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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.

RemovedRisk Factors
The market for the services we offer is intensely competitive. We compete with both established and emerging online and traditional providers of travel-related services, including online travel agencies; alternative accommodation providers; wholesalers and tour operators; travel product suppliers (including hotels, airlines and car rental companies); search engines and large online portal websites; travel metasearch services; corporate travel management service providers; mobile platform travel applications; social media websites; eCommerce and group buying websites; B2B businesses and other participants in the travel industry. In addition, technological developments in generative artificial intelligence ("AI") tools may be increasingly used to create competing offerings such as AI powered digital assistants, which may further increase competition.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
Online travel agencies and alternative accommodations providers. In particular, we face intense competition from other OTAs and alternative accommodation providers in many regions, such as Booking Holdings (through its Booking.com, Priceline.com and Agoda.com brands), Airbnb, and Trip.com, any of which may have more favorable offerings for travelers or suppliers, including pricing and supply breadth. Airbnb, Booking Holdings and other providers of alternative accommodations provide an alternative to hotel rooms and compete with alternative accommodation properties available through Expedia Group brands, including Vrbo. The continued growth of alternative accommodation providers could affect overall travel patterns generally, and the demand for our services specifically, in facilitating reservations at hotels and alternative accommodations. In addition, our competitors are also increasingly expanding the range of travel services they offer, thereby further intensifying the competitive environment, with Airbnb looking to expand into tours, activities, hotel and flight bookings, and Booking.com expanding its flight booking services.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
Travel suppliers. Travel suppliers, such as hotels, airlines and rental car companies, may offer products and services on more favorable terms to consumers who transact directly with them. Many of these competitors have been steadily focusing on increasing online demand on their own websites and mobile applications in lieu of third-party distributors through favorable rates and bonus or loyalty points for direct bookings, surcharges for booking outside of the supplier’s own website or preferred booking technologies, suppliers combining to establish a single search platform and other tactics to drive traffic directly to supplier websites.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
Search engines and large online portal websites. We also face intense competition from Google and other search engines. There could be a material adverse impact on our business and financial performance to the extent that Google continues to use its market position to disintermediate online travel agencies through its own offerings or capabilities, refer customers directly to suppliers or other favored partners, increase the cost of traffic directed to our websites, offer the ability to transact on its own website, or promote its own competing products by placing its own offerings at the top of organic search results.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
In recent years, search engines have increased their focus on acquiring or launching travel products that provide increasingly comprehensive travel planning content and direct booking capabilities, comparable to OTAs. For example, Google has continued to add features and functionality to its Google Travel, Google Flights, Hotel Ads and alternative accommodations metasearch products. In addition, Google may be able to leverage the data they collect on users to the detriment of us and other OTAs. Search engines may also continue to expand their voice and AI capabilities. To the extent these actions have a negative effect on our search traffic or the cost of acquiring such traffic, our business and financial performance could be adversely affected.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
In addition, our brands, or brands in which we hold a significant ownership position, including trivago, compete for advertising revenue with these search engines, as well as with large internet portal sites that offer advertising opportunities for travel-related companies. Competition could result in higher traffic acquisition costs, reduced margins on our advertising services, loss of market share, reduced customer traffic to our websites and reduced advertising by travel companies on our websites.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
Travel metasearch websites. Travel metasearch websites, including Kayak.com (a subsidiary of Booking Holdings), trivago (a majority-owned subsidiary of Expedia Group), TripAdvisor, Skyscanner and Qunar (both are subsidiaries of Trip.com), aggregate travel search results for a specific itinerary across supplier, travel agent and other websites. In addition, some metasearch websites have looked to add various forms of direct or assisted booking functionality to their sites in direct competition with certain of our brands. To the extent metasearch websites limit our participation within their search results, or consumers utilize a metasearch website for travel services and bookings instead of ours, our traffic-generating arrangements could be affected in a negative manner, or we may be required to increase our marketing costs to maintain share, either of which could have an adverse effect on our business and results of operations. In addition, as a result of our majority ownership interest in trivago, we also compete more directly with other metasearch engines and content aggregators for advertising revenue. To the extent that trivago’s ability to aggregate travel search results for a specific itinerary across supplier, travel agent and other websites is hampered, whether due to its affiliation with us or otherwise, or if OTA advertisers or suppliers choose to

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
limit their participation in trivago’s metasearch marketplace, trivago’s business and therefore our results of operations could be adversely affected and the value of our investment in trivago could be negatively impacted.

