Expedia Group (EXPE) 10-K risk factor changes: FY2025 vs FY2024

These Risk Factors should be carefully reviewed in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in [removed: [](#ifea5c6e53cd74958b7cd19a92a212671_46)[Item 7](#ifea5c6e53cd74958b7cd19a92a212671_46)] [added: *[Item 7](#i592f6cc5e08a474f8fc41090ce298393_46)*] and our consolidated financial statements and related notes in [removed: [Item 8](#ifea5c6e53cd74958b7cd19a92a212671_136)] [added: *[Item 8](#i592f6cc5e08a474f8fc41090ce298393_136)*] of this Report.

The market for the services we offer is intensely [removed: competitive.][added: competitive and constantly evolving.]

[removed: In addition, our] [added: Our OTA and alternative accommodation provider] competitors are also increasingly expanding the range of travel services they offer, thereby further intensifying the competitive [removed: environment, with Airbnb looking to expand into tours, activities, hotel and flight bookings, and Booking.com expanding its flight booking services.][added: environment.]

[removed: In addition, some] [added: Some competing] metasearch websites have [added: also] looked to add various forms of direct or assisted booking functionality to their sites in direct competition with certain of our [removed: brands.][added: brands and other participants or existing competitors may begin to offer or expand other services to the travel industry that compete with the services we offer to our travelers, our travel industry affiliates and partners, or our corporate clients.]

[removed: In general, increased competition has resulted in, and may continue to result in, reduced margins, as well as loss of travelers, transactions and brand recognition and we] [added: We] cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or on platforms that may emerge, or offer differentiated products and services to our travelers.

[removed: Most recently,] [added: Recent examples of such events include] the COVID-19 pandemic and efforts to contain [removed: it] [added: it, which] severely restricted the level of economic activity around the world, had an unprecedented negative impact on the global travel industry, and materially impacted our business, financial performance and liquidity position, as well as those of many of the partners on which our business relies.

Factors beyond our control that [added: have in the past and] could [added: in the future] materially and adversely affect the travel industry [added: and demand] in general and our business in particular include:

| • | | | adverse macroeconomic [added: and geopolitical] conditions, such as slow growth or recession, high unemployment, inflation, tighter credit, higher interest rates, heightened bankruptcies or liquidations, significant changes in oil prices, [added: trade disruptions,] and currency fluctuations; | | |

| • | | | political instability, including increased incidents of actual or threatened terrorism, and [removed: geopolitical] conflicts (such as the war in Ukraine and the Israel-Hamas [removed: war);] [added: war), and geopolitical tensions that may impact travel behaviors;] | | |

[removed: For example,] [added: In addition,] during 2024, Hurricanes Helene and Milton negatively impacted our financial results for the third and fourth fiscal quarters, respectively.

In addition, any downgrade of our debt ratings by Standard & Poor’s, Moody’s Investor Service, Fitch or similar ratings agencies, deterioration of our financial condition, increase in general interest rate levels and credit spreads or overall [added: weakening in the credit markets could increase our cost of capital (including, with respect to ratings downgrades, the interest rate applicable to certain of our outstanding senior notes).]

As of December 31, [removed: 2024,] [added: 2025,] we have outstanding long-term indebtedness, [removed: excluding] [added: including] current maturities, with a face value of $6.3 billion and we have an essentially untapped revolving credit facility of $2.5 billion.

| • | | | placing us at a competitive disadvantage compared to our competitors that are less levered; [added: and] | | |

We [removed: rely heavily on internet search engines, such as Google, through the purchase of travel-related keywords and through organic search, to] generate a significant portion of the traffic to our websites and the websites of our [removed: affiliates.][added: affiliates from internet search engines, such as Google, through the purchase of travel-related keywords and organic search.]

In addition, [removed: a significant amount of] [added: we receive meaningful] traffic [removed: is directed] to our websites and those of our affiliates through participation in pay-per-click and display advertising campaigns on search engines, including Google, and travel metasearch websites, [removed: including] [added: such as] Kayak, TripAdvisor and trivago.

[removed: Moreover, a search] [added: Search] or metasearch [removed: engine] [added: engines] could, for competitive or other purposes, alter [removed: its] [added: their] search algorithms or display of results which could cause a website to [removed: place] [added: rank] lower in search query results or inhibit participation in the search query results.

[removed: In particular,] [added: For example,] Google has in the past, and may continue to in the future, change its algorithms or results in a manner that negatively affects the search engine ranking, [added: both] paid and unpaid, of our websites, the websites of our affiliates and those of our third-party distribution partners, which [added: could] adversely [removed: impacts] [added: impact] our business and financial performance.

[removed: Google has also] [added: Certain search providers, such as Google, have] increasingly added [removed: its] [added: their] own travel search functionality and content at the expense of traditional paid listings and organic search results, which may continue to [added: reduce the amount of traffic to our websites or those of our affiliates.]

If Google or other search or metasearch companies continue to pursue these or similar strategies, which [removed: is] [added: are] out of our control, or we do not successfully manage our paid and unpaid search strategies, we could face a significant decrease in traffic to our websites and/or increased costs related to replacing unpaid traffic with paid traffic.

We are subject to [removed: payments-related] fraud risks.

[removed: We are sometimes held] liable for accepting fraudulent bookings on our websites or other bookings for which payment is subsequently disputed by our customers both of which lead to the reversal of payments received by us for such bookings (referred to as a “charge-back”).

In addition, we [removed: may be] [added: have been] subject to fraudulent [added: impersonation and] supplier schemes.

[removed: For example, when onboarding suppliers] [added: With respect] to [removed: our websites,] [added: fraudulent supplier schemes,] we may fail to identify falsified or stolen supplier credentials, which may result in fraudulent [removed: bookings] [added: bookings, payments] or unauthorized access to personal or confidential information of users of our websites and mobile applications.

[removed: A] [added: Impersonation and] fraudulent supplier [removed: scheme] [added: schemes] could [removed: also] [added: therefore] result in negative publicity, damage to our reputation, and could cause users of our websites and mobile applications to lose confidence in the quality of our services.

Laws and business practices that favor local [removed: competitors] [added: competitors, disfavor foreign competitors,] or prohibit or limit foreign ownership of certain businesses or our failure to adapt our practices, systems, processes and business models effectively to the traveler and supplier [removed: preferences (as] [added: preferences, as] well as the regulatory and tax [removed: landscapes)] [added: landscapes,] of each country into which we expand, could slow our growth or prevent our ability to compete effectively in certain markets.

Additionally, some countries have enacted or are considering enacting various regulations, such as data [removed: localization laws,] [added: localization, tax and tourism laws] that make competition by foreign companies costly or operationally difficult in those markets.

[removed: In addition to the risks outlined elsewhere in this section, our] [added: Our] international operations are also subject to a number of other risks, including:

Our failure to address these risks or other problems encountered in connection with past or future [removed: acquisitions] [added: acquisitions, divestitures] and investments could cause us to fail to realize the anticipated benefits of such [removed: acquisitions] [added: acquisitions, divestitures] or investments, incur unanticipated liabilities and harm our business generally.

Competition for well-qualified employees is intense in almost all categories, including for software engineers, [removed: developers,] product management personnel, development personnel, and other technology professionals, and in all geographies.

The current labor market is highly [removed: competitive] [added: competitive,] and [added: particularly so in high-demand specialties such as AI and machine learning disciplines, and] our personnel expenses to attract and retain key talent may increase further, which may adversely affect our results of operations.

Some of our most significant initiatives are described above in [removed: Part] [added: *Part] I.

[removed: Business,] [added: Business*,] under the caption “Market Opportunity and Business Strategy.” We may not realize the benefits we expect to achieve from these and our other strategic initiatives or our efforts may negatively impact our business and operations due to a variety of factors, including, but not limited to, unexpected delays, operational or technological challenges, or higher than expected costs or expenses.

[added: This creates risk] in a number of areas, including with respect to our [added: significant] bank deposits and investments, foreign exchange risk management, insurance coverages, letters of credit, and for certain of our transactions, the receipt and holding of traveler payments and subsequent remittance of a portion of those payments to travel suppliers.

[removed: In particular, we face exposure related to fluctuations in accommodation revenue due to relative currency movements from the] time of [removed: booking to the time of] stay as well as the impact of relative exchange rate movements on cross-border travel such as from Europe to the United States and the United States to Europe.

Our alternative accommodations business is subject to [added: significant and evolving] regulatory and legal risks, which could have a material adverse effect on our operations and financial results.

[removed: For example, certain domestic and foreign jurisdictions have adopted or are considering statutes or] ordinances that (i) prohibit or limit the ability of property owners and managers to rent certain properties for fewer than thirty consecutive days, (ii) place onerous obligations on property owners wishing to offer their properties, (iii) regulate platforms’ ability to list alternative accommodations, including prohibiting the listing of unlicensed properties, or (iv) limit the number of alternative accommodations permitted in a particular area, which may be more likely in areas experiencing housing shortages, in response to perceived safety concerns, or as a result of natural disasters such as wildfires.

Governments also are considering additional taxes [added: and fees] specific to alternative accommodations that, if implemented, could make the business of operating an alternative accommodation less attractive or prohibitively expensive.

These new and evolving regulatory schemes may decrease listings available on our sites and add significant compliance risks to our business, including the risk of fines for noncompliance, as well as substantial internal costs and the allocation of [added: resources to develop new internal compliance systems and processes.]

These compliance obligations include gathering information about property owners, verification of registration status of properties and the ongoing provision of information to governments—both domestic and foreign—about [removed: short-term rental] [added: alternative accommodation] owners and operators and requirements to withhold and report taxable income to such governments, which may deter property owners from renting their properties on [removed: an] [added: our] alternative accommodation platform.

These risks could have a material adverse effect on our alternative accommodations business, including impacting our reputation and [removed: brand,] [added: brands,] as well as the results of operations of our alternative accommodations business, which in turn could have a material adverse effect on Expedia Group’s operations and financial results.

We currently, or may in the future, compete globally with a wide variety of providers of travel-related services including:

| • | | | OTAs such as Booking.com, alternative accommodation providers such as Airbnb, and travel metasearch services; | | |

| • | | | large online companies, including in search, social media, marketplace, Gen AI, and ride sharing; | | |

| • | | | travel service suppliers (including hotels, airlines and car rental companies), who may offer favorable rates or other benefits to encourage bookings on their direct channels; | | |

| • | | | traditional travel agencies, corporate travel management service providers, wholesalers, and tour operators; | | |

| • | | | companies offering AI agents powered by Gen AI that can perform or facilitate travel-related services, such as digital assistants; and | | |

| • | | | B2B businesses offering competing software solutions and technology services, including those of other online travel agencies and global distribution systems. | | |

Some of our competitors have significant advantages such as greater financial resources or name recognition, more advanced technology systems, more consumers and consumer data, more favorable offerings, including pricing and supply breadth, or may be able to leverage other aspects of their business for competitive advantage.

For example, Google has used its search market position to promote its own travel services, potentially disintermediating our platform, and may be able to leverage the data it collects on users to the detriment of us and other OTAs.

The rapid emergence and adoption of generative and agentic AI is likely to further intensify competition for our services from established technology companies and new market entrants who may deploy AI-driven travel search, planning, and booking capabilities more effectively or rapidly than we can.

If we are unable to successfully innovate and integrate advanced AI capabilities into our own products, or if consumer behavior shifts toward AI-driven platforms where we lack a significant presence, we may experience a loss of market share, reduced direct-booking rates, and increased marketing expenses as we compete for visibility.

Any failure to effectively navigate this "agentic" revolution could have a material adverse effect on our business, financial condition, and results of operations.

In recent years, Airbnb has expanded into tours, activities, and hotel bookings, and discussed expansion into flight bookings, and Booking.com has expanded its flight booking services.

In other cases, our competitors and potential competitors offer a variety of online services, many of which are used by consumers more frequently than online travel services or have created "super-apps" where consumers can use such various services without leaving the company's app.

A competitor that has established other, more frequent online or app-based interactions with consumers may be able to more easily or cost-effectively acquire customers for its online travel services than we can.

Failure to compete effectively against existing or new competitors could result in loss of market share and reduced margins, which could have a material adverse effect on our business, financial condition, and results of operations.

Search engines frequently change the algorithms that determine placement and display of results.

These changes can adversely affect the ranking, visibility, or cost of links to our websites.

In addition, the emergence of AI search platforms and changing consumer behavior adversely affect search traffic and margins.

We are sometimes held

Fraudulent impersonation schemes involve external actors impersonating our business and customer support operations.

This activity occurs outside of our systems, for example driven by search results that surface fake phone numbers and links, making detection and mitigation challenging.

The rapid evolution and increased adoption of AI technologies, including agentic booking capabilities that may lack strong consent controls, may significantly increase our fraud risks, which could have a significant negative effect on the value of our brands and an adverse impact on our financial performance.

Key risks related to such transactions include:

| • | | | *Valuation & Financial Underperformance*: Overpaying for acquired assets, failing to realize projected synergies (revenue, cost, scale) or divestiture value, or assuming known or unknown liabilities from acquired companies; | | |

| • | | | *Integration & Execution Failures:* Difficulty in integrating diverse technologies, cultures, and workforces, causing operational disruption, diversion of management attention or resources, loss of key talent, reduced productivity, and harm to relationships with customers, suppliers and other counterparties; | | |

| • | | | *Regulatory & Compliance Hurdles*: Navigating complex antitrust, data privacy (GDPR, CCPA), and international regulatory approvals, potentially delaying or blocking transactions and incurring significant costs; | | |

| • | | | *Market & Competitive Disruption:* Entering new markets or partnering with entities that face different competitive pressures, geopolitical instability, or shifts in consumer behavior, increasing complexity in our business; | | |

| • | | | *Cybersecurity & IP Vulnerabilities*: Increased attack surface and potential leakage of sensitive customer data or proprietary technology during integration or partnership, damaging trust and incurring costs; | | |

| • | | | *Divestiture Challenges*: Difficulty in separating complex assets, retaining essential functions, or finding suitable buyers, potentially leading to stranded costs or operational inefficiencies post-separation; and | | |

| • | | | *Counterparty & Partner Risk*: Partners or acquired entities failing to meet obligations, leading to litigation, payment disputes, or undermining the strategic rationale of the transaction. | | |

Additional information regarding our cash, cash equivalents and investments is included below in *Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Position, Liquidity and Capital Resources*, and additional information about our foreign exchange risk management is included below in *Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.*

If one or more of these counterparties were to liquidate, declare bankruptcy or otherwise fail to perform their obligations due to liquidity events or other unforeseen events, we may be exposed to significant financial losses.

Specifically, a default by a financial institution counterparty could result in the loss of deposited cash, the inability to settle outstanding hedging contracts, or the inability to replace such hedging instruments on favorable terms.

In particular, we face exposure related to fluctuations in accommodation revenue due to relative currency movements from the time of booking to the

Our use of AI technologies in our products, services and operations present significant risks that could materially harm our business, reputation and financial performance.

We have incorporated third-party AI technology in certain of our products, services and business operations, and our research, development and deployment of AI technologies for internal productivity and customer or partner-facing initiatives remains ongoing.

These efforts will continue to require significant investment and resources and present risks, challenges, and unintended consequences that could affect our and our customers’ adoption and use of this technology.

We compete with both established and emerging online and traditional providers of travel-related services, including online travel agencies; alternative accommodation providers; wholesalers and tour operators; travel product suppliers (including hotels, airlines and car rental companies); search engines and large online portal websites; travel metasearch services; corporate travel management service providers; mobile platform travel applications; social media websites; eCommerce and group buying websites; B2B businesses and other participants in the travel industry.

In addition, technological developments in generative artificial intelligence ("AI") tools may be increasingly used to create competing offerings such as AI powered digital assistants, which may further increase competition.

*Online travel agencies and alternative accommodations providers.* In particular, we face intense competition from other OTAs and alternative accommodation providers in many regions, such as Booking Holdings (through its Booking.com, Priceline.com and Agoda.com brands), Airbnb, and Trip.com, any of which may have more favorable offerings for travelers or suppliers, including pricing and supply breadth.

Airbnb, Booking Holdings and other providers of alternative accommodations provide an alternative to hotel rooms and compete with alternative accommodation properties available through Expedia Group brands, including Vrbo.

The continued growth of alternative accommodation providers could affect overall travel patterns generally, and the demand for our services specifically, in facilitating reservations at hotels and alternative accommodations.

*Travel suppliers.* Travel suppliers, such as hotels, airlines and rental car companies, may offer products and services on more favorable terms to consumers who transact directly with them.

Many of these competitors have been steadily focusing on increasing online demand on their own websites and mobile applications in lieu of third-party distributors through favorable rates and bonus or loyalty points for direct bookings, surcharges for booking outside of the supplier’s own website or preferred booking technologies, suppliers combining to establish a single search platform and other tactics to drive traffic directly to supplier websites.

*Search engines and large online portal websites.* We also face intense competition from Google and other search engines.

There could be a material adverse impact on our business and financial performance to the extent that Google continues to use its market position to disintermediate online travel agencies through its own offerings or capabilities, refer customers directly to suppliers or other favored partners, increase the cost of traffic directed to our websites, offer the ability to transact on its own website, or promote its own competing products by placing its own offerings at the top of organic search results.

In recent years, search engines have increased their focus on acquiring or launching travel products that provide increasingly comprehensive travel planning content and direct booking capabilities, comparable to OTAs.

For example, Google has continued to add features and functionality to its Google Travel, Google Flights, Hotel Ads and alternative accommodations metasearch products.

In addition, Google may be able to leverage the data they collect on users to the detriment of us and other OTAs.

Search engines may also continue to expand their voice and AI capabilities.

To the extent these actions have a negative effect on our search traffic or the cost of acquiring such traffic, our business and financial performance could be adversely affected.

In addition, our brands, or brands in which we hold a significant ownership position, including trivago, compete for advertising revenue with these search engines, as well as with large internet portal sites that offer advertising opportunities for travel-related companies.

Competition could result in higher traffic acquisition costs, reduced margins on our advertising services, loss of market share, reduced customer traffic to our websites and reduced advertising by travel companies on our websites.

*Travel metasearch websites.* Travel metasearch websites, including Kayak.com (a subsidiary of Booking Holdings), trivago (a majority-owned subsidiary of Expedia Group), TripAdvisor, Skyscanner and Qunar (both are subsidiaries of Trip.com), aggregate travel search results for a specific itinerary across supplier, travel agent and other websites.

To the extent metasearch websites limit our participation within their search results, or consumers utilize a metasearch website for travel services and bookings instead of ours, our traffic-generating arrangements could be affected in a negative manner, or we may be required to increase our marketing costs to maintain share, either of which could have an adverse effect on our business and results of operations.

In addition, as a result of our majority ownership interest in trivago, we also compete more directly with other metasearch engines and content aggregators for advertising revenue.

To the extent that trivago’s ability to aggregate travel search results for a specific itinerary across supplier, travel agent and other websites is hampered, whether due to its affiliation with us or otherwise, or if OTA advertisers or suppliers choose to

limit their participation in trivago’s metasearch marketplace, trivago’s business and therefore our results of operations could be adversely affected and the value of our investment in trivago could be negatively impacted.

*Corporate travel management service providers.* By virtue of our minority ownership stake in, and long-term supply agreement with, GBT, we compete indirectly with online and traditional corporate travel providers, as well as vendors of corporate travel and expense management software and services.

Our brands also compete to attract unmanaged business travelers.

*Mobile and other platform travel applications.* The demand for and functionality of smartphones, tablet computers and home assistants continue to grow and improve significantly.

If we are unable to offer innovative, user-friendly, feature-rich mobile applications and mobile-responsive websites for our travel services, along with effective marketing and advertising, or if our mobile applications and mobile-responsive websites are not used by consumers, we could lose share to existing competitors or new entrants and our future growth and results of operations could be adversely affected.

*Applications and social media websites.* Applications and social media websites, including Facebook, Instagram and TikTok, continue to develop search functionality for data included within their websites and mobile applications, which may in the future develop into alternative research and booking resources for travelers, resulting in additional competition.

*eCommerce and group buying websites.* Traditional consumer eCommerce platforms, including Amazon and Alibaba, and group buying websites have periodically undertaken efforts to expand their local offerings into the travel market.

For example, traditional consumer eCommerce and group buying websites may add hotel offers or other travel services to their sites.

To the extent our travelers use these websites, these websites may create additional competition and could negatively affect our businesses.

*B2B businesses.* Our B2B business faces competition from other online travel agencies with B2B offerings as well as other competitors such as independent B2B businesses.

If we are unable to deliver competitive supply, products, features and commercial terms to our B2B partners, this may result in slower growth and/or a loss of share.

*Other participants in the travel industry.* Other participants or existing competitors may begin to offer or expand other services to the travel industry that compete with the services we offer to our travelers, our travel industry affiliates and partners, or our corporate clients.

For example, ride-sharing apps increasingly compete with traditional car rental services and are adding other transportation and experience offerings, and travel services continue to proliferate.

To the extent any of these services gain market share over time, it may create additional competition and could negatively affect our businesses.

Increasing competition from current and emerging competitors, the introduction of new technologies and the continued expansion of existing technologies, such as AI, metasearch and other search engine technologies, may force us to make changes to our business models, which could affect our financial performance and liquidity.

Some of our competitors may also have other significant advantages, such as greater financial resources or name recognition, more favorable corporate structures, or a broader global presence, among others.

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weakening in the credit markets could increase our cost of capital (including, with respect to ratings downgrades, the interest rate applicable to certain of our outstanding senior notes).

| • | | | requiring us to use cash and/or issue shares of our Class A common stock to settle any conversion obligations of our convertible notes; | | |

We also offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on our [removed: websites.][added: websites and apps.]

For additional information about our portfolio of brands, see the disclosure set forth in [removed: Part I, Item 1, Business, under the caption “Market Opportunity and Business Strategy.”][added: *Part I.]

This section of this Form 10-K generally discusses the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year over year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of the year ended December 31, [removed: 2022] [added: 2023] items and the year over year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in [removed: Part] [added: *Part] II, Item [removed: 7] [added: 7*] of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.][added: 2024, filed on February 7, 2025.]

For additional information about our business strategy for Expedia Group, see the disclosure set forth in [removed: Part] [added: *Part] I.

[removed: Business,] [added: Business*,] under the caption “Market Opportunity and Business Strategy.”

Online penetration [added: of travel expenditures] is higher in the U.S. and Western European markets with online penetration rates in some emerging markets, such as Latin America and Eastern European regions, lagging behind those regions.

In addition to the growth of online travel agencies, we have seen continued interest in the online travel industry from search engine companies such as Google, evidenced by continued product enhancements, and prioritizing its own AdWords and metasearch products such as Google [removed: Hotel Ads and] [added: Travel,] Google [removed: Flights,] [added: Flights and Hotel Ads,] in search results.

Businesses such as Airbnb, Vrbo and Booking.com have emerged as the leaders, bringing incremental alternative accommodation [removed: and vacation rental] inventory to the market.

Other competitors have arisen, including [removed: vacation rental] [added: alternative accommodation] property managers, who operate their own booking sites in addition to listing on Airbnb, Vrbo, and Booking.com.

[removed: For more detail, see Part I, Item 1A,] Risk [removed: Factors -] [added: Factors* \-] "We rely on the value of our brands, and the costs of maintaining and enhancing our brand awareness are increasing” and “Our international operations involve additional risks and our exposure to these risks will increase as our business expands globally.”

As a percentage of our total worldwide revenue in [removed: 2024,] [added: 2025,] lodging accounted for 80%.

Room nights booked grew [removed: 9%] [added: 8%] in [removed: 2024,] [added: 2025,] as compared to a growth of [removed: 12% in 2023 and 26%] [added: 9%] in [removed: 2022.][added: 2024.]

ADRs for rooms booked for Expedia Group [removed: increased 3% in 2022,] decreased [removed: 2%] [added: 1%] in [removed: 2023] [added: 2024] and [removed: decreased] [added: increased] 1% in [removed: 2024.][added: 2025.]

Vrbo primarily offers [removed: a] pay-per-booking service model and generates revenue from a traveler service fee for bookings, as well as insurance products.

For the full year [removed: 2024,] [added: 2025,] U.S. domestic [removed: airfares] [added: trips] were up approximately [removed: 1%] [added: 2%] year-over-year [removed: and up approximately 11% compared to 2019 levels,] according to Airlines Report Corporation ("ARC") data.

Our air bookings grew in [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] but continued to lag the growth in our lodging business.

Booked air tickets increased [removed: 6% in 2024, 4%] [added: 3%] in [removed: 2023] [added: 2025] and [removed: 8%] [added: 6%] in [removed: 2022.][added: 2024.]

As a percentage of our total worldwide revenue in [removed: 2024,] [added: 2025,] air accounted for 3%.

In [removed: 2024,] [added: 2025,] we generated [removed: $315] [added: $417] million of third-party revenue from trivago, a [removed: 7% decrease] [added: 33% increase] from [removed: 2023.][added: 2024.]

In 2023, [removed: the company] [added: trivago] adapted its marketing strategy and launched a new logo and visual identity, part of a push to rejuvenate its brand, demonstrate the relevance of its offerings and drive long-term growth.

The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to [added: booking volumes, and the more stable nature of our fixed costs.]

One Key allows members to earn OneKeyCash, the currency of the One Key program, on eligible hotels, alternative accommodations, activities, [removed: packages] [added: packages,] car rentals, flights and cruises made on [removed: the U.S. and U.K. points of sale] [added: several markets] on Expedia, Hotels.com and Vrbo.

[removed: Revenue is recognized when we have satisfied our performance] obligation relating to the awards, that is when the travel service purchased with the loyalty award is satisfied.

[removed: In the evaluation] [added: Periodically, or if our qualitative assessment shows indications] of [removed: goodwill for] impairment, we [removed: typically] perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit's carrying amount over its fair value.

[removed: Periodically,] [added: In the evaluation of goodwill for impairment,] we [removed: may choose to] perform a qualitative [removed: assessment, prior to performing the quantitative analysis,] [added: assessment] to determine whether the fair value of the goodwill is more likely than not impaired.

For additional information on our goodwill and intangible asset impairments recorded in [removed: 2024, 2023] [added: 2024] and [removed: 2022,] [added: 2023,] see NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements.

Some states and localities impose taxes (e.g. transient occupancy, accommodation tax, [added: use tax,] sales tax and/or business privilege tax) on the use or occupancy of hotel accommodations or other traveler services.

[removed: We continue to work with the relevant tax] authorities and legislators to clarify our obligations under new and emerging laws and regulations.

[added: We will continue to monitor] the issue closely and provide additional disclosure, as well as adjust the level of reserves, as developments warrant.

Additionally, certain of our businesses are involved in tax related litigation, which is discussed in [removed: Part] [added: *Part] I, Item 3, Legal [removed: Proceedings.][added: Proceedings.*]

Our B2C segment provides a full range of travel and advertising services to our worldwide customers [added: primarily] through [removed: a variety of consumer brands including: Expedia.com, Hotels.com, Vrbo, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com] [added: our three flagship brands, Expedia, Hotels.com] and [removed: CarRentals.com.][added: Vrbo.]

