DEF 14A of Expedia Group, Inc., Apr 29, 2026

DEF 14A of Expedia Group, Inc.

Filed Apr 29, 2026 · FY20250001324424-26-000022

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors The Board of Directors, based on recommendations from the Compensation Committee, has primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide the competitive compensation necessary to attract and retain high quality non-employee directors, and to encourage ownership of Company stock to further align directors’ interests with those of our stockholders. Expedia Group employees do not receive compensation for serving as a Board member. Each non-employee director of Expedia Group who served on the Board during 2025 was entitled to receive the following compensation: •an annual retainer of $45,000, paid in equal quarterly installments; •a grant of RSUs with a value of $250,000 (based on the closing price of Expedia Group’s common stock on the Nasdaq Stock Market on the day before the grant), upon such director’s initial election to office or at the time such director first became eligible to receive compensation for service as a director, and annually thereafter on June 1, with such RSUs to vest in three equal installments commencing on the first anniversary of the grant date. In the event of a change in control as defined in the Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan (the “Expedia Group 2005 Plan”), the RSUs shall vest automatically in full as set forth in the “Form of Expedia Group, Inc. 2020 Restricted Stock Unit Agreement (Directors)” included as an exhibit to the Company's most recent Annual Report on Form 10-K. •an annual retainer of $20,000 for each member of the Audit Committee (including the Chair), $15,000 for each member of the Compensation Committee (including the Chair) and $17,500 for each member of the Nominating Committee (including the Chair); and •a supplemental annual retainer of $15,000 for the Chair of the Audit Committee and $15,000 for the Chair of the Compensation Committee. Expedia Group reimburses directors for all reasonable expenses incurred to attend Board and committee meetings.

  3. 2025 Director Compensation

    2025 Director Compensation As employee directors, Mr. Diller and Ms. Gorin did not receive compensation for their service as directors during 2025. The following table provides summary information regarding the compensation received by our non-employee directors for their Board service during 2025.

  4. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Beverly Anderson(4) | 60,000 | 249,958 | — | 309,958 | | M. Moina Banerjee(5) | 80,000 | 249,958 | — | 329,958 | | Chelsea Clinton(6)(*)(†) | 92,500 | 249,958 | — | 342,458 | | Henrique Dubugras | 45,000 | 249,958 | — | 294,958 | | Craig Jacobson(7) | 97,500 | 249,958 | — | 347,458 | | Dara Khosrowshahi(*)(†) | 45,000 | 249,958 | — | 294,958 | | Patricia Menendez Cambo(8)(*)(†) | 65,000 | 249,958 | — | 314,958 | | Alex von Furstenberg(†) | 45,000 | 249,958 | — | 294,958 | | Alexandr Wang | 45,000 | 249,958 | — | 294,958 |

  5. 2025 Director Compensation

    (1)This column reports the amount of cash compensation earned in 2025 for Board and committee service, including amounts deferred at the director’s election. (2)Reflects aggregate grant date fair value of awards granted in the year indicated, computed in accordance with FASB ASC Topic 718, and in accordance with the assumptions described in the “Stock-Based Compensation” section of “Note 2 - Significant Accounting Policies” in the notes to consolidated financial statements in the Company’s most recent Annual Report on Form 10-K. The grant date fair value of awards reflects an estimate as of the grant date and may not correspond to the actual value that will be recognized by the directors. Stock awards consist of RSUs valued using the closing price of Expedia Group common stock on the Nasdaq Stock Market on the trading day immediately preceding the grant date. (3)Non-employee directors who served on the Board through December 31, 2025 had the following outstanding RSU awards as of such date: Ms. Anderson, 3,847 RSUs; Ms. Banerjee, 3,847 RSUs; Ms. Clinton, 3,847 RSUs; Mr. Dubugras, 3,847 RSUs; Mr. Jacobson, 3,847 RSUs; Mr. Khosrowshahi, 3,847 RSUs; Ms. Menendez Cambo, 3,847 RSUs; Mr. von Furstenberg, 3,847 RSUs; and Mr. Wang, 3,847 RSUs. (4)Ms. Anderson was a member of the Compensation Committee during 2025. (5)Ms. Banerjee was Chair of the Audit Committee during 2025. (6)Ms. Clinton was Chair of the Compensation Committee and a member of the Nominating Committee during 2025. (7)Mr. Jacobson was Chair of the Nominating Committee and a member of the Audit Committee and Compensation Committee during 2025. (8)Ms. Menendez Cambo was a member of the Audit Committee during 2025. (*) Mr. Khosrowshahi and Ms. Menendez Cambo elected to defer 100% of their 2025 director fees toward share units and Ms. Clinton elected to defer 50% of her 2025 director fees toward share units pursuant to the Director Deferred Compensation Plan. (†) Based on 2025 and prior year deferrals, at December 31, 2025, our non-employee directors had the following deferred share unit balances: Ms. Clinton held 2,786.27 share units; Mr. Khosrowshahi held 2,011.07 share units; Ms. Menendez Cambo held 1,834.95 share units; and Mr. von Furstenberg held 1,556.38 share units.

  6. 2025 Director Compensation

    | Expedia Group | 12 | 2026 Proxy Statement |

  7. 2025 Director Compensation

    | Table of Contents | Corporate Governance and Board of Directors | |

  8. Election of Directors

    Election of Directors

  9. Board of Director Nominees

    Board of Director Nominees At the 2026 Annual Meeting, a board of 11 directors will be elected to hold office for a term ending on the date of the next annual meeting of stockholders or until each such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s death, removal or resignation). All of the nominees were elected as directors by stockholders at the 2025 annual meeting of stockholders and are being presented for re-election at the 2026 Annual Meeting. The directors below are recommended by the Nominating Committee and nominated by the Board of Directors to be elected as directors at the 2026 Annual Meeting. Each of the nominees has consented to being named in this proxy statement and to serve as a director if elected. Expedia Group’s amended and restated certificate of incorporation provides that the holders of the Company’s common stock, acting as a single class, are entitled to elect a number of directors equal to 25% of the total number of directors, rounded up to the next whole number of directors, which is currently three directors. The Board has designated Ms. Banerjee, Ms. Menendez Cambo, and Mr. Dubugras as nominees for the positions on the Board to be elected at the 2026 Annual Meeting by the holders of Expedia Group common stock, voting as a separate class (together, the “Common Stock Nominees”), and Ms. Anderson, Ms. Clinton, Mr. Diller, Ms. Gorin, Mr. Jacobson, Mr. Khosrowshahi, Mr. von Furstenberg, and Mr. Wang as nominees for the positions on the Board to be elected at the 2026 Annual Meeting by the holders of Expedia Group common stock and Class B common stock, voting together as a single class (the “Combined Stock Nominees”). Although management does not anticipate that any of the nominees named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute nominee designated by the Board.

  10. Board of Director Nominees

    | Our Board of Directors unanimously recommends that you vote "FOR" the election of each of these director nominees. |

  11. Board of Director Nominees

    | Expedia Group | 14 | 2026 Proxy Statement |

  12. Board of Director Nominees

    | Table of Contents | Proposal 1 | |

  13. Board Composition

    Board Composition The Board believes that it is essential for its membership to represent a wide range of perspectives, skills and experiences, in order to achieve the best outcomes. The matrix below highlights the mix of skills, experience, and expertise that, among other factors, led the Board and the Nominating Committee to recommend these nominees for election to the Board. Our nominees represent a broad range of backgrounds and experience, and each nominee possesses numerous other competencies not identified below. The matrix is intended to depict notable areas of focus for each nominee and not having a mark does not mean that a particular nominee does not possess that qualification or skill.

  14. Board Composition

    | Director | Public Company Board Experience | Financial Expertise | Global Business, International Experience | Innovation, Technology, Information Security Experience | Travel Industry Experience | Culture & Human Capital Management Experience | Legal, Public Policy, Risk Management Experience | Senior Executive Leadership Experience | Brand, Marketing Experience | | Beverly Anderson | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | M. Moina Banerjee | | ✓ | | | | ✓ | | ✓ | | | Chelsea Clinton | ✓ | | ✓ | | | ✓ | ✓ | ✓ | | | Barry Diller | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | Henrique Dubugras | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | Ariane Gorin | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Craig Jacobson | ✓ | | | | | | ✓ | | | | Dara Khosrowshahi | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | Patricia Menendez Cambo | | | ✓ | | | | ✓ | ✓ | | | Alex von Furstenberg | ✓ | ✓ | | | | | | | ✓ | | Alexandr Wang | | | | ✓ | | ✓ | | ✓ | ✓ |

  15. Board Composition

    | 2026 Proxy Statement | 15 | Expedia Group |

  16. Board Composition

    | | Proposal 1 | Table of Contents |

  17. Director Nominee Biographies

    Director Nominee Biographies Set forth below is additional information about each of the director nominees as of the date of this proxy statement, including professional background, U.S.-listed public company director positions held currently or at any time during the last five years, and the specific qualifications that led the Nominating Committee and our Board to nominate each for election. Except as noted, there are no family relationships among directors or executive officers of Expedia Group.

  18. Director Nominee Biographies

    | Barry Diller Chairman and Senior Executive Director Since | 2005 Age | 84 Board Committees: •Executive Committee Other Public Company Boards (within past 5 years): •IAC (since 1995) •MGM Resorts International (since 2020) •Coca-Cola Company (2002 to August 2024) | Professional Highlights •Expedia Group, Chairman and Senior Executive (since August 2005) •Chairman and Senior Executive, IAC (since 2010) •Chairman and Chief Executive Officer of IAC and its predecessors (August 1995 to November 2010) •Special Advisor to TripAdvisor, Inc. (April 2013 to March 2017) •Chairman and Senior Executive, TripAdvisor (December 2011 to December 2012) •Non-executive Chairman of the Board, Ticketmaster Entertainment, Inc. (2008 to 2010) •Non-executive Chairman of the Board, Live Nation Entertainment, Inc. (January 2010 to October 2010) •Chairman of the Board and Chief Executive Officer, QVC, Inc. (December 1992 to December 1994) •Chairman and Chief Executive Officer, Fox, Inc. (1984 to 1992) •Chairman and Chief Executive Officer, Paramount Pictures Corporation (1974 to 1984) Other Professional Experience and Community Involvement •President and Director, The Diller - von Furstenberg Family Foundation •President and Chair, Little Island Board Membership Qualifications As a result of his involvement with Expedia Group both while it was operated within IAC and since the completion of Expedia Group’s spin-off from IAC on August 9, 2005 (the "IAC/Expedia Group Spin-Off"), Mr. Diller has a great depth of knowledge and experience regarding Expedia Group and its businesses. Mr. Diller has extensive management experience, broad international exposure and emerging market experience and innovation and technology experience, including through his service as Chief Executive Officer of media and interactive commerce companies, as well as experience as a director serving on other public company boards, including as Chairman. Mr. Diller also is a significant stockholder of Expedia Group. |

  19. Director Nominee Biographies

    | Expedia Group | 16 | 2026 Proxy Statement |

  20. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  21. Director Nominee Biographies

    | Beverly Anderson Independent Director Director Since | 2020 Age | 62 Board Committees: •Compensation Committee Other Public Company Boards (within past 5 years): •None | Professional Highlights •President and Chief Executive Officer, Boeing Employees Credit Union (BECU), a not-for-profit credit union (since December 2022), and BECU Board member (since April 2024) •President, Global Consumer Solutions, Equifax (December 2019 to January 2022) •Executive Vice President of Cards and Retail Services, Wells Fargo (March 2012 to November 2019) Other Professional Experience and Community Involvement •Board Member, Accion (a global nonprofit) •Board Member, Harvard Business School African-American Alumni Association •Board Member, Harvard Business School Alumni Association •Board Member, Challenge Seattle •Board Member, Washington Roundtable Education •Master of Business Administration with distinction, Harvard Business School •Bachelor of Science in Business, summa cum laude, Florida A&M University Board Membership Qualifications Ms. Anderson provides valuable expertise as a leader of consumer-facing businesses, as well as her extensive knowledge of, and experience in, consumer finance and payments matters. |

  22. Director Nominee Biographies

    | 2026 Proxy Statement | 17 | Expedia Group |

  23. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  24. Director Nominee Biographies

    | M. Moina Banerjee Independent Director Director Since | 2023 Age | 44 Board Committees: •Audit Committee (Chair) Other Public Company Boards (within past 5 years): •None | Professional Highlights •Co-President, JBG Smith Properties, a REIT (“JBGS”) (since February 2026) and Chief Financial Officer (since December 2020) •Head of Capital Markets, JBGS (2018-2020) •Executive Vice President of JBGS (2017-2020) •Principal, Investments Group and Management Committee member, JBG (August 2010 to 2017) Other Professional Experience and Community Involvement •Blackstone Group •Citigroup Education •Bachelor of Science in International Economics, Georgetown University •Master of Business Administration, The Wharton School, University of Pennsylvania Board Membership Qualifications Ms. Banerjee has extensive experience in the areas of investment, finance, capital markets, portfolio management and acquisitions, including the acquisition of hotel properties. As a senior leader of another public company, she also brings corporate governance, risk management, accounting, SEC reporting, and operational expertise to our board. |

