expe-20260429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

Expedia Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒			No fee required.

☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

Expedia Group, Inc.

1111 Expedia Group Way W.

Seattle, Washington 98119

April 29, 2026

Dear Stockholder:

You are invited to attend the 2026 Annual Meeting of Stockholders of Expedia Group, Inc. (the “2026 Annual Meeting”), which will be held at 10:30 a.m. Pacific Time, on Wednesday, June 17, 2026. The 2026 Annual Meeting will again be a virtual meeting conducted solely online at www.virtualshareholdermeeting.com/EXPE2026. Details regarding how to participate in the 2026 Annual Meeting and the business to be conducted are described in the accompanying Notice of 2026 Annual Meeting and Proxy Statement.

Your vote is very important. Whether or not you plan to participate in the 2026 Annual Meeting online, please take the time to vote. The accompanying Notice of 2026 Annual Meeting and Proxy Statement explain more about voting, and I encourage you to read them carefully.

Thank you for your ongoing support of Expedia Group.

Sincerely,

Ariane Gorin
Chief Executive Officer

2026 Annual Meeting Details

June 17, 2026

10:30 a.m.

Pacific Time

This Proxy Statement and the 2025 Annual Report are available at:

www.proxyvote.com

Expedia Group, Inc. 1111 Expedia Group Way W.

Seattle, Washington 98119

Notice of 2026 Annual

Meeting of Stockholders

The 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") of Expedia Group, Inc. ("Expedia Group") will be held at 10:30 a.m. Pacific Time on June 17, 2026. There will be no physical meeting location for stockholders to attend. Stockholders may participate only by logging in at www.virtualshareholdermeeting.com/EXPE2026, whereupon you will be asked to enter your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.

Items of business at the 2026 Annual Meeting will be:

To elect the 11 directors named in this proxy statement, each to hold office for a term ending on the date of the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board of Directors);

To approve, on an advisory basis, the compensation of Expedia Group’s named executive officers for fiscal year 2025;

To ratify the appointment of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for fiscal year 2026; and

To transact such other business as may properly come before the 2026 Annual Meeting and any adjournments or postponements thereof.

Voting. Only holders of record of outstanding shares of Expedia Group common stock and Class B common stock at the close of business on April 20, 2026 are entitled to notice of and to vote at the 2026 Annual Meeting and any adjournments or postponements thereof. Whether or not you plan to attend the 2026 Annual Meeting, please consider voting before the meeting at www.proxyvote.com, by calling 1-800-690-6903 or by completing, signing, dating and returning the proxy card. Returning the proxy card does not deprive you of your right to attend and to vote your shares during the 2026 Annual Meeting.

Proxy Materials. We are furnishing proxy materials to our stockholders primarily via the internet instead of distributing printed copies of those materials to each stockholder. By doing so, we believe we can provide our stockholders with the information they need in a more timely manner than if we had elected to distribute printed materials, while reducing the environmental impact of (and lowering the costs associated with) the distribution of our proxy materials. On or about April 29, 2026, we distributed a Notice of Internet Availability of Proxy Materials to stockholders entitled to vote at the 2026 Annual Meeting and also provided access to our proxy materials over the internet.

By order of the Board of Directors,

Robert Dzielak | Chief Legal & People Officer, and Secretary

Seattle, Washington

April 29, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, JUNE 17, 2026

The Notice of Annual Meeting, this Proxy Statement and the 2025 Annual Report to Stockholders are available at

www.proxyvote.com.

Table of Contents


PROCEDURAL MATTERS			1
202 6 Annual Meeting Information			1
202 6 Annual Meeting Agenda and Voting Recommendations			1
Record Date			1
Quorum			2
Voting Rights			2
Solicitation of Proxies			2
Voting Your Shares			3
Votes Required and Voting Impact of Abstentions and Broker Non-Votes			4
Revocation of Proxies			4
Other Business			5
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS			6
Board of Directors			6
Risk Oversight			7
Board Committees			8
Director Selection and Qualifications			10
Communications with the Board			10
Compensation of Non-Employee Directors			11
Compensation Committee Interlocks and Insider Participation			13
Delinquent Section 16(a) Reports			13
Responsible Business and Travel - Our Journey for Good			13
Human Capital Management			13
PROPOSAL 1: ELECTION OF DIRECTORS			14
Board of Director Nominees			14
Board Composition			15
Required Vote			26
PROPOSAL 2: ADVISORY VOTE ON EXPEDIA GROUP'S NAMED EXECUTIVE OFFICER COMPENSATION			27
Required Vote			27
PROPOSAL 3 : RATIFICATION OF THE APPOINTMENT OF EXPEDIA GROUP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			28
Fees Paid to Our Independent Registered Public Accounting Firm			28
Audit Committee Review and Pre-Approval of Independent Registered Public Accounting Firm Fees			29
Required Vote			29
Audit Committee Report			30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			31
Beneficial Ownership Table			31
INFORMATION CONCERNING EXECUTIVE OFFICERS			33


