Dzielak Robert J 4

What Happened

• Robert J. Dzielak, Chief Legal Officer & Secretary of Expedia Group (EXPE), had restricted stock units (RSUs) convert into 5,837 shares on May 15, 2026 (reported on a Form 4 filed May 19, 2026). Of those, 2,332 shares were withheld to cover tax liabilities at $217.17 per share (total tax withholding value $506,440), leaving a net addition of 3,505 shares to his holdings.
• The filing records multiple "M" transactions (exercise/conversion of derivative) at $0.00 per share (typical for RSU vesting) and an "F" transaction representing shares withheld for taxes.

Key Details

• Transaction date: May 15, 2026; Form 4 filed: May 19, 2026 (timely — within two business days).
• Gross shares converted: 5,837 (broken into 1,552; 1,545; 1,422; 1,318). Shares withheld for taxes: 2,332 at $217.17 each (total $506,440). Net shares received: 3,505.
• Shares owned after the transaction: not disclosed in the filing.
• Footnotes: F1 indicates shares were withheld to pay taxes. Other footnotes in the filing describe the staggered RSU vesting schedules (one‑sixteenth or one‑twelfth vesting schedules for different grants).
• Transaction codes: M = exercise/conversion of derivative (RSU conversion here), F = payment of tax liability (share withholding).

Context

• This was RSU vesting rather than an open‑market buy or voluntary sale; the conversion price shows $0.00 because RSUs convert to shares without an exercise purchase price. The withholding of shares to satisfy taxes is a routine, administrative step and does not necessarily indicate a view on the company’s stock.
• For retail investors, purchases or net acquisitions by insiders can be more informative than routine vesting; here the filing shows a net gain of 3,505 shares to an executive’s holdings after standard tax withholding.