Gross bookings generally represent the total retail value of transactions booked for agency and merchant transactions, recorded at the time of booking reflecting the total price due for travel by travelers, [added: including taxes, fees and other charges, and are reduced for cancellations and refunds.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | |

| [removed: Gross] [added: Total gross] bookings | | | $ | [removed: 110,921] [added: 119,590] | | | | | $ | [removed: 104,079] [added: 110,921] | | | | | $ | [removed: 95,049] [added: 104,079] | | | | | [removed: 7] [added: 8] | | % | | | | [removed: 10] [added: 7] | | % |

| [removed: Revenue] [added: Total revenue] margin (1) | | | 12.3 | | % | | | | 12.3 | | % | | | | 12.3 | | % | | | | | | | | | | | | |

Gross bookings increased [removed: 7%] [added: 8%] in [removed: 2024] [added: 2025] compared to [removed: 2023,] [added: 2024,] primarily driven by lodging gross bookings due to continued strength in our hotel business.

Booked room nights for our lodging business increased [removed: 9%] [added: 8%] in [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

Revenue margin remained relatively consistent in [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

| B2C | | | $ | [removed: 9,274] [added: 9,474] | | | | | $ | [removed: 9,113] [added: 9,274] | | | | | $ | [removed: 8,741] [added: 9,113] | | | | | 2 | | % | | | | [removed: 4] [added: 2] | | % |

Expedia Group is the global travel marketplace with one purpose: to help travelers explore the world, one journey at a time.

We connect travelers, partners, and advertisers throughout our trusted brands, leading technology, and rich first-party data, delivering predictive, personalized experiences that shape the future of travel.

The Company continues to operate in an increasingly complex business environment and global macroeconomic and geopolitical pressures, including trade disruptions, currency fluctuations and energy price volatility, contributed to this environment for the travel industry in 2025.

We experienced weaker than expected travel demand in the United States in the first half of 2025 and, while conditions improved in the second half of the year, the market remains dynamic.

If broader economic and regulatory uncertainties are intensified, travel behaviors may be impacted.

These broader economic and regulatory uncertainties also extend to the global tax environment in which we operate.

Domestic and international taxing authorities have in recent years become increasingly focused on ways to increase tax revenue, including the enactment of new taxes such as digital services taxes, and have become more aggressive in their interpretation and enforcement of existing tax laws, rules and regulations.

We are in various stages of inquiry or audit with various tax authorities, some of which may require that we prepay any assessed taxes prior to contesting the validity of the assessment (“pay-to-play”) which will be repaid if we prevail in our challenge.

Other events that could have a negative impact on the travel industry and our businesses in the future are discussed in *Part I, Item 1A, Risk Factor*s - "Declines or disruptions in the travel industry could adversely affect our business and financial performance."

Item 1.

Business*, under the caption “Market Opportunity and Business Strategy.”

The market opportunity for online travel is broad and highly competitive.

Technological developments in generative AI tools are increasingly being used to create competing offerings, such as AI powered digital planning and assistance, further increasing competition.

For more detail, see *Part I.

Item 1A.

As of December 31, 2025, our global lodging marketplace had approximately 3.6 million total lodging properties available, including approximately 2.4 million online bookable alternative accommodations through Vrbo and approximately 1.2 million hotels and alternative accommodations through our other brands.

Expedia Group (“EG”) Advertising is responsible for generating advertising revenue on our global online travel brands through a variety of digital marketing solutions.

In 2025, we generated $758 million of advertising and media revenue, a 19% increase from 2024.

We also generate advertising revenue from trivago, a leading hotel metasearch website.

During the fourth quarter of 2024, trivago returned to revenue growth, which continued throughout 2025.

As a percentage of our total worldwide revenue in 2025, total advertising and media accounted for 8%.

During 2025, air travel demand exhibited a mixed but improving trend.

While ticket volumes were positive throughout the year, pricing was pressured by softer consumer demand in the United States and weaker inbound international travel into the United States in early 2025.

By the end of the year, domestic and international travel demand improved, supporting air ticket price growth.

The majority of Expedia Rewards members were migrated to One Key during 2025, but Expedia Rewards continues to be offered on select international points of sale.

Revenue is recognized when we have satisfied our performance

We continue to work with the relevant tax

| B2C | | | $ | 83,867 | | | | | $ | 81,149 | | | | | $ | 79,525 | | | | | 3 | | % | | | | 2 | | % |

| B2B | | | 35,723 | | | | | | 29,772 | | | | | | 24,554 | | | | | | 20 | | % | | | | 21 | | % |

| Revenue margin | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| B2C | | | 11.3 | | % | | | | 11.4 | | % | | | | 11.5 | | % | | | | | | | | | | | | |

| B2B | | | 13.6 | | % | | | | 13.8 | | % | | | | 13.8 | | % | | | | | | | | | | | | |

| trivago (1) | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs 2024 | | | | | | 2024 vs 2023 | | |

| EG Advertising | | | 758 | | | | | | 639 | | | | | | 483 | | | | | | 19 | | % | | | | 32 | | % |

| trivago Advertising | | | 417 | | | | | | 315 | | | | | | 338 | | | | | | 33 | | % | | | | (7) | | % |

| Total revenue | | | $ | 14,733 | | | | | $ | 13,691 | | | | | $ | 12,839 | | | | | 8 | | % | | | | 7 | | % |

EG Advertising revenue increased 19% in 2025 due an increase across our core product offerings, the addition of new partners and delivery of new offerings.

trivago Advertising revenue increased 33% in 2025 driven by its strategic focus on brand rebuilding in the past two years.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 2025 vs 2024 | | | | | | 2024 vs 2023 | | |

Expedia Group's mission is to power global travel for everyone, everywhere.

We believe travel is a force for good.

Travel is an essential human experience that strengthens connections, broadens horizons and bridges divides.

We help reduce the barriers to travel, making it easier, more enjoyable, more attainable and more accessible.

We bring the world within reach for customers and partners around the globe.

We leverage our supply portfolio, platform and technology capabilities across an extensive portfolio of consumer brands, and provide solutions to our business partners, to empower travelers to efficiently research, plan, book and experience travel.

Starting in early 2020, the COVID-19 pandemic, and measures to contain the virus, including government travel restrictions and quarantine orders, had an unprecedented impact on the global travel industry and materially and negatively impacted our business, financial results and financial condition.

Travel was severely depressed during 2020, with reduced levels of new bookings.

In 2021, we began to see a bookings recovery.

In 2022, there was a strong, but uneven, recovery in travel demand with different regions around the world experiencing different rates of recovery.

In 2023, the overall reopening of the

Asia-Pacific region and general recovery outside of the United States was a factor in the gross bookings year-over-year growth rate for our B2B segment, but any other lingering impacts of the pandemic did not have a significant impact on our businesses, and we expect that to remain the case for future periods.

More recently, inflation and other macroeconomic pressures in the U.S. and the global economy, such as interest rates, and currency fluctuations and energy price volatility, as well as evolving geopolitical conflicts, have contributed to an increasingly complex business environment.

Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.

Broad, sustained negative economic impacts could put strain on our suppliers, business and service partners, which increases the risk of credit losses and service level or other disruptions.

Additionally, further health-related events, political instability, geopolitical conflicts, acts of terrorism, significant fluctuations in currency values, sustained levels of increased inflation, sovereign debt issues, and natural disasters, are examples of other events that could have a negative impact on the travel industry in the future.

Despite these factors, we have witnessed a healthy but more normalized travel demand environment in 2024, as consumers continue to prioritize spend on travel and experiences over other discretionary spending.

Increased usage and familiarity with the internet have continued to drive rapid growth in online penetration of travel expenditures.

The industry is expected to remain highly competitive for the foreseeable future.

While trends are normalizing, our lodging business has seen a significant increase in ADRs compared to pre-pandemic levels, which were driven by broader industry trends, a mix shift to Vrbo and high ADR geographies.

As of December 31, 2024, our global lodging marketplace has over 3.5 million total lodging properties available.

Our Vrbo brand has over 2.5 million online bookable alternative accommodations listings.

Our other brands have over 1 million hotels and alternative accommodations.

In early 2024, U.S. domestic air capacity exceeded demand, putting pressure on domestic airfares, but this rationalized by September with domestic fares inflecting back to growth.

Our advertising and media business is principally driven by revenue generated by trivago, a leading hotel metasearch website, and Expedia Group Media Solutions, which is responsible for generating advertising revenue on our global online travel brands.

In 2024, we generated $954 million of advertising and media revenue, a 16% increase from 2023, representing 7% of our total worldwide revenue.

In 2024, we generated $639 million of advertising revenue from Expedia Group Media Solutions, a 32% increase from 2023.

Since the onset of COVID-19, online travel agencies, including ourselves, have reduced marketing spend on trivago.

booking volumes, and the more stable nature of our fixed costs.

Expedia Rewards also continues to be offered outside of the United States and United Kingdom and enables participating travelers to earn points on all hotel, flight, package and activities made on various international Brand Expedia websites.

During the third quarter of 2023, as a result of trivago’s recent strategic shift which included intensifying its brand marketing investments with an anticipated decrease in profitability, we concluded that sufficient

indicators existed to require us to perform an interim impairment assessment.

In addition to the trivago goodwill impairment charge mentioned above, as a result of the assessment during the third quarter of 2023 as well as additional assessment during the third quarter of 2024, we recognized a $15 million and $33 million impairment charges related to trivago's indefinite-lived trade name.

During the fourth quarters of 2023 and 2024, we also recognized intangible impairment charges of $114 million for both periods related to indefinite-lived trade names within our B2C segment.

We will continue to monitor

Occupancy and Other Taxes

We are currently involved in two lawsuits brought by or against states, cities and counties over issues involving the payment of hotel occupancy and other taxes.

We continue to defend these lawsuits vigorously.

With respect to the principal claims in these matters, we believe that the statutes and/or ordinances at issue do not apply to us or the services we provide, namely the facilitation of travel planning and reservations, and, therefore, that we do not owe the taxes that are claimed to be owed.

We believe that the statutes and ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations.

Our exposure to market risk includes our long-term debt, our revolving credit [removed: facilities,] [added: facility,] derivative instruments and cash and cash equivalents, accounts receivable, intercompany receivables, investments, merchant accounts payable and deferred merchant bookings denominated in foreign currencies.

As of both December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the outstanding aggregate principal amount of our debt was $6.3 billion.

- [removed: $1.044] [added: $1] billion of senior unsecured notes due [removed: May 2025] [added: February 2035] that bear interest at [removed: 6.25%;][added: 5.4%.]

- $1.25 billion of senior unsecured notes due February 2030 that bear interest at 3.25%; [removed: and]

- $500 million of senior unsecured notes due March 2031 that bear interest at [removed: 2.95%.][added: 2.95%; and]

The [removed: 6.25%,] 5.0%, 4.625%, 3.8%, 3.25%, [added: 2.95%,] and [removed: 2.95%] [added: 5.4%] senior unsecured notes are collectively the “Senior Notes.” If market interest rates decline, our required payments will exceed those based on market rates.

Additionally, the [removed: 6.25%,] 4.625% and 2.95% senior unsecured notes are subject to interest rate adjustments should our credit ratings be adjusted downwards, which would [removed: result in increased interest expense in the future.]

The total estimated fair value of our Senior Notes [removed: and Convertible Notes] was approximately [removed: $6.1] [added: $5.2] billion [added: and $5.1 billion] as of [removed: both] December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023.][added: 2024.]

A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our debt by approximately [removed: $70] [added: $85] million.

We had no revolving credit facilities borrowings outstanding as of both December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

We conduct business in certain international markets, primarily in Australia, [added: Brazil,] Canada, [removed: China,] the [removed: United Kingdom,] [added: European Union, Japan] and the [removed: European Union.][added: United Kingdom.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we had net forward liabilities of [removed: $2] [added: $13] million and [removed: $9] [added: $2] million recorded in accrued expenses and other current liabilities.

[added: Our goal in managing our foreign] exchange risk is to reduce to the extent practicable our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position.

In [removed: March 2022,] [added: August 2025,] we entered into [removed: two] [added: a] fixed-to-fixed cross-currency interest rate [removed: swaps] [added: swap] (“the [removed: swaps”)] [added: swap”)] with an aggregate notional amount of [removed: €300] [added: €220] million.

The [removed: swaps were] [added: swap was] designated as [added: a] net investment [removed: hedges] [added: hedge] of Euro assets with the objective to protect the U.S. dollar value of our net investments in the Euro foreign operations due to movements in foreign currency.

During the term of [removed: each] [added: the] contract, we receive interest payments in U.S. dollars at a fixed rate of [removed: 5%] [added: 5.4%] and make interest payments in Euros at an average fixed rate of [removed: 3.38%.][added: 4.061%.]

The maturity date of [removed: both swaps] [added: the swap] is February [removed: 2026,] [added: 2028,] whereby, we will receive U.S. dollars from and pay Euros to the contract [removed: counterparties.][added: counterparty.]

The fair value of the cross-currency interest rate [removed: swaps] [added: swap] was [removed: a $25 million asset as of December 31, 2024 and a $8] [added: an $11] million [removed: asset] [added: liability] as of December 31, [removed: 2023,] [added: 2025] recorded in [removed: long-term investments] [added: accrued expenses] and other [removed: assets.][added: current liabilities.]

As an example, if the foreign currencies in which we hold net asset balances were to all weaken 10% against the U.S. dollar and foreign currencies in which we hold net liability balances were to all strengthen 10% against the U.S. dollar, we would recognize foreign exchange losses of approximately [removed: $43] [added: $35] million based on our foreign currency forward positions (including the impact of forward positions economically hedging our merchant revenue exposures) and the net asset or liability balances of our foreign denominated cash and cash equivalents, accounts receivable, deferred merchant bookings and merchant accounts payable balances as of December 31, [removed: 2024.][added: 2025.]