COMPENSATION DISCUSSION AND ANALYSIS			34
Overview			34
CFO Transition			34
Stockholder Advisory Vote on Named Executive Officer Compensation			35
Compensation Program Philosophy and Objectives			36
Compensation-Setting Process			36
Compensation Program Elements			38
202 5 Annual Compensation Review			41
Other 2025 Compensation Actions			46
Other Executive Practices and Policies			47
Tax and Accounting Considerations			49
Post-Employment Compensation Arrangements			49
COMPENSATION COMMITTEE REPORT			51
EXECUTIVE COMPENSATION			52
202 5 Summary Compensation Table			52
202 5 Grants of Plan-Based Awards			55
Outstanding Equity Awards at 202 5 Year-End			56
202 5 Stock Vested			58
Potential Payments Upon Termination or Change in Control			59
Estimated Potential Payments Upon Termination or Change in Control			62
Pay Ratio Disclosure			65
PAY VERSUS PERFORMANCE			66
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			71
Review of Related Person Transactions			71
Relationships Involving Significant Stockholders, Named Executive Officers and Directors			71
OTHER MATTERS			74
Equity Compensation Plan Information			74
Annual Reports			74
Householding			74
Proposals by Stockholders for 202 7 Annual Meeting			75


Table of Contents

Procedural Matters

This proxy statement is being furnished to holders of common stock and Class B common stock of Expedia Group, Inc., a Delaware corporation (“Expedia Group”, the “Company”, "we”, "us”, "our”), in connection with the solicitation of proxies by Expedia Group’s Board of Directors (the “Board” or the “Board of Directors”) for use at its 2026 Annual Meeting of Stockholders or any adjournment or postponement thereof (the “2026 Annual Meeting”).

Expedia Group’s principal offices are located at 1111 Expedia Group Way W., Seattle, Washington 98119. This proxy statement and accompanying materials are being made available to Expedia Group stockholders beginning on or about April 29, 2026.

2026 Annual Meeting Information

•Date and Time. The 2026 Annual Meeting will be held on June 17, 2026 beginning at 10:30 a.m. Pacific Time. It will be a virtual meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/EXPE2026, and there will be no physical meeting location.

•Access to the Audio Webcast of the 2026 Annual Meeting and Log in Instructions. Online access to the audio webcast will open approximately 30 minutes before the start of the 2026 Annual Meeting to allow time for you to log in and test your computer audio system. To attend the 2026 Annual Meeting, log in at www.virtualshareholdermeeting.com/EXPE2026. You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. We encourage you to access the meeting before the start time. If you encounter any difficulties accessing the meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting platform's login page.

•Submitting Questions at the 2026 Annual Meeting. Once online access to the 2026 Annual Meeting is open, stockholders may submit questions, if any, at www.virtualshareholdermeeting.com/EXPE2026. You will need your unique control number included on your proxy card (printed in the box) or on the instructions that accompanied your proxy materials. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints and in accordance with our meeting procedures.

•Voting Your Shares at the 2026 Annual Meeting. Unless you hold your shares in the Company’s 401(k) plan, you may vote your shares at the 2026 Annual Meeting even if you have previously submitted your vote via proxy. For instructions on how to do so, see the section below titled “Voting Your Shares—Voting at the 2026 Annual Meeting.”

2026 Annual Meeting Agenda and Voting Recommendations


Proposal	Board Voting Recommendation	Page Reference (for more detail)

Election of 11 Directors	FOR EACH DIRECTOR NOMINEE	14
Advisory vote on Expedia Group's named executive officer compensation	FOR	27
Ratification of appointment of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for fiscal 2026	FOR	28

Record Date

The Board of Directors established the close of business on April 20, 2026 as the record date (the "Record Date") for purposes of determining the holders of Expedia Group common stock and Class B common stock entitled to notice of and to vote at the 2026 Annual Meeting. On the Record Date, 114,498,625 shares of common stock and 5,523,452 shares of Class B common stock were outstanding and entitled to vote at the 2026 Annual Meeting.


2026 Proxy Statement			1			Expedia Group


			Procedural Matters			Table of Contents

Quorum

Transaction of business at the 2026 Annual Meeting may occur if a quorum is present. The presence at the 2026 Annual Meeting, in person or by proxy, of the holders of a majority of the total votes entitled to be cast at the meeting by holders of Expedia Group common stock and Class B common stock, voting together as a single class, constitutes a quorum in respect of matters on which holders of Expedia Group common stock and Expedia Group Class B common stock vote together as a single class. In the election of the three directors whom the holders of Expedia Group common stock are entitled to elect voting as a separate class, the presence at the 2026 Annual Meeting, in person or by proxy, of the holders of a majority of the total votes entitled to be cast at the meeting by holders of Expedia Group common stock constitutes a quorum. If a quorum is not present for a particular matter, it is expected that the 2026 Annual Meeting will be adjourned or postponed with respect to such matter in order to provide additional time for soliciting and obtaining additional proxies or votes, and, at any subsequent reconvening of the 2026 Annual Meeting, all previously submitted proxies will be voted in the same manner as such proxies would have been voted at the original convening of the 2026 Annual Meeting, except for any proxies that have been effectively revoked or withdrawn.

Stockholders who have not already voted by proxy and participate in the 2026 Annual Meeting online at www.virtualshareholdermeeting.com/EXPE2026 will be considered to be attending the meeting in person for purposes of determining whether a quorum has been met. If a share is represented for any purpose at the meeting, it is deemed to be present for quorum purposes and for all other matters as well. Shares of Expedia Group common stock and Class B common stock outstanding on the Record Date and represented by a properly executed proxy will be treated as present and entitled to vote at the 2026 Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. Abstentions and broker non-votes are counted for purposes of determining a quorum.

