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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.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
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 60
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 ↗

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 ↗

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 ↗

RewordedRisk Factors
Recent examples of new website display laws or regulations include, (i) in the United States, the Federal Trade Commission Rule on Unfair or Deceptive Fees, effective May 2025, relating to price display for accommodation and the states of California live events, and Minnesota introducing, and Congress and other states considering, various state laws that have been introduced or regulations are under consideration that require us to include all fees in the prices displayed for accommodations on our websites, mandatory fees, and (ii) in Europe, in addition to other national laws establishing display requirements, the EU Digital Services Act and Council Directive (known as DAC7) requires us to display a variety of supplier-related information, including local license numbers, tax identification numbers, business registration numbers, or statements regarding compliance with local laws.

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

RewordedRisk Factors
While the Company maintains insurance coverage for certain types of claims, including through a combination of third-party insurance policies and self-insurance arrangements, such insurance may not be available at acceptable rates or coverage may be insufficient to cover all losses or all types of claims that may arise and the defense of these actions has been, and will likely continue to be, both time consuming and expensive and the outcomes of these actions cannot be predicted with certainty. arise.

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

RewordedRisk Factors
We have engaged For example, beginning in 2020, we undertook in a multi-year effort to migrate products, data storage and processing, key portions of our consumer and affiliate sites, as well as back-office application functionality, to new technology platforms and significantly increase our utilization of public cloud computing services, such as Amazon Web Services (“AWS”), to enable us to improve conversion, innovate more rapidly, achieve better search engine optimization and improve our site merchandising and transaction processing capabilities, among other anticipated benefits. primarily AWS.

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

RewordedRisk Factors
While the Company maintains insurance coverage These matters may involve claims for certain types substantial amounts of claims, such insurance coverage may be insufficient money or for other relief that might necessitate changes to cover all losses our business or all types of claims that may arise operations and the defense of these actions has been, and will likely continue to be, both time consuming and expensive and the outcomes of these actions cannot be predicted with certainty.

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

RewordedRisk Factors
Any The rapid evolution and increased adoption of these events AI technologies, including agentic booking capabilities that may lack strong consent controls, may significantly increase our fraud risks, which could have a significant negative effect on the value of our brands, which could have brands and an adverse impact on our financial performance.

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

RewordedRisk Factors
We also have been subject, and we will likely be subject in the future, to inquiries or legal proceedings from time to time from regulatory bodies concerning compliance with economic sanctions, consumer protection, competition, tax, payments and travel industry-specific laws and regulations, including but not limited to investigations and legal proceedings relating to the travel industry and, in particular, parity provisions in contracts between hotels and online travel companies, including Expedia regulations.

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

RewordedRisk Factors
In particular, we face exposure related to fluctuations in accommodation revenue due to relative currency movements from the time of booking to the time of stay as well as the impact of relative exchange rate movements on cross-border travel such as from Europe to the United States and the United States to Europe.

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

RewordedRisk Factors
In general, increased competition has resulted in, and may continue to result in, reduced margins, as well as loss of travelers, transactions and brand recognition and we We cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or on platforms that may emerge, or offer differentiated products and services to our travelers.

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

RewordedRisk Factors
In addition, any downgrade of our debt ratings by Standard & Poor’s, Moody’s Investor Service, Fitch or similar ratings agencies, deterioration of our financial condition, increase in general interest rate levels and credit spreads or overall weakening in the credit markets could increase our cost of capital (including, with respect to ratings downgrades, the interest rate applicable to certain of our outstanding senior notes).

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

RewordedRisk Factors
We rely on information technology to operate our businesses and maintain our competitiveness, and if If we fail to adequately maintain or improve our information technology systems, or to adapt them to technological developments and industry trends, trends such as the use of AI and machine learning, our business and operations could be adversely affected.

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

RewordedRisk Factors
Our efforts in this area may result in a significant increase in costs and may nevertheless not meet investor or other stakeholder expectations and evolving standards or regulatory requirements, which may negatively impact our financial results, our reputation, our ability to attract or retain employees, our attractiveness as a service provider, investment, or business partner, or expose us to government enforcement actions, private litigation, and actions by stockholders or stakeholders.

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

RewordedRisk Factors
We have incorporated third-party AI technology in certain of our products, services and business operations. operations, and our research, development and deployment of AI technologies for internal productivity and customer or partner-facing initiatives remains ongoing.

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

Quiet changesRisk Factors
Our alternative accommodations business is subject to significant and evolving regulatory and legal risks, which could have a material adverse effect on our operations and financial results.

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 ↗

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 ↗

RewordedMD&A
Our B2C segment Adjusted EBITDA increased in 2024 2025 compared to 2023 2024 as a result of revenue growth as well as growth, including our high-margin advertising revenue, and cost efficiencies in cost of revenue and lower revenue, technology expenses, partially offset by an increase in expenses as well as direct marketing spend as we reinvested back into Vrbo and our international markets to drive improving growth and market expansion. through ongoing optimization.

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

RewordedMD&A
The In addition, the Company had Senior Notes and $1 billion of Convertible Notes, as described in NOTE 7 — Debt in the notes to our consolidated financial statements, which mature on February 15, 2026, with varying maturities and an aggregate the if-converted value currently estimated to be in excess of the principal amount of $6.3 billