Expedia (NASDAQ: EXPE) CLO settles PSUs, withholds 18,613 shares for tax

Rhea-AI Filing Summary

Expedia Group, Inc. Chief Legal Officer and Secretary Robert J. Dzielak reported multiple equity award settlements and a related tax withholding on February 15, 2026. He exercised and settled performance stock units and restricted stock units into shares of common stock, including 42,192 shares from performance stock units that vested based on the company’s stock price performance.

Footnotes explain that the 2023 performance stock units were tied to the compound annual growth rate of Expedia’s stock over a period ending December 31, 2025 and vested at 200% of target, the maximum payout level. A separate transaction shows 18,613 shares of common stock withheld at a price of $212.67 per share to cover taxes due on restricted stock unit vesting, which is presented as a tax-withholding disposition rather than an open-market sale.

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)
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		42,192	A	$0.0000	124,315	D
Common Stock	02/15/2026		M		1,545	A	$0.0000	125,860	D
Common Stock	02/15/2026		M		1,422	A	$0.0000	127,282	D
Common Stock	02/15/2026		M		1,319	A	$0.0000	128,601	D
Common Stock	02/15/2026		M		717	A	$0.0000	129,318	D
Common Stock	02/15/2026		F(1)		18,613	D	$212.67	110,705	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			42,192	(2)	02/15/2026	Common Stock	42,192	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	02/15/2026		M			717	05/15/2022(3)	02/15/2026	Common Stock	717	$0.0000	0.0000	D
Restricted Stock Units	$0.0000	02/15/2026		M			1,319	05/15/2023(4)	02/15/2027	Common Stock	1,319	$0.0000	5,274	D
Restricted Stock Units	$0.0000	02/15/2026		M			1,422	05/15/2024(5)	02/15/2028	Common Stock	1,422	$0.0000	11,376	D
Restricted Stock Units	$0.0000	02/15/2026		M			1,545	05/15/2025(6)	02/15/2028	Common Stock	1,545	$0.0000	12,363	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-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.

4. 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.

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 (EXPE) report for Robert J. Dzielak?

Expedia reported that Chief Legal Officer Robert J. Dzielak settled performance stock units and restricted stock units into common stock on February 15, 2026, and had shares withheld to cover tax obligations related to these vesting equity awards.

How many Expedia (EXPE) performance stock units vested for Robert J. Dzielak?

The filing shows 42,192 shares of Expedia common stock issued from vested performance stock units granted in March 2023. These units vested based on stock price performance and settled at 200% of the original target award, which represents the maximum payout level.

What performance conditions applied to Robert J. Dzielak’s 2023 Expedia (EXPE) PSUs?

The 2023 performance stock units were tied to the compound annual growth rate of Expedia’s stock price over an approximately three-year period ending December 31, 2025. Based on actual performance, the award vested at 200% of the target number of units, the maximum level.

Why were 18,613 Expedia (EXPE) shares disposed of in this Form 4?

The Form 4 states that 18,613 shares of Expedia common stock were withheld at $212.67 per share to pay taxes due upon restricted stock unit vesting. This is characterized as a tax-withholding disposition, not an open-market share sale by the executive.

What is Robert J. Dzielak’s role at Expedia (EXPE) in this Form 4?

In this filing, Robert J. Dzielak is identified as Expedia Group’s Chief Legal Officer and Secretary. The reported transactions reflect his equity compensation activity, including vesting of performance stock units and restricted stock units and related share withholding for taxes.

How do Robert J. Dzielak’s restricted stock units at Expedia (EXPE) vest over time?

Footnotes describe quarterly vesting schedules where a fraction of restricted stock units vests on specific dates such as May 15, August 15, November 15, and February 15. These installments continue until each grant is fully vested according to its stated schedule through 2028.