Voting Rights

Expedia Group stockholders are entitled to one vote for each share of common stock and ten votes for each share of Class B common stock held as of the Record Date, voting together as a single voting class, in:

•the election of eight of the 11 director nominees,

•the advisory vote on Expedia Group's named executive officer compensation, and

•the ratification of the appointment of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for fiscal 2026.

Expedia Group stockholders are entitled to one vote for each share of common stock held as of the Record Date in the election of the three director nominees whom the holders of Expedia Group common stock are entitled to elect as a separate class pursuant to the Company’s amended and restated certificate of incorporation. There is no cumulative voting.

Solicitation of Proxies

Expedia Group will bear the cost of the solicitation of proxies from its stockholders. In addition to solicitation by mail, the directors, officers and employees of the Company, without additional compensation, may solicit proxies from stockholders by telephone, by electronic means, by letter, by facsimile, in person or otherwise. Following the initial distribution of the Notice of Annual Meeting of Stockholders and related proxy materials, Expedia Group will request brokers, trusts, banks or other nominees to forward copies of the proxy and other soliciting materials to persons for whom they hold shares of Expedia Group common stock and to request authority for the exercise of proxies. In such cases, Expedia Group, upon the request of the brokers, trusts, banks and other stockholder nominees, will reimburse such holders for their reasonable expenses.

Expedia Group has retained MacKenzie Partners, Inc. to distribute proxy solicitation materials to brokers, trusts, banks and other stockholder nominees and to assist in the solicitation of proxies from Expedia Group stockholders. The fee for such firm’s services is estimated not to exceed $16,000, plus reimbursement for reasonable out-of-pocket costs and expenses.


Expedia Group			2			2026 Proxy Statement


Table of Contents			Procedural Matters

Voting Your Shares

Voting by Proxy Without Attending the 2026 Annual Meeting

You may direct how your shares are voted by proxy without attending the 2026 Annual Meeting. The manner in which your shares may be voted by proxy depends on the manner in which you hold your shares, as described below:

•Registered stockholder: your shares are represented by certificates or book entries in your name on the records of the Company’s stock transfer agent;

•401(k) plan participant: your shares are held in the Company’s 401(k) plan for employees; or

•Beneficial stockholder: you hold your shares “in street name” through a broker, trust, bank or other nominee.

You may vote your shares by proxy in any of the following three ways:

•Using the Internet. Registered stockholders and 401(k) plan participants may vote using the internet by going to www.proxyvote.com and following the instructions. Beneficial stockholders may vote by accessing the website specified on the voting instruction forms provided by their brokers, trusts, banks or other nominees. You will be required to enter the control number that is included on your proxy card or other voting instruction form provided by your broker, trust, bank or other nominee. Online proxy voting via the internet is available 24 hours a day and will close 11:59 p.m. Eastern Time, on June 16, 2026 for shares held in the Company's 401(k) plan and for shares held directly.

•By Telephone. Registered stockholders and 401(k) plan participants may vote, from within the United States, using any touch-tone telephone by calling 1-800-690-6903 and following the recorded instructions. Beneficial owners may vote, from within the United States, using any touch-tone telephone by calling the number specified on the voting instruction forms provided by their brokers, trusts, banks or other nominees. You will be required to enter the control number that is included on your proxy card or other voting instruction form provided by your broker, trust, bank or other nominee. Telephone proxy voting is available 24 hours a day and will close 11:59 p.m. Eastern Time on June 16, 2026 for shares held in the Company's 401(k) plan and for shares held directly.

•By Mail. Registered stockholders and participants in the Company's 401(k) plan who received printed materials may submit proxies by mail by marking, signing and dating the printed proxy cards included with your proxy materials and mailing them in the accompanying pre-addressed envelopes. Beneficial owners who received printed materials may vote by marking, signing and dating the voting instruction forms provided and mailing them in the accompanying pre-addressed envelopes.

All proxies properly submitted and not revoked will be voted at the 2026 Annual Meeting in accordance with the instructions indicated thereon. If you are a stockholder of record and submit your proxy voting instructions but do not direct how to vote on each item, the persons named as proxies will vote as the Board recommends on each of the proposals described in this proxy statement.

If you hold Expedia Group shares in the Company’s 401(k) plan, you must provide the plan trustee with instructions in order to vote these shares. The trustee of the Company’s 401(k) plan for employees, Fidelity Management Trust Company, will vote Expedia Group common stock credited to employee accounts in accordance with such employee’s voting instructions. The trustee will vote the 401(k) plan shares for which voting instructions are not received in the same proportion as the shares for which voting instructions are received.

Expedia Group is incorporated under Delaware law, which specifically permits electronically transmitted proxies, provided that each such proxy contains, or is submitted with, information from which the inspector of elections can determine that such proxy was authorized by the corresponding stockholder (Delaware General Corporation Law section 212(c)). The electronic voting procedures provided for the 2026 Annual Meeting are designed to authenticate each stockholder by use of a control number, to allow stockholders to vote their shares, and to confirm that their instructions have been properly recorded.


2026 Proxy Statement			3			Expedia Group


			Procedural Matters			Table of Contents

Voting at the 2026 Annual Meeting

Unless you hold your shares in the Company’s 401(k) plan, you may vote your shares at the 2026 Annual Meeting even if you have previously submitted your vote by proxy. If you attend the Annual Meeting online and wish to vote in person, you can request any previously submitted proxy not be used. To vote at the 2026 Annual Meeting, log in at www.virtualshareholdermeeting.com/EXPE2026. You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. If you are the beneficial owner of shares held through a broker, or other nominee, please follow the instructions provided by that broker, trustee or nominee.