During [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] we recorded net foreign exchange rate losses of approximately [removed: $66] [added: $46] million [removed: ($70] [added: ($75] million loss excluding the contracts economically hedging our forecasted merchant revenue), net foreign exchange rate losses of approximately [removed: $85] [added: $66] million [removed: ($65] [added: ($70] million loss excluding the contracts economically hedging our forecasted merchant revenue) and net foreign exchange rate losses of approximately [removed: $40] [added: $85] million [removed: ($37] [added: ($65] million loss excluding the contracts economically hedging our forecasted merchant revenue), respectively.

[removed: The economic impact to us of foreign currency exchange rate] movements is linked to variability in real growth, inflation, interest rates, governmental actions and other factors.

We are exposed to equity price risk as it relates to changes in fair values of our investments in equity securities of publicly-traded companies, investments in which [removed: we’ve] [added: we have] elected the fair value option, and minority investments without readily determinable fair values.

We recorded net gains (losses) of [removed: $289] [added: $(167)] million, [removed: $16] [added: $289] million, and [removed: $(345)] [added: $16] million related to these investments for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively (See NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements for further information).

The fair values of our investments in equity securities of publicly-traded companies (combined with our investments in which [removed: we’ve] [added: we have] elected the fair value option) and minority investments without readily determinable fair values, were [removed: $895] [added: $577] million and [removed: $293] [added: $256] million, respectively, at December 31, [removed: 2024,] [added: 2025,] and [removed: $584] [added: $895] million and [removed: $330] [added: $293] million, respectively, at December 31, [removed: 2023.][added: 2024.]

A hypothetical 10% decrease in the fair values at December 31, [removed: 2024] [added: 2025] of our investments in equity securities of publicly-traded companies and minority investments without readily determinable fair values would have resulted in a loss, before tax, of approximately [removed: $119] [added: $83] million, being recognized within other, net in our consolidated statements of operations.

result in increased interest expense in the future.

Our Convertible Notes are more sensitive to the equity market price volatility of our shares of common stock than changes in interest rates.

See NOTE 7 — Debt in the notes to our consolidated financial statements for further information.

As of December 31, 2024, we had a $25 million asset recorded in long-term investments and other assets related to two prior interest rate swaps that were effectively closed out during 2025.

The economic impact to us of foreign currency exchange rate

Our goal in managing our foreign

At the end of [removed: 2024,] [added: 2025,] we had [removed: over 3.5] [added: approximately 3.6] million lodging properties available, including [removed: over 2.5] [added: approximately 2.4] million online bookable alternative accommodations [removed: listings] through Vrbo, [removed: over 1] [added: approximately 1.2] million hotels and alternative accommodations through our other brands, over 500 airlines, packages, rental cars, cruises, insurance, as well as activities and experiences.

[removed: Over 25] [added: Nearly 30] years ago, we began operations as one of the first online travel agencies (“OTAs”) and played a significant role in revolutionizing and democratizing travel, by empowering customers to manage their own travel plans.

Much of our strategy leading up to the COVID-19 pandemic focused on our brands competing aggressively for share all [removed: the] around the world, each with their own offerings and benefits.

Moreover, to streamline activities and enhance focus on our core businesses, we shut down or sold a number of businesses since the beginning of 2020, including Egencia, a travel management company focused on corporate [removed: travel.][added: travel, in November 2021 and shifted to a 10-year lodging supply agreement with its purchaser, American Express Global Business Travel (“GBT”).]

We also launched One Key in the United States, which serves as the unified loyalty program under Brand Expedia, Hotels.com and Vrbo, enabling travelers to cross-earn and cross-redeem awards across these brands and [added: access] our range of products such as air, hotels and alternative accommodations.

[removed: We] [added: In 2024, we] also introduced general managers to lead each of our core consumer brands in order to highlight each brand’s distinct value proposition and improve accountability, while also leveraging the scale and efficiency of our unified tech platform.

Phocuswright estimates global travel spending, inclusive of alternative accommodations and tours and activities, at [removed: approximately $2.2] [added: over $2] trillion in [removed: 2025.][added: 2026.]

Leverage Brand and Supply Strength to Power the Travel Ecosystem. We believe the strength of our core brand portfolio and consistent enhancements to [added: our] product and service offerings, combined with our global scale and broad-based supply, drive increasing value to customers and customer demand.

In [removed: 2024,] [added: 2025,] we [removed: accelerated] [added: continued] our investments in global market expansion beyond our core markets.

Our portfolio of B2C brands [removed: include:][added: includes:]

- [removed: *Brand Expedia*.][added: *Expedia*.]

- *Vrbo.* Vrbo operates an online marketplace for [removed: the] alternative accommodations [removed: industry.][added: with localized websites around the world, as well as other regional alternative accommodation brands.]

This includes connecting to Expedia Group's travel content through our API, Rapid; adopting one of our customized white label or [removed: co-][added: co-branded ecommerce template solutions; or using our powerful agent booking tool, Expedia Travel Affiliate Agent Program ("TAAP").]

trivago [added: N.V.] is our majority-owned hotel metasearch company, based in Dusseldorf, Germany.

Leverage Our Platform to Deliver More Rapid Product Innovation Resulting in Better Traveler Experiences. [removed: During 2020, Expedia Group unified its] [added: We have coordinated our] technology, product, data engineering, and data science teams [added: in order] to build services and capabilities that can be leveraged across our business units to provide value-add services to our travel suppliers and serve our end customers.

We also launched One Key in the United States and United Kingdom, which serves as [removed: the] [added: a] unified loyalty program [removed: under] [added: for] Brand Expedia, Hotels.com and Vrbo, enabling travelers to cross-earn and cross-redeem rewards across these brands and our range of products such as air, hotels and alternative accommodations.

Today our websites and apps are powered [added: primarily] through [added: cloud platforms and, to] a [removed: combination of] [added: lesser extent,] legacy company-owned data [removed: centers and via cloud platforms.][added: centers.]

Our technology systems are subject to certain risks, which are described below in [removed: Part I, Item 1A — Risk Factors.][added: *Part I.]

We make travel products and services available both on a stand-alone and package basis, primarily through the following business models: [removed: the merchant model, the agency model and the advertising model.]

We receive commissions or ticketing fees from the [removed: travel supplier and/or traveler.]

[added: We record revenue on air transactions when the traveler books the transaction, as we do] not typically provide significant post booking services to the traveler and payments due to and from air carriers are typically due at the time of ticketing.

[removed: Additionally, we] [added: We] generally record agency revenue from the hotel when the stayed night occurs as we provide post booking services to the traveler and, thus consider the stay as when our performance obligation is satisfied.

For the year ended December 31, [removed: 2024,] [added: 2025,] we had total revenue of [removed: $13.7] [added: $14.7] billion, with merchant, agency and advertising, media and other accounting for [removed: 69%, 23%,] [added: 70%, 22%,] and 8% of total revenue, respectively.

More recently, we unified our existing loyalty programs into one global rewards platform called One Key spanning our core consumer brands, which launched in the United States in [removed: 2023 and] [added: 2023,] United Kingdom in [removed: 2024.][added: 2024 and to a number of new markets across the globe on Brand Expedia in 2025 with the majority of Expedia Rewards members now migrated to the new program.]

Our “direct connect” technology allows suppliers to upload information about available products and services and [added: rates directly from their central reservation systems and dynamically manage reservations and traveler needs through our messaging and chat platforms.]

Our suite of white label website offerings power hotel, and package bookings on [removed: suppliers' own] [added: suppliers’own] websites.

Our competition, which is strong and increasing, includes online and offline travel companies that target leisure and corporate travelers, including travel agencies, tour operators, travel supplier direct websites and their call centers, consolidators and wholesalers of travel products and services, large online [removed: portals and search websites, certain travel metasearch websites, mobile travel applications,] [added: companies including search,] social [removed: media websites,] [added: media, marketplace, generative artificial intelligence ("Gen AI") and ride sharing businesses, companies offering AI agents,] B2B businesses, as well as traditional consumer ecommerce and group buying websites.

In international markets, we are increasingly subject to laws and regulations applicable to travel agents or tour operators in those markets, including, in some countries, pricing display requirements, licensing and registration requirements, mandatory bonding and travel indemnity fund contributions, industry specific value-added tax regimes and [added: digital service taxes, and] laws regulating the provision of travel packages.

Additionally, we must comply with an expanding array of international laws and regulations aimed at online businesses, including the European Union’s Digital Services [added: Act, DAC7, the EU AI] Act and [removed: DAC7,] [added: the EU Short Term Rental law,] which impose [removed: new information gathering and reporting requirements as well as obligations to respond to inquiries about website content.]

[removed: For example,] [added: With respect to privacy,] the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA) came into force in January 2023 and applies enhanced data protection requirements in the State of California similar to those that have existed since 2018 under the European Union's General Data Protection Regulation (GDPR).

[added: Numerous other U.S. states] have passed similar laws, and data protection laws are being discussed in a number of other jurisdictions.

As of December 31, [removed: 2024,] [added: 2025,] we have a team of [removed: 16,500] [added: approximately 16,000] employees across nearly 50 countries focused on using our extensive data and technology to create amazing travel experiences.

As of December 31, [removed: 2024,] [added: 2025,] approximately one half of our people work in technology roles.

To that end, we offer competitive compensation, talent development and training opportunities and differentiated benefits, including healthcare and retirement programs, [added: expanded telehealth options,] a wellness and travel allowance, an employee assistance program, financial education tools, a global resource for [removed: diverse maternity] [added: parental leaves] and family building advice, an employee stock purchase program, time-off programs, volunteer days off, a transportation program, and travel [removed: discounts.][added: discounts, among others.]

As of December 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 123.3] [added: 117.0] million shares of Expedia Group common stock and approximately 5.5 million shares of Expedia Class B common stock [added: (the "Class B Shares")] outstanding.

[added: As of December 31, 2025, Mr. Diller, our Chairman and Senior Executive, through trusts over which he and his spouse have investment or voting power, and The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family] Foundation”), on whose board of directors Mr. Diller and certain of his family members serve as directors, collectively owned 100% [removed: (5.5 million] [added: (5,523,452] shares) of Expedia Group’s outstanding Class B common stock (and, assuming conversion of all shares of Class B common stock into shares of common stock, collectively owned approximately [removed: 4%] [added: 4.6%] of Expedia Group’s outstanding common stock), representing approximately [removed: 31%] [added: 32%] of the total voting power of all shares of Expedia Group common stock and Class B common stock outstanding.

In connection with the Company’s acquisition in 2019 of Liberty Expedia Holdings, Inc. (the “Liberty Expedia Transaction”), the Company and Mr. Diller entered into a Second Amended and Restated Governance Agreement, which provides that, subject to limited exception, no current or future holder of Class B Shares may participate in, or vote in favor of, or tender shares into, any change of control transaction involving at least 50% of the outstanding shares or voting power of capital stock of the Company, unless such transaction provides for the same per share consideration and mix of consideration [removed: (or election right) and the same participation rights for shares of Class B common stock and shares of Expedia Group common stock.]

Except as explicitly noted, the information on our [removed: website,] [added: website and apps,] as well as the websites [added: and apps] of our various brands and businesses, is not incorporated by reference in this Annual Report on Form 10-K, or in any other filings with, or in any information furnished or submitted to, the SEC.

Expedia Group, Inc. is the global travel marketplace with one purpose: to help travelers explore the world, one journey at a time.

We connect travelers, partners, and advertisers throughout our trusted brands, leading technology, and rich first-party data, delivering predictive, personalized experiences that shape the future of travel.

In 2024, we rolled out One Key in the United Kingdom and, in 2025, we continued to expand the program with the majority of Expedia Rewards members migrating to One Key.

During 2025, we have used artificial intelligence (“AI”) to amplify our strategic priorities.

We have leveraged AI by integrating it into our products and technology as well as to drive efficiencies from enhancing developer productivity and improving resolution speed in our customer service teams.

- *Other portfolio brands.* Includes Orbitz, Travelocity, ebookers and Wotif Group, among others.

The synergies in our team structure enable us to deliver more scalable services and operate more efficiently with our core B2C brands benefiting from a unified technology front-end infrastructure.

Recently, One Key was expanded to a number of new Brand Expedia markets across the globe with the majority of Expedia Rewards members now migrated to the program.

Item 1A.

Risk Factors*.

travel supplier and/or traveler.

We also regularly evaluate our patent portfolio and, as appropriate, acquire patent assets to address gaps, enhance existing holdings, or provide coverage for our current and planned business activities.

In addition, when necessary, we may acquire patent assets or obtain licenses, including in connection with resolving or mitigating patent infringement claims and other intellectual property disputes.

We are also subject to certain state insurance laws and regulations in connection with the travel insurance products offered through our platforms.

The Federal Trade Commission has also adopted rules, and numerous states have passed laws, requiring that all mandatory fees for hotel rooms and other travel services be included in the price displayed to consumers.

among other obligations, new information gathering and reporting requirements as well as obligations to respond to inquiries about website content.

With respect to consumer protection, the United Kingdom and other national authorities have increased their focus on information provided on websites, including reviews of product and services.

Additionally, laws in the European Union and certain other jurisdictions restrict the use of cookies and similar tracking technologies, requiring user consent for certain data collection practices.

We continuously evolve our benefits to meet changing employee needs.

We are deeply committed to diversity because we believe it drives innovation, strengthens relationships with travelers, and creates a workplace where everyone feels valued and can contribute long-term.

As a travel company that serves travelers around the world, we believe that when our team reflects the diversity of our travelers, and operates in an environment where they feel included, we create better experiences which leads to better business results.

(or election right) and the same participation rights for shares of Class B common stock and shares of Expedia Group common stock.

Expedia Group, Inc. is an online travel company, and our mission is to power global travel for everyone, everywhere.

We believe travel is a force for good.

Travel is an essential human experience that strengthens connections, broadens horizons and bridges divides.

