Expedia CEO RSUs Vest; 5,371 Shares Withheld at $207.20

Rhea-AI Filing Summary

Ariane Gorin, Chief Executive Officer and Director of Expedia Group (EXPE), reported a series of stock transactions related to vested restricted stock units and withheld shares for taxes. The filing shows 13,174 shares acquired through vesting events executed on 08/15/2025 and related vesting schedules that began in 2024 and continue through 2028. The report also shows 5,371 shares disposed to satisfy tax withholding at a reported per-share value of $207.20, leaving reported beneficial ownership of 89,080 shares of common stock following the withholding. The disclosure lists the vesting cadence for multiple RSU grants, including quarterly vesting schedules and staggered multi-year vesting terms.

Positive

• Insider alignment: CEO received 13,174 shares via RSU vesting, reinforcing equity-based compensation alignment with shareholders
• Staggered vesting: Multi-year vesting schedules extend incentives through 2028, supporting executive retention

Negative

• Share withholding for taxes: 5,371 shares were disposed to satisfy tax obligations, reducing the CEO's reported holdings
• Reported per-share value for withholding: Tax withholding occurred at a stated value of $207.20, which may reflect a high notional tax cost

Insights

Corporate Governance Expert

TL;DR: CEO Gorin received scheduled RSU vesting across multiple grants and shares were withheld to cover taxes, a routine executive compensation event.

The transactions reflect scheduled vesting of restricted stock units rather than open-market purchases or discretionary sales. Multiple grants with different vesting schedules began vesting in 2024 and continue through 2028, indicating standard multi-year equity incentives tied to retention and performance. The tax-withholding disposition reduced reported direct holdings from the aggregate post-vesting total to 89,080 shares. These filings are routine and consistent with compensation plans; they do not in themselves signal a change in corporate strategy or control.

Compensation Analyst

TL;DR: The pattern shows continued executive equity compensation realization with staged vesting; tax-withholding is customary and material only to share count.

Aggregate RSU vestings on 08/15/2025 generated 13,174 newly vested shares across four grant schedules. The withholding of 5,371 shares at a stated value of $207.20 aligns with standard gross-up or net-settlement procedures for tax obligations. For investors assessing dilution or insider alignment, the important metrics are the net increase in outstanding insider-held shares and the multi-year vesting timelines that maintain future retention incentives through 2028.

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)
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		5,604	A	$0.0000	86,881	D
Common Stock	08/15/2025		M		5,156	A	$0.0000	92,037	D
Common Stock	08/15/2025		M		1,697	A	$0.0000	93,734	D
Common Stock	08/15/2025		M		717	A	$0.0000	94,451	D
Common Stock	08/15/2025		F(1)		5,371	D	$207.2	89,080	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	02/15/2024(2)	02/15/2026	Common Stock	717	$0.0000	1,434	D
Restricted Stock Units	$0.0000	08/15/2025		M			1,697	02/15/2024(3)	02/15/2027	Common Stock	1,697	$0.0000	10,185	D
Restricted Stock Units	$0.0000	08/15/2025		M			5,156	05/15/2024(4)	02/15/2028	Common Stock	5,156	$0.0000	51,563	D
Restricted Stock Units	$0.0000	08/15/2025		M			5,604	05/15/2025(5)	02/15/2028	Common Stock	5,604	$0.0000	56,035	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-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.

3. 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.

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 CEO Ariane Gorin report on the Form 4?

The filing reports 13,174 shares acquired through RSU vesting and 5,371 shares disposed to satisfy taxes, all reported as of 08/15/2025.

How many shares does Ariane Gorin beneficially own after these transactions?

The report lists total beneficial ownership of 89,080 shares of Expedia Group common stock following the tax-withholding disposition.

At what value were shares withheld for taxes in the Form 4?

The shares withheld for taxes were reported with a per-share value of $207.20.

What are the vesting schedules disclosed in the Form 4?

The filing discloses multiple RSU grants with staggered vesting: one-ninth and one-thirteenth periodic vesting beginning 02/15/2024, one-sixteenth beginning 05/15/2024, and one-twelfth with quarterly vesting beginning 05/15/2025 through 02/15/2028.

Do these transactions indicate open-market purchases or discretionary sales?

No. The transactions reflect vesting of restricted stock units and a tax-withholding disposition, not open-market purchases or voluntary sales.