Because shares held by participants in the Company’s 401(k) plan may be voted only by the trustee, these shares may not be voted during the 2026 Annual Meeting. Such plan participants are nevertheless invited to attend the 2026 Annual Meeting and submit questions.

Votes Required and Voting Impact of Abstentions and Broker Non-Votes

Votes Required. Directors are elected by a plurality of votes cast. All other proposals for consideration at the 2026 Annual Meeting require the affirmative vote of a majority of the voting power represented by the shares of Expedia Group common stock and Class B common stock, present in person or represented by proxy, and entitled to vote on the matter for approval, voting together as a single class. With respect to the election of directors, you may vote in favor of all of the nominees, withhold authority to vote for all of the nominees, or withhold authority to vote for any one or more of the nominees for whom you are entitled to vote. Because directors are elected by a plurality, withholding authority to vote with respect to one or more nominees will have no effect on the election of those nominees.

Abstentions. Abstentions are treated as shares entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of shares present and entitled to vote at the 2026 Annual Meeting (i.e., the advisory proposal regarding Expedia Group's executive compensation and the proposal regarding ratification of the independent registered public accounting firm), and have no impact on the vote on any proposal for which the vote standard is based on the votes cast at the meeting (i.e., the election of directors).

Broker non-votes. If you hold your shares in street name and want your shares to be voted on all matters at the 2026 Annual Meeting, you must instruct your broker, bank or other institution how to vote such shares. Absent your specific instructions, Nasdaq rules do not permit brokers and banks to vote your shares on a discretionary basis for non-routine corporate governance matters, such as the election of directors and the advisory proposal regarding Expedia Group's executive compensation (resulting in a “broker non-vote”). Broker non-votes will have no effect on the outcome of any of the proposals to be voted on by stockholders at the 2026 Annual Meeting. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered:

•Non-Routine Items. The election of directors and the advisory proposal regarding Expedia Group's executive compensation are non-routine items and may NOT be voted on by your broker, bank or other nominee absent your specific voting instructions. Although broker non-votes will be tabulated in respect of each of these items, any broker non-vote will have no impact on the outcome as such broker, bank or other nominee is not considered entitled to vote.

•Routine Item. The ratification of Ernst & Young LLP as Expedia Group’s independent registered public accounting firm for fiscal 2026 is a routine item. Generally, brokers, banks and other nominees that do not receive voting instructions may vote on this proposal in their discretion, and therefore, broker non-votes are not expected for this matter.

Revocation of Proxies

If you are a beneficial stockholder, you may revoke your proxy or change your vote only by following the separate instructions provided by your broker, trust, bank or other nominee.

If you are a registered stockholder, you may revoke your proxy at any time before it is exercised at the 2026 Annual Meeting by (i) delivering written notice, bearing a date later than your proxy, stating that the proxy is revoked, (ii) submitting a later-dated proxy relating to the same stock by mail, telephone or the internet before the vote at the 2026 Annual Meeting, or (iii) attending the 2026 Annual Meeting and resubmitting your vote. Registered stockholders may also follow the instructions provided on the proxy card to submit a new proxy by telephone or via the internet.


Expedia Group			4			2026 Proxy Statement


Table of Contents			Procedural Matters

Other Business

The Board of Directors does not intend to bring any business before the 2026 Annual Meeting other than the proposals discussed in this proxy statement and specified in the Notice of Annual Meeting of Stockholders. The Board has no knowledge of any other matters to be presented at the 2026 Annual Meeting other than those described in this proxy statement. If any other matters should properly come before the 2026 Annual Meeting, the persons designated as proxies will vote on them according to their best judgment.

Your vote is very important. Whether or not you plan to attend the 2026 Annual Meeting, please take the time to vote via the internet, by telephone or by returning your marked, signed and dated proxy card so that your shares will be represented at the 2026 Annual Meeting.


2026 Proxy Statement			5			Expedia Group


						Table of Contents

Corporate Governance and Board of Directors

Board of Directors

Board Composition

The Company's business and affairs are overseen by our Board of Directors, which is currently composed of 11 members. There are currently two management representatives on the Board, and seven of the nine remaining directors are independent. The Board has standing Audit, Compensation, and Nominating Committees, each solely composed of independent directors, as well as an Executive Committee.

2025 Board Meetings. During 2025, the Board of Directors met four times, and acted by unanimous written consent twice. Each of our current directors, except for Mr. Wang, attended at least 75% of the aggregate number of meetings of the Board and its committees on which the director served. The Company encourages all directors to attend the annual meeting of stockholders, and all but one of the directors who was a member of the Board in June 2025 attended the 2025 annual meeting of stockholders, which was held virtually.

Director Independence. The Board of Directors has determined that seven of the Board’s current 11 directors are “independent directors” as defined under the Marketplace Rules of The Nasdaq Stock Market (the "Marketplace Rules") and that the members of the Audit and Compensation Committees have also satisfied the separate independence requirements applicable to audit committee and compensation committee members under SEC rules and Marketplace Rules. The independent directors are Beverly Anderson, M. Moina Banerjee, Chelsea Clinton, Henrique Dubugras, Craig Jacobson, Patricia Menendez Cambo, and Alexandr Wang. In making its independence determinations, the Board considered applicable legal standards and any relevant transactions, relationships or arrangements, including Ms. Clinton’s service as a member of the board of directors of IAC Inc. (formerly named IAC/InterActiveCorp, and hereinafter, "IAC").

