Expedia Group EXPE · USD

Segment Information We have the following reportable segments: B2C, B2B, and trivago. Our B2C segment provides a full range of travel and advertising services to our worldwide customers primarily through our three flagship brands, Expedia, Hotels.com and Vrbo. Our B2B segment fuels a wide range of travel and non-travel companies including airlines, offline travel agents, online retailers, corporate travel management and financial institutions, who leverage our leading travel technology and tap into our diverse supply to augment their offerings and market Expedia Group rates and availabilities to their travelers. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites. Our chief operating decision makers ("CODMs") are our Chief Executive Officer and our Chairman. We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Adjusted EBITDA. Adjusted EBITDA for our B2C and B2B segments includes allocations of certain expenses, primarily related to our global travel supply organization and the majority of costs from our product and technology platform, as well as facility costs and the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant lodging revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change. Our CODMs use Adjusted EBITDA to allocate resources for each segment predominantly in the annual budget and forecasting process. The CODMs consider budget-to-actual variances on a monthly basis using Adjusted EBITDA when making decisions about allocating capital and personnel to the segments. The CODMs also use Adjusted EBITDA to assess the performance for each segment and in the compensation of certain employees.Our segment disclosure includes intersegment revenues, which primarily consist of advertising and media services provided by our trivago segment to our B2C segment.

Commitments and Contingencies Letters of Credit, Purchase Obligations and GuaranteesWe have commitments and obligations that include purchase obligations, guarantees and LOCs, which could potentially require our payment in the event of demands by third parties or contingent events. The following table presents these commitments and obligations as of December 31, 2025: By Period TotalLess than1 year1 to 3years3 to 5yearsMore than5 years (In millions)Purchase obligations$176 $81 $93 $2 $— Guarantees63 63 — — — Letters of credit49 48 1 — — $288 $192 $94 $2 $— Our purchase obligations represent the minimum obligations we have under agreements with certain of our vendors. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use. We have guarantees which consist primarily of bonds relating to tax assessments that we are contesting as well as bonds required by certain foreign countries’ aviation authorities for the potential non-delivery, by us, of packaged travel sold in those countries. The authorities also require that a portion of the total amount of packaged travel sold be bonded. Our guarantees also include certain surety bonds related to various company performance obligations. Our LOCs consist of stand-by LOCs, underwritten by a group of lenders, which we primarily issue for certain regulatory purposes as well as to certain hotel properties to secure our payment for hotel room transactions. The contractual expiration dates of these LOCs are shown in the table above. There were no material claims made against any stand-by LOCs during the years ended December 31, 2025, 2024 and 2023.Legal ProceedingsIn the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia Group. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters.

DebtThe following table sets forth our outstanding debt: December 31, 20252024 (In millions)6.25% senior notes due 2025$— $1,043 5.0% senior notes due 2026750 749 0% convertible senior notes due 2026942 996 4.625% senior notes due 2027748 747 3.8% senior notes due 2028998 997 3.25% senior notes due 20301,242 1,240 2.95% senior notes due 2031495 494 5.4% senior notes due 2035986 — Total debt(1)$6,161 $6,266 Current maturities of long-term debt(1,692)(1,043) Long-term debt, excluding current maturities$4,469 $5,223 ___________________________________(1)Net of applicable discounts and debt issuance costs. Outstanding DebtSenior Notes Outstanding. February 2025 Senior Notes Issuance. In February 2025, we issued $1 billion of registered senior unsecured notes that bear interest at 5.4% and are due in February 2035 (the “5.4% Notes”). The 5.4% Notes were issued at a price of 99.316% of the aggregate principal amount. Interest is payable semi-annually in arrears in February and August of each year, beginning August 15, 2025. At any time prior to November 15, 2034, we may redeem some or all of the 5.4% Notes by paying a “make-whole” premium plus accrued and unpaid interest, if any. On or after November 15, 2034, we may redeem some or all of the 5.4% Notes at par plus accrued and unpaid interest, if any. The net proceeds from the issuance of the 5.4% Notes were approximately $985 million after deducting the discount and debt issuance costs. In prior years, we issued the following senior notes, which are still outstanding as of December 31, 2025:•$750 million of registered senior unsecured notes that are due in February 2026 that bear interest at 5.0% (the “5.0% Notes”). The 5.0% Notes were issued at 99.535% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year. We may redeem the 5.0% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 5.0% Notes on or after November 12, 2025, we may redeem them at a redemption price of 100% of the principal plus accrued interest.•$750 million of registered senior unsecured notes that are due in August 2027 that bear interest at 4.625% (the “4.625% Notes”). The 4.625% Notes were issued at a price of 99.997% of the aggregate principal amount. Interest is payable semi-annually in arrears in February and August of each year. We may redeem some or all of the 4.

