Dzielak Robert J 4

What Happened
Robert J. Dzielak, Chief Legal Officer and Secretary of Expedia Group (EXPE), had a mix of performance stock units (PSUs) and restricted stock units (RSUs) convert/vest on Feb 15, 2026, totaling 47,195 shares. Of those, 18,613 shares were withheld to cover tax obligations (payment valued at $3,958,427 at $212.67 per share). The remaining ~28,582 shares were delivered to him after tax withholding. The filings show the exercises/conversions recorded with code M (exercise/conversion) and the tax withholding recorded with code F.

Key Details

• Transaction date: February 15, 2026; Form 4 filed February 18, 2026. (No late-filing flag shown in the provided extract.)
• Shares converted/vested: 47,195 total (42,192; 1,545; 1,422; 1,319; 717 in separate grant lots per the filing).
• Tax withholding: 18,613 shares withheld at $212.67 each = $3,958,427 (code F).
• Net shares delivered to insider: ~28,582 shares (47,195 − 18,613).
• Footnotes: F2 indicates the 2023 PSUs settled at 200% of target (maximum payout). F1 notes the withheld shares represent payment of taxes due on vesting. F3–F6 describe RSU vesting schedules for various grants.
• Transaction codes: M = exercise/conversion of derivative awards; F = shares withheld for tax liability.
• Shares owned after transaction: not specified in the supplied excerpt.

Context

• This was not an open-market sale—shares were withheld to satisfy tax liabilities related to vesting (a routine, non-bearish administrative action often called a cashless settlement/withholding).
• The 2023 PSUs hit the maximum payout (200% of target), which drove a large portion of the vested shares.
• For retail investors, note that withholding for taxes does not imply an insider is selling shares for liquidity or expressing a view on the stock; it’s a standard method to cover tax obligations on vested awards.