Board Leadership Structure. Our independent directors meet in regularly scheduled sessions, typically after each Board meeting. We do not have a lead independent director or any other formally appointed leader for these independent sessions. The independent membership of our Audit, Compensation and Nominating Committees ensures that only directors without ties to Company management are charged with oversight of financial reporting and executive compensation related decisions made by Company management, as well as for recommending candidates for Board membership. At each regularly scheduled Board meeting, the Chair of each respective committee (as and if applicable) provides the full Board with an update of all significant matters discussed, reviewed, considered and approved by the committee since the last regularly scheduled Board meeting.

Mr. Diller serves as the Chairman and Senior Executive of the Company, and Ms. Gorin serves as the Chief Executive Officer of the Company. This leadership structure provides the Company with the benefit of Mr. Diller’s continued oversight of the Company’s strategic goals and vision, coupled with the benefit of a separate full-time Chief Executive Officer dedicated to focusing on day-to-day management, as well as the Company’s strategic goals and vision. The Company believes that this is the most appropriate leadership structure for the Company and its stockholders at this time.


Expedia Group			6			2026 Proxy Statement


Table of Contents			Corporate Governance and Board of Directors

Risk Oversight

Board’s Role in Risk Oversight

As part of its general oversight duties, the Board of Directors oversees the Company’s risk management. Between quarterly meetings, the Chief Financial Officer and Chief Legal Officer meet regularly with the Executive Committee, and the members of the Executive Committee are informed of any immediate risks at such meetings.

The Audit Committee is responsible for discussing with management the Company’s major financial risks and the steps management has taken to monitor and control such risks, including the Company’s risk assessment and management policies, its foreign exchange risk management policy, and its investment management policy. In fulfilling these oversight responsibilities, the Audit Committee receives regular reports from the Chief Financial Officer, Chief Legal Officer, Head of Internal Audit, Chief Accounting Officer and Treasurer. The Head of Internal Audit reports directly to the Audit Committee and provides quarterly (or more frequent) reports on the results of internal audits and investigations and the Audit Committee reviews and approves the annual internal audit plan.

The Board of Directors recognizes that safeguarding the Company’s data, information systems, and technology assets is critical to maintaining the trust and confidence of the Company’s travelers, business partners and employees, and the Board, in coordination with the Audit Committee, actively exercises oversight of the Company’s technological infrastructure, information security and its cybersecurity, which are key components of the Company’s risk management program. The Audit Committee regularly receives presentations and reports from both Company management and third parties, as appropriate, that address a wide range of topics related to cybersecurity risks and the Company’s 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 and related priorities and controls and provide reports to the Audit Committee and the Board at least annually regarding information security matters. For more information about the Company's cybersecurity risk management program, please see the disclosures under the heading "Cybersecurity" in Part I, Item 1C of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

The Compensation Committee annually reviews the potential risk to the Company from its compensation programs and policies, including any incentive plans, and assesses whether such programs and policies incentivize unnecessary or excessive risk taking. The Chair of the Audit Committee and the Chair of the Compensation Committee each make regular reports to the full Board.

Management's Role in Risk Oversight

The Company's management is responsible for day-to-day risk management and has developed and implemented policies and guidelines to identify, assess and manage significant risks facing the Company. In this context, management conducts an annual risk assessment on a Company-wide basis, to assess strategic, financial, operational, information security and regulatory risks. The Company also conducts additional, targeted assessments to review specific areas of risk, including information technology and cybersecurity, climate change and compensation related risks. The results of these assessments are first reviewed by the Company's senior management, after which they are discussed with the Board or appropriate Board committee as described above. The Chairman/Senior Executive, Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer also attend quarterly Board meetings and discuss operational risks with the Board, and management provides quarterly reports and presentations on strategic risks to the Board.


2026 Proxy Statement			7			Expedia Group


			Corporate Governance and Board of Directors			Table of Contents

Board Committees

The Audit, Compensation, and Nominating Committees operate under written charters adopted by the Board of Directors. These charters are available on the “Corporate Governance” page of the “Investors” section of the Company’s corporate website at www.expediagroup.com. The following table sets forth the members of each standing committee.

Name

Audit
Committee

Compensation
Committee

Executive
Committee

Nominating
Committee

Beverly Anderson(1)

M. Moina Banerjee(1)

Chelsea Clinton(1)

Barry Diller

Henrique Dubugras(1)

Ariane Gorin

Craig Jacobson(1)

Dara Khosrowshahi

Patricia Menendez Cambo(1)

Alex von Furstenberg

Alexandr Wang(1)


n			Member			£			Chair

(1)Independent director.

Audit Committee. The Audit Committee of the Board of Directors is currently composed of three directors: Ms. Banerjee, who chairs the committee, Ms. Menendez Cambo, and Mr. Jacobson.

The Board has determined that (i) each of the directors serving on our Audit Committee is independent within the meaning of the SEC rules and Marketplace Rules and is able to read and understand fundamental financial statements as required by Marketplace Rules, and (ii) Ms. Banerjee is an “audit committee financial expert,” as defined under the SEC rules.