  25. Director Nominee Biographies

    | Expedia Group | 18 | 2026 Proxy Statement |

  26. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  27. Director Nominee Biographies

    | Chelsea Clinton Independent Director Director Since | 2017 Age | 46 Board Committees: •Compensation Committee (Chair) •Nominating Committee Other Public Company Boards (within past 5 years): •IAC (since September 2011) •Clover Health Investments, Corp. (January 2021 to November 2025) | Professional Highlights •Vice Chair, Clinton Foundation (since March 2013) •Vice Chair, Clinton Health Access Initiative (since 2022) •Board of Directors, Clinton Foundation (since September 2011) •Board of Directors, Clinton Health Access Initiative (since September 2011) •Assistant Vice Provost, New York University (March 2010 to May 2013) •Special Correspondent, NBC News (November 2011 to August 2014) •Engagement Manager, McKinsey & Company (August 2003 to October 2006) •Associate, Avenue Capital Group (October 2006 to November 2009) •Venture Partner, Metrodora Ventures •New York Times Bestselling Author •Executive Producer of GUSTY featured on AppleTV+ Other Professional Experience and Community Involvement •Board of Directors, The School of American Ballet •Board of Directors, The Africa Center •Board of Directors, Weill Cornell Medical College •Board of Directors, HiddenLight Productions Limited •Board of Directors, Columbia University’s Mailman School of Public Health •Faculty, Columbia University Mailman School of Public Health •Co-Chair, Advisory Board of the Of Many Institute at New York University Education •B.A., Stanford University •Master of Public Health, Columbia University's Mailman School of Public Health •MPhil, Oxford University •Doctorate in International Relations, Oxford University Board Membership Qualifications Ms. Clinton’s broad public policy experience and keen intellectual acumen enhance the diversity of skills, backgrounds and opinions represented on the Board. |

  28. Director Nominee Biographies

    | 2026 Proxy Statement | 19 | Expedia Group |

  29. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  30. Director Nominee Biographies

    | Henrique Dubugras Independent Director Director Since | 2022 Age | 30 Board Committees: •None Other Public Company Boards (within past 5 years): •Mercado Libre, Inc. (since June 2017) | Professional Highlights •Chairman of the Board of Directors, Brex Inc., an AI-powered spend platform (since July 2024), and Co-Chief Executive Officer (from 2017 to June 2024) •Chairman of the Board of Directors, Mercado Libre, Inc., an e-commerce platform (since 2021) •Co-Founder and Chief Executive Officer, Pagar.me (until acquisition in September 2016) •Founder, EduqueMe •Founder, Estudar nos EUA Education •Studied Computer Science at Stanford University (September 2016 to March 2017) Board Membership Qualifications Mr. Dubugras has a deep understanding of the technology sector, where he has founded and developed several companies. Mr. Dubugras has significant B2B experience, expertise in the area of online payments systems, and a track record of driving innovation, which the Board believes give him particular insight into Expedia Group’s business and operations. |

  31. Director Nominee Biographies

    | Expedia Group | 20 | 2026 Proxy Statement |

  32. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  33. Director Nominee Biographies

    | Ariane Gorin Chief Executive Officer Director Since | 2024 Age | 51 Board Committees: •Executive Committee Other Public Company Boards (within past 5 years): •LVMH Moët Hennessy Louis Vuitton SA (since April 2026) •Adecco Group (2017 to April 2024) •trivago, N.V. (2020 to 2021) | Professional Highlights •Expedia Group (since 2013) ◦Chief Executive Officer (since May 2024) ◦President, Expedia for Business (June 2021 to May 2024) ◦President, Expedia Business Services (December 2019 to June 2021) ◦President, Expedia Partner Solutions (December 2017 to December 2019) ◦Senior Vice President and General Manager, Expedia Partner Solutions (June 2014 to November 2017) ◦Vice President, EMEA Market Management (March 2013 to June 2014) •Microsoft Corporation (2003 to 2013) •Director, Microsoft Office Division France (2010 to 2013) and successive sales, distribution and marketing roles (2003 to 2013) •Consultant, Boston Consulting Group (2000 to 2002) Education •MBA, Kellogg Graduate School of Management, Northwestern University •BA, Economics, University of California at Berkeley Board Membership Qualifications Ms. Gorin has extensive experience and expertise in the global travel business, and a track record of driving growth in international and domestic travel, marketing and sales organizations. |

  34. Director Nominee Biographies

    | 2026 Proxy Statement | 21 | Expedia Group |

  35. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  36. Director Nominee Biographies

    | Craig Jacobson Independent Director Director Since | 2007 Age | 73 Board Committees: •Audit Committee •Compensation Committee •Nominating Committee (Chair) Other Public Company Boards (within past 5 years): •Oaktree Specialty Lending Corporation (since October 2017) •Charter Communications, Inc. (2010 to April 2024) | Professional Highlights •Founding Partner, Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller, Gellman, Meigs & Fox, L.L.P., an entertainment law firm (since 1987) •Board of Directors, Ticketmaster (August 2008 to January 2010) •Co-founder, New Form Digital •Co-founder, Whisper Advisors Education •B.A., Brown University •J.D., George Washington University School of Law Board Membership Qualifications Mr. Jacobson has extensive legal and business knowledge and experience in corporate governance matters. Mr. Jacobson also has significant financial knowledge gained during his years practicing law and advising media companies, as well as his service as a director serving on public and private company boards. |

  37. Director Nominee Biographies

    | Expedia Group | 22 | 2026 Proxy Statement |

  38. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  39. Director Nominee Biographies

    | Dara Khosrowshahi Director Since | 2005 Age | 56 Board Committees: •None Other Public Company Boards (within past 5 years): •Uber Technologies, Inc. (since September 2017) •Grab Holdings Limited (since March 2018) •Aurora Innovation, Inc. (January 2021 to December 2024) | Professional Highlights •Chief Executive Officer and Director, Uber Technologies, Inc., a technology platform company (since September 2017) •Chief Executive Officer and President, Expedia Group (August 2005 to August 2017) •Chief Executive Officer, IAC Travel (January 2005 to August 2005) •Executive Vice President and Chief Financial Officer, IAC (January 2002 to January 2005) •Executive Vice President, Operations and Strategic Planning, IAC (July 2000 to January 2002) •President, USA Networks Interactive (1999 to 2000) •Vice President of Strategic Planning, IAC (1998), Senior Vice President (1999) •Vice President, Allen & Company LLC (1995 to 1998) •Director, The New York Times Company (2015 to 2017) •Director, TripAdvisor, Inc. (2011 to 2013) Other Professional Experience and Community Involvement •Board member, Illumyn Impact (formerly Him for Her) (since August 2023) Education •B.A., Brown University Board Membership Qualifications Mr. Khosrowshahi possesses in-depth experience with and knowledge of the online travel industry gained through his prior service as Chief Executive Officer of IAC Travel, as Chief Executive Officer of Expedia Group and as a director of TripAdvisor, Inc. and trivago N.V. Mr. Khosrowshahi also has a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. |

  40. Director Nominee Biographies

    | 2026 Proxy Statement | 23 | Expedia Group |

  41. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  42. Director Nominee Biographies

    | Patricia Menendez Cambo Independent Director Director Since | 2021 Age | 59 Board Committees: •Audit Committee Other Public Company Boards (within past 5 years): •None | Professional Highlights •General Counsel, I Squared Capital, a private equity firm focused on global infrastructure investments (since December 2024) •Member, Latam Strategic Advisory Board, Itau Unibanco (since June 2023) •Director, City National Bank of Florida (since October 2022) •Managing Partner, Director and General Counsel SBLA Advisers Corp./SoftBank Latin America Fund and Deputy General Counsel SoftBank Group International (May 2019 to June 2022) •Director and General Counsel, SB Opportunity Fund (June 2020 to May 2022) •Vice Chair, Chair, Global Practice Group; Co-Chair, Global Corporate and Securities Practice; and Executive Committee Member, Greenberg Traurig, LLP (1994 to 2019) •Director of several global technology subsidiaries of Telefonica S.A. (2000 to 2002) Other Professional Experience and Community Involvement •Member, Board of Advisors, University of Pennsylvania Carey Law School •Member, Board of Trustees, University of Miami Education •J.D., University of Pennsylvania Carey Law School •Bachelor of Business Administration, University of Miami Board Membership Qualifications Ms. Menendez Cambo has extensive experience as a trusted business and legal advisor on corporate, finance and investment matters, a high level of expertise in corporate governance and other corporate legal matters and has taken a leadership role on diversity, inclusion and gender equity matters. |

  43. Director Nominee Biographies

    | Expedia Group | 24 | 2026 Proxy Statement |

  44. Director Nominee Biographies

    | Table of Contents | Proposal 1 | |

  45. Director Nominee Biographies

    | Alex von Furstenberg Director Since | 2015 Age | 56 Board Committees: •None Other Public Company Boards (within past 5 years): •IAC (since 2008) •Vimeo (June 2023 to November 2025) | Professional Highlights •Chief Investment Officer, Ranger Global Advisors, LLC, a family office focused on value-based investing (since founding in June 2011) •Founder and Co-Managing Member and Chief Investment Officer, Arrow Capital Management, LLC (since 2003) •Chief Investment Officer, Arrow Investments, Inc. (since 2001) Other Professional Experience and Community Involvement •Director, Giovanni Agnelli (since May 2023) •Director, La Scogliera (2016 to 2020) •Partner and Co-Chairman of the Board, Diane von Furstenberg Studio, LLC •Director, The Diller-von Furstenberg Family Foundation •Director, Friends of the High Line philanthropy Board Membership Qualifications Mr. von Furstenberg has private investment and board experience, which the Board of Directors believes give him particular insight into capital markets and investment strategy, as well as a high level of financial literacy. Mr. von Furstenberg is Mr. Diller’s stepson. |

  46. Director Nominee Biographies

    | 2026 Proxy Statement | 25 | Expedia Group |

  47. Director Nominee Biographies

    | | Proposal 1 | Table of Contents |

  48. Director Nominee Biographies

    | Alexandr Wang Independent Director Director Since | 2023 Age | 29 Board Committees: •None Other Public Company Boards (within past 5 years): •None | Professional Highlights •Chief AI Officer, Meta Platforms, Inc. (since June 2025) •Founder and board member, Scale AI, a leading test and evaluation partner for artificial intelligence companies (since 2016) •Chief Executive Officer, Scale AI (2016 through June 2025) Other Professional Experience and Community Involvement •Medalist in national math, computing, and physics competitions, including prestigious USA Math Olympiads, USA Physics Olympiads, and USA Computing Olympiad Education •Studied machine learning at Massachusetts Institute of Technology (before dropping out to found Scale AI) Board Membership Qualifications Mr. Wang has extensive technology experience and expertise, including in artificial intelligence and machine learning. He also brings valuable perspective from his experience as Chief Executive Officer of a high-growth technology company. |

  49. Director Nominee Biographies

    At the 2026 Annual Meeting, stockholders will be asked to elect 11 members to the Board of Directors, each to hold office for a term ending on the date of the next annual meeting of stockholders or until each such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s death, removal or resignation). The election of the Combined Stock Nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Expedia Group common stock and Class B common stock, present in person or represented by proxy, voting together as a single class. The election of the Common Stock Nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Expedia Group common stock, present in person or represented by proxy, voting as a separate class.

