Barry Diller entities gift Expedia (EXPE) Class B shares in Form 4

Rhea-AI Filing Summary

Expedia Group, Inc. chairman and senior executive Barry Diller reported two indirect bona fide gifts of Class B common stock on March 4, 2026.

Grantor annuity trusts and a family trust associated with him each transferred 788,799 Class B shares, while still holding 3,202,671 and 1,881,229 shares, respectively. These Class B shares carry ten votes each and are convertible one-for-one into common stock.

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^*

Diller Barry

(Last) (First) (Middle)

C/O IAC INC.

555 WEST 18TH STREET

(Street)

NEW YORK NY 10011

(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)
	Chairman & Sr. Executive

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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

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
Class B Common Stock	$0.0000	03/04/2026		G			788,799	(1)	(1)	Common Stock	788,799	$0.0000	3,202,671	I	By GRAT(2)
Class B Common Stock	$0.0000	03/04/2026		G	V	788,799		(1)	(1)	Common Stock	788,799	$0.0000	1,881,229	I	By Trust(3)

Explanation of Responses:

1. Shares of Expedia Group Class B common stock are convertible at the option of the reporting person on a one-for-one basis into shares of Expedia Group common stock at any time and do not have an expiration date. Each share of Expedia Group Class B common stock is entitled to ten votes per share and each share of Expedia Group common stock is entitled to one vote per share.

2. Reflects shares held by grantor annuity trusts.

3. Reflects shares held by a trust for the benefit of the reporting person's family.

	/s/ Michael S. Marron, Attorney-in-fact	03/06/2026
	** 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.

FAQ

What did Barry Diller-related entities report in this Expedia (EXPE) Form 4?

Entities associated with Barry Diller reported two bona fide gifts of Expedia Class B common stock, each involving 788,799 shares. The transfers were made by a grantor annuity trust and a family trust, and were recorded as indirect dispositions rather than open-market sales.

Were the Expedia (EXPE) transactions by Barry Diller entities sales or gifts?

The transactions were reported as bona fide gifts, not sales, of Expedia Class B common stock. Both entries used transaction code G, indicating gifts, with zero price per share and were described as gift transfers rather than compensation or market transactions.

How many Expedia Class B shares did each Diller-related trust transfer?

Each Diller-related entity transferred 788,799 Expedia Class B shares. One transaction reflects shares held by grantor annuity trusts, and the other reflects shares held by a trust for the benefit of Barry Diller’s family, both reported as indirect ownership positions.

How many Expedia Class B shares remain after these reported gifts?

After the reported gifts, the grantor annuity trusts hold 3,202,671 Expedia Class B shares, while the family trust holds 1,881,229 shares. These figures represent the indirect holdings following the transfers and show that substantial Class B positions remain with the related entities.

What special rights do Expedia (EXPE) Class B common shares have?

Expedia Class B common shares are convertible one-for-one into Expedia common stock at any time. Each Class B share carries ten votes, compared with one vote per share for regular common stock, giving holders significantly higher voting power per share than standard common shareholders.

How is ownership of the Expedia Class B shares structured for Barry Diller?

The Form 4 shows indirect ownership, with Class B shares held by grantor annuity trusts and a family trust. These entities are associated with Barry Diller, who serves as chairman and senior executive, and the filing attributes the reported gift transfers to those trusts rather than direct personal holdings.