The Audit Committee operates pursuant to a written charter adopted by the Board, pursuant to which the Audit Committee is granted the responsibilities and authority necessary to comply with Rule 10A-3 of the Exchange Act. The Audit Committee is appointed by the Board to assist the Board with a variety of matters discussed in detail in the Charter, including monitoring: (1) the integrity of the Company’s financial reporting process, (2) the independent registered public accounting firm’s qualifications and independence, (3) the performance of the Company’s internal audit function and the independent registered public accounting firm, (4) the Company’s compliance with legal and regulatory requirements, and (5) the Company's significant enterprise risks, including financial, product security and cybersecurity risk exposures and actions that Company management has undertaken to identify, assess, monitor, manage, mitigate and report on such risks.

The Audit Committee met eight times in 2025. The formal report of the Audit Committee with respect to the year ended December 31, 2025 is set forth below under the heading “Audit Committee Report”.


Expedia Group			8			2026 Proxy Statement


Table of Contents			Corporate Governance and Board of Directors

Compensation Committee. The Compensation Committee of the Board of Directors is currently composed of three directors: Ms. Clinton, who is Chair, Mr. Jacobson, and Ms. Anderson. In 2025, the Compensation Committee met four times and acted by unanimous written consent four times.

The Board has determined that each Compensation Committee member (i) satisfies the independence requirements applicable under SEC and Marketplace Rules; and (ii) has never been an employee of Expedia Group.

The Compensation Committee operates pursuant to a written charter adopted by the Board and is responsible for, among other matters, (1) administering and overseeing the Company’s executive compensation program, including salary matters, bonus plans and stock compensation plans, (2) approving grants of equity awards, (3) oversight of the Company’s succession plans relating to members of the Company’s senior management team other than the Chief Executive Officer, (4) oversight and administration of compensation-related policies applicable to the Company’s senior management, (5) oversight and guidance on the Company’s strategic inclusion and diversity initiatives and establishing the Company’s general compensation philosophy and oversight of compensation and benefits programs, and (6) reviewing from time to time and making recommendations to the Board with respect to the compensation and benefits of directors, including under any incentive compensation plans and equity-based compensation plans. Please see the section below titled “Compensation Discussion and Analysis” for more information about the Company’s compensation-setting process and its other executive compensation practices and policies, including its compensation risk oversight.

Compensation Consultant Independence. During 2025, the Compensation Committee retained the compensation consulting firm, Compensia, Inc. (“Compensia”), as its independent consultant to conduct a review of the Company’s compensation peer groups, and to compile data from proxy statements and other SEC filings of peer companies regarding compensation for certain executive officer positions. Additionally, and at the Compensation Committee's direction, Compensia rendered advice in connection with 2025 equity award grants to certain executive officers, among other matters, as further detailed below in the section entitled, "Compensation Discussion and Analysis - Role of Compensation Consultant." The Compensation Committee considered various factors bearing upon Compensia’s independence including, but not limited to, the fees received by Compensia from the Company as a percentage of Compensia’s total revenue; Compensia’s policies and procedures designed to prevent conflicts of interest; and any business or personal relationships that could impinge on Compensia’s independence. Upon completion of its review, the Compensation Committee determined that Compensia was independent and that its engagement did not present any conflicts of interest.

Nominating Committee. The Nominating Committee of the Board of Directors is currently composed of two directors: Mr. Jacobson, who is Chair, and Ms. Clinton. The Board has determined that each member of the Nominating Committee is independent under Marketplace Rules. The Nominating Committee functions pursuant to a written charter adopted by the Board of Directors. The Nominating Committee is appointed by the Board to assist the Board by (i) identifying, reviewing and evaluating individuals qualified to become Board members and (ii) recommending director nominees for the next annual meeting of stockholders and nominees to fill vacancies on the Board as necessary. In 2025, the Nominating Committee met once.

Executive Committee. The Executive Committee has all the power and authority of the Board of Directors, except those powers specifically reserved to the Board by Delaware law, and is currently composed of two directors: Mr. Diller and Ms. Gorin. In 2025, the Executive Committee acted by unanimous written consent six times.


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			Corporate Governance and Board of Directors			Table of Contents

Director Selection and Qualifications

The Nominating Committee identifies, reviews and evaluates individuals qualified to become Board members and recommends candidates for nomination and election to the Board. The Nominating Committee may use any methods it deems appropriate to identify candidates for Board membership, including recommendations from other Board members, from management and from stockholders. The Nominating Committee may also engage outside search firms, consultants and other advisers, at the Company’s expense, to identify, screen and/or evaluate suitable candidates.

The Board and the Nominating Committee do not have specific requirements for eligibility to serve as a director of Expedia Group. However, in evaluating candidates, regardless of how recommended, the Nominating Committee considers the following criteria as well as any other factor they deem relevant:

•whether the professional and personal ethics and values of the candidate are consistent with those of Expedia Group;

•whether the candidate’s experience and expertise would be beneficial to the Board in rendering service to Expedia Group, including in providing a mix of directors that represent a diversity of experiences, characteristics, attributes, skills and backgrounds; and

•whether the candidate has the time required for preparation, participation, and attendance at Board meetings and committee meetings, if applicable.

The Nominating Committee directs any search firm it engages to include qualified women and minority candidates with a diversity of race/ethnicity and gender in the initial pool presented to the Nominating Committee for consideration. The Nominating Committee also considers whether a candidate is willing and able to devote the necessary time and energy to the work of the Board, and is prepared and qualified to represent the best interests of Expedia Group’s stockholders.