On November 1, 2021, the sale of Egencia to American Express Global Business Travel (“GBT”) was completed.

As part of the transaction, Expedia Group received a minority ownership position in the combined business and entered into a 10-year lodging supply agreement with GBT.

Both Egencia pre-closing and the GBT lodging supply agreement impact our B2B segment financials.

In 2024, we rolled out One Key in the United Kingdom but decided to pause the further rollout of One Key to other international markets.

The Vrbo portfolio includes the alternative accommodation brand, Vrbo, which operates localized websites around the world as well as other regional brands.

- We have multiple other brands including, but not limited to, Orbitz, Travelocity, ebookers and Wotif Group.

branded ecommerce template solutions; or a powerful agent booking tool, Expedia Travel Affiliate Agent Program ("TAAP").

The unified team structure enables us to deliver more scalable services and operate more efficiently.

We have also completed the migration of our core B2C brands onto a unified Brand Expedia technology front-end infrastructure, having migrated Hotels.com onto the infrastructure in 2022 and Vrbo in 2023.

In addition, over time, as we execute on our streamlined application development framework, we believe we can unlock additional platform service opportunities beyond the scope of our internal brands and business travel partners.

We record revenue on air transactions when the traveler books the transaction, as we do

rates directly from their central reservation systems and dynamically manage reservations and traveler needs through our messaging and chat platforms.

Nineteen other U.S. states

People, Company Culture and Benefits

We continuously evolve our benefits to meet changing employee needs, with recent enhancements focusing on mental and emotional health services, expanded telehealth options, wellness education, and family support services, all accessible through streamlined digital platforms.

Inclusion and Diversity

To best serve our employees, customers, partners and community, we aim to build inclusive and diverse workplaces that promote belonging, respect, voice and equal opportunity with initiatives such as:

- Employee-led Inclusion Business Groups focused on promoting awareness related to race, ethnicity, sexual orientation, military status, disability and gender, as well as allyship for underrepresented identities;

- Educational programs designed to identify and mitigate bias and exclusive practices in traditional recruitment, hiring, talent review, promotion and marketing processes;

- Recruiting and assessment processes based on skills and designed to limit the impact of unconscious bias;

- Dedicated diversity sourcing, marketing, and recruiting teams focused on engaging underrepresented talent and increasing representation in top of funnel and interview slates;

- An onboarding program that includes a focus on intercultural awareness, ally skills and our inclusion resources;

- Employment and hiring targets for women to occupy 50% of leadership roles by the end of 2025 and for 25% of U.S. external hires to come from racially and ethnically underrepresented groups;

- Pay fairness evaluation tools and additional budgets to ensure employees are compensated fairly;

- Direct and easy access to accessibility tools enabling people with different needs to thrive at work;

- Using employee surveys and external benchmarking to understand identity-based trends, set clear goals, develop strategies and measure progress towards increased headcount, hiring, compensation, advancement and retention of underrepresented employee groups; and

- Programs with our travel partners that focus on underserved travelers, drive industry engagement related to inclusion and diversity, and promote related outreach efforts in local and global communities.

As of December 31, 2024, Mr. Diller and The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family

We refer to the shares of Expedia Class B common stock held by Mr. Diller and the Family Foundation as the "Class B Shares."

Actions [removed: Filed] [added: Involving Tax Related Claims] by Individual States, Cities and Counties

*Jasper County Development District #1, Texas Litigation.* On August 17, 2020, Jasper County Development District # 1 filed a lawsuit in Texas state court against Expedia and [removed: HomeAway.][added: HomeAway alleging claims for declaratory judgment, damages and for a legal accounting.]

*City of Charleston, South Carolina Litigation.* [removed: On April 9, 2021, nine] [added: During 2021 and 2022, sixteen] local governmental entities in South Carolina [removed: filed a lawsuit] [added: brought suit] in state circuit court against HomeAway.com, Inc. and many other vacation rental listing companies.

The complaint further alleges claims for violation of the South Carolina Unfair Trade Practices [removed: Act.][added: Act, and seeks declaratory and injunctive relief, a legal accounting and damages.]

At various times, the Company has also received notices of audit or tax assessments from states, counties, municipalities and other local taxing jurisdictions concerning its possible obligations with respect to state and local taxes (e.g. occupancy taxes, business privilege taxes, excise taxes, sales taxes, [added: withholding taxes,] etc.).

*Helms-Burton Litigation.* [removed: A number of] [added: Eight] complaints have been filed [added: against Expedia Group companies] by parties alleging violations of Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton [removed: Act.][added: Act, of which four remain active.]

On October 22, 2024, the [added: appellate] court issued an opinion affirming the trial court's dismissal of all claims against [removed: Homeaway] [added: HomeAway] UK.

The parties have reached a settlement agreement and, on January 5, 2026, the court dismissed the action, thereby ending the matter.

No date for trial has been set.

*State of Michigan Use Tax Litigation.* On December 18, 2025, HomeAway.com, Inc. filed a complaint in the Michigan Court of Claims against the Michigan Department of Treasury challenging assessments for use tax and interest.

HomeAway maintains that the assessments are legally and factually invalid.

The motion remains pending.

On May 2, 2025, plaintiffs in *Echevarria v.

Expedia Group, Inc., et al.* (Echevarria II) filed an amended complaint.

Defendants’ motion to dismiss is pending.

On July 14, 2025, plaintiffs in *Mata et al.

v.

Expedia Group, Inc. et al.* (Mata) filed a third amended complaint.

On July 30, 2025, the jury in *Central Santa Lucia, LLC v.

Expedia Group, Inc.* (CSL) returned a verdict in favor of Expedia.

Defendant’s motion for sanctions and plaintiff’s motion for equitable relief remain pending.

On September 5, 2025, the court in *Echevarria v.

Expedia Group, Inc. et al.* (Echevarria I) entered an order setting aside the jury verdict and entering judgment in favor of defendants.

On October 9, 2025, plaintiff filed a notice of appeal with the Eleventh Circuit, which remains pending.

*Clark County, Nevada Litigation.* On May 14, 2021, Clark County, Nevada filed a lawsuit in state court against a number of online travel companies, including a number of Expedia Group companies such as Expedia, Hotels.com, Orbitz, Travelscape, and Hotwire.

The complaint alleges the defendants failed to comply with state and local transient occupancy tax statutes, as well as claims for conversion, breach of fiduciary duty, unjust enrichment, fraud and violation of the Nevada Deceptive Trade Practices Act.

Plaintiffs purport to seek compensatory and punitive damages, declaratory relief and imposition of a constructive trust.

The case was removed to federal district court.

On September 13, 2021, defendants filed a motion to dismiss the common law and Nevada Deceptive Trade Practices Act claims.

On August 12, 2022, the district court dismissed the Nevada Deceptive Trade Practice Claim but denied the motion to dismiss the common law claims.

On May 16, 2022, defendants filed a motion for summary judgment as to all claims, which the court granted on March 31, 2023.

On April 28, 2023, Plaintiffs filed a motion for reconsideration, which the court denied on January 16, 2024.

On January 31, 2024, Plaintiffs filed a notice of appeal from the district court's rulings on the motion for summary judgment and motion to reconsider.

The United States Ninth Circuit Court of Appeals held argument on the appeal on December 8, 2024.

On December 23, 2024, the Court of Appeals affirmed the district court’s ruling.

On January 14, 2025, the Court of Appeals issued the mandate terminating its review, thereby ending the matter.

In addition, HomeAway is a party in the following proceedings:

The complaint alleges claims for declaratory judgment, damages and an accounting.

The parties have reached a tentative settlement agreement.

Plaintiffs purport to seek declaratory and injunctive relief, a legal accounting and damages.

On May 27, 2021, plaintiffs filed an amended complaint adding five additional local government entities as plaintiffs.

On September 24, 2021, plaintiffs filed a motion for leave to file a second amended complaint seeking to add, among other things, two additional local government entities as plaintiffs (which would bring the total number of plaintiffs to 16).

The court granted that motion on March 25, 2022.

On August 15, 2022, HomeAway.com, Inc. filed a motion to dismiss the South Carolina Unfair Trade Practices Act, contractual undertaking, declaratory relief and injunctive relief causes of action and answered the remaining causes of action.

On April 4, 2023, the court denied the motion.

On August 10, 2023, the District Court dismissed, on new grounds, the *Del Valle* action and plaintiff filed an appeal to the Eleventh Circuit which remains pending.

On October 31, 2024, the court granted defendants’ motion for summary judgment in the *Trinidad* matter, plaintiff appealed to the Eleventh Circuit and that appeal is pending.

The *Echeverria* matter is set for trial beginning March 24, 2025 in the U.S. District Court for the Southern District of Florida.

The *CSL* matter remains pending in the District of Delaware.

A hearing on the matter was held on March 30, 2022.

On January 12, 2023, Paris City Hall appealed the decision.

Competition and Consumer Matters

Over the last several years, the online travel industry has become the subject of investigations by various national competition authorities (“NCAs”), particularly in Europe.

Matters Relating to Contractual Provisions with Accommodations Providers

Expedia Group companies are or have been involved in a number of investigations by NCAs predominately related to whether certain parity clauses in contracts between Expedia Group entities and accommodation providers (sometimes also referred to as “most favored nation” or “MFN” provisions) are anti-competitive.

In 2015, Expedia Group companies voluntarily waived certain rate, conditions and availability parity clauses in agreements with European hotel partners, resulting in most NCAs in Europe closing their investigations.

However, certain related matters remain ongoing, including cases brought by the German Federal Cartel Office.

Legislative bodies in France, Austria, Italy, Belgium and Portugal have also adopted domestic anti-parity clause legislation, which we believe in each case violates both EU and national legal principles.

In December 2022, Switzerland also passed legislation taking action on price parity in Switzerland.

A number of NCAs outside of Europe have also opened investigations or inquired about contractual parity provisions in contracts between hotels and online travel companies in their respective territories, including Expedia Group companies.

In certain of these jurisdictions, including Australia, Brazil, Hong Kong, South Korea, Japan and New Zealand, the concerns were resolved with Expedia Group companies’ waiver of certain rate, conditions and availability parity clauses in agreements with hotel partners in the respective jurisdictions.

Matters Relating to Online Marketplaces

Some regulatory authorities in different countries have also undertaken market studies, inquiries or investigations relating to the presentation of information on certain of our consumer-facing websites.

We have worked collaboratively with such authorities and in some cases have offered voluntary undertakings or commitments in order to address the regulatory authorities' concerns.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s common equity held by non-affiliates was approximately [removed: $15,649,026,000.][added: $19,967,985,000.]

| Class | | | | | | Outstanding Shares at January [removed: 24, 2025] [added: 30, 2026] were approximately, | | | | | |

| Common stock, $0.0001 par value per share | | | | | | [removed: 123,333,622] [added: 117,011,421] | | | shares | | |

| Portions of the [removed: registrant's] [added: registrant’s] definitive Proxy Statement relating to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual report on Form 10-K where indicated. | | | | | | Part III | | |

For the Year Ended December 31, [removed: 2024][added: 2025]

| Item [removed: 1] [added: 1.] | | | [removed: [Business](#ifea5c6e53cd74958b7cd19a92a212671_13)] [added: [Business](#i592f6cc5e08a474f8fc41090ce298393_13)] | | | [removed: [1](#ifea5c6e53cd74958b7cd19a92a212671_13)] [added: [1](#i592f6cc5e08a474f8fc41090ce298393_13)] | | |

| Item [removed: 1A] [added: 1A.] | | | [Risk [removed: Factors](#ifea5c6e53cd74958b7cd19a92a212671_19)] [added: Factors](#i592f6cc5e08a474f8fc41090ce298393_19)] | | | [removed: [8](#ifea5c6e53cd74958b7cd19a92a212671_19)] [added: [8](#i592f6cc5e08a474f8fc41090ce298393_19)] | | |

| Item [removed: 1B] [added: 1B.] | | | [Unresolved Staff [removed: Comments](#ifea5c6e53cd74958b7cd19a92a212671_22)] [added: Comments](#i592f6cc5e08a474f8fc41090ce298393_22)] | | | [removed: [23](#ifea5c6e53cd74958b7cd19a92a212671_22)] [added: [22](#i592f6cc5e08a474f8fc41090ce298393_22)] | | |

| Item [removed: 1C] [added: 1C.] | | | [removed: [Cybersecurity](#ifea5c6e53cd74958b7cd19a92a212671_25)] [added: [Cybersecurity](#i592f6cc5e08a474f8fc41090ce298393_25)] | | | [removed: [24](#ifea5c6e53cd74958b7cd19a92a212671_25)] [added: [22](#i592f6cc5e08a474f8fc41090ce298393_25)] | | |

| Item [removed: 2] [added: 2.] | | | [removed: [Properties](#ifea5c6e53cd74958b7cd19a92a212671_28)] [added: [Properties](#i592f6cc5e08a474f8fc41090ce298393_28)] | | | [removed: [25](#ifea5c6e53cd74958b7cd19a92a212671_28)] [added: [24](#i592f6cc5e08a474f8fc41090ce298393_28)] | | |

| Item [removed: 3] [added: 3.] | | | [Legal [removed: Proceedings](#ifea5c6e53cd74958b7cd19a92a212671_31)] [added: Proceedings](#i592f6cc5e08a474f8fc41090ce298393_31)] | | | [removed: [26](#ifea5c6e53cd74958b7cd19a92a212671_31)] [added: [24](#i592f6cc5e08a474f8fc41090ce298393_31)] | | |

| Item [removed: 4] [added: 4.] | | | [Mine Safety [removed: Disclosures](#ifea5c6e53cd74958b7cd19a92a212671_34)] [added: Disclosures](#i592f6cc5e08a474f8fc41090ce298393_34)] | | | [removed: [27](#ifea5c6e53cd74958b7cd19a92a212671_34)] [added: [25](#i592f6cc5e08a474f8fc41090ce298393_34)] | | |