Income Taxes The following table summarizes our U.S. and foreign income (loss) before income taxes: Year Ended December 31, 202520242023 (In millions)U.S.$1,307 $1,280 $935 Foreign284 262 83 Total$1,591 $1,542 $1,018 Provision for Income TaxesThe following table summarizes our provision for income taxes: Year Ended December 31, 202520242023 (In millions) Current income tax expense:U.S. federal$7 $68 $106 State28 30 36 Foreign177 146 126 Current income tax expense212 244 268 Deferred income tax (benefit) expense:U.S. federal78 77 75 State10 18 (4)Foreign(10)(21)(9)Deferred income tax expense78 74 62 Income tax expense:U.S. federal85 145 181 State38 48 32 Foreign167 125 117 Income tax expense$290 $318 $330 We reduced our current income tax payable by $39 million, $24 million, and $17 million for the years ended December 31, 2025, 2024 and 2023 for tax deductions attributable to stock-based compensation.Deferred Income TaxesAs of December 31, 2025 and 2024, the significant components of our deferred tax assets and deferred tax liabilities were as follows: December 31, 20252024 (In millions)Deferred tax assets:Provision for accrued expenses$54 $47 Deferred loyalty rewards253 217 Net operating loss and tax credit carryforwards196 130 Capitalized research and development207 391 Operating lease liabilities113 118 Long-term investments119 108 Other133 84 Total deferred tax assets1,075 1,095 Less valuation allowance(206)(176)Net deferred tax assets$869 $919 Deferred tax liabilities:Goodwill and intangible assets$(315)$(308)Anticipatory foreign tax credits(32)(17)Operating lease ROU assets(109)(115)Other(1)(2)Total deferred tax liabilities$(457)$(442)Net deferred tax assets$412 $477 As of December 31, 2025, we had state net operating loss carryforwards (“NOLs”) of approximately $121 million and foreign NOLs of approximately $298 million. State NOLs of $33 million may be carried forward indefinitely, and state NOLs of $88 million expire at various times starting from 2035. Foreign NOLs of $198 million may be carried forward indefinitely, and foreign NOLs of $100 million expire at various times starting from 2027. As of December 31, 2025, we had tax credit carryforwards of approximately $135 million, which expire at various times starting from 2039.As of December 31, 2025, we had a valuation allowance of approximately $206 million related to certain tax attribute carryforwards for which it is more likely than not the tax benefits will not be realized.

Stock-Based Awards and Other Equity Instruments Pursuant to the Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, we may grant restricted stock, restricted stock awards, RSUs, stock options and other stock-based awards, such as PSUs, to directors, officers, employees and consultants. As of December 31, 2025, we had approximately nine million shares of common stock reserved for new stock-based awards under the 2005 Stock and Annual Incentive Plan. We issue new shares to satisfy the exercise or release of stock-based awards. The following table presents a summary of RSU activity:RSUsWeighted AverageGrant-Date FairValue (In thousands) Balance as of December 31, 20246,712 $124.31 Granted2,837 173.18 Vested(3,481)133.08 Cancelled(1,030)129.57 Balance as of December 31, 20255,038 144.65 The following table presents a summary of PSU activity:PSUsWeighted AverageGrant-Date FairValue (In thousands) Shares probable to be issued as of December 31, 2024346 $99.88 Granted(1)229 175.00 Performance Shares Adjustment(2)208 163.62 Cancelled(119)195.93 Shares probable to be issued as of December 31, 2025(2)664 124.68 ___________________________________(1)Represents number of shares granted at 100% of target.(2)Outcome for vested market-based awards is updated based upon achievement of certain stock price growth rate targets of the Company’s common stock. Probable outcome for unvested market-based awards is based upon achievement of certain stock price growth rate targets of the Company’s common stock as of December 31, 2025. Probable outcome for unvested performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications.The total market value of RSU and PSU shares vested during the years ended December 31, 2025, 2024 and 2023 was $722 million, $578 million and $316 million.The following table presents a summary of our stock option activity:OptionsWeighted AverageExercise PriceRemainingContractual LifeAggregateIntrinsic Value (In thousands) (In years)(In millions)Balance as of December 31, 20242,392 $154.61 Exercised(692)148.29 Balance as of December 31, 20251,700 157.18 0.7$214 Exercisable as of December 31, 20251,700 157.18 0.

