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• Adjusted EBITDA increased 23% to $1.119 billion, with 196 basis points of margin expansion.
• GAAP net income attributable to Expedia Group rose 166% to $878 million; diluted EPS was $7.16, up 188%.
• Company raised full-year 2026 guidance: revenue now expected $16.05-$16.22 billion (9-10% growth) and gross bookings $129.5-$130.8 billion (8-9% growth).
• Declared quarterly dividend of $0.48 per share, payable September 17, 2026.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Expedia Group held its 2026 Annual Meeting of Stockholders on June 17, 2026, with results reported in an 8-K filed June 23, 2026.
• The advisory vote on named executive officer compensation passed with 129,923,391 votes for, 15,369,867 against, and 3,710,321 abstaining.
• Stockholders ratified Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026, with 152,960,795 votes for.
• A quorum was present: 103,236,367 common shares and 5,523,452 Class B shares represented, totaling 158,470,887 votes.

5.07 Submission of Matters to a Vote of Security Holders

• Adjusted EBITDA increased 83% to $542 million, with 591 basis points of margin expansion; adjusted EPS grew 386% to $1.96.
• GAAP net loss narrowed 97% to $6 million, and diluted loss per share improved to $(0.05) from $(1.56).
• Repurchased approximately 3.3 million shares for $700 million in Q1 and announced a new $5 billion share repurchase authorization.
• Declared a quarterly cash dividend of $0.48 per share, payable June 18, 2026, to stockholders of record May 28, 2026.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Scott Schenkel will step down as CFO effective May 11, 2026, and depart the company on May 16, 2026.
• Andersen receives an annual base salary of $1,000,000 and a $2,500,000 signing bonus paid in installments.
• He will receive an initial equity award of $17,000,000 in RSUs and be eligible for annual equity awards with a target value of $10,000,000.
• Andersen will be based in Seattle, with relocation assistance including a $30,000 monthly housing allowance for up to 13 months.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The sale of the Notes was completed on April 10, 2026, with net proceeds of approximately $986 million after underwriting discounts and estimated offering expenses.
• The Notes mature on April 15, 2036, pay interest semi-annually on April 15 and October 15 (beginning October 15, 2026), and are senior unsecured, unsubordinated obligations ranking equally with existing and future unsecured debt.
• Expedia may redeem the Notes before January 15, 2036 at a make-whole premium, and at par on or after that date; a change of control triggers an offer to repurchase at 101% of principal plus accrued interest.
• Proceeds are intended for general corporate purposes, including debt repayment, dividends, stock repurchases, working capital, capital expenditures, and acquisitions.
• The offering was made under Expedia's existing Form S-3ASR shelf registration statement, and the notes were issued under a base indenture supplemented by a Third Supplemental Indenture dated April 10, 2026.

• The facility matures on March 27, 2031, and had no loans outstanding at closing, with about $42 million in standby letters of credit issued.
• Interest rates on loans range from 1.00% to 1.75% for term benchmark loans and 0.00% to 0.75% for base rate loans, depending on credit ratings.
• Expedia terminated its existing April 14, 2022 credit agreement and repaid all outstanding obligations under it.
• Subsidiary guarantors were released from guarantees on five series of senior notes, with supplemental indentures executed on March 27, 2026.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Full year 2025 revenue grew 8% to $14,733 million, and gross bookings grew 8% to $119,590 million.
• Q4 2025 GAAP net income attributable to Expedia Group decreased 31% to $205 million, while adjusted net income grew 52%.
• Q4 2025 Adjusted EBITDA increased 32% to $848 million, with margin expanding 368 basis points to 23.9%.
• Declared a quarterly dividend of $0.48 per share, payable March 26, 2026, a 20% increase from the prior dividend.
• Q1 2026 guidance: revenue of $3.32-$3.37 billion (up 11-13% y/y); full year 2026 revenue of $15.6-$16.0 billion (up 6-9% y/y).

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On November 12, 2025, Expedia Group, Inc. irrevocably elected to settle conversions of its 0.00% Convertible Notes due 2026 in cash.
• All conversions with a Conversion Date on or after November 12, 2025, will be paid in cash per the Indenture's Cash Settlement terms.
• The company notified holders, the trustee, and the conversion agent of this election.
• This 8-K was filed under Item 8.01 (Other Events) to disclose the settlement method election.

8.01 Other Events · 9.01 Financial Statements and Exhibits