| Item [removed: 5] [added: 5.] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ifea5c6e53cd74958b7cd19a92a212671_40)] [added: Securities](#i592f6cc5e08a474f8fc41090ce298393_40)] | | | [removed: [28](#ifea5c6e53cd74958b7cd19a92a212671_40)] [added: [26](#i592f6cc5e08a474f8fc41090ce298393_40)] | | |

| Item [removed: 6] [added: 6.] | | | [removed: [Reserved](#ifea5c6e53cd74958b7cd19a92a212671_43)] [added: [Reserved](#i592f6cc5e08a474f8fc41090ce298393_43)] | | | [removed: [29](#ifea5c6e53cd74958b7cd19a92a212671_43)] [added: [27](#i592f6cc5e08a474f8fc41090ce298393_43)] | | |

| Item [removed: 7] [added: 7.] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ifea5c6e53cd74958b7cd19a92a212671_46)] [added: Operations](#i592f6cc5e08a474f8fc41090ce298393_46)] | | | [removed: [29](#ifea5c6e53cd74958b7cd19a92a212671_46)] [added: [27](#i592f6cc5e08a474f8fc41090ce298393_46)] | | |

| Item [removed: 7A] [added: 7A.] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ifea5c6e53cd74958b7cd19a92a212671_67)] [added: Risk](#i592f6cc5e08a474f8fc41090ce298393_67)] | | | [removed: [45](#ifea5c6e53cd74958b7cd19a92a212671_67)] [added: [42](#i592f6cc5e08a474f8fc41090ce298393_67)] | | |

| Item [removed: 8] [added: 8.] | | | [Consolidated Financial Statements and Supplementary [removed: Data](#ifea5c6e53cd74958b7cd19a92a212671_70)] [added: Data](#i592f6cc5e08a474f8fc41090ce298393_70)] | | | [removed: [46](#ifea5c6e53cd74958b7cd19a92a212671_70)] [added: [44](#i592f6cc5e08a474f8fc41090ce298393_70)] | | |

| Item [removed: 9] [added: 9.] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ifea5c6e53cd74958b7cd19a92a212671_73)] [added: Disclosure](#i592f6cc5e08a474f8fc41090ce298393_73)] | | | [removed: [46](#ifea5c6e53cd74958b7cd19a92a212671_73)] [added: [44](#i592f6cc5e08a474f8fc41090ce298393_73)] | | |

| Item [removed: 9A] [added: 9A.] | | | [Controls and [removed: Procedures](#ifea5c6e53cd74958b7cd19a92a212671_76)] [added: Procedures](#i592f6cc5e08a474f8fc41090ce298393_76)] | | | [removed: [46](#ifea5c6e53cd74958b7cd19a92a212671_76)] [added: [44](#i592f6cc5e08a474f8fc41090ce298393_76)] | | |

| Item [removed: 9B] [added: 9B.] | | | [Other [removed: Information](#ifea5c6e53cd74958b7cd19a92a212671_79)] [added: Information](#i592f6cc5e08a474f8fc41090ce298393_79)] | | | [removed: [49](#ifea5c6e53cd74958b7cd19a92a212671_79)] [added: [46](#i592f6cc5e08a474f8fc41090ce298393_79)] | | |

| Item [removed: 9C] [added: 9C.] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ifea5c6e53cd74958b7cd19a92a212671_82)] [added: Inspections](#i592f6cc5e08a474f8fc41090ce298393_82)] | | | [removed: [49](#ifea5c6e53cd74958b7cd19a92a212671_82)] [added: [46](#i592f6cc5e08a474f8fc41090ce298393_82)] | | |

| Item [removed: 10] [added: 10.] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ifea5c6e53cd74958b7cd19a92a212671_88)] [added: Governance](#i592f6cc5e08a474f8fc41090ce298393_88)] | | | [removed: [49](#ifea5c6e53cd74958b7cd19a92a212671_88)] [added: [46](#i592f6cc5e08a474f8fc41090ce298393_88)] | | |

| Item [removed: 11] [added: 11.] | | | [Executive [removed: Compensation](#ifea5c6e53cd74958b7cd19a92a212671_91)] [added: Compensation](#i592f6cc5e08a474f8fc41090ce298393_91)] | | | [removed: [49](#ifea5c6e53cd74958b7cd19a92a212671_91)] [added: [46](#i592f6cc5e08a474f8fc41090ce298393_91)] | | |

| Item [removed: 12] [added: 12.] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ifea5c6e53cd74958b7cd19a92a212671_94)] [added: Matters](#i592f6cc5e08a474f8fc41090ce298393_94)] | | | [removed: [49](#ifea5c6e53cd74958b7cd19a92a212671_94)] [added: [46](#i592f6cc5e08a474f8fc41090ce298393_94)] | | |

| Item [removed: 13] [added: 13.] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ifea5c6e53cd74958b7cd19a92a212671_97)] [added: Independence](#i592f6cc5e08a474f8fc41090ce298393_97)] | | | [removed: [49](#ifea5c6e53cd74958b7cd19a92a212671_97)] [added: [46](#i592f6cc5e08a474f8fc41090ce298393_97)] | | |

| Item [removed: 14] [added: 14.] | | | [Principal Accountant Fees and [removed: Services](#ifea5c6e53cd74958b7cd19a92a212671_100)] [added: Services](#i592f6cc5e08a474f8fc41090ce298393_100)] | | | [removed: [50](#ifea5c6e53cd74958b7cd19a92a212671_100)] [added: [47](#i592f6cc5e08a474f8fc41090ce298393_100)] | | |

| Item [removed: 15] [added: 15.] | | | [Exhibits, Consolidated Financial Statements and Financial Statement [removed: Schedules](#ifea5c6e53cd74958b7cd19a92a212671_103)] [added: Schedules](#i592f6cc5e08a474f8fc41090ce298393_103)] | | | [removed: [50](#ifea5c6e53cd74958b7cd19a92a212671_103)] [added: [47](#i592f6cc5e08a474f8fc41090ce298393_103)] | | |

| Item [removed: 16] [added: 16.] | | | [Form 10-K [removed: Summary](#ifea5c6e53cd74958b7cd19a92a212671_106)] [added: Summary](#i592f6cc5e08a474f8fc41090ce298393_106)] | | | [removed: [53](#ifea5c6e53cd74958b7cd19a92a212671_106)] [added: [50](#i592f6cc5e08a474f8fc41090ce298393_106)] | | |

| [removed: [Signatures](#ifea5c6e53cd74958b7cd19a92a212671_109)] [added: [Signatures](#i592f6cc5e08a474f8fc41090ce298393_109)] | | | | | | [removed: [54](#ifea5c6e53cd74958b7cd19a92a212671_109)] [added: [51](#i592f6cc5e08a474f8fc41090ce298393_109)] | | |

For the Year Ended December 31, 2025

The Company’s cybersecurity policies, standards, processes and programs are integrated into its risk management program and are based on industry standard frameworks [added: such as those] established by the National Institute of Standards and Technology ("NIST") and the International Organization for [removed: Standardization, among others,] [added: Standardization] as well as on evolving best practices.

The Board is supported in its oversight of cybersecurity risks by the Audit Committee, which regularly interacts with the Company’s risk management function, the Company’s Chief [added: Information] Security Officer function [removed: (“CSO”)] [added: (“CISO”)] and the Company’s Chief Technology Officer function (“CTO”).

[removed: The program encompasses all Company directly-managed] [added: managed] brands, entities, and internal organizations other than its publicly-traded trivago subsidiary, which has its own standalone cybersecurity risk management program, and uses a proactive approach to [removed: regularly] [added: continuously] identify and assess cybersecurity threats, vulnerabilities and risks, and to evaluate the effectiveness of implemented security controls through internal audits, external threat intelligence, and periodic external independent assessments.

The Company’s [removed: CSO] [added: CISO] provides regular reports on the results of such assessments to the Audit Committee and the Company’s senior leadership team, and the Company adjusts its cybersecurity policies, standards, and programs as necessary based on these reviews.

For information regarding cybersecurity risks that the Company faces and potential impacts on its business related thereto, see the disclosure set forth in Part I, Item 1A, Risk Factors, under the caption “System interruption, security breaches and unplanned outages in our information [removed: systems] [added: systems, or those of third-party providers on which we rely,] may harm our businesses.”

The Company’s [removed: CSO] [added: CISO] and/or the Company’s CTO regularly meet with the Audit Committee (and, where appropriate, the full Board) to discuss technology, information security and cybersecurity programs, progress updates on the Company's key cybersecurity initiatives and related priorities and controls.

At least annually, the Audit Committee and the full Board receive a comprehensive written report covering the Company's cybersecurity program and associated risks, and any changes made to the program since the previous [removed: report.]

The Company’s [removed: CSO,] [added: CISO,] in coordination with the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), CTO, and Chief Legal Officer (“CLO”), works collaboratively across the Company to implement and monitor a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s cybersecurity incident response plan and its security policy.

Through ongoing communications with these teams, the [removed: CSO,] [added: CISO,] the CTO and other executive leadership team members are informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report risks from cybersecurity threats and cybersecurity incidents to the Audit Committee when appropriate.

The Company’s process for assessing, identifying and managing risks from cybersecurity threats is composed of the following key elements:

The program encompasses all Company directly-

report.

In May 2025, the Company appointed Hilik Kotler as Senior Vice President, Chief Information Security Officer and IT, succeeding the interim co-CISOs who had overseen the CISO function since late 2024.

Mr. Kotler reports to the CTO and has more than 20 years of cybersecurity experience across the telecommunications, financial services, and technology industries, including serving as Chief Information Security Officer at SoFi, FICO and Amdocs.

Mr. Kotler co-founded Promisec, a pioneer in agentless endpoint security solutions, and served as an Information Security Team Lead in the Israeli Intelligence Corps.

He holds a degree in Business Administration and Management.

The Company’s cybersecurity risk management program is composed of the following key elements:

The Company’s prior Chief Security Officer departed in late 2024 and the CSO function is currently overseen by two co-CSOs on an interim basis until a permanent successor is appointed.

Each of the co-CSOs has over 30 years of relevant experience in a variety of sectors, including travel, fintech, and e-commerce.

One co-CSO has held Chief Information Security Officer, Chief Information Officer and Chief Security Officer roles at multiple multinational public companies, leading enterprise-wide cybersecurity strategies and risk management programs; he holds a Master's degree in Security and Risk Management.

The other co-CSO has served as Chief Technology Officer and Chief Information Officer at several multinational public companies, where he has driven digital transformation initiatives, technology modernization efforts, and secure platform development; he holds a Bachelor's degree in Computer Information Systems.

In addition, we lease approximately [removed: 2.2] [added: 2.1] million square feet of office space worldwide in various cities and locations, pursuant to leases with expiration dates through May 2038, of which approximately [removed: 680,000] [added: 770,000] square feet is leased for domestic operations and [removed: 1.5] [added: 1.3] million for international operations.

As of January [removed: 24, 2025,] [added: 30, 2026,] there were approximately [removed: 1,698] [added: 1,576] holders of record of our common stock and the closing price of our common stock was [removed: $171.23] [added: $264.84] on Nasdaq.

As of January [removed: 24, 2025,] [added: 30, 2026,] all of our Class B common stock was held by Mr. Diller, Chairman and Senior Executive of Expedia [removed: Group] [added: Group, through trusts over which he] and [added: his spouse have investment or voting power, and] the Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation.

We did not pay quarterly common stock dividends in [removed: 2024, 2023,] [added: 2024] or [removed: 2022.][added: 2023.]

[removed: On February 3, 2025, the Board of Directors approved the reinstatement of quarterly common stock dividends, and on] [added: In] February [removed: 4, 2025,] [added: 2026,] the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of [removed: $0.40] [added: $0.48] per share of outstanding common stock payable on March [removed: 27, 2025] [added: 26, 2026] to [added: the] stockholders of record as of the close of business on March [removed: 6, 2025.][added: 5, 2026.]

In addition, our credit [removed: agreements limit] [added: agreement limits] our ability to pay cash dividends under certain circumstances.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] we did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.

Our 2023 Share Repurchase Program does not have [added: a] fixed expiration [removed: dates] [added: date] and does not obligate the Company to acquire any specific number of shares.

A summary of the repurchase activity for the fourth quarter of [removed: 2024] [added: 2025] is as follows:

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs | | | | | | | | | | | | [added: | | | | | |]

| | | | | | | (In thousands, [removed: expect] [added: except] per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

The graph assumes an investment of $100 in each of the above on December 31, [removed: 2019.][added: 2020.]

][added: 2025.gif](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/expe-20251231_g1.gif)]

On February 3, 2025, the Board of Directors approved the reinstatement of quarterly common stock dividends.

