Expedia Group SEC Filings

Expedia Group is asking stockholders to vote at its virtual 2026 Annual Meeting on June 17, 2026. Investors will elect 11 directors, cast an advisory “say‑on‑pay” vote on 2025 executive compensation, and ratify Ernst & Young LLP as independent auditor for 2026.

Holders of common stock get one vote per share and holders of Class B common stock get ten votes per share, with 114,498,625 common shares and 5,523,452 Class B shares outstanding as of April 20, 2026. The board has 11 members, seven of whom are independent, and key committees (Audit, Compensation, Nominating) are fully independent. The proxy also discusses a CFO transition, director pay and stock ownership guidelines, audit fees, and how to vote or change votes via internet, phone, mail, or during the meeting.

Expedia Group Inc: Vanguard Portfolio Management reports beneficial ownership of 5,945,400 shares (5.08%) as of 03/31/2026.

The filing states Vanguard Portfolio Management has sole dispositive power over 5,945,400 shares and sole voting power over 31,487 shares, reflecting holdings held on behalf of Vanguard funds and managed accounts per the Schedule 13G disclosure.

Expedia Group is changing its finance leadership. Scott Schenkel will step down as Chief Financial Officer effective May 11, 2026, and Derek Andersen, formerly CFO of Snap Inc., will take over the role. The company states Schenkel’s departure is not due to any disagreement on operations, policies, or accounting.

Under his at-will employment agreement, Andersen will receive a $1,000,000 annual base salary, a $2,500,000 cash signing bonus paid in installments, and relocation support including up to 13 months of $30,000 monthly housing allowance and up to $325,000 of home sale assistance. On the effective date, he will receive Expedia Group restricted stock units valued at $17,000,000 that vest in scheduled installments through February 2029, and he will be eligible for annual equity awards targeted at $10,000,000. If he is terminated without cause or resigns for good reason, he is entitled to 12 months of salary continuation, acceleration of equity that would vest in the following 12 months, COBRA-related payments, and any unpaid signing bonus.

Expedia Group, Inc. Chief Legal Officer & Secretary Robert J. Dzielak exercised restricted stock units that delivered 2,304 shares of common stock. Following the transactions, he held 106,645 shares of common stock directly and 9,216 restricted stock units. As part of the vesting, 920 shares of common stock were withheld at $248.57 per share to cover tax obligations, which is recorded as a tax-withholding disposition rather than an open-market sale.

Expedia Group, Inc. completed a $1,000,000,000 offering of 5.500% senior unsecured notes due April 15, 2036. The company received approximately $986 million in net proceeds after underwriting discounts and expenses.

The notes pay interest semi-annually on April 15 and October 15, starting October 15, 2026. Expedia plans to use the proceeds for general corporate purposes, including paying down or repurchasing debt, dividends, stock buybacks, and funding working capital, capital spending and acquisitions. The notes can be redeemed early, subject to a make-whole premium before January 15, 2036 or at par thereafter, and must be repurchased at 101% upon certain change of control events.

Expedia Group, Inc. is offering $1,000,000,000 aggregate principal amount of 5.500% Senior Notes due 2036. The notes pay interest semiannually on April 15 and October 15, beginning October 15, 2026, and mature April 15, 2036. They are senior unsecured obligations, unguaranteed by subsidiaries and effectively subordinated to secured debt and subsidiary liabilities.

The offering price is 99.384% of par, with estimated net proceeds of approximately $986 million. Proceeds are for general corporate purposes, including debt repayment, dividends, stock repurchases, working capital, capital expenditures and acquisitions. The indenture includes customary covenants, an optional redemption feature, and a Change of Control Triggering Event that could permit holders to require repurchase at 101% of principal if a Ratings Event accompanies a change of control.

Expedia Group, Inc. is offering a new series of senior unsecured notes due in 20__, with an aggregate principal amount and interest rate to be specified in the final prospectus supplement. The notes will be senior unsecured and rank equally with Expedia’s existing unsecured indebtedness and will be effectively subordinated to any secured debt and to liabilities of its subsidiaries.

The company entered into a $2.5 billion revolving credit facility on March 27, 2026 (no loans outstanding as of April 1, 2026 and approximately $42 million of undrawn standby letters of credit). Net proceeds are intended for general corporate purposes including debt repayment, dividends, stock repurchases, working capital and acquisitions.

Expedia Group director Alexander Von Furstenberg received 3.213 stock units as a grant under the company’s Non-Employee Director Deferred Compensation Plan. These stock units were accrued in connection with a dividend paid during the quarter ended March 31, 2026 and are convertible into common stock on a 1-for-1 basis.

After this award, Von Furstenberg holds a total of 1,561.811 stock units directly. The units will be settled in Expedia Group common stock after his termination of service as a director, making this a routine, compensation-related, non-cash acquisition rather than an open-market purchase.

Menendez-Cambo Patricia reported acquisition or exercise transactions in this Form 4 filing.

Expedia Group director Patricia Menendez-Cambo received a grant of 74.286 stock units on April 1, 2026, recorded at a price of $0.00 per unit as a compensation award. These stock units are convertible into common stock on a 1-for-1 basis.

The award consists of 70.380 stock units accrued under Expedia’s Non-Employee Director Deferred Compensation Plan in lieu of cash fees for the quarter ended March 31, 2026, plus 3.906 stock units accrued as dividend equivalents. Following this grant, she holds 1,969.204 stock units directly under the plan, to be settled in shares after her service as director ends.