  50. Director Nominee Biographies

    | The Board of Directors unanimously recommends that stockholders vote "FOR" the election of each of the nominees for director named above. |

  51. Director Nominee Biographies

    | Expedia Group | 26 | 2026 Proxy Statement |

  52. Director Nominee Biographies

    | Table of Contents | |

  53. Stockholder Advisory Vote on Named Executive Officer Compensation

    Stockholder Advisory Vote on Named Executive Officer Compensation At our 2025 Annual Meeting of Stockholders, we held a non-binding, advisory vote to approve the 2024 compensation of our named executive officers for that year (commonly known as a “Say-on-Pay” vote). Approximately 75% of the votes cast (for and against) on this proposal by our stockholders were voted in favor of our named executive officers’ 2024 compensation and, indirectly, our executive compensation program. While this represented majority support of the proposal, our Board of Directors recognized that these results were less than satisfactory, particularly in light of the fact that approximately 96% of the votes cast on our 2024 Say-on-Pay proposal were voted in favor of our named executive officers' compensation. In connection with our 2025 Annual Meeting of Stockholders, the Compensation Committee of our Board of Directors (the “Compensation Committee”) directed management to focus its ongoing dialogue with our major non-affiliated stockholders on our executive compensation program and compensation decisions to better understand their views and determine what actions, if any, it should consider to address their concerns. We reached out to our 25 largest stockholders representing approximately 56%1 of our total, non-affiliated voting power to discuss their views and concerns about our executive compensation program. We ultimately met with representatives of eight of these stockholders (representing approximately 35% of our total non-affiliated voting power) and received feedback on our executive compensation program. The Compensation Committee also directed its independent compensation consultant, Compensia, Inc., a national compensation consulting firm (“Compensia”), to assist with a comprehensive review of our executive compensation program to help it better compare and contrast its features with the voting policy guidelines of the major proxy advisory firms as well as current executive compensation “best practices.” In addition, the Compensation Committee carefully considered the reasons for the unfavorable vote recommendation of Institutional Shareholder Services, Inc. with respect to our 2025 Say-on-Pay proposal, as well as the analysis of our executive compensation program resulting in the favorable vote recommendation of Glass Lewis & Co., Inc. and the concerns expressed by our major stockholders leading up to and at the time of our 2025 Annual Meeting of Stockholders. Based on our meetings with stockholders, as well as the foregoing analyses, the Compensation Committee determined that the primary reason for the decline in support was related to its modification of the PSU awards granted to our executive officers in 2021 following the completion of the three-year performance period to provide for a partial payout of the target number of units subject to such awards, despite not having achieved the threshold performance level contemplated by the awards. The Compensation Committee’s decision to modify the 2021 PSU awards was prompted by the confluence of three largely singular events that it considered unlikely to reoccur in combination: the near achievement of the awards’ performance threshold, a desire to recognize tenured executive officers’ successful transformation of Expedia Group into a technology platform, and retention concerns in view of an impending chief executive officer transition. The Compensation Committee also remains mindful to limit the exercise of its discretion in compensation-related matters to situations that further the long-term interests of our stockholders. As disclosed in our 2025 Proxy Statement, the Compensation Committee did not exercise its discretion to modify the 2022 PSU awards, which had a performance measurement period ending December 31, 2024, and resulted in zero shares vesting. Further, in designing the 2025 PSU awards for our NEOs, the Compensation Committee adopted a new structure featuring three consecutive one-year measurement periods, each tied to pre-established financial performance metrics (annual revenue growth and Adjusted EBITDA margin growth for the first annual measurement period). This design provides more frequent performance checkpoints and creates an annual linkage between Company financial results and executive pay outcomes, while preserving the long-term retention incentive of a “cliff” vesting date at the conclusion of the three-year continuing service period. The Compensation Committee believes this structure is responsive to stockholder feedback favoring greater transparency and more frequent performance assessment in our long-term incentive program. 1 Source: percentages calculated using outstanding shares as of April 4, 2025, and based on Form 13F filings for the period ending March 31, 2025.

  54. Role of Compensation Consultant

    Role of Compensation Consultant In connection with its 2025 annual compensation review, the Compensation Committee continued to retain Compensia to conduct an independent review of the applicable compensation peer group for positions held by our executive officers and to compile and analyze data from proxy statements and other SEC filings of peer companies, as well as broad-based compensation surveys, regarding compensation for our executive officer positions. In addition, Compensia regularly provides updates to the Compensation Committee on best practices and emerging trends, regulatory issues, equity compensation practices and non-employee director pay. Expedia Group also regularly uses non-customized surveys or other data from a number of compensation consulting firms. A more detailed description of the compensation peer group review and use of survey and other data provided by Compensia is included in the section titled “Role of Competitive Data and Tally Sheets” below. Based on the consideration of the various independence factors specified in the applicable SEC and Nasdaq Marketplace Rules, and a review of these factors for 2025, the Compensation Committee determined that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee did and does not raise any conflicts of interest. The Compensation Committee reviews its compensation consultant’s independence annually.

  55. Role of Competitive Data and Tally Sheets

    Role of Competitive Data and Tally Sheets Multiple data sources are considered when reviewing compensation information to ensure that the data reflects compensation practices of relevant companies in terms of size, industry, complexity and geographic location. Among other factors, the following information, when available, is considered when determining the compensation of our executive officers: •Data regarding compensation for comparable executive officer positions that is sourced from recent proxy statements and other SEC filings of peer companies, which include: ◦direct industry competitors; and ◦non-industry companies with which Expedia Group commonly competes for executive and other talent, including both regional and national, technology-focused competitors; and •compensation surveys that include companies of a similar size, based on market capitalization, revenues and other factors. When evaluating and determining executive officer compensation, the Compensation Committee is provided with competitive positioning data for similarly situated executives at companies in our identified data sources, as well as summary consolidated information about our executive officers’ target total direct compensation, pay history and potential future realizable compensation (commonly called “tally sheets”) to use in setting individual compensation levels. When available, competitive market compensation paid by other peer group companies is considered, but the Compensation Committee does not attempt to maintain a certain target percentile within the compensation peer group or otherwise rely solely on such data.

  56. Role of Competitive Data and Tally Sheets

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  57. Role of Competitive Data and Tally Sheets

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  58. Role of Competitive Data and Tally Sheets

    In view of his role as both Chairman and Senior Executive of Expedia Group, a separate compensation peer group composed of executives in broadly comparable roles is considered with respect to Mr. Diller’s compensation.

  59. 2025 Compensation Peer Groups

    2025 Compensation Peer Groups In September 2024, Compensia conducted a review of our prior-year compensation peer groups to ensure they remained in general alignment with previously agreed selection criteria, including industry compatibility, annual revenues and market capitalization, and made recommendations for changes to the Compensation Committee. After considering the applicable selection criteria, Compensia's recommendations and other relevant factors, the Compensation Committee approved the removal of Activision Blizzard, Inc. and VMware, Inc., in view of their respective acquisitions, and the addition of Carvana Co. and Zoom Video Communications, Inc., technology platform companies with appropriate annual revenues and market capitalization ranges. The Compensation Committee also approved the removal of DISH Network, Inc. and Caesars Entertainment, Inc. from the chairman/senior executive peer group as the former company was acquired, while the compensation of the latter’s executive chair was no longer reported and the addition of Avis Budget Group, Inc. and Hubspot, Inc. to the peer group as both reported compensation for the individuals serving as their executive chairs. The Compensation Committee then considered data regarding compensation for comparable executive officer positions at the following peer companies when approving executive officer compensation during 2025: EXECUTIVE OFFICER PEER GROUP (OTHER THAN CHAIRMAN/SENIOR EXECUTIVE):

  60. 2025 Compensation Peer Groups

    | Airbnb, Inc. | Electronic Arts, Inc. | Tripadvisor, Inc. | | Block, Inc. | Etsy, Inc. | Uber Technologies, Inc. | | Booking Holdings, Inc. | Live Nation Entertainment, Inc. | Wayfair, Inc. | | Carvana Co. | Lumen Technologies, Inc. | Workday, Inc. | | Chewy, Inc. | Lyft, Inc. | Zillow Group, Inc. | | DoorDash, Inc. | Pinterest, Inc. | Zoom Video Communications, Inc. | | eBay, Inc. | Rocket Companies, Inc. | |

  61. 2025 Compensation Peer Groups

    CHAIRMAN/SENIOR EXECUTIVE PEER GROUP:

  62. 2025 Compensation Peer Groups

    | Avis Budget Group, Inc. | Fox Corporation | Hyatt Hotels Corporation | | Carnival Corporation & plc | Host Hotels & Resorts, Inc. | Netflix, Inc. | | The Charles Schwab Corporation | Hubspot, Inc. | News Corporation | | The Estee Lauder Companies, Inc. | | |

  63. General

    General The primary elements of the executive compensation program include base salary and long-term incentive compensation in the form of equity awards and, in certain instances, perquisites and other personal benefits. There are numerous dynamic factors that contribute to success at an individual and business level. The Compensation Committee sets executive compensation levels on a case-by-case basis, taking into account all factors the Compensation Committee considers relevant.

  64. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation in the form of equity awards is designed to align executive compensation with the interests of our stockholders and the long-term performance of Expedia Group and is an important employee retention tool because the equity awards generally are earned and/or vest over a multi-year period, subject to continued service by the award recipient. Equity awards also endeavor to link compensation to financial performance because the value of equity awards ultimately depends on Expedia Group’s stock price and in some cases, vesting of the awards is also subject to performance conditions. The Compensation Committee typically grants equity awards to executive officers upon hire, promotion, in connection with the Compensation Committee’s annual compensation review or entry into a multi-year employment agreement. In recent years, the equity awards granted to our executive officers have primarily been in the form of time-based restricted stock units and performance-based restricted stock units.

  65. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) The Compensation Committee grants RSU awards to our executive officers and other employees. RSU awards align the interests of our executive officers and other employees with those of our stockholders and help manage the dilutive effect of our long-term incentive compensation program. Our RSU awards are subject to service-based vesting conditions. RSUs granted in 2025 typically vest over a three-year period and RSUs granted before then typically vest over a four-year period. We believe that RSU awards help incentivize our executive officers and other employees to build value that can be sustained over time.

  66. Restricted Stock Units (RSUs)

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  67. Restricted Stock Units (RSUs)

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  68. Performance-Based Restricted Stock Units (PSUs)

    Performance-Based Restricted Stock Units (PSUs) The Compensation Committee also grants PSU awards subject to pre-established performance-based vesting conditions. From 2021 through 2024 the Compensation Committee granted PSUs to the Company’s travel leadership team (including our NEOs) and certain other executives, and beginning in 2025, the Compensation Committee determined that PSU awards would be reserved for members of the Company’s travel leadership team, with other executives receiving 100% of their annual equity compensation in the form of RSU awards. For 2025, all NEOs (other than our Chief Accounting Officer) received 50% of their annual equity compensation in the form of PSU awards (with the remaining 50% in RSUs, as discussed further below), while our Chief Accounting Officer, a Senior Vice President and direct report to our Chief Financial Officer, received an annual equity award composed entirely of RSU awards – consistent with Company practice for all Senior Vice Presidents. The PSU awards that the Compensation Committee has granted to date generally have multiple-year performance periods (or multiple annual measurement periods in the case of the 2025 PSU awards), use rigorous compound annual stock price or financial metric growth rates as the performance condition, require employment through the 15th day of the second month following the end of the applicable performance period and have a maximum payout capped at 200% of target. In developing performance conditions, the performance period, the payout scale and the other terms of the PSU awards, the Compensation Committee considered competitive compensation market data, an analysis performed by its compensation consultant, and overall Company performance, with a goal of aligning incentives clearly and directly with stockholder interests. We expect to continue to evaluate the appropriate form and mix of equity-based long-term incentive compensation awards as market conditions evolve.

  69. Annual Review Equity Award Process

    Annual Review Equity Award Process Management generally recommends annual equity awards in the first quarter of each year when the Compensation Committee meets to review Company and individual performance and to set compensation levels. The meeting at which the Compensation Committee approves these awards is generally scheduled several months in advance and is scheduled to occur after the public disclosure of Expedia Group’s prior year financial statements. The Compensation Committee reviews various factors considered by management when establishing Expedia Group’s equity grant pool, which generally include: •Expedia Group’s prior-year business and financial performance; •potential dilution rates, taking into account projected headcount changes and employee turnover; •equity compensation utilization by technology industry peer companies; •general economic and business conditions; and •an analysis of competitive compensation market data regarding individual executive award values. For specific awards granted to our executive officers, management makes recommendations based on a variety of factors, including: •individual performance, scope of role and future potential of the individual; •the overall size of the equity grant pool; •individual award value relative to other Company executives for purposes of assessing internal pay equity; •the grant date and realizable value of previous awards and amount of outstanding unvested equity awards; •an analysis of competitive compensation market data, where comparable; and •the recommendations of the Chairman/Senior Executive and Chief Executive Officer, as applicable, other than in connection with their own compensation.

  70. Annual Review Equity Award Process

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  71. Annual Review Equity Award Process

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  72. Other Compensation

    Other Compensation In addition to the primary elements of compensation (base salary and long-term incentive compensation in the form of equity awards) described above, our executive officers, including our named executive officers, may also receive compensation in the following forms: •Section 401(k) Employer Match: All U.S.-based Expedia Group employees, including our executive officers, who participate in Expedia Group’s 401(k) Retirement Program are eligible for Company matching contributions. Expedia Group matches 50% of each dollar a participant contributes, up to the first 6% of eligible compensation, subject to applicable Internal Revenue Service limits. •Personal Use of Corporate Aircraft: Our executive officers may receive benefits attributable to the personal use of certain aircraft, including aircraft jointly owned by Expedia Group and IAC. Pursuant to Company policy, Mr. Diller is required to travel on corporate aircraft for business and personal purposes, and our Chief Executive Officer and other senior executives are encouraged to travel on corporate aircraft for business and personal purposes when doing so would serve the interests of Expedia Group. In addition to serving general security interests, this means of travel permits Mr. Diller and other executive officers to travel non-stop and without delay, to remain in contact with Expedia Group while traveling, to change plans quickly in the event Company business requires and to conduct confidential Company business while flying, be it telephonically, by email or in person. These interests are similarly furthered on both business and personal flights, as Mr. Diller and other executives typically provide services to Expedia Group while traveling in either case. Nonetheless, the incremental cost to Expedia Group for personal travel on corporate aircraft during 2025 is reflected as compensation from Expedia Group and is taken into account in establishing his or her overall target total direct compensation package. •Personal Security: As part of our commitment to executive safety and risk management, our Board of Directors provides security services to Mr. Diller and Ms. Gorin, which may include personal security arrangements and reimbursements for residential security systems. We believe these security measures are reasonable, necessary, and directly related to the safety and productivity of these executives, particularly given the public nature of their roles, and are authorized only after an independent, third-party assessment has deemed them necessary. •Relocation: In connection with her relocation from the United Kingdom to Seattle (the location of the Company’s corporate headquarters) upon her appointment as Chief Executive Officer, Ms. Gorin received certain relocation benefits, which during 2025 included housing allowance payments and relocation tax support services. In addition, in view of Mr. Diller’s senior role at both companies, Expedia Group and IAC have agreed to share certain expenses associated with the provision of personal benefits to Mr. Diller, including certain IAC-owned office space and IT equipment used by individuals who work for Mr. Diller personally. Expedia Group and IAC each cover 50% of the costs, which reflects the current allocation of actual time spent by Mr. Diller between the two companies. These uses are valued at their incremental cost to the Company or, in the case of the use of office space (where there is no discernible incremental cost), at the cost used for internal allocations of office space for corporate purposes. The value of the additional compensation described above is reported in the "All Other Compensation" column in the "2025 Summary Compensation Table" pursuant to applicable SEC rules.

