Expedia Group, Inc.·4

May 19, 5:02 PM ET

Diller Barry 4

4 · Expedia Group, Inc. · Filed May 19, 2026

Research Summary

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Expedia (EXPE) Chairman Barry Diller Exercises RSUs and Withholds Shares

What Happened
Barry Diller, Chairman and Senior Executive of Expedia Group (EXPE), had multiple restricted stock units (RSUs) vest and convert to common stock on May 15, 2026. A total of 8,185 shares were issued on conversion (3,941 + 1,601 + 1,473 + 1,170). To cover taxes, 4,529 of those shares were withheld (paid) at $217.17 per share, generating approximately $983,563 in proceeds. After the withholding, Diller received a net increase of 3,656 shares (8,185 issued minus 4,529 withheld). The Form 4 was filed on May 19, 2026.

Key Details

  • Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (filed within the two-business-day SEC window).
  • Conversion price: $0.00 per share for the RSU settlement (derivative conversion code M).
  • Withheld shares: 4,529 shares @ $217.17 = $983,563 (code F — tax withholding).
  • Total shares issued on conversion: 8,185; net shares added to holdings: 3,656.
  • Shares owned after transaction: not specified in the supplied filing details.
  • Relevant footnotes: F1 indicates shares were withheld to pay taxes. F2–F5 describe the original RSU vesting schedules (various grant schedules and quarterly vesting dates).
  • No open-market sale by the insider beyond the tax-withholding net settlement.

Context
Code M reports a conversion/exercise of a derivative (here, RSUs converting to common stock). The withheld 4,529 shares to satisfy tax liabilities represent a routine net settlement (not an open-market sale for investment reasons). Such withholding is common on RSU vesting and does not necessarily signal insider buying or selling intent beyond meeting tax obligations.

Insider Transaction Report

Form 4
Period: 2026-05-15
Diller Barry
DirectorChairman & Sr. Executive
Transactions
  • Exercise/Conversion

    Common Stock

    2026-05-15+3,941158,681 total
  • Exercise/Conversion

    Common Stock

    2026-05-15+1,601160,282 total
  • Exercise/Conversion

    Common Stock

    2026-05-15+1,473161,755 total
  • Exercise/Conversion

    Common Stock

    2026-05-15+1,170162,925 total
  • Tax Payment

    Common Stock

    [F1]
    2026-05-15$217.17/sh4,529$983,563158,396 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2]
    2026-05-153,94111,821 total
    Exercise: $0.00From: 2023-05-15Exp: 2027-02-15Common Stock (3,941 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3]
    2026-05-151,47310,311 total
    Exercise: $0.00From: 2024-05-15Exp: 2028-02-15Common Stock (1,473 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F4]
    2026-05-151,60111,206 total
    Exercise: $0.00From: 2025-05-15Exp: 2028-02-15Common Stock (1,601 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F5]
    2026-05-151,17012,875 total
    Exercise: $0.00From: 2026-05-15Exp: 2029-02-15Common Stock (1,170 underlying)
Footnotes (5)
  • [F1]Represents shares of Expedia Group, Inc. Common Stock withheld for payment of taxes due in connection with the vesting of restricted stock units.
  • [F2]Date at which first vesting occurs is indicated. One-sixteenth of the total number of restricted stock units vests on May 15, 2023 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.
  • [F3]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.
  • [F4]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.
  • [F5]Date at which first vesting occurs is indicated. One-twelfth (1/12th) of the total RSUs vests on May 15, 2026, 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, 2029.
Signature
/s/ Michael S. Marron, Attorney-in-fact|2026-05-19

Documents

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