Stockholder Recommendations. The Nominating Committee uses the same process to evaluate director nominees recommended by stockholders as it does to evaluate nominees identified by other sources. Stockholders who wish to make such a recommendation should send the recommendation to Expedia Group, Inc., 1111 Expedia Group Way W., Seattle, Washington 98119, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a “Director Nominee Recommendation.” The letter must identify the individual making the recommendation as a stockholder and provide evidence of such stock ownership, and provide a brief summary of the candidate’s qualifications and experience under the criteria noted above, as well as consent by the candidate to serve as a director if elected. Any director candidate recommendations will be reviewed by the Corporate Secretary and the Chairman and, if deemed appropriate, forwarded to the Nominating Committee for further review. If the Nominating Committee believes that the candidate fits the profile of a qualified director nominee as described above, the recommendation will be shared with the entire Board.

Stockholder Nominations. Expedia Group’s Amended and Restated By-laws also permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, and in order for any such nomination to be included in the company’s proxy card (the “universal proxy” as contemplated pursuant to Rule 14a-19 under the Exchange Act), the stockholder must satisfy the requirements set forth in our By-laws and in Rule 14a-19 under the Exchange Act. In addition, the stockholder must give timely notice to the Corporate Secretary in accordance with the advance notice procedure set forth in our By-laws.

Communications with the Board

Expedia Group stockholders who wish to communicate with the Board of Directors or a particular director may send such communication to Expedia Group, Inc., 1111 Expedia Group Way W., Seattle, Washington 98119, Attention: Corporate Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder, provide evidence of the sender’s stock ownership and clearly state whether the intended recipients are all members of the Board or just certain specified directors. The Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if deemed appropriate. Communications that are primarily commercial in nature, that are not relevant to stockholders or other interested constituents or that relate to improper or irrelevant topics will generally not be forwarded to the Board or to the specified director(s).


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Table of Contents			Corporate Governance and Board of Directors

Compensation of Non-Employee Directors

The Board of Directors, based on recommendations from the Compensation Committee, has primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide the competitive compensation necessary to attract and retain high quality non-employee directors, and to encourage ownership of Company stock to further align directors’ interests with those of our stockholders.

Expedia Group employees do not receive compensation for serving as a Board member. Each non-employee director of Expedia Group who served on the Board during 2025 was entitled to receive the following compensation:

•an annual retainer of $45,000, paid in equal quarterly installments;

•a grant of RSUs with a value of $250,000 (based on the closing price of Expedia Group’s common stock on the Nasdaq Stock Market on the day before the grant), upon such director’s initial election to office or at the time such director first became eligible to receive compensation for service as a director, and annually thereafter on June 1, with such RSUs to vest in three equal installments commencing on the first anniversary of the grant date. In the event of a change in control as defined in the Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan (the “Expedia Group 2005 Plan”), the RSUs shall vest automatically in full as set forth in the “Form of Expedia Group, Inc. 2020 Restricted Stock Unit Agreement (Directors)” included as an exhibit to the Company's most recent Annual Report on Form 10-K.

•an annual retainer of $20,000 for each member of the Audit Committee (including the Chair), $15,000 for each member of the Compensation Committee (including the Chair) and $17,500 for each member of the Nominating Committee (including the Chair); and

•a supplemental annual retainer of $15,000 for the Chair of the Audit Committee and $15,000 for the Chair of the Compensation Committee.

Expedia Group reimburses directors for all reasonable expenses incurred to attend Board and committee meetings.

Director Stock Ownership Guidelines

The Board of Directors has adopted stock ownership guidelines applicable to its members, designed to further align the interests of the directors with the interests of the Company's stockholders. The director stock ownership guidelines apply to "Covered Directors": all directors except those who are subject to the Company’s Executive Stock Ownership Guidelines.

Covered Directors are encouraged during their tenure to hold a number of shares of Expedia Group common stock, the aggregate value of which is equal to (or greater than) five times the annual cash retainer amount (currently $45,000, with the current holding requirement thereby equal to $225,000). Covered Directors have five years to satisfy the holding requirement. If the annual cash retainer is increased during a Covered Director’s service, the Covered Director shall have five years from the date of the increase in the annual cash retainer to acquire the additional stock. Based on the closing price of the Company’s common stock on April 20, 2026, each Covered Director held shares of Expedia Group common stock with a value greater than $225,000.

Non-Employee Director Deferred Compensation Plan

Under the Company's Director Deferred Compensation Plan, non-employee directors may defer all or a portion of their cash directors’ fees. Eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied toward the purchase of share units, representing the number of shares of Expedia Group common stock that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund. If any dividends are paid on Expedia Group common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the average “bank prime loan” rate for such year identified in the U.S. Federal Reserve Statistical Release. Upon termination of service as a director of the Company, a director will receive (1) with respect to share units, such number of shares of Expedia Group common stock as the share units represent, and (2) with respect to the cash fund, a cash payment. Payments upon termination will be made in either one lump sum or up to five installments, as elected by the eligible director at the time of the deferral election. Mr. Khosrowshahi and Ms. Menendez Cambo elected to defer 100% of their 2025 director fees toward share units, and Ms. Clinton elected to defer 50% of her 2025 director fees toward share units.


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			Corporate Governance and Board of Directors			Table of Contents

Hedging Policy

Expedia Group’s Securities Trading Policy prohibits directors from engaging in short sales with respect to the Company’s securities or the purchase, sale or issuance of options or rights relating to the Company’s securities. This prohibition extends to various forms of hedging or monetization transactions.