  73. Long-Term Incentive Compensation — 2025 Equity Awards

    Long-Term Incentive Compensation — 2025 Equity Awards In March 2025, the Compensation Committee approved the following equity awards for our NEOs, which were granted pursuant to the Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan (the “2005 Plan”):

  74. Long-Term Incentive Compensation — 2025 Equity Awards

    | Name | PSU Awards (target number of shares) | RSU Awards (number of shares) | | Barry Diller | 19,210 | 19,210 | | Ariane Gorin | 67,243 | 67,242 | | Scott Schenkel | 28,313 | 28,312 | | Robert Dzielak | 18,545 | 18,544 | | Lance Soliday | — | 4,388 |

  75. RSU Awards

    RSU Awards The RSU Awards granted to our NEOs in March 2025 vest over three years with one-twelfth (1/12th) vesting on May 15, 2025, and an additional one-twelfth (1/12th) vesting on the 15th day of the second month of each of the subsequent 11 fiscal quarters, subject to the NEO's continued employment with Expedia Group through each vesting date. Each RSU will be settled for one share of Expedia Group’s common stock upon vesting.

  76. PSU Awards

    PSU Awards The PSU awards granted to our NEOs in March 2025 are subject to the following performance conditions: •The PSU awards are to be earned over a three-year performance period from January 1, 2025, through December 31, 2027, consisting of three consecutive annual measurement periods, and any PSUs earned each year will vest in February 2028, as described below. •The first annual measurement period is from January 1, 2025, through December 31, 2025, with the first increment of the PSU awards to be earned subject to the satisfaction of two pre-established annual financial performance metrics, each as reported in the Company’s Annual Report on Form 10-K, which are equally weighted: ◦the annual growth of Expedia Group’s 2025 revenue, and ◦the annual growth of Expedia Group’s 2025 Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”2) divided by 2025 revenue (such growth metric, “Adjusted EBITDA Margin”). •The number of PSUs to be earned for the first annual measurement period, if any (and subject to the vesting requirement set forth below), was based on the sum of the percentage achievement to be calculated as follows: ◦in the case of the revenue growth metric, the difference between Expedia Group’s revenue for the year ended December 31, 2024 and Expedia Group’s revenue for the year ended December 31, 2025; and ◦in the case of the Adjusted EBITDA Margin growth metric, the difference between Expedia Group’s Adjusted EBITDA Margin for the year ended December 31, 2024 and Expedia Group’s Adjusted EBITDA Margin for the year ended December 31, 2025. •Between 0% and 200% of one-third of the target number of PSUs were eligible to be earned in March 2026, upon the Compensation Committee’s certification of Expedia Group’s financial results, with the actual earned percentage determined based on the weighted sum of the achieved growth rate for each financial performance metric. •Earned PSUs will vest in full, subject to the NEO’s continued employment with Expedia Group through the vesting date, February 15, 2028. Each earned PSU will be settled for one share of Expedia Group’s common stock upon vesting. 2 Adjusted EBITDA is defined as net income attributable to Expedia Group adjusted for, among other things, provision for income taxes, depreciation, stock-based compensation expense, and other non-cash items, as more fully described in the Company's Annual Reports on Form 10-K.

  77. PSU Awards

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  78. PSU Awards

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  79. PSU Awards

    •In March 2025, the Compensation Committee established the following performance targets for each financial performance metric for the first annual measurement period and in March 2026, the Compensation Committee approved the actual payout percentage:

  80. PSU Awards

    | Performance Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Result | Weighted Payout | | Revenue Growth (50% weighting) | 3.0% | 6.0% | 9.0% | 7.6% | 153.8% | | Adjusted EBITDA Margin Growth (50% weighting) | 0 bps | 50 bps | 75 bps | 233 bps | 200% | | | | | | Combined Payout | 176.9% |

  81. PSU Awards

    Performance results between the threshold and maximum performance levels are interpolated on a linear basis. Results below the threshold level result in no payout for the applicable metric. The Compensation Committee may exercise discretion to approve adjustments to the calculation of performance results in consideration of material events or developments during the performance period that were not contemplated when performance targets were set (such as material acquisitions or extraordinary corporate transactions or events). No discretionary adjustments were made with respect to the first annual measurement period. •The second annual measurement period is from January 1, 2026, through December 31, 2026, and the third annual measurement period is from January 1, 2027, through December 31, 2027. The performance metrics for the second annual measurement period were established in the first fiscal quarter of 2026 and the performance metrics for the third annual measurement period will be determined in the first fiscal quarter of 2027. •The Compensation Committee has not disclosed the specific performance targets for the second and third annual measurement periods, as those measurement periods are ongoing and disclosure of forward-looking financial targets could provide competitors with insight into the Company's strategic planning assumptions and operating expectations. The difficulty of achieving the targets for the remaining measurement periods is expected to be comparable to the first annual measurement period. The Company intends to disclose the performance targets for these measurement periods following the conclusion of each respective period. In addition to the factors listed above with respect to the annual review of base salary and long-term incentive compensation generally, the Compensation Committee also took into account the respective contributions of our NEOs to the following significant factors when approving their 2025 equity awards: 2024 Stock Price Performance and Return of Stockholder Value •Stock price increased approximately 22% during 2024. •Repurchased over 12 million shares for approximately $1.6 billion. •Reinstated quarterly cash dividend of $0.40 per share, commencing in March 2025. 2024 Financial and Operating Performance •Booked room nights grew 9% year-over-year, with accelerating quarterly growth in the consumer business. •Gross bookings and revenue each grew 7% year-over-year. •Gross margins expanded approximately 170 basis points to 90%.

  82. PSU Awards

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  84. PSU Awards

    •Significant earnings growth, including $1.2 billion in full-year net income compared with net income of $688 million in 2023, and record Adjusted EBITDA, with continued significant margin expansion. •Net cash provided by operating activities grew 15% year-over-year to approximately $3.1 billion. Strategic Initiatives •Successfully navigated the transition to a new Chief Executive Officer and stabilized executive management. •Realigned the Company’s organizational structure, including the introduction of brand general managers with accountability for each of our core consumer brands, which helped drive accelerating growth in bookings across Expedia, Hotels.com and Vrbo. •Maintained leadership position in B2B travel, with 21% revenue growth in 2024. •Scaled the Expedia Group advertising business, with 32% revenue growth in 2024. With respect to Mr. Diller, the Compensation Committee also took into account his role in providing strategic direction for the Company, including with respect to each of the matters listed above. The 2025 equity awards granted to our NEOs are reflected in the “Stock Awards” column of the “2025 Summary Compensation Table” and in the “2025 Grants of Plan-Based Awards Table” in the section titled “Executive Compensation” below.

  85. 2025 PSU Awards Results — First Annual Measurement Period

    2025 PSU Awards Results — First Annual Measurement Period In March 2026, the Compensation Committee determined that, for purposes of the first annual measurement period, Expedia Group’s 2025 annual revenue growth was 7.6% and its 2025 Adjusted EBITDA margin growth was 233 basis points, resulting in a combined payout percentage of 176.9% of target. Thereupon, the Compensation Committee certified the following performance results for the first annual measurement period:

  86. 2025 PSU Awards Results — First Annual Measurement Period

    | NEO* | PSU Awards (target number of shares) | PSU Awards (target number of shares allocated to first annual measurement period) | Percentage Payout (%) | Number of Units Earned | | Barry Diller | 19,210 | 6,403 | 176.9 | 11,327 | | Ariane Gorin | 67,243 | 22,414 | 176.9 | 39,650 | | Scott Schenkel | 28,313 | 9,438 | 176.9 | 16,694 | | Robert Dzielak | 18,545 | 6,182 | 176.9 | 10,934 |

  87. 2025 PSU Awards Results — First Annual Measurement Period

    * Consistent with Company practice for all Senior Vice Presidents, Mr. Soliday did not receive a PSU award in connection with the 2025 annual compensation review. The earned PSUs will vest in full, subject to the NEO’s continued employment with Expedia Group through the vesting date, February 15, 2028. Each earned PSU will be settled for one share of Expedia Group’s common stock upon vesting.

  88. Long-Term Incentive Compensation — 2022 PSU Awards Results

    Long-Term Incentive Compensation — 2022 PSU Awards Results In March 2022, the then-Compensation Committee completed our third cycle of performance-based equity awards by granting PSU awards to our then-executive officers. Such PSU awards were to be earned based on Expedia Group’s compound annual stock price growth rate (“CAGR”) measured over a three-year performance period using a $189.55 starting price (the 30-day trailing average trading price of Expedia Group’s common stock through February 15, 2022) and an ending price based on a 30-day trailing average trading price for such common stock through December 31, 2024, with vesting and settlement of any earned PSUs taking place on February 15, 2025 following certification of Expedia Group’s CAGR by the Compensation Committee. Between 0% and 200% of the target number of PSUs granted to each then-executive officer were eligible to vest and be settled assuming continued employment through such date and with the vesting percentage based on the applicable CAGR.

  89. Long-Term Incentive Compensation — 2022 PSU Awards Results

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  90. Long-Term Incentive Compensation — 2022 PSU Awards Results

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  91. Long-Term Incentive Compensation — 2022 PSU Awards Results

    In February 2025, the Compensation Committee determined and certified that, based on an ending price of $185.02 (the 30-day trailing average trading price of Expedia Group’s common stock through December 31, 2024), Expedia Group’s actual CAGR over the three-year performance period was less than the pre-established minimum performance level of 5% and because minimum performance had not been achieved, payout under such awards had not been earned.

  92. Long-Term Incentive Compensation — Other Outstanding PSU Awards

    Long-Term Incentive Compensation — Other Outstanding PSU Awards Performance-based equity awards align a significant portion of our NEOs’ long-term incentive compensation to the achievement of goals that are established each year to drive long-term performance. Over the past several years, the Compensation Committee has selected and continues to select metrics for our PSU program that it believes will provide a balanced indication of Expedia Group’s success over each ensuing three-year period. After selecting the compound annual growth rate (“CAGR”) of Expedia Group’s common stock as the financial performance measure for the 2020, 2021 and 2022 PSU awards, in recent years the Compensation Committee has adjusted the design of these awards to reflect our evolving business strategy in a volatile economic environment. Including the 2025 PSU awards described above, some of our NEOs currently have three performance-based equity awards outstanding, each with the opportunity to earn up to 200% of the target number of shares. The following table summarizes all outstanding PSU awards held by our NEOs as of December 31, 2025:

  93. Long-Term Incentive Compensation — Other Outstanding PSU Awards

    | Award | Performance Metric(s) | Performance Period(s) | Current Status | Vesting Date | | 2023 PSUs | Stock Price CAGR | March 14, 2023 - December 31, 2025 | Certified at 200% in January 2026 | February 15, 2026 | | 2024 PSUs | •50% Revenue CAGR, and •50% Adj. EBITDA CAGR | January 1, 2024 - December 31, 2026 | Trending at ~125% based on performance through December 31, 2025 | February 15, 2027 | | 2025 PSUs | •50% Revenue Growth, and •50% Adj. EBITDA Margin Growth | Three annual periods: •Year 1: FY2025 •Year 2: FY2026 •Year 3: FY2027 | Year 1 certified at 176.9%; Years 2-3 TBD | February 15, 2028 (all earned shares) |

  94. 2023 PSU Awards

    2023 PSU Awards In March 2023, the Compensation Committee granted PSU awards to our then-executive officers. Such PSU awards were to be earned based on a stock price CAGR measured over a three-year performance period using a $103.10 starting price (the 10-day trailing average trading price of Expedia Group’s common stock through March 14, 2023) and an ending price based on a 30-day trailing average trading price for such common stock through December 31, 2025. In January 2026, the Compensation Committee determined that, based on an ending price of $269.26 (the 30-day trailing average trading price of Expedia Group’s common stock through December 31, 2025), Expedia Group’s actual stock price CAGR over the three-year performance period exceeded 20% and, consequently, 200% of the target number of PSUs subject to these awards had been earned. The earned PSUs vested and were settled on February 15, 2026.