Read it in 10-K 2025-02-07 at sec.gov ↗

Show the other 16
RemovedRisk Factors
Corporate travel management service providers. By virtue of our minority ownership stake in, and long-term supply agreement with, GBT, we compete indirectly with online and traditional corporate travel providers, as well as vendors of corporate travel and expense management software and services. Our brands also compete to attract unmanaged business travelers.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
Mobile and other platform travel applications. The demand for and functionality of smartphones, tablet computers and home assistants continue to grow and improve significantly. If we are unable to offer innovative, user-friendly, feature-rich mobile applications and mobile-responsive websites for our travel services, along with effective marketing and advertising, or if our mobile applications and mobile-responsive websites are not used by consumers, we could lose share to existing competitors or new entrants and our future growth and results of operations could be adversely affected.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
Applications and social media websites. Applications and social media websites, including Facebook, Instagram and TikTok, continue to develop search functionality for data included within their websites and mobile applications, which may in the future develop into alternative research and booking resources for travelers, resulting in additional competition.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedRisk Factors
eCommerce and group buying websites. Traditional consumer eCommerce platforms, including Amazon and Alibaba, and group buying websites have periodically undertaken efforts to expand their local offerings into the travel market. For example, traditional consumer eCommerce and group buying websites may add hotel offers or other travel services to their sites. To the extent our travelers use these websites, these websites may create additional competition and could negatively affect our businesses.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
Starting in early 2020, the COVID-19 pandemic, and measures to contain the virus, including government travel restrictions and quarantine orders, had an unprecedented impact on the global travel industry and materially and negatively impacted our business, financial results and financial condition. Travel was severely depressed during 2020, with reduced levels of new bookings. In 2021, we began to see a bookings recovery. In 2022, there was a strong, but uneven, recovery in travel demand with different regions around the world experiencing different rates of recovery. In 2023, the overall reopening of the

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
Asia-Pacific region and general recovery outside of the United States was a factor in the gross bookings year-over-year growth rate for our B2B segment, but any other lingering impacts of the pandemic did not have a significant impact on our businesses, and we expect that to remain the case for future periods.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
More recently, inflation and other macroeconomic pressures in the U.S. and the global economy, such as interest rates, and currency fluctuations and energy price volatility, as well as evolving geopolitical conflicts, have contributed to an increasingly complex business environment. Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends. Broad, sustained negative economic impacts could put strain on our suppliers, business and service partners, which increases the risk of credit losses and service level or other disruptions.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
Additionally, further health-related events, political instability, geopolitical conflicts, acts of terrorism, significant fluctuations in currency values, sustained levels of increased inflation, sovereign debt issues, and natural disasters, are examples of other events that could have a negative impact on the travel industry in the future.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
Despite these factors, we have witnessed a healthy but more normalized travel demand environment in 2024, as consumers continue to prioritize spend on travel and experiences over other discretionary spending.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
booking volumes, and the more stable nature of our fixed costs. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
Goodwill. We assess goodwill for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. During the third quarter of 2023, as a result of trivago’s recent strategic shift which included intensifying its brand marketing investments with an anticipated decrease in profitability, we concluded that sufficient

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
We are currently involved in two lawsuits brought by or against states, cities and counties over issues involving the payment of hotel occupancy and other taxes. We continue to defend these lawsuits vigorously. With respect to the principal claims in these matters, we believe that the statutes and/or ordinances at issue do not apply to us or the services we provide, namely the facilitation of travel planning and reservations, and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes and ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
Certain jurisdictions in the United States have enacted legislation seeking to tax online travel company services as part of sales or other taxes for hotel and/or other accommodations and/or car rental. In addition, in certain jurisdictions, we have entered into voluntary collection agreements pursuant to which we have agreed to voluntarily collect and remit taxes to state and/or local taxing jurisdictions.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
Certain jurisdictions may assert that we are required to pay any assessed taxes prior to being allowed to contest or litigate the applicability of the ordinances. This prepayment of contested taxes is referred to as “pay-to-play.” Payment of these amounts is not an admission that we believe we are subject to such taxes and, even when such payments are made, we continue to defend our position vigorously. If we prevail in the litigation, for which a pay-to-play payment was made, the jurisdiction collecting the payment will be required to repay such amounts and also may be required to pay interest. However, any significant pay-to-play payment or litigation loss could negatively impact our liquidity.

Read it in 10-K 2025-02-07 at sec.gov ↗

RemovedMD&A
Other Jurisdictions. We are also in various stages of inquiry or audit with various tax authorities, some of which may impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court.

Read it in 10-K 2025-02-07 at sec.gov ↗

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