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EXPE Form 4: CEO Gorin Vesting 13,174 Shares, 5,371 Withheld for Taxes

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.

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

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

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.

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.

Insider Gorin Ariane
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 717 $0.00 $0.00
Exercise Restricted Stock Units 1,697 $0.00 $0.00
Exercise Restricted Stock Units 5,156 $0.00 $0.00
Exercise Restricted Stock Units 5,604 $0.00 $0.00
Exercise Common Stock 5,604 $0.00 $0.00
Exercise Common Stock 5,156 $0.00 $0.00
Exercise Common Stock 1,697 $0.00 $0.00
Exercise Common Stock 717 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 5,371 $207.20 $1.11M
Holdings After Transaction: Restricted Stock Units — 119,217 contracts (Direct); Common Stock — 89,080 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-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. F3. 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. 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 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.

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*
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.
* 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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