2025 Director Compensation

As employee directors, Mr. Diller and Ms. Gorin did not receive compensation for their service as directors during 2025.

The following table provides summary information regarding the compensation received by our non-employee directors for their Board service during 2025.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	All Other Compensation ($)	Total ($)

Beverly Anderson(4)	60,000	249,958	—	309,958
M. Moina Banerjee(5)	80,000	249,958	—	329,958
Chelsea Clinton(6)(*)(†)	92,500	249,958	—	342,458
Henrique Dubugras	45,000	249,958	—	294,958
Craig Jacobson(7)	97,500	249,958	—	347,458
Dara Khosrowshahi(*)(†)	45,000	249,958	—	294,958
Patricia Menendez Cambo(8)(*)(†)	65,000	249,958	—	314,958
Alex von Furstenberg(†)	45,000	249,958	—	294,958
Alexandr Wang	45,000	249,958	—	294,958

(1)This column reports the amount of cash compensation earned in 2025 for Board and committee service, including amounts deferred at the director’s election.

(2)Reflects aggregate grant date fair value of awards granted in the year indicated, computed in accordance with FASB ASC Topic 718, and in accordance with the assumptions described in the “Stock-Based Compensation” section of “Note 2 - Significant Accounting Policies” in the notes to consolidated financial statements in the Company’s most recent Annual Report on Form 10-K. The grant date fair value of awards reflects an estimate as of the grant date and may not correspond to the actual value that will be recognized by the directors. Stock awards consist of RSUs valued using the closing price of Expedia Group common stock on the Nasdaq Stock Market on the trading day immediately preceding the grant date.

(3)Non-employee directors who served on the Board through December 31, 2025 had the following outstanding RSU awards as of such date: Ms. Anderson, 3,847 RSUs; Ms. Banerjee, 3,847 RSUs; Ms. Clinton, 3,847 RSUs; Mr. Dubugras, 3,847 RSUs; Mr. Jacobson, 3,847 RSUs; Mr. Khosrowshahi, 3,847 RSUs; Ms. Menendez Cambo, 3,847 RSUs; Mr. von Furstenberg, 3,847 RSUs; and Mr. Wang, 3,847 RSUs.

(4)Ms. Anderson was a member of the Compensation Committee during 2025.

(5)Ms. Banerjee was Chair of the Audit Committee during 2025.

(6)Ms. Clinton was Chair of the Compensation Committee and a member of the Nominating Committee during 2025.

(7)Mr. Jacobson was Chair of the Nominating Committee and a member of the Audit Committee and Compensation Committee during 2025.

(8)Ms. Menendez Cambo was a member of the Audit Committee during 2025.

(*) Mr. Khosrowshahi and Ms. Menendez Cambo elected to defer 100% of their 2025 director fees toward share units and Ms. Clinton elected to defer 50% of her 2025 director fees toward share units pursuant to the Director Deferred Compensation Plan.

(†) Based on 2025 and prior year deferrals, at December 31, 2025, our non-employee directors had the following deferred share unit balances: Ms. Clinton held 2,786.27 share units; Mr. Khosrowshahi held 2,011.07 share units; Ms. Menendez Cambo held 1,834.95 share units; and Mr. von Furstenberg held 1,556.38 share units.


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Table of Contents			Corporate Governance and Board of Directors

Compensation Committee Interlocks and Insider Participation

In 2025, the Board of Directors had a Compensation Committee composed of Ms. Anderson, Ms. Clinton, and Mr. Jacobson. During the year ended December 31, 2025, none of Ms. Anderson, Ms. Clinton, or Mr. Jacobson was an officer or employee of Expedia Group, formerly an officer of Expedia Group, or an executive officer of an entity for which an executive officer of Expedia Group served as a member of the Compensation Committee or as a director.

Delinquent Section 16(a) Reports

Pursuant to Section 16(a) of the Exchange Act, Expedia Group officers and directors and persons who beneficially own more than 10% of a registered class of Expedia Group’s equity securities are required to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) with the SEC. Based solely on a review of the reports filed for fiscal year 2025 and related written representations, we believe that all Section 16(a) reports were filed on a timely basis.

Responsible Business and Travel — Our Journey for Good

At Expedia Group, we believe travel can be a catalyst for positive change for our travelers, partners, communities, employees, and the planet. Our Global Impact and Sustainability Strategy leverages our platform, technology, and partnerships to deliver on our mission of protecting the people and places that make travel possible. We are advancing a travel ecosystem that strengthens the communities we rely on while protecting the places we love to explore. To amplify this, we have identified the following three priorities:

•Environment — Protecting the Planet We Explore: Promote more sustainable travel by aligning our business with a Net Zero future, enabling travelers to act more responsibly, and encouraging partners to offer more sustainable travel options.

•Social — Strengthening the Communities We Visit: Deliver positive impact for destination communities where we live, work, and operate through long-term partnerships, philanthropy, and programs that foster responsible stewardship of tourism.

•Governance — Guiding How We Do Business Responsibly: Scale our business responsibly so that the people and places of every journey remain vibrant and resilient for generations to come.

Human Capital Management

At Expedia Group, our mission is to power global travel for everyone, everywhere. We believe travel is a force for good, and we are committed to making it more accessible and enjoyable for everyone. As of December 31, 2025, we have a team of 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, 2025, approximately one half of our people work in technolo

SEC Form DEF 14A filed by Expedia Group Inc.