In 2025, the Executive Committee, acting on behalf of the Board of Directors, declared the following dividends:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Declaration Date | | | | | | Dividend Per Share | | | | | | Record Date | | | | | | Total Amount (in millions) | | | | | | Payment Date | | |

| February 4, 2025 | | | | | | $ | 0.40 | | | | | March 6, 2025 | | | | | | $ | 51 | | | | | March 27, 2025 | | |

| May 7, 2025 | | | | | | 0.40 | | | | | | May 29, 2025 | | | | | | 51 | | | | | | June 18, 2025 | | |

| August 7, 2025 | | | | | | 0.40 | | | | | | August 28, 2025 | | | | | | 49 | | | | | | September 18, 2025 | | |

| November 6, 2025 | | | | | | 0.40 | | | | | | November 19, 2025 | | | | | | 49 | | | | | | December 11, 2025 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1-31, 2025 | | | | | | 705 | | | | | | | | | $ | 218.46 | | | | | | | | | | | 705 | | | | | | | | | $ | 1,670,914 | | | | | | | |

| November 1-30, 2025 | | | | | | 431 | | | | | | | | | 233.79 | | | | | | | | | | | | 431 | | | | | | | | | 1,570,170 | | | | | | | | |

| December 1-31, 2025 | | | | | | — | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 1,570,170 | | | | | | | | |

| Total | | | | | | 1,136 | | | | | | | | | | | | | | | | | | 1,136 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1-31, 2024 | | | | | | 673 | | | | | | | | | $ | 153.87 | | | | | | | | | | | 673 | | | | | | | | | $ | 3,266,144 | |

| November 1-30, 2024 | | | | | | 200 | | | | | | | | | 167.73 | | | | | | | | | | | | 200 | | | | | | | | | 3,232,644 | | |

| December 1-31, 2024 | | | | | | — | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | 3,232,644 | | |

| Total | | | | | | 873 | | | | | | | | | | | | | | | | | | 873 | | | | | | | | | | | | | | |

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management has concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective.

Ernst & Young, LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in their report which is included below.

We have audited Expedia Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control *—* Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Expedia Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 6, 2025] [added: 12, 2026] expressed an unqualified opinion thereon.

February 12, 2026

February 6, 2025

During the quarter ended December 31, [removed: 2024,] [added: 2025,] none of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

We are incorporating by reference the information required by Part III of this report on Form 10-K from our proxy statement relating to our [removed: 2025] [added: 2026] annual meeting of stockholders (the [removed: “2025] [added: “2026] Proxy Statement”), which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2024.][added: 2025.]

A copy of our Securities Trading Policy is filed as Exhibit 19.1 to [removed: this] [added: our Annual Report on] Form [removed: 10-K.][added: 10-K for the fiscal year ended December 31, 2024, filed on February 7, 2025.]

The remaining information required by this item is included under the captions “Election of Directors — Nominees,” “Election of Directors — Board Meetings and Committees,” “Information Concerning Executive Officers” and “Delinquent Section 16(a) Reports” in the [removed: 2025] [added: 2026] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the captions [removed: “Election] [added: “Corporate Governance and Board] of Directors —Compensation of Non-Employee Directors,” [removed: “Election] [added: “Corporate Governance and Board] of Directors — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation” in the [removed: 2025] [added: 2026] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the [removed: 2025] [added: 2026] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the captions “Certain Relationships and Related Person Transactions” and “Board of Directors — Director Independence” in the [removed: 2025] [added: 2026] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the caption "Fees Paid to Our Independent Registered Public Accounting Firm" and “Audit Committee Review and Pre-Approval of Independent Registered Public Accounting Firm Fees” in the [removed: 2025] [added: 2026] Proxy Statement and incorporated herein by reference.

| 4.1 | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-41.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 001-37429] | | | | | | [added: 4.1] | | | | | | [added: 2/7/2025] | | |

| 4.5 | | | | | | [Indenture, dated as of [removed: May 5,] [added: July 14,] 2020, among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the [removed: 6.250%] [added: 4.625% Senior] Notes due [removed: 2025](https://www.sec.gov/Archives/edgar/data/1324424/000119312520133736/d792959dex41.htm)] [added: 2027](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | [removed: 5/5/2020] [added: 7/15/2020] | | |

| 4.6 | | | | | | [Indenture, dated as of [removed: July 14, 2020,] [added: February 19, 2021] among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the [removed: 4.625% Senior] [added: 0% Convertible] Notes due [removed: 2027](https://www.sec.gov/Archives/edgar/data/1324424/000110465920083540/tm2023352d4_ex4-2.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/1324424/000110465921025826/tm217257d1_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 4.2] [added: 4.1] | | | | | | [removed: 7/15/2020] [added: 2/19/2021] | | |

| 4.7 | | | | | | [Indenture, dated as of [removed: February 19, 2021] [added: March 3, 2021,] among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the [removed: 0% Convertible] [added: 2.95% Senior] Notes due [removed: 2026](https://www.sec.gov/Archives/edgar/data/1324424/000110465921025826/tm217257d1_ex4-1.htm)] [added: 2031](https://www.sec.gov/Archives/edgar/data/1324424/000110465921031563/tm218532d1_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | [removed: 2/19/2021] [added: 3/3/2021] | | |

| 4.8 | | | | | | [Indenture, dated as of [removed: March 3, 2021,] [added: February 21, 2025, by and] among Expedia Group, Inc., the [removed: Subsidiary Guarantors from time to time parties thereto] [added: subsidiary guarantors party thereto,] and U.S. Bank [added: Trust Company,] National [removed: Association governing the 2.95% Senior Notes due 2031](https://www.sec.gov/Archives/edgar/data/1324424/000110465921031563/tm218532d1_ex4-1.htm)] [added: Association, as trustee](https://www.sec.gov/Archives/edgar/data/1324424/000114036125005439/ny20042512x5_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.1 | | | | | | [removed: 3/3/2021] [added: 2/21/2025] | | |

| 10.15* | | | | | | [Form of Expedia Group, Inc. [added: 2020 Restricted] Stock [removed: Option Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000020/ex102-q12019.htm)] [added: Unit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1064rsuagreeme.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 10-K/A] | | | | | | 001-37429 | | | | | | [removed: 10.2] [added: 10.64] | | | | | | [removed: 5/3/2019] [added: 4/29/2020] | | |

| 10.16* | | | | | | [Form of Expedia Group, Inc. 2020 [removed: Restricted] [added: Performance] Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1064rsuagreeme.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1065psuagreeme.htm)] | | | | | | | | | | | | 10-K/A | | | | | | 001-37429 | | | | | | [removed: 10.64] [added: 10.65] | | | | | | 4/29/2020 | | |

| [removed: 10.18*] [added: 10.17*] | | | | | | [Amended and Restated Expedia, Inc. Non-Employee Director Deferred Compensation Plan, effective as of January 1, 2009](https://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w13.htm) | | | | | | | | | | | | 10-K | | | | | | 000-51447 | | | | | | 10.13 | | | | | | 2/19/2009 | | |

| [removed: 10.19*] [added: 10.18*] | | | | | | [Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2009](https://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w17.htm) | | | | | | | | | | | | 10-K | | | | | | 000-51447 | | | | | | 10.17 | | | | | | 2/19/2009 | | |

| [removed: 10.20*] [added: 10.19*] | | | | | | [First Amendment of the Executive Deferred Compensation Plan, effective as of December 31, 2014](https://www.sec.gov/Archives/edgar/data/1324424/000119312515035706/d838066dex1020.htm) | | | | | | | | | | | | 10-K | | | | | | 000-51447 | | | | | | 10.20 | | | | | | 2/6/2015 | | |

| [removed: 10.21*] [added: 10.20*] | | | | | | [Amended and Restated Employment Agreement between Robert J. Dzielak and Expedia, Inc., effective March 3, 2018](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000010/dzielakemploymentagreement.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 3/7/2018 | | |

| 10.23* | | | | | | [removed: [Stock Option] [added: [Employment] Agreement between [removed: Robert Dzielak] [added: Ariane Gorin] and Expedia, Inc., effective [removed: March 2, 2018 (Cliff Vest Options)](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex107-q12018.htm)] [added: February 7, 2024](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000005/employmentagreementbetween.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-37429 | | | | | | [removed: 10.7] [added: 10.1] | | | | | | [removed: 4/27/2018] [added: 2/8/2024] | | |

| [removed: 10.24*] [added: 10.21*] | | | | | | [removed: [Employment] [added: [Stock Option] Agreement between Peter Kern and [removed: Expedia,] [added: Expedia Group,] Inc., [removed: effective] [added: dated as of] February 25, [removed: 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit101pkernemploymenta.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit102pkernstockoption.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | 2/26/2021 | | |

| [removed: 10.25*] [added: 10.22*] | | | | | | [removed: [Stock Option] [added: [Employment] Agreement between [removed: Peter Kern] [added: Julie Whalen] and [removed: Expedia Group,] [added: Expedia,] Inc., dated [removed: as of February 25, 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit102pkernstockoption.htm)] [added: September 13, 2022](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000056/ex102jwagmt.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.2 | | | | | | 2/26/2021 | | |

| [removed: 10.27*] [added: 10.24*] | | | | | | [Employment Agreement [removed: between Julie Whalen] [added: Between Scott Schenkel] and Expedia, Inc., [removed: dated September 13, 2022](https://www.sec.gov/Archives/edgar/data/1324424/000132442422000056/ex102jwagmt.htm)] [added: effective December 18, 2024](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000056/a101cfoemploymentagreeme.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | [removed: 10.2] [added: 10.1] | | | | | | [removed: 9/14/2022] [added: 12/19/2024] | | |

| 19 | | | | | | [Expedia Group, Inc. Securities Trading Policy](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-19.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 001-37429] | | | | | | [added: 19] | | | | | | [added: 2/7/2025] | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/q42025ex-21.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 22 | | | | | | [List of Guarantor Subsidiaries of Expedia Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-22.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/q42025ex-22.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/q42025ex-231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certifications of the Chairman and Senior Executive Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/q42025ex-311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of [removed: the](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-312.htm) [Ch](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-312.htm)[ief] [added: the Chief] Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-312.htm) [(Principal] [added: Officer (Principal] Executive Officer) Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/q42025ex-312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.3 | | | | | | [Certification of the Chief Financial Officer (Principal Financial Officer) pursuant Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-313.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/q42025ex-313.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1* | | | | | | [Certification of the Chairman and Senior Executive pursuant Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/q42025ex-321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.2* | | | | | | [Certification of [removed: the](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-322.htm) [Ch](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-322.htm)[ief] [added: the Chief] Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-322.htm) [(Principal] [added: Officer (Principal] Executive Officer) pursuant Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/q42025ex-322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.3* | | | | | | [Certification of the Chief Financial Officer (Principal Financial Officer) pursuant Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442425000008/q42024ex-323.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442426000008/q42025ex-323.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.9 | | | | | | [First Supplemental Indenture, dated as of February 21, 2025, by and among Expedia Group, Inc., the subsidiary guarantors party thereto, and U.S. Bank National Trust Company, National Association, as trustee, governing the 5.4% Senior Notes due 2035](https://www.sec.gov/Archives/edgar/data/1324424/000114036125005439/ny20042512x5_ex4-2.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 4.2 | | | | | | 2/21/2025 | | |

| 10.17* | | | | | | [Form of Expedia Group, Inc. 2020 Performance Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442420000027/q42019ex1065psuagreeme.htm) | | | | | | | | | | | | 10-K/A | | | | | | 001-37429 | | | | | | 10.65 | | | | | | 4/29/2020 | | |

| 10.22* | | | | | | [Stock Option Agreement between Robert Dzielak and Expedia, Inc., effective March 2, 2018 (Performance-Based Options)](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000019/ex106-q12018.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-37429 | | | | | | 10.6 | | | | | | 4/27/2018 | | |

| 10.26* | | | | | | [Restricted Stock Unit Agreement between Peter Kern and Expedia Group, Inc., dated as of February 25, 2021](https://www.sec.gov/Archives/edgar/data/1324424/000132442421000022/exhibit103pkernrsuagreement.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.3 | | | | | | 2/26/2021 | | |

| 10.28* | | | | | | [Employment Agreement between Ariane Gorin and Expedia, Inc., effective February 7, 2024](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000005/employmentagreementbetween.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 2/8/2024 | | |

| 10.29* | | | | | | [Employment Agreement Between Scott Schenkel and Expedia, Inc., effective December 18, 2024](https://www.sec.gov/Archives/edgar/data/1324424/000132442424000056/a101cfoemploymentagreeme.htm) | | | | | | | | | | | | 8-K | | | | | | 001-37429 | | | | | | 10.1 | | | | | | 12/19/2024 | | |

[added: |] February [added: 4, 2025 | | | | | | $ | 0.40 | | | | | March] 6, 2025 [added: | | | | | | $ | 51 | | | | | March 27, 2025 | | |]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 6, 2025.][added: 12, 2026.]

