

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

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

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.

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.

Insider Dzielak Robert J
Role Chief Legal Officer & Sec'y
Type Security Shares Price Value
Exercise Restricted Stock Units 717 $0.00 $0.00
Exercise Restricted Stock Units 1,319 $0.00 $0.00
Exercise Restricted Stock Units 1,422 $0.00 $0.00
Exercise Restricted Stock Units 1,545 $0.00 $0.00
Exercise Common Stock 1,545 $0.00 $0.00
Exercise Common Stock 1,422 $0.00 $0.00
Exercise Common Stock 1,319 $0.00 $0.00
Exercise Common Stock 717 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,999 $207.20 $414K
Holdings After Transaction: Restricted Stock Units — 39,019 contracts (Direct); Common Stock — 77,421 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 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.

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

Form 4 Insider Transactions: What Each Field Means →
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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*
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.
* 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.

Source: View Original Filing on SEC EDGAR

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