Leases We have operating leases for office space and data centers. Our leases have remaining lease terms of one year to 12 years, some of which include options to extend the leases for up to ten years, and some of which include options to terminate the leases within one year.Operating lease costs were $84 million, $85 million and $97 million for the years ended December 31, 2025, 2024 and 2023, respectively.Supplemental cash flow information related to leases were as follows:Year endedDecember 31,202520242023(In millions)Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating lease payments$81 $80 $92 Right-of-use assets obtained in exchange for lease obligations: Operating leases41 22 86 Supplemental consolidated balance sheet information related to leases were as follows:December 31, 2025December 31, 2024(in millions)Operating lease right-of-use assets$296 $305 Current lease liabilities, included within Accrued expenses and other current liabilities$61 $63 Long-term lease liabilities, included within Operating lease liabilities 254 265 Total operating lease liabilities$315 $328 Weighted average remaining lease term5.8 years6.2 yearsWeighted average discount rate4.2 %4.

The Board, in coordination with the Audit Committee, oversees the Company’s risk management program, which includes risks arising from cybersecurity threats. 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, including evolving standards, third-party and independent reviews, threat environment updates, technology trends and information security considerations arising with respect to the Company’s peers and partners. 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, 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 report. Additionally, the Audit Committee is promptly apprised of any cybersecurity incident that meets established reporting thresholds, and receives ongoing updates regarding any such incident until it has been resolved. At each regularly scheduled Board meeting, the Audit Committee Chair provides the full Board with an update on all significant matters discussed, reviewed, considered and approved by the committee since the last regularly scheduled Board meeting. The Company’s 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. To facilitate the success of the Company’s cybersecurity risk management program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents.

Earnings Per Share Basic Earnings Per ShareBasic earnings per share was calculated for the years ended December 31, 2025, 2024 and 2023 using the weighted average number of common and Class B common shares outstanding during the period excluding restricted stock and stock held in escrow.Diluted Earnings Per ShareFor the years ended December 31, 2025, 2024 and 2023, we computed diluted earnings per share using (i) the number of shares of common stock and Class B common stock used in the basic earnings per share calculation as indicated above, (ii) if dilutive, the incremental common stock that we would issue upon the assumed exercise or vesting of stock-based awards and common stock warrants using the treasury stock method, (iii) if dilutive, our Convertible Notes using the if-converted method prior to the date of our irrevocable election to settle in cash as discussed in NOTE 7 — Debt, and (iv) other stock-based commitments.The following table presents our basic and diluted earnings per share: Year Ended December 31, 202520242023 (In millions, except share and per share data)Net income attributable to Expedia Group, Inc.$1,294 $1,234 $797 Earnings per share attributable to Expedia Group, Inc. available to common stockholders: Basic$10.32 $9.39 $5.50 Diluted9.81 8.95 5.31 Weighted average number of shares outstanding (000's):Basic125,363 131,432 144,967 Dilutive effect of:Convertible Notes3,410 3,921 3,921 Stock-based awards3,170 2,566 1,340 Diluted131,943 137,919 150,228 For the year ended December 31, 2025, a minimal number of shares of outstanding stock-based awards were excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive. For the years ended December 31, 2024 and 2023, approximately 1 million and approximately 4 million were excluded.The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.