| /s/ [removed: JULIE WHALEN] [added: SCOTT SCHENKEL] | | | | | | Chief Financial Officer | | |

| [removed: Julie Whalen] [added: Scott Schenkel] | | | | | | (Principal Financial Officer) | | |

| /s/ [added: M.] MOINA BANERJEE | | | | | | Director | | |

| [added: M.] Moina Banerjee | | | | | | | | |

| [Consolidated Financial [removed: Statements](#ifea5c6e53cd74958b7cd19a92a212671_118)] [added: Statements](#i592f6cc5e08a474f8fc41090ce298393_118)] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ifea5c6e53cd74958b7cd19a92a212671_115)] [added: Firm](#i592f6cc5e08a474f8fc41090ce298393_115)] (PCAOB ID: 42) | | | [removed: [F-](#ifea5c6e53cd74958b7cd19a92a212671_115) [2](#ifea5c6e53cd74958b7cd19a92a212671_115)] [added: [F-](#i592f6cc5e08a474f8fc41090ce298393_115) [2](#i592f6cc5e08a474f8fc41090ce298393_115)] | | |

| [Consolidated Statements of [removed: Operations](#ifea5c6e53cd74958b7cd19a92a212671_121)] [added: Operations](#i592f6cc5e08a474f8fc41090ce298393_121)] | | | [removed: [F-](#ifea5c6e53cd74958b7cd19a92a212671_121) [4](#ifea5c6e53cd74958b7cd19a92a212671_121)] [added: [F-](#i592f6cc5e08a474f8fc41090ce298393_121) [4](#i592f6cc5e08a474f8fc41090ce298393_121)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ifea5c6e53cd74958b7cd19a92a212671_124)] [added: Income](#i592f6cc5e08a474f8fc41090ce298393_124)] | | | [removed: [F-](#ifea5c6e53cd74958b7cd19a92a212671_124) [5](#ifea5c6e53cd74958b7cd19a92a212671_124)] [added: [F-](#i592f6cc5e08a474f8fc41090ce298393_124) [5](#i592f6cc5e08a474f8fc41090ce298393_124)] | | |

| [Consolidated Balance [removed: Sheets](#ifea5c6e53cd74958b7cd19a92a212671_127)] [added: Sheets](#i592f6cc5e08a474f8fc41090ce298393_127)] | | | [removed: [F-](#ifea5c6e53cd74958b7cd19a92a212671_127) [6](#ifea5c6e53cd74958b7cd19a92a212671_127)] [added: [F-](#i592f6cc5e08a474f8fc41090ce298393_127) [6](#i592f6cc5e08a474f8fc41090ce298393_127)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#ifea5c6e53cd74958b7cd19a92a212671_130)] [added: Equity](#i592f6cc5e08a474f8fc41090ce298393_130)] | | | [removed: [F-](#ifea5c6e53cd74958b7cd19a92a212671_130) [7](#ifea5c6e53cd74958b7cd19a92a212671_130)] [added: [F-](#i592f6cc5e08a474f8fc41090ce298393_130) [7](#i592f6cc5e08a474f8fc41090ce298393_130)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ifea5c6e53cd74958b7cd19a92a212671_133)] [added: Flows](#i592f6cc5e08a474f8fc41090ce298393_133)] | | | [removed: [F-](#ifea5c6e53cd74958b7cd19a92a212671_133) [8](#ifea5c6e53cd74958b7cd19a92a212671_133)] [added: [F-](#i592f6cc5e08a474f8fc41090ce298393_133) [8](#i592f6cc5e08a474f8fc41090ce298393_133)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ifea5c6e53cd74958b7cd19a92a212671_136)] [added: Statements](#i592f6cc5e08a474f8fc41090ce298393_136)] | | | [removed: [F-](#ifea5c6e53cd74958b7cd19a92a212671_136) [9](#ifea5c6e53cd74958b7cd19a92a212671_136)] [added: [F-](#i592f6cc5e08a474f8fc41090ce298393_136) [9](#i592f6cc5e08a474f8fc41090ce298393_136)] | | |

We have audited the accompanying consolidated balance sheets of Expedia Group, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control *—* Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 6, 2025] [added: 12, 2026] expressed an unqualified opinion thereon.

| | | | Year [removed: ended] [added: Ended] December 31, | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | $ | [removed: 13,691] [added: 14,733] | | | | | $ | [removed: 12,839] [added: 13,691] | | | | | $ | [removed: 11,667] [added: 12,839] | |

| Cost of revenue (exclusive of depreciation and amortization shown separately below) (1) | | | [removed: 1,443] [added: 1,456] | | | | | | [removed: 1,573] [added: 1,443] | | | | | | [removed: 1,657] [added: 1,573] | | |

| Selling and marketing - direct | | | [removed: 6,846] [added: 7,349] | | | | | | [removed: 6,107] [added: 6,846] | | | | | | [removed: 5,428] [added: 6,107] | | |

| Selling and marketing - indirect (1) | | | [removed: 781] [added: 836] | | | | | | [removed: 756] [added: 781] | | | | | | [removed: 672] [added: 756] | | |

| Technology and content (1) | | | [removed: 1,314] [added: 1,277] | | | | | | [removed: 1,358] [added: 1,314] | | | | | | [removed: 1,181] [added: 1,358] | | |

| General and administrative (1) | | | [removed: 805] [added: 765] | | | | | | [removed: 771] [added: 805] | | | | | | [removed: 748] [added: 771] | | |

| Depreciation and amortization | | | [removed: 838] [added: 887] | | | | | | [removed: 807] [added: 838] | | | | | | [removed: 792] [added: 807] | | |

| Impairment of goodwill | | | — | | | | | | [removed: 297] [added: —] | | | | | | [removed: —] [added: 297] | | |

| Impairment of intangible assets | | | [removed: 147] [added: —] | | | | | | [removed: 129] [added: 147] | | | | | | [removed: 81] [added: 129] | | |

| Legal reserves, occupancy tax and other | | | [removed: 118] [added: 185] | | | | | | [removed: 8] [added: 118] | | | | | | [removed: 23] [added: 8] | | |

| Restructuring and related reorganization charges [removed: (1)] | | | [removed: 80] [added: 7] | | | | | | [removed: —] [added: 8] | | | | | | — | | |

| Operating income | | | [removed: 1,319] [added: 1,871] | | | | | | [removed: 1,033] [added: 1,319] | | | | | | [removed: 1,085] [added: 1,033] | | |

| Interest income | | | [removed: 235] [added: 255] | | | | | | [removed: 207] [added: 235] | | | | | | [removed: 60] [added: 207] | | |

| Interest expense | | | [removed: (246)] [added: (299)] | | | | | | [removed: (245)] [added: (246)] | | | | | | [removed: (277)] [added: (245)] | | |

| Other, net | | | [removed: 234] [added: (236)] | | | | | | [removed: 23] [added: 234] | | | | | | [removed: (379)] [added: 23] | | |

| Total other income (expense), net | | | [removed: 223] [added: (280)] | | | | | | [removed: (15)] [added: 223] | | | | | | [removed: (547)] [added: (15)] | | |

| Income before income taxes | | | [removed: 1,542] [added: 1,591] | | | | | | [removed: 1,018] [added: 1,542] | | | | | | [removed: 538] [added: 1,018] | | |

| Provision for income taxes | | | [removed: (318)] [added: (290)] | | | | | | [removed: (330)] [added: (318)] | | | | | | [removed: (195)] [added: (330)] | | |

| Net income | | | [removed: 1,224] [added: 1,301] | | | | | | [removed: 688] [added: 1,224] | | | | | | [removed: 343] [added: 688] | | |

| Net [added: (income)] loss attributable to non-controlling interests | | | [removed: 10] [added: (7)] | | | | | | [removed: 109] [added: 10] | | | | | | [removed: 9] [added: 109] | | |

| Net income attributable to Expedia Group, Inc. | | | $ | [removed: 1,234] [added: 1,294] | | | | | $ | [removed: 797] [added: 1,234] | | | | | $ | [removed: 352] [added: 797] | |

February 12, 2026

February 12, 2026

| Payment of dividends to common stockholders (declared at $1.60 per share) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | (200) | | | | | | | | | | | | | | | | | | (200) | | |

| Withholding taxes for stock options | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (19) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (19) | | |

| Common stock repurchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,998,160 | | | | | | (1,662) | | | | | | | | | | | | | | | | | | | | | | | | (1,662) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2025 | | | | | | 291,447,577 | | | | | | $ | — | | | | | 12,799,999 | | | | | | $ | — | | | | | $ | 16,565 | | | | | 181,749,380 | | | | | | $ | (16,786) | | | | | $ | 1,696 | | | | | $ | (191) | | | | | $ | 1,263 | | | | | $ | 2,547 | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income | | | $ | 1,301 | | | | | $ | 1,224 | | | | | $ | 688 | |

| Other | | | 124 | | | | | | 79 | | | | | | 55 | | |

| Proceeds from issuance of long-term debt, net of issuance costs | | | 985 | | | | | | — | | | | | | — | | |

| Payment of dividends to stockholders | | | (200) | | | | | | — | | | | | | — | | |

Merchant and Agency Air. We record revenue on air transactions when the traveler books the transaction, as we do not

The majority of Expedia Rewards members were migrated to One Key during 2025, but Expedia Rewards continues to be offered on select international points of sale.

| Cash and cash equivalents | | | $ | 5,413 | | | | | $ | 4,183 | |

| Restricted cash and cash equivalents | | | 1,563 | | | | | | 1,391 | | |

We amortize

industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.

The Company has in the past designated foreign currency-denominated debt as a hedge of our net investment in certain Euro functional currency subsidiaries.

The gains or losses on these non-derivative instruments were reported as a component of accumulated OCI as part of the cumulative translation adjustments on our consolidated balance sheets.

Contractual terms of debt arrangements, including embedded features such as conversion options, are evaluated and reassessed at each balance sheet date to determine whether they must be accounted for separately from the debt contract as derivative instruments.

Embedded derivatives are measured at fair value, with changes in fair value recognized in other, net in the consolidated statement of operations.

Stock options have not been broadly used as part of our compensation strategy in recent years and all outstanding options were fully vested as of December 31, 2024.

or the if converted method, as applicable.

We have established a reserve for the potential settlement of

In September 2025, the FASB issued new guidance related to accounting for internal-use software, which updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met.

The effective date is for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early application is permitted as of the beginning of an annual reporting period and the transition method may be prospective, modified, or retrospective.

We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements and disclosures.

| Term deposits and certificates of deposit | | | 160 | | | | | | — | | | | | | 160 | | | | | | | | |

| Corporate debt securities | | | 2 | | | | | | — | | | | | | 2 | | | | | | | | |

| Commercial paper | | | 44 | | | | | | — | | | | | | 44 | | | | | | | | |

| Equity investment | | | 577 | | | | | | 577 | | | | | | — | | | | | | | | |

| Corporate debt securities | | | 404 | | | | | | — | | | | | | 404 | | | | | | | | |

| U.S. treasury securities | | | 20 | | | | | | — | | | | | | 20 | | | | | | | | |

| Asset-backed securities | | | 121 | | | | | | — | | | | | | 121 | | | | | | | | |

| U.S. agency securities | | | 36 | | | | | | — | | | | | | 36 | | | | | | | | |

| Total assets measured at fair value on a recurring basis | | | $ | 1,564 | | | | | $ | 758 | | | | | $ | 806 | | | | | | | |

| Embedded derivative liability | | | 126 | | | | | | — | | | | | | 126 | | | | | | | | |

| Total liabilities measured at fair value on a recurring basis | | | $ | 150 | | | | | $ | — | | | | | $ | 150 | | | | | | | |

| | | | | | |

| Gain on debt extinguishment, net | | | — | | | | | | — | | | | | | 49 | | |

| Balance as of December 31, 2021 | | | | | | 274,660,725 | | | | | | $ | — | | | | | 12,799,999 | | | | | | $ | — | | | | | $ | 14,229 | | | | | 131,812,764 | | | | | | $ | (10,262) | | | | | $ | (1,761) | | | | | $ | (149) | | | | | $ | 1,495 | | | | | $ | 3,552 | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 352 | | | | | | | | | | | | (9) | | | | | | 343 | | |

| Common stock repurchases | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,202,492 | | | | | | (500) | | | | | | | | | | | | | | | | | | | | | | | | (500) | | |

| (Gain) loss on debt extinguishment, net | | | — | | | | | | — | | | | | | (49) | | |

| Payments for initial exchange of cross-currency interest rate swaps | | | — | | | | | | — | | | | | | (337) | | |

| Debt extinguishment costs | | | — | | | | | | — | | | | | | (22) | | |

Description of Business

Expedia Group, Inc. and its subsidiaries provide travel products and services to leisure and corporate travelers in the United States and abroad as well as various media and advertising offerings to travel and non-travel advertisers.

We leverage our supply portfolio, platform and technology capabilities across an extensive portfolio of consumer brands, including our three core consumer brands of Expedia®, Hotels.com®, and Vrbo® as well as trivago®, and provide solutions to our business partners, to empower travelers to efficiently research, plan, book and experience travel.

Basis of Presentation

We have eliminated significant intercompany transactions and accounts.

Expedia Rewards also continues to be offered outside the U.S. and U.K. and enables participating travelers to earn points on all hotel, flight, package and activities made on various international Brand Expedia websites.

Our significant

If the tax position meets the more

Until their redemption in March 2022, the aggregate principal value of our €650 million of registered senior unsecured notes that bore interest at 2.5% (the “2.5% Notes”) was designated as a hedge of our net investment in certain Euro-functional currency subsidiaries.

In March 2022, we redeemed the 2.5% Notes and terminated the related hedging relationship.

The maturity date of both swaps is February 2026, whereby, we will receive U.S. dollars from and pay Euros to the contract counterparties.

In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time.

Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount.

All outstanding options are fully vested as of December 31, 2024.

rental of the room by the consumer.

As of January 1, 2024, we adopted the new guidance related to the disclosure and presentation requirements of reportable segments.

The new guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit and loss.

In addition, the new guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements.

The new guidance is effective for public business entities for annual periods beginning after December 15, 2024.

In November 2024, the FASB issued new guidance expanding disclosure requirements related to certain income statement expenses.

| Derivatives: | | | | | | | | | | | | | | | | | | | | | | | |

| Cross-currency interest rate swaps | | | 8 | | | | | | — | | | | | | 8 | | | | | | | | |

| Term deposits | | | 28 | | | | | | — | | | | | | 28 | | | | | | | | |

| Equity investments | | | 584 | | | | | | 584 | | | | | | — | | | | | | | | |

| Total assets | | | $ | 859 | | | | | $ | 752 | | | | | $ | 107 | | | | | | | |

months are classified as cash equivalents.

Our equity investments include our marketable equity investment in Despegar, a publicly traded company, which is included in long-term investments and other assets in our consolidated balance sheets.

In connection with our disposition of Egencia (our former corporate travel arm) in 2021, we became an indirect holder of minority interest in GBT JerseyCo Ltd. (“GBT”), doing business as American Express Global Business Travel, and entered into a 10-year lodging supply agreement.

In May 2022, GBT completed a deSPAC business combination with Apollo Strategic Growth Capital.

This combination resulted in a newly publicly traded company, Global Business Travel Group, Inc. (“GBTG”), which together with GBT’s pre-combination shareholders owned all of GBT.

Post combination, we had minority ownership interest in GBT and a commensurate voting interest in GBTG.

In July 2023, GBTG simplified its organizational structure, and we exchanged our previously held GBT shares for an equal number of GBTG shares with no change to our ownership interest.