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EXPEExpedia Group

Consumer discretionary · Travel Services · Nasdaq
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The 10-K against last year's

182 changes: 31 added, 59 removed, 91 reworded, 1 quiet changes

10-K Feb 13, 2026 vs Feb 7, 2025
Risk FactorsRedline ↓
26.8%
of the text changed · 10,989 words now
20.7%
of the text changed · 9,098 words now
Legal ProceedingsRedline ↓
43.8%
of the text changed · 944 words now
Accounting PoliciesRedline ↓
9.6%
of the text changed · 7,331 words now

10-K 0001324424-26-000008 (2026-02-13) vs 10-K 0001324424-25-000008 (2025-02-07)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 194 words changed in this paragraph; it is 31% similar to last year's version.
Other participants Our OTA and alternative accommodation provider competitors are also increasingly expanding the range of travel services they offer, thereby further intensifying the competitive environment. 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. Some competing metasearch websites have also looked to add various forms of direct or assisted booking functionality to their sites in the travel industry. Other direct competition with certain of our 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. For example, ride-sharing apps increasingly compete with traditional car rental services In other cases, our competitors and potential competitors offer a variety of online services, many of which are adding other transportation and experience offerings, and used by consumers more frequently than online travel services continue 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 proliferate. To the extent any of these more easily or cost-effectively acquire customers for its online travel services gain market share over time, it may create additional competition and could negatively affect our businesses. than we can.

Source: Item 1A, 10-K 0001324424-26-000008 vs Item 1A, 10-K 0001324424-25-000008

MD&A 148 words changed in this paragraph; it is 42% similar to last year's version.
Cash used in financing activities in 2025 primarily included $1.9 billion of cash paid to acquire shares, including the repurchased shares under repurchase programs discussed below and for treasury stock activity related to the vesting of equity instruments, the February 2025 redemption of approximately $1 billion of the 6.25% Notes and cash dividend payments of $200 million, partially offset by the February 2025 issuance of the 5.4% Notes with net proceeds of $985 million and $50 million of proceeds from the exercise of options and employee stock purchase plans. Cash used in financing activities in 2024 primarily included payments of $1.8 billion of cash paid to acquire shares, including the repurchased shares under repurchase programs and for treasury stock activity related to the vesting of equity instruments, partially offset by $116 million of proceeds from the exercise of options and employee stock purchase plans. Cash used in financing activities in 2023 primarily included payments of $2.1 billion of cash paid to acquire shares, including the repurchased shares under repurchase programs discussed below and for treasury stock activity related to the vesting of equity instruments, partially offset by $101 million of proceeds from the exercise of options and employee stock purchase plans.

Source: Item 7, 10-K 0001324424-26-000008 vs Item 7, 10-K 0001324424-25-000008

Accounting Policies 137 words changed in this paragraph; it is 73% similar to last year's version.
Some states and localities impose taxes (e.g. transient occupancy, accommodation tax, sales tax, and/or business privilege tax) on the use or occupancy of hotel accommodations or other traveler services. Generally, hotels collect taxes based on the room rate paid to the hotel and remit these taxes to the various tax authorities. When a customer books a room through one of our travel services, we collect a tax recovery charge from the customer which we pay to the hotel. We calculate the tax recovery charge by applying the applicable tax rate supplied to us by the hotels to the amount that the hotel has agreed to receive for the rental of the room by the consumer. In most jurisdictions, we do not collect or remit taxes, nor do we pay taxes to the hotel operator operator, on the portion of the customer payment we retain. Some jurisdictions have questioned our practice in this regard. While the applicable tax provisions vary among the jurisdictions, we generally believe that we are not required to collect and remit such taxes. A limited number of taxing jurisdictions have made similar claims against certain of our companies for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on our services. We are an intermediary between a traveler and a party renting a vacation property and we believe is are similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes when determined to be probable and estimable. See NOTE 15 - Commitments and Contingencies for further discussion.

Source: 10-K text, Note 2 – Significant Accounting Policies, 10-K 0001324424-26-000008 vs 10-K text, Note 2 – Significant Accounting Policies, 10-K 0001324424-25-000008

Legal Proceedings 133 words changed in this paragraph; it is 56% similar to last year's version.
City of Charleston, South Carolina Litigation. On April 9, 2021, nine During 2021 and 2022, sixteen local governmental entities in South Carolina filed a lawsuit brought suit in state circuit court against HomeAway.com, Inc. and many other vacation rental listing companies. The complaint alleges the defendants failed to register with, and remit taxes and business license fees to, the plaintiffs as allegedly required by certain local accommodations tax and business license ordinances. The complaint further alleges claims for violation of the South Carolina Unfair Trade Practices Act. Plaintiffs purport to seek Act, and seeks 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 No date 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. trial has been set.

Source: Item 3, 10-K 0001324424-26-000008 vs Item 3, 10-K 0001324424-25-000008

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of EXPE's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-07. Each links to the text at sec.gov.

AddedRisk Factors
The market for the services we offer is intensely competitive and constantly evolving. We currently, or may in the future, compete globally with a wide variety of providers of travel-related services including:

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
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;

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
Our OTA and alternative accommodation provider competitors are also increasingly expanding the range of travel services they offer, thereby further intensifying the competitive environment. 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. Some competing metasearch websites have also looked to add various forms of direct or assisted booking functionality to their sites in direct competition with certain of our 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. 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.

Read it in 10-K 2026-02-13 at sec.gov ↗

Show the other 11
AddedRisk Factors
Our results of operations and financial positions have been negatively affected by our acceptance of fraudulent bookings made using payment options including credit and debit cards or fraudulently obtained loyalty points. We are sometimes held

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
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;

Read it in 10-K 2026-02-13 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
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;

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
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. However, any significant pay-to-play payment or litigation loss could negatively impact our liquidity.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
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 Factors - "Declines or disruptions in the travel industry could adversely affect our business and financial performance."

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
obligation relating to the awards, that is when the travel service purchased with the loyalty award is satisfied. Both the actual standalone selling price of the underlying services and ultimate redemption rates could differ materially from our estimates due to a number of factors, including fluctuations in reward value, product utilization and divergence from historical member behavior.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
5.4% Senior Notes Issuance. In February 2025, we issued $1 billion of registered senior unsecured notes that bear interest at 5.40% and are due in February 2035 (the “5.40% Notes”). The 5.40% Notes were issued at a price of 99.316% 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 used or expect to use the net proceeds of this offering for general corporate purposes, which may include, but not limited to: (i) repayment, prepayment, redemption or repurchase of outstanding debt, (ii) dividends and stock repurchases, and (iii) funding for working capital, capital expenditures and acquisitions.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
Redemption of 6.25% Senior Notes. In February 2025, we early redeemed all of our approximately $1 billion senior unsecured notes that bore interest at 6.25% and were due in May 2025 (the “6.25% Notes”), which resulted in the recognition of an immaterial loss on debt extinguishment from the write-off of debt issuance costs.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
considerations. Shares repurchased under the authorized programs were as follows:Year ended December 31, 2025 2024 2023 Number of shares repurchased 9.0 million 12.1 million 19.1 million Average price per share $ 184.76 $133.85 $106.07 Total cost of repurchases (in millions)(1) $ 1,662 $1,616 $2,031

Read it in 10-K 2026-02-13 at sec.gov ↗

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