  95. 2024 PSU Awards

    2024 PSU Awards In March 2024, the Compensation Committee granted PSU awards to our then-executive officers. Such PSU awards are to be earned based on two equally-weighted financial performance metrics measured over a three-year performance period from January 1, 2024 through December 31, 2026: •50% based on the compound annual growth rate (“CAGR”) of Expedia Group’s revenue, using revenue for the year ended December 31, 2023 as the base; and •50% based on the CAGR of Expedia Group’s Adjusted EBITDA, using Adjusted EBITDA for the year ended December 31, 2023 as the base,

  96. 2024 PSU Awards

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  98. 2024 PSU Awards

    with vesting and settlement of any earned PSUs taking place on February 15, 2027 following certification by the Compensation Committee. Between 0% and 200% of the target number of PSUs is eligible to vest and be settled assuming continued employment through the vesting date. As of December 31, 2025, the potential payout with respect to the 2024 PSU awards was trending at approximately 125% of the target number of PSUs subject to these awards. Each earned PSU will be settled for one share of Expedia Group’s common stock upon vesting.

  99. Schenkel Compensation Arrangements

    Schenkel Compensation Arrangements As described in the section titled "CFO Transition" above, Mr. Schenkel's employment with Expedia commenced on December 30, 2024, and he assumed the role of Chief Financial Officer on February 7, 2025, pursuant to the Schenkel Employment Agreement. In addition to his base salary and annual equity awards discussed above, the 2025 Summary Compensation Table reflects a signing bonus payment of $2,200,000 to Mr. Schenkel, representing the second of two installments of his aggregate $5,200,000 signing bonus as provided in the Schenkel Employment Agreement. The second installment was payable on the first anniversary of Mr. Schenkel's date of hire. Upon termination of Mr. Schenkel's employment by Expedia for cause or by him without good reason before the second anniversary of his date of hire, Expedia Group is entitled to claw back a proportionate amount of the second installment of his signing bonus payment (the same 12-month claw back mechanism applied to the first installment of the signing bonus). In addition, pursuant to the Schenkel Employment Agreement and as previously disclosed in the Current Report on Form 8-K filed with the SEC on December 19, 2024, Mr. Schenkel received the following compensation in connection with the commencement of his employment in December 2024: (i) the first installment of his signing bonus in the amount of $3,000,000, paid on December 30, 2024 (his initial date of employment); and (ii) a new-hire RSU award covering 87,163 shares of Expedia Group common stock, granted on December 30, 2024 and vesting over approximately three years, subject to his continued employment through each vesting date. Because Mr. Schenkel did not become an NEO until his appointment as Chief Financial Officer on February 7, 2025, these amounts are not reflected in the 2025 Summary Compensation Table; however, Mr. Schenkel's new-hire RSU award (net of shares that vested during 2025) is reflected in the 2025 Outstanding Equity Awards at Fiscal Year-End Table below.

  100. Dzielak Retention RSU Award

    Dzielak Retention RSU Award Following the departure of the Company’s Chief People Officer in October 2025, Mr. Dzielak assumed the Chief People Officer role in addition to his existing responsibilities as Chief Legal Officer and Secretary. On October 30, 2025, in response to management’s recommendation that the Company strengthen its retention objectives with respect to Mr. Dzielak’s continued employment in light of changes to the scope of his responsibilities, the Compensation Committee granted Mr. Dzielak an RSU award covering 13,824 shares of Expedia Group’s common stock pursuant to the 2005 Plan. In determining the size and terms of the retention award, the Compensation Committee considered changes to the scope of his responsibilities, his individual performance and future potential, his total compensation relative to our other executives, the value of previous grants, the amount of his outstanding unvested equity awards and an analysis of competitive market data. The RSU award vests in six equal quarterly installments (one-sixth each), beginning on January 15, 2026, and continuing on each subsequent April 15, July 15, October 15, January 15 and April 15 through April 15, 2027, subject to Mr. Dzielak’s continued employment with Expedia Group through each vesting date. Each vested RSU will be settled for one share of Expedia Group’s common stock upon vesting.

  101. Incentive Compensation Clawback Policy

    Incentive Compensation Clawback Policy We maintain the Expedia Group, Inc. Incentive Compensation Clawback Policy (the “Clawback Policy”) to: •satisfy the requirements of Exchange Act Rule 10D-1 and Listing Rule 5608 of the Nasdaq Stock Market by providing for the recovery from any current or former “Section 16 officer” as defined in Exchange Act Rule 16a-1(f) (“covered executives”) of any “erroneously awarded compensation” (as defined in the Clawback Policy) in the event that Expedia Group is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws (an “Accounting Restatement”); and •permit Expedia Group to recover “incentive compensation” (as defined in the Clawback Policy) from covered executives and certain other employees (“covered persons”) where not required by Exchange Act Rule 10D-1 and Listing Rule 5608 in the event that the Compensation Committee determines that such recoupment is warranted upon an Accounting Restatement or upon misconduct resulting in a material violation of law or Expedia Group’s policies that results in significant harm to Expedia Group, taking into account such factors as the Compensation Committee deems appropriate. The Clawback Policy superseded and replaced Expedia Group’s Incentive Compensation Clawback Policy that took effect on January 1, 2018 and applies to “incentive compensation” of covered persons on or after September 13, 2023; provided, however, that the recoupment in the Clawback Policy required by Exchange Act Rule 10D-1 and Listing Rule 5608 applies only to erroneously-awarded compensation that is “received” (as defined in the Clawback Policy) by a covered executive on or after October 2, 2023. In addition, both time-based and performance-based equity award agreements for all employees, including our named executive officers, provide for the recovery of equity-based compensation realized during the two years prior to an employee’s termination of employment for “cause” (as defined in the applicable equity award agreement). A copy of the Expedia Group, Inc. Incentive Compensation Clawback Policy is filed as Exhibit 97 to the 2025 Form 10-K.

  102. Equity Award Grant Practices

    Equity Award Grant Practices Expedia Group’s practice has been to schedule Compensation Committee meetings at which equity awards are to be granted well in advance of (and without regard to) the timing of the release of earnings or other material nonpublic information (“MNPI”). The majority of our equity awards are granted on an annual basis, typically in March. New hire and ad hoc awards are generally granted monthly throughout the fiscal year. We have not granted stock options to our executive officers since 2018. For this reason, Expedia Group does not currently maintain a policy or practice for the timing of stock option awards in relation to the disclosure of MNPI. However, it is Expedia Group’s practice not to time the disclosure of MNPI for the purpose of affecting the value of executive compensation.

  103. Equity Award Grant Practices

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  104. Equity Award Grant Practices

    | Table of Contents | Compensation Discussion and Analysis | |

  105. Change in Control

    Change in Control Under the 2005 Plan, our NEOs are entitled to accelerated vesting of outstanding and unvested equity awards in the event of a change in control of Expedia Group, if certain conditions are met. Equity awards granted to executive officers are eligible for “single-trigger” acceleration upon a change in control only to the extent such awards are not converted, assumed, substituted or continued by the surviving entity, or are eligible for “double-trigger” acceleration in the event the employment of an executive officer is terminated other than for cause or disability or terminates for good reason within two years following the change in control. See “Potential Payments Upon Termination or Change in Control” below for additional information regarding the impact of a change in control event on executive officer compensation.

  106. Severance Arrangements

    Severance Arrangements

  107. Employment Agreements

    Employment Agreements As of December 31, 2025, each of Ms. Gorin and Messrs. Schenkel and Dzielak had employment agreements with Expedia Group pursuant to which, in the event of a “qualifying termination of employment” (that is, a termination of employment without cause (other than by reason of death or disability) or for good reason) and subject to her or him, as applicable, executing and not revoking a general release of claims agreement in favor of Expedia Group and compliance with all applicable restrictive covenants: •Expedia Group will continue to pay base salary (i) to Ms. Gorin through the longer of (x) the completion of the Gorin Employment Agreement (subject to a maximum of 36 months) and (y) 12 months (the “Gorin Continuation Period”), (ii) to Mr. Schenkel for 12 months, and (iii) to Mr. Dzielak for 12 months, except that Expedia Group may, at its sole discretion, choose to extend the payment period to 18 months (whether 12 or 18 months, the “Dzielak Continuation Period”); •Expedia Group will pay a lump sum amount equal to the cost of COBRA health insurance coverage for the Gorin Continuation Period for Ms. Gorin, a period of 12 months for Mr. Schenkel and for the Dzielak Continuation Period for Mr. Dzielak; and •all equity holdings that otherwise would have vested during the 12-month period following termination of employment will accelerate, provided that any equity awards that vest less frequently than annually will be treated as though such awards vested annually and any equity awards subject to performance conditions will vest only if and when such performance conditions are satisfied; and all vested stock options (including those accelerated) will remain exercisable through the later of 18 months following the date of termination or through the scheduled expiration date of the options.

  108. Employment Agreements

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  109. Employment Agreements

    | | Compensation Discussion and Analysis | Table of Contents |

  110. Equity Award Agreements - Death or Disability

    Equity Award Agreements - Death or Disability All outstanding Company equity awards, including those held by our NEOs, provide for the accelerated vesting of unvested equity awards in the event of a termination of employment due to death or disability (as such termination of employment is described in the 2005 Plan).

  111. Severance Guidelines

    Severance Guidelines We have adopted severance guidelines for our executive officers without an employment agreement. The guidelines provide that in the event of a qualifying termination of employment of an executive at Mr. Soliday’s level and with his tenure, Expedia Group may: (i) continue to pay his base salary for six months; (ii) pay an amount equal to COBRA health insurance coverage for a period of six months; (iii) accelerate all outstanding and unvested RSU awards that otherwise would have vested during the three-month period following termination of employment; and (iv) a number of PSUs, pro-rated for each full month from the date of grant to the termination date, will remain outstanding and ultimately be settled on the original payout date, based on actual performance during the applicable performance period. The foregoing arrangements are intended to attract and retain qualified executive officers who may have other employment alternatives that may appear to them to be less risky absent these arrangements.

  112. Severance Guidelines

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  113. Severance Guidelines

    | Table of Contents | |

  114. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information regarding compensation for our 2025 named executive officers for the fiscal years ended December 31, 2025, 2024, and 2023.

  115. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Barry Diller Chairman and Senior Executive | 2025 | 466,788 | — | 4,482,275 | 672,621 | 5,621,684 | | | 2024 | 468,577 | — | 6,279,120 | 736,825 | 7,484,522 | | | 2023 | 465,000 | — | 5,932,535 | 821,697 | 7,219,232 | | Ariane Gorin Chief Executive Officer(1) | 2025 | 1,254,808 | — | 15,689,800 | 647,976 | 17,592,584 | | | 2024 | 1,126,174 | — | 23,123,760 | 684,658 | 24,934,592 | | Scott Schenkel Chief Financial Officer | 2025 | 1,003,846 | 2,200,000(5) | 6,606,075 | 10,350 | 9,820,271 | | Robert Dzielak Chief Legal & People Officer, and Secretary | 2025 | 953,654 | — | 7,352,534 | 10,350 | 8,316,538 | | | 2024 | 957,308 | — | 9,111,765 | 10,350 | 10,079,423 | | | 2023 | 950,000 | — | 4,084,608 | 9,900 | 5,044,508 | | Lance Soliday Senior Vice President and Chief Accounting Officer | 2025 | 496,015 | — | 767,900 | 9,543 | 1,273,458 | | | 2024 | 475,287 | — | 799,950 | 10,350 | 1,285,587 | | | 2023 | 455,125 | — | 671,240 | 9,900 | 1,136,265 | | Julie Whalen Former Chief Financial Officer | 2025 | 124,231 | — | — | 1,619,438 | 1,743,669 | | | 2024 | 957,308 | — | 8,329,088 | 10,350 | 9,296,746 | | | 2023 | 950,000 | — | 5,633,861 | 9,900 | 6,593,761 |

  116. 2025 Summary Compensation Table

    (1)Ms. Gorin was appointed Chief Executive Officer on May 13, 2024. The 2024 Salary column reflects $323,289 earned under her prior U.K.-based role through May 12, 2024, plus $802,885 of pro-rata salary at her CEO annual rate of $1,250,000 from May 13, 2024 through year-end. (2)Reflects base salary earned during the relevant fiscal year. Annualized base-salary rates in effect as of December 31, 2025 (reflecting any adjustments made during the year, typically effective April 1 of each year) were as follows: Mr. Diller: $465,000; Ms. Gorin: $1,250,000; Mr. Schenkel: $1,000,000; Mr. Dzielak: $950,000; and Mr. Soliday: $500,000. Ms. Whalen's annual base salary for 2025 through the CFO Transition Date was $950,000. For additional detail see the section above titled “Compensation Discussion and Analysis—Compensation Program Elements—Base Salary.”

