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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted on the Nasdaq Global Select Market under the ticker symbol “EXPE.” Our Class B common stock is not listed and there is no established public trading market. As of January 30, 2026, there were approximately 1,576 holders of record of our common stock and the closing price of our common stock was $264.84 on Nasdaq. As of January 30, 2026, all of our Class B common stock was held by Mr. Diller, Chairman and Senior Executive of Expedia Group, 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.

Dividend Policy

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 DateDividend Per ShareRecord DateTotal Amount (in millions)Payment Date
February 4, 2025$0.40March 6, 2025$51March 27, 2025
May 7, 20250.40May 29, 202551June 18, 2025
August 7, 20250.40August 28, 202549September 18, 2025
November 6, 20250.40November 19, 202549December 11, 2025

We did not pay quarterly common stock dividends in 2024 or 2023.

In February 2026, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.48 per share of outstanding common stock payable on March 26, 2026 to the stockholders of record as of the close of business on March 5, 2026.

Declaration and payment of future dividends, if any, is at the discretion of the Board of Directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, share dilution management, legal risks, tax policies, capital requirements relating to research and development, investments and acquisitions, challenges to our business model and other factors that the Board of Directors may deem relevant. In addition, our credit agreement limits our ability to pay cash dividends under certain circumstances.

Unregistered Sales of Equity Securities

During the quarter ended December 31, 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.

Issuer Purchases of Equity Securities

In October 2023, the Executive Committee of the Board of Directors, pursuant to a delegation of authority from the Board, authorized a program to repurchase up to $5 billion of our common stock (“2023 Share Repurchase Program”). Our 2023 Share Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number of shares. Under the program, shares may be repurchased in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be subject to the discretion of the Company and depend on a variety of factors, including the market price of Expedia Group’s common stock, general market and economic conditions, regulatory requirements and other business considerations. A summary of the repurchase activity for the fourth quarter of 2025 is as follows:

PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs
(In thousands, except per share data)
October 1-31, 2025705$218.46705$1,670,914
November 1-30, 2025431233.794311,570,170
December 1-31, 2025———1,570,170
Total1,1361,136

Performance Comparison Graph

The graph shows a five-year comparison of cumulative total return, calculated on a dividend reinvested basis, for Expedia Group common stock, the NASDAQ Composite Index, the RDG (Research Data Group) Internet Composite Index and the S&P 500. The graph assumes an investment of $100 in each of the above on December 31, 2020. The stock price performance shown in the graph is not necessarily indicative of future price performance.

RDG Graph 2025.gif

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