  117. 2025 Summary Compensation Table

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  118. 2025 Summary Compensation Table

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  119. 2025 Summary Compensation Table

    (3)Reflects aggregate grant date (or modification date) fair value of awards granted or modified in the year indicated, computed in accordance with FASB ASC Topic 718, and in accordance with the assumptions described in the “Stock-Based Compensation” section of “Note 2 - Significant Accounting Policies” in the notes to consolidated financial statements in the Company’s most recent Annual Report on Form 10-K. The grant date (or modification date) fair value of awards reflects an estimate as of the grant date (or modification date) and may not correspond to the actual value recognized by the named executive officers. With respect to the 2025 PSU awards, the performance period consists of three separate annual measurement periods (fiscal years 2025, 2026 and 2027) for which the Compensation Committee establishes performance metrics at the beginning of each respective fiscal year. Under ASC Topic 718, the grant date fair value is required to be calculated at the commencement of each annual measurement period when the applicable performance metrics and targets are approved. As a result, the grant date fair value of the 2025 PSU awards included in the “Stock Awards” column for fiscal year 2025 reflects only the value attributable to the FY2025 annual measurement period (representing one-third of the total target number of PSUs awarded). The grant date fair value attributable to the FY2026 and FY2027 annual measurement periods will be included in the “Stock Awards” column of the Summary Compensation Table for fiscal years 2026 and 2027, respectively, when the performance metrics for those periods are established. For PSU awards with financial performance conditions, amounts are based on target performance, which represented the probable outcome of the performance conditions as of the grant date. Had the highest level of performance been assumed, the grant date fair values of such PSU awards would have been as follows:

  120. 2025 Summary Compensation Table

    | Name | 2025 PSU Awards* ($) | 2024 PSU Awards ($) | | Barry Diller | 2,241,050 | 6,279,253 | | Ariane Gorin | 7,844,900 | 21,979,650 | | Scott Schenkel | 3,302,950 | — | | Robert Dzielak | 2,163,350 | 6,061,854 | | Lance Soliday | — | 358,601 | | Julie Whalen | — | 8,329,088 |

  121. 2025 Summary Compensation Table

    * As noted above, 2025 PSU amounts reflect only the FY2025 annual measurement period (one-third of the total target PSUs). For amounts shown in the 2024 row of the Stock Awards column, $1,144,110 / $1,199,224 / $82,748 for Ms. Gorin, Mr. Dzielak, and Mr. Soliday, respectively, represent the incremental fair value of a PSU modification previously described in the Company’s 2025 Proxy Statement. There was no modification or incremental fair value under ASC 718 associated with the accelerated vesting of Ms. Whalen's remaining unvested RSUs that occurred in connection with her departure as CFO as described under “Compensation Discussion and Analysis—CFO Transition." (4)The following table shows amounts included in the “All Other Compensation” column for each named executive officer in respect of 2025:

  122. 2025 Summary Compensation Table

    | | Barry Diller | Ariane Gorin | Scott Schenkel | Robert Dzielak | Lance Soliday | Julie Whalen | | Corporate Aircraft(a) | $523,284 | $348,140 | — | — | — | — | | 401(k) Company Match(b) | — | $10,500 | $10,350 | $10,350 | $9,543 | — | | Personal Security(c) | $142,117 | — | — | — | — | — | | Relocation — Housing(d) | — | $288,000 | — | — | — | — | | Separation Payments(e) | — | — | — | — | — | $1,553,093 | | Miscellaneous(f) | $7,220 | $1,336 | — | — | — | $66,345 |

  123. 2025 Summary Compensation Table

    (a)Reflects the incremental cost to Expedia Group for 2025 personal use of corporate aircraft jointly owned by each of Expedia Group and IAC. The incremental cost to Expedia Group for the personal use of these aircraft by Mr. Diller and Ms. Gorin is based on the average variable operating cost to Expedia Group. Variable operating costs include fuel, certain maintenance costs, navigation fees, onboard catering, landing fees, crew travel expenses and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of hours such aircraft flew to derive an average variable cost per hour. This average variable cost per hour is then multiplied by the hours flown for personal use (for the jointly-owned aircraft, including repositioning flights, commonly referred to as “deadhead” flights), to derive the incremental cost. We do not include fixed costs that do not change based on usage, such as pilots’ salaries, purchase costs, insurance, scheduled maintenance and non-trip-related hangar expenses in the case of the jointly-owned aircraft. Executive officers occasionally have family members or other guests accompany them on business and personal trips, at minimal incremental cost to the Company. While travel by family members or other guests does not result in any incremental cost to the Company, such travel does result in the imputation of taxable income to such executive officers, the amount of which is calculated in accordance with applicable Internal Revenue Service regulations. See the section above titled “Compensation Discussion and Analysis—Compensation Program Elements—Other Compensation” for a description of the Company’s policy regarding the personal use of Company aircraft by executive officers.

  124. 2025 Summary Compensation Table

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  125. 2025 Summary Compensation Table

    | | Executive Compensation | Table of Contents |

  126. 2025 Summary Compensation Table

    (b)Represents matching contributions of Expedia Group pursuant to the Company’s 401(k) Retirement Savings Plan, under which Expedia Group matches $0.50 for each dollar a participant contributes, up to the first 6% of eligible compensation, subject to applicable Internal Revenue Code limits. (c)Reflects the aggregate incremental cost to Expedia Group for a personal security program for Mr. Diller, which was established in 2025 following an independent, comprehensive security assessment. The costs relate primarily to residential security measures and related professional services. Mr. Diller's personal security costs are shared equally between Expedia Group and IAC pursuant to the existing cost-sharing arrangement between the two companies, which reflects the allocation of Mr. Diller's time between the companies. The Audit Committee approved the addition of personal security as a shared cost under this arrangement, with ongoing oversight delegated to the Compensation Committee. The amount reported represents Expedia Group's 50% share of security assessment, prior security remediation, and ongoing security costs. The Compensation Committee also approved a personal security program for Ms. Gorin in 2025 following a comprehensive security assessment; no costs were incurred in respect of such program during fiscal year 2025. See the section above titled “Compensation Discussion and Analysis—Compensation Program Elements—Other Compensation.” (d)Represents monthly housing allowance payments made to Ms. Gorin in 2025 under the terms of her employment agreement, as disclosed in the Current Report on Form 8-K filed on February 8, 2024, reflecting nine months at $32,000 per month in connection with Ms. Gorin's transition to the Company's headquarters in the United States. The housing allowance was payable for up to 18 months following Ms. Gorin's appointment as Chief Executive Officer. (e)Represents the following amounts paid to Ms. Whalen pursuant to her employment agreement in connection with the termination of her employment with the Company on February 17, 2025 as described in the section titled "CFO Transition" in the Compensation Discussion and Analysis above: i.Severance ($800,192): the portion of Ms. Whalen's $950,000 cash severance (salary continuation) that was paid during 2025. ii.Interest on 409A-Delayed Payments ($724,965): upon Ms. Whalen's separation from service, the Whalen Initial RSU Award (165,078 RSUs) became vested pursuant to her employment agreement; however, settlement of the vested RSUs was delayed until the first date permitted under Section 409A of the Internal Revenue Code. Ms. Whalen was credited with interest during the approximately six-month delay period (February 17 through August 18, 2025) calculated at an annual rate of 4.34% on the value of the delayed shares. iii.COBRA ($27,936): an amount equal to the cost of COBRA continuation coverage under the Company’s group health plans for 12 months. (f)Miscellaneous: i.For Mr. Diller, represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits. In connection with the IAC/Expedia Group Spin-Off, Expedia Group and IAC agreed that, in light of Mr. Diller’s senior role at both companies and his anticipated use of certain resources for the benefit of both companies, certain expenses associated with such usage would be shared between Expedia Group and IAC. Mr. Diller is provided with the use of certain IT equipment and support for use by certain individuals who work for Mr. Diller personally. In 2025, Expedia Group and IAC each covered 50% of these costs. ii.For Ms. Gorin, represents tax support totaling $1,336, of which $1,003 represents the underlying cost of tax preparation services and $333 represents tax reimbursements paid by the Company on Ms. Gorin’s behalf. iii.For Ms. Whalen, represents a payout of $66,345 for accrued but unused vacation upon the termination of her employment. (5)Represents the second installment of a one-time signing bonus paid in connection with Mr. Schenkel's appointment as Chief Financial Officer. See "Other 2025 Compensation Actions—Schenkel Compensation Arrangements" in the Compensation Discussion and Analysis for additional detail.

  127. 2025 Summary Compensation Table

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  128. 2025 Summary Compensation Table

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  129. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards During the 2025 fiscal year, the Compensation Committee approved PSU and RSU awards for the named executive officers as follows:

  130. 2025 Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Barry Diller | RSUs(1) | 3/10/2025 | — | — | — | 19,210 | 3,361,750 | | | PSUs(2) | 3/10/2025 | 9,605 | 19,210 | 38,420 | — | 1,120,525 | | Ariane Gorin | RSUs(1) | 3/10/2025 | — | — | — | 67,242 | 11,767,350 | | | PSUs(2) | 3/10/2025 | 33,622 | 67,243 | 134,486 | — | 3,922,450 | | Scott Schenkel | RSUs(1) | 3/10/2025 | — | — | — | 28,312 | 4,954,600 | | | PSUs(2) | 3/10/2025 | 14,157 | 28,313 | 56,626 | — | 1,651,475 | | Robert Dzielak | RSUs(1) | 3/10/2025 | — | — | — | 18,544 | 3,245,200 | | | PSUs(2) | 3/10/2025 | 9,273 | 18,545 | 37,090 | — | 1,081,675 | | | RSUs(3) | 10/30/2025 | — | — | — | 13,824 | 3,025,659 | | Lance Soliday | RSUs(1) | 3/10/2025 | — | — | — | 4,388 | 767,900 |

  131. 2025 Grants of Plan-Based Awards

    (1)Represents the number of shares of Expedia Group common stock to be issued upon satisfaction of the vesting conditions, without taking into account shares withheld to cover taxes, if any. The RSUs vest in 12 equal installments over the three-year period beginning on May 15, 2025, and continuing with an additional one-twelfth (1/12th) vesting on the 15th day of the second month of each of the subsequent 11 fiscal quarters, subject to the executive officer's continued employment with the Company. (2)The amounts shown in the Estimated Future Payouts under Equity Incentive Plan Awards columns reflect the range of PSUs that could be earned across the full performance period (January 1, 2025 through December 31, 2027) in the aggregate for each one-year annual measurement period during such period and represent shares of Expedia Group common stock issuable upon satisfaction of the vesting conditions, without taking into account shares withheld to cover taxes. The PSUs vest 100% on February 15, 2028, subject to continued employment. The performance period comprises three one-year annual measurement periods corresponding to fiscal years 2025, 2026, and 2027. For each annual measurement period, recipients may earn between 0% and 200% of one-third of the total target PSUs based on achievement against performance targets established by the Compensation Committee at the beginning of the applicable fiscal year. For the FY2025 annual measurement period, the performance metrics were annual growth of (i) revenue (weighted 50%) and (ii) Adjusted EBITDA margin (weighted 50%), each measured against the prior fiscal year. Performance metrics and targets for the FY2026 and FY2027 annual measurement periods will be established by the Compensation Committee in those respective years. Shares earned for each annual measurement period are certified by the Compensation Committee following the end of that period but do not vest until February 15, 2028. Consistent with the requirements of ASC 718, the amount shown in the Grant Date Fair Value of Stock Awards column reflects only the value attributable to the FY2025 Annual Measurement Period (representing one-third of the total target number of PSUs awarded), for which the grant date fair value was established on March 10, 2025. (3)Represents the number of shares of Expedia Group common stock to be issued upon satisfaction of the vesting conditions, without taking into account shares withheld to cover taxes, if any. One-sixth of the total number of RSUs vests on January 15, 2026 and an additional one-sixth vests on the fifteenth day of the first month of each subsequent quarter until the RSUs are fully vested, subject to the executive officer's continued employment with the Company. (4)These amounts reflect the grant date fair value computed in accordance with FASB ASC Topic 718, and in accordance with the assumptions described in the “Stock-Based Compensation” section of “Note 2 — Significant Accounting Policies” in the notes to consolidated financial statements in the Company’s most recent Annual Report on Form 10-K. With respect to the 2025 PSU awards, because the Performance Period consists of three separate annual measurement periods for which the performance metrics are established at the beginning of each respective fiscal year, ASC Topic 718 requires that the grant date fair value be calculated at the commencement of each annual measurement period when the applicable performance metrics and targets are approved. Accordingly, the grant date fair value shown for the 2025 PSU awards reflects only the value attributable to the FY2025 annual measurement period (i.e., one-third of the total target number of PSUs). The grant date fair value attributable to the FY2026 and FY2027 annual measurement periods will be included in the Summary Compensation Table for fiscal years 2026 and 2027, respectively, when the performance metrics for those periods are established. For PSU awards, the amounts reflect the aggregate grant date fair value based on target performance, which was the probable outcome of the performance conditions as of the grant date. In each case, the fair value shown may not correspond to the actual value that will be recognized by the executive officers.

  132. 2025 Grants of Plan-Based Awards

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  133. 2025 Grants of Plan-Based Awards

    | | Executive Compensation | Table of Contents |

  134. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table presents information concerning the RSUs and PSUs held by our named executive officers as of December 31, 2025. The market values shown in the table are based on the December 31, 2025 closing price of $283.31 per share of Expedia Group common stock. No named executive officers held stock options as of 2025 year-end; accordingly, option award columns have been omitted.

  135. Outstanding Equity Awards at 2025 Year-End

    | | | | Stock Awards | | | | | | | | RSUs | | PSUs | | | Name | Grant Date(1) | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Barry Diller | 03/21/2022 | A | 2,242 | 635,181 | — | — | | | 03/14/2023 | A | 19,702 | 5,581,774 | — | — | | | 03/18/2024 | A | 13,257 | 3,755,841 | — | — | | | 03/18/2024 | B | — | — | 47,138 | 13,354,667 | | | 03/10/2025 | C | 14,408 | 4,081,930 | — | — | | | 03/10/2025 | D | 11,327 | 3,209,026 | 12,807 | 3,628,351 | | Ariane Gorin | 03/21/2022 | A | 717 | 203,133 | — | — | | | 03/14/2023 | A | 8,487 | 2,404,452 | — | — | | | 03/14/2023 | E | 54,316 | 15,388,266 | — | — | | | 03/18/2024 | A | 46,407 | 13,147,567 | — | — | | | 03/18/2024 | B | — | — | 165,000 | 46,746,150 | | | 03/10/2025 | C | 50,432 | 14,287,890 | — | — | | | 03/10/2025 | D | 39,650 | 11,233,345 | 44,829 | 12,700,504 | | Scott Schenkel | 12/30/2024 | F | 56,656 | 16,051,211 | — | — | | | 03/10/2025 | C | 21,234 | 6,015,805 | — | — | | | 03/10/2025 | D | 16,694 | 4,729,592 | 18,876 | 5,347,760 | | Robert Dzielak | 03/21/2022 | A | 717 | 203,133 | — | — | | | 03/14/2023 | A | 6,593 | 1,867,863 | — | — | | | 03/14/2023 | E | 42,192 | 11,953,416 | — | — | | | 03/18/2024 | A | 12,798 | 3,625,801 | — | — | | | 03/18/2024 | G | 9,263 | 2,624,301 | — | — | | | 03/18/2024 | B | — | — | 45,506 | 12,892,305 | | | 03/10/2025 | C | 13,908 | 3,940,275 | — | — | | | 03/10/2025 | D | 10,934 | 3,097,765 | 12,364 | 3,502,845 | | | 10/30/2025 | H | 13,824 | 3,916,477 | — | — |

  136. Outstanding Equity Awards at 2025 Year-End

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  137. Outstanding Equity Awards at 2025 Year-End

    | Table of Contents | Executive Compensation | |

  138. Outstanding Equity Awards at 2025 Year-End

    | | | | Stock Awards | | | | | | | | RSUs | | PSUs | | | Name | Grant Date(1) | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Lance Soliday | 03/21/2022 | A | 179 | 50,712 | — | — | | | 03/14/2023 | A | 1,649 | 467,178 | — | — | | | 03/14/2023 | E | 3,516 | 996,118 | — | — | | | 03/18/2024 | A | 2,272 | 643,680 | — | — | | | 03/18/2024 | B | — | — | 2,692 | 762,671 | | | 03/10/2025 | C | 3,291 | 932,373 | — | — | | Julie Whalen | 03/14/2023 | E | 58,196 | 16,487,509 | — | — | | | 03/18/2024 | B | — | — | 62,526 | 17,714,241 |

  139. Outstanding Equity Awards at 2025 Year-End

    (1) Represents the date on which the award grant was approved by the Compensation Committee. ARSUs vest over four years in 16 equal installments with the first vest of 6.25% occurring the May 15th following the grant date and an additional 6.25% vesting on the 15th day of the second month of each of the next 15 fiscal quarters, subject to the executive officer's continued employment with the Company. BPSUs vest 100% on February 15, 2027, subject to the satisfaction of performance conditions tied to two equally weighted financial metrics: (i) the compound annual growth rate ("CAGR") of Expedia Group's revenue and (ii) the CAGR of Expedia Group's Adjusted EBITDA, each measured over a performance period from January 1, 2024 through December 31, 2026. The number of shares shown assumes performance at maximum levels, as actual performance through December 31, 2025 exceeded the target performance level. CRSUs vest in 12 equal installments over a three-year period, with the first installment vesting on May 15, 2025 and an additional one-twelfth (1/12th) vesting on the 15th day of the second month of each of the subsequent 11 fiscal quarters, subject to the executive officer's continued employment with the Company. DPSUs vest 100% on February 15, 2028, subject to the satisfaction of performance conditions measured over a performance period from January 1, 2025 through December 31, 2027, consisting of three one-year annual measurement periods for each fiscal year. With respect to each annual measurement period, award recipients may earn between 0% and 200% of one-third of the total target number of PSUs based on the level of achievement against performance targets established by the Compensation Committee at the beginning of the applicable fiscal year. Earned shares are certified by the Compensation Committee following the end of each annual measurement period but do not vest until the February 15, 2028 vesting date, subject to continued employment. The number of shares reflected in the "Number of Shares or Units of Stock That Have Not Vested" column reflects the number of PSUs earned by each NEO as certified by the Compensation Committee in March 2026 based on actual performance achievement of 176.9% of target for the first annual measurement period (fiscal year 2025). These earned shares remain subject to continued employment through the vesting date. The number of shares reflected in the "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested" column represents the target payout for the tranches of the PSUs subject to performance targets for the second and third annual measurement periods (fiscal years 2026 and 2027), which targets were not yet established by the Compensation Committee as of December 31, 2025. The actual number of shares earned for these annual measurement periods will range from 0% to 200% of the target for each period. EThese awards are reported above as shares that have not vested, rather than as unearned performance-based awards, because, as of December 31, 2025, the three-year performance period had ended and only service-based vesting remained. The performance metric was the Company's compound annual stock price growth rate (CAGR), measured from a $103.10 starting price (the 10-trading-day trailing average of Expedia Group's common stock price through March 14, 2023) to an ending price based on a 30-trading-day trailing average through December 31, 2025. In January 2026, the Compensation Committee certified that the Company's actual CAGR exceeded the maximum performance threshold, and 200% of the target number of PSUs vested and were settled on February 15, 2026. FRSUs were granted in connection with Mr. Schenkel's appointment as Chief Financial Officer. Thirty-five percent (35%) of the RSUs vested on December 15, 2025, with the remainder vesting in quarterly installments: 8.75% on the fifteenth day of each of March, June, September and December 2026, and 7.50% on each of the same dates in 2027, subject to Mr. Schenkel's continued employment with the Company. GOne-third of the total number of RSUs vests on March 15, 2025 and an additional one-third on each anniversary thereafter until the RSUs are fully vested, subject to Mr. Dzielak's continued employment with the Company. HOne-sixth of the total number of RSUs vests on January 15, 2026 and an additional one-sixth vests on the fifteenth day of the first month of each subsequent fiscal quarter until the RSUs are fully vested, subject to Mr. Dzielak's continued employment with the Company.

  140. Outstanding Equity Awards at 2025 Year-End

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  141. Outstanding Equity Awards at 2025 Year-End

    | | Executive Compensation | Table of Contents |

  142. 2025 Stock Vested

    2025 Stock Vested The following table shows information regarding the vesting during 2025 of RSUs previously granted to the named executive officers. No named executive officers exercised stock options during 2025; accordingly, option exercise columns have been omitted.

  143. 2025 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Barry Diller | 37,879 | 7,954,503 | | Ariane Gorin | 54,137 | 11,253,801 | | Scott Schenkel | 37,585 | 10,153,247 | | Robert Dzielak | 24,069 | 4,840,574 | | Lance Soliday | 4,342 | 913,883 | | Julie Whalen(3) | 184,585 | 38,064,497 |

  144. 2025 Stock Vested

    (1)Represents the gross number of shares acquired upon vesting of RSUs without taking into account any shares withheld to satisfy applicable tax obligations. (2)Value realized on vesting of RSUs calculated by multiplying (i) the gross number of shares acquired upon vesting of RSUs by (ii) the closing price of Expedia Group common stock on the Nasdaq Stock Market on the vesting date, or if the Nasdaq Stock Market was closed for trading on the vesting date, the immediately preceding trading day. (3)The amounts for Ms. Whalen include 165,078 shares acquired in connection with the accelerated vesting of the Whalen Initial RSU Award upon her departure as Chief Financial Officer on February 17, 2025 (see "Compensation Discussion and Analysis — CFO Transition"). Upon Ms. Whalen's separation from service, the Whalen Initial RSU Award became vested pursuant to her employment agreement; however, settlement of the vested RSUs was delayed until the first date permitted under Section 409A of the Internal Revenue Code, and Ms. Whalen was credited with interest during the delay period in accordance with her employment agreement. The RSUs were settled on August 18, 2025, with a corresponding value realized at vesting of approximately $34.1 million (based on the $206.67 closing price per share of Expedia Group common stock on August 18, 2025). The remaining shares represent RSU awards that vested in February 2025, including shares for which vesting was accelerated in accordance with the terms of Ms. Whalen's employment agreement. Because the acceleration of the Whalen Initial RSU Award and other equity awards was pursuant to the pre-existing terms of Ms. Whalen's employment agreement, there was no modification or incremental fair value under ASC 718, and this acceleration did not result in any additional compensation being reported in the 2025 Summary Compensation Table. The interest credited during the delay period required by Section 409A is reported in the "All Other Compensation" column of the Summary Compensation Table.

  145. 2025 Stock Vested

    | Expedia Group | 58 | 2026 Proxy Statement |

  146. 2025 Stock Vested

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  147. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Certain of our NEOs have entered into employment agreements and related equity award agreements that provide for salary continuation, accelerated equity award vesting, and other severance benefits in the event of a change in control of the Company or upon the termination of the executive’s employment with Expedia Group under specified circumstances. These plans and agreements are described below as they apply to our NEOs.

  148. Estimated Potential Payments Upon Termination or Change in Control

    Estimated Potential Payments Upon Termination or Change in Control The table below describes and quantifies certain amounts that would become payable to our NEOs (other than Ms. Whalen, whose actual separation payments are described below) upon certain terminations of employment or change in control events, in each case assuming that the relevant event occurred on December 31, 2025. These amounts, which exclude the effect of any applicable taxes, are based on: •the NEO’s base salary as of December 31, 2025; •the RSUs and PSUs held by the NEO as of December 31, 2025; and •the closing price of Expedia Group common stock on December 31, 2025 ($283.31). These figures are estimates of the incremental amounts that would be paid to the executive upon such an event. Any actual amounts payable can only be determined at the time of the relevant event. In addition to these amounts, certain other amounts and benefits generally payable and made available to other Company employees upon termination of employment, including payments for accrued but unpaid salary, will generally be payable to our NEOs. A narrative summary of the actual amounts received by Ms. Whalen in connection with the conclusion of her employment on February 17, 2025 immediately follows the tabular disclosure below.

  149. Estimated Potential Payments Upon Termination or Change in Control

    | Expedia Group | 62 | 2026 Proxy Statement |

  150. Estimated Potential Payments Upon Termination or Change in Control

    | Table of Contents | Executive Compensation | |

  151. Estimated Potential Payments Upon Termination or Change in Control

    | Name and Benefits | Qualifying Termination(1) ($) | Qualifying Termination Plus Performance Goal(s) Satisfied(2) ($) | Death or Disability ($) | Change in Control Plus Awards Not Assumed, or Assumed and Termination w/in 2 years(3) ($) | | Barry Diller | | | | | | RSUs | — | — | 14,054,726 | 14,054,726 | | PSUs | — | — | 13,514,711 | 15,184,044 | | Total Estimated Incremental Value | — | — | 27,569,437 | 29,238,770 | | Ariane Gorin | | | | | | Salary Continuation | 3,750,000 | — | — | — | | COBRA Benefit | 90,173 | — | — | — | | RSUs | 14,319,904 | — | 30,043,042 | 30,043,042 | | PSUs | 26,621,611 | 15,582,050(4) | 62,695,190 | 68,538,459 | | Total Estimated Incremental Value | 44,781,688 | 15,582,050 | 92,738,232 | 98,581,501 | | Scott Schenkel | | | | | | Salary Continuation | 1,000,000 | — | — | — | | COBRA Benefit | 21,012 | — | — | — | | RSUs | 11,316,535 | — | 22,067,016 | 22,067,016 | | PSUs | 4,729,592 | — | 10,077,352 | 10,077,352 | | Total Estimated Incremental Value | 17,067,139 | — | 32,144,368 | 32,144,368 | | Robert Dzielak | | | | | | Salary Continuation(5) | 1,425,000 | — | — | — | | COBRA Benefit(5) | 31,518 | — | — | — | | RSUs | 8,982,910 | — | 16,177,851 | 16,177,851 | | PSUs | 15,051,181 | 4,297,435(4) | 25,000,178 | 26,611,716 | | Total Estimated Incremental Value | 25,490,609 | 4,297,435 | 41,178,029 | 42,789,567 | | Lance Soliday(6) | | | | | | RSUs | — | — | 2,093,944 | 2,093,944 | | PSUs | — | — | 1,377,453 | 1,472,787 | | Total Estimated Incremental Value | — | — | 3,471,397 | 3,566,731 |

  152. Estimated Potential Payments Upon Termination or Change in Control

    (1)Qualifying Termination is described in the section above titled “Employment Agreement Severance Provisions - Qualifying Termination.” “COBRA Benefit” relates to the payment upon a Qualifying Termination of a lump sum amount equal to the cost of COBRA health insurance coverage for 36 months for Ms. Gorin, 12 months for Mr. Schenkel; and the Dzielak Continuation Period for Mr. Dzielak. (2)Represents the incremental amounts, above and beyond the corresponding amounts in the preceding "Qualifying Termination" column, payable by virtue of applicable performance goals having been satisfied at the "target level" in connection with a Qualifying Termination.

  153. Estimated Potential Payments Upon Termination or Change in Control

    | 2026 Proxy Statement | 63 | Expedia Group |

  154. Estimated Potential Payments Upon Termination or Change in Control

    | | Executive Compensation | Table of Contents |

  155. Estimated Potential Payments Upon Termination or Change in Control

    (3)Reflects accelerated vesting for awards granted to the NEOs pursuant to the Expedia Group 2005 Plan as described in the section above titled “Expedia Group 2005 Plan Change in Control Equity Acceleration” and “Restricted Stock Unit (“RSU”) Awards and Performance Stock Unit (“PSU”) Awards.” (4)For the 2024 PSU awards (performance period January 2024 through December 2026), the 12-month forward-vesting acceleration upon a Qualifying Termination captures two-thirds of the target shares. The amounts shown reflect the target performance level. These PSUs will vest after the end of the applicable performance period, with the number of PSUs vesting based on the Company's actual performance against applicable goals at that time. (5)The amount of Salary Continuation and COBRA Benefit for Mr. Dzielak assumes that Expedia Group has chosen to extend the Dzielak Continuation Period to 18 months. (6)Mr. Soliday has not entered into an employment agreement with the Company that provides for Qualifying Termination benefits; assuming however that Mr. Soliday received compensation consistent with the Company's Severance Guidelines, as described in the above section "Compensation Discussion and Analysis — Post-Employment Compensation Arrangements — Severance Guidelines", upon an assumed Qualifying Termination on December 31, 2025, he would receive the following estimated supplemental amounts: $250,000 (Salary Continuation), $15,029 (COBRA Benefit), $319,290 (RSUs), and $915,352 (PSUs); plus an additional $226,740 in respect of PSUs in the event that performance goals were satisfied. As described above in the section titled "Compensation Discussion and Analysis — CFO Transition," Ms. Whalen's employment with the Company ended on February 17, 2025 (the "Whalen Separation Date"), whereupon she became entitled to the payments and benefits provided under her employment agreement and applicable Company agreements. In connection with her separation, Ms. Whalen received or became entitled to: (i) $950,000 in cash severance (salary continuation), payable in biweekly installments over a 12-month period; (ii) $27,936 in a lump sum amount equal to the cost of COBRA health insurance coverage for a 12-month period; and (iii) accelerated vesting of 180,812 restricted stock units. Of the 180,812 accelerated RSUs, 165,078 represented the Whalen Initial RSU Award, which became vested on the Whalen Separation Date pursuant to the terms of Ms. Whalen's employment agreement; however, because Ms. Whalen was a "specified employee" under Section 409A of the Internal Revenue Code, settlement of these shares was delayed until August 18, 2025, the first date permitted under Section 409A. Ms. Whalen was credited with $724,965 in interest during the delay period in accordance with her employment agreement. In addition, Ms. Whalen retained 60,361 unvested performance stock units at target level, comprising her 2023 and 2024 PSU awards, the vesting of which remains subject to the Company's achievement of applicable performance goals. The 2023 PSU award (29,098 target shares) was subsequently certified at 200% of target on January 27, 2026 and vested on February 15, 2026; the 2024 PSU award (31,263 target shares) remains outstanding and subject to the Company's achievement of applicable performance goals through December 31, 2026. Because the acceleration of Ms. Whalen's equity awards was pursuant to the pre-existing terms of her employment agreement, there was no modification or incremental fair value under ASC 718, and this acceleration did not result in any additional compensation being reported in the 2025 Summary Compensation Table. Compensation relating to Ms. Whalen's separation is reflected in the "All Other Compensation" column of the 2025 Summary Compensation Table.

  156. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations, we are providing the information below regarding the ratio of the annual total compensation of our median compensated employee to that of our Chief Executive Officer (the “CEO Pay Ratio”).

  157. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio The ratio of Ms. Gorin’s annual total compensation for 2025 to the median employee's annual total compensation, determined as described above, was 154:1. The pay ratio disclosure set forth above is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the related pay ratio permit companies to use a wide range of methodologies, estimates and assumptions. As a result, the pay ratios reported by other companies may be based on other permitted methodologies and/or assumptions, and as a result, are likely not comparable to our pay ratio.

  158. 2025 CEO Pay Ratio

    | 2026 Proxy Statement | 65 | Expedia Group |

  159. 2025 CEO Pay Ratio

    | | Table of Contents |

  160. Pay Versus Performance

    Pay Versus Performance SEC rules require us to provide the information below regarding compensation for our Chief Executive Officer, and our other named executive officers for each of the covered fiscal years listed below. For purposes of this disclosure, our Chief Executive Officer is referred to as our “PEO” (principal executive officer) and the other named executive officers as a group for each of the covered fiscal years are referred to as our “Non-PEO NEOs.” Two Compensation Calculation Methodologies: SCT and CAP. SEC rules require that for each covered fiscal year, we include both (i) total compensation as calculated under SEC rules for the summary compensation table (“SCT Total”), and (ii) compensation calculated using the methodology required by the SEC, referred to as Compensation Actually Paid (“CAP”). The difference between the SCT Total and the CAP amounts for our PEO and Non-PEO NEOs relates solely to the fluctuations in the valuation of the equity component included. Valuation of Equity for SCT and CAP Totals. For the SCT Total, the value of equity included is the fair value of equity awards granted during the relevant fiscal year (as reported in the "Stock Awards" and, if applicable, "Option Awards" columns of the summary compensation table). For the CAP total on the other hand, the value of the equity included is calculated as the sum of the following items, adjusted to deduct any values related to prior fiscal year awards forfeited during the covered fiscal year: •Awards granted during the relevant fiscal year that were still outstanding and unvested at year’s end: the year-end fair value. •Awards granted during prior fiscal years that were still outstanding and unvested as of the applicable year-end: the change in value as of the applicable year-end compared with the prior year-end. •Awards granted during the relevant fiscal year that vested during such year: the value as of the vesting date. •Awards granted during prior fiscal years that vested during the covered fiscal year: the change in value as of the vesting date compared with the prior year-end. •Awards granted during prior fiscal years that were modified during the applicable fiscal year: the incremental fair value as of the modification date. See Footnote 4 below for a reconciliation of 2025 SCT totals to CAP totals and details regarding the calculation of the equity components for each. For further information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

  161. Pay versus Performance Table

    Pay versus Performance Table

  162. Pay versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | SCT Total Compensation for PEO (Peter Kern) | CAP to PEO (Peter Kern)(4) | SCT Total Compensation for PEO (Ariane Gorin) | CAP to PEO (Ariane Gorin)(4) | Average SCT Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs(4) | Total Share-holder Return(2) | Peer Group Total Share-holder Return(2) | Net Income (millions) | Revenue Growth(3) | | 2025 | N/A | N/A | $17,592,584 | $70,393,447 | $5,355,124 | $19,048,694 | $215.72 | $138.27 | $1,301 | 7.6% | | 2024 | $485,497 | ($116,520,044) | $24,934,592 | $37,341,056 | $7,036,569 | $11,479,647 | $140.73 | $115.41 | $1,224 | 6.6% | | 2023 | $1,009,900 | $158,967,169 | N/A | N/A | $4,998,441 | $13,084,343 | $114.65 | $86.60 | $688 | 10.0% | | 2022 | $1,094,473 | ($235,842,293) | N/A | N/A | $7,743,883 | ($6,052,486) | $66.16 | $59.35 | $343 | 35.7% | | 2021 | $296,247,749 | $382,114,030 | N/A | N/A | $5,343,670 | $16,835,835 | $136.50 | $97.88 | $15 | 65.4% |

  163. Pay versus Performance Table

    | Expedia Group | 66 | 2026 Proxy Statement |

  164. Pay versus Performance Table

    | Table of Contents | Pay Versus Performance | |

  165. Pay versus Performance Table

    (1)PEOs: For 2021, 2022, and 2023, Mr. Kern was the PEO. During 2024, Mr. Kern served as PEO through May 12, whereupon he was succeeded by Ms. Gorin who served as PEO from May 13 through the remainder of the year. For 2025, Ms. Gorin served as PEO for the full year. Non-PEO NEOs. For 2021, the Non-PEO NEOs were Messrs. Diller, Hart, Dzielak, and Soliday. For 2022, the Non-PEO NEOs were the same executives, plus Ms. Whalen. For 2023 and 2024, the Non-PEO NEOs were Messrs. Diller, Dzielak, and Soliday and Ms. Whalen. For 2025, the Non-PEO NEOs were Messrs. Diller, Schenkel, Dzielak, and Soliday, and Ms. Whalen. For 2025, both Ms. Whalen (who served as Chief Financial Officer until February 7, 2025, the date Mr. Schenkel succeeded her in that role) and Mr. Schenkel are included in the average compensation calculation for Non-PEO NEOs in accordance with SEC rules. As a result, the amounts shown for the Non-PEO NEOs in 2025 include compensation for both our former and current Chief Financial Officer, each computed on an individual basis before averaging. The average reflects the full-year impact of this CFO transition. (2)Value of fixed investments methodology. Assumes a hypothetical $100 investment on December 31, 2020 and reflects the cumulative total return to holders of Expedia Group’s common stock and the cumulative total returns of the RDG (Research Data Group) Internet Composite Index, which is the industry peer group included in the Stock Performance Graph in our Annual Report on Form 10-K for the year ended December 31, 2025. Because this Pay Versus Performance Table covers fiscal years 2021 through 2025, the measurement point for total shareholder return has been reset to December 31, 2020 (the last trading day preceding the earliest year in the table), consistent with Item 402(v)(2)(iv) of Regulation S-K. Cumulative total shareholder return values shown in this 2026 proxy statement therefore differ from the values reported in our 2025 proxy statement, which used a measurement point of December 31, 2019. (3)Revenue Growth. The Company-Selected Measure for 2025 is Revenue Growth, which represents the annual growth of Expedia Group's revenue calculated as the year-over-year percentage change in total revenue as reported in the Company's Annual Report on Form 10-K for each fiscal year presented. The Company changed its Company-Selected Measure from Stock Price Performance, which was used in prior years, to Revenue Growth to reflect the transition of the Company's performance share unit program to financial-metric-based performance conditions. Revenue Growth is one of the performance metrics used in the Company's 2025 PSU program (equally weighted with Adjusted EBITDA Margin Growth), and the Company considers it the most important financial performance measure used to link compensation actually paid to company performance for fiscal year 2025. (4)Compensation Actually Paid (CAP). The dollar amounts reported represent the amount of “compensation actually paid” ("CAP"), as computed in accordance with SEC rules and do not reflect the actual amount of compensation earned or received by or paid to our named executive officers during the applicable fiscal year. For 2025, the following adjustments were made to the applicable SCT totals to calculate CAP amounts:

  166. 2025 CAP Fair Value of Equity Calculation — for PEO

    | | Pay Versus Performance | Table of Contents |

  167. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance The three measures listed below represent the most important financial and non-financial performance measures used to link 2025 compensation actually paid to Company performance. The Company uses two financial performance measures — Revenue Growth and Adjusted EBITDA Margin Growth, which together comprise the financial metrics for the FY2025 annual measurement period of our 2025 PSU awards — and one non-financial operational measure. For further information regarding these performance metrics and their function in our executive compensation program, please see "Compensation Discussion and Analysis."

  168. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    | 2025 Most Important Measures | | Revenue Growth | | Adjusted EBITDA Margin Growth | | Operational Efficiency |

  169. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    | Expedia Group | 68 | 2026 Proxy Statement |

  170. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    | Table of Contents | Pay Versus Performance | |

  171. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance table above.

  172. CAP versus Company TSR and Peer Group TSR

    | | Pay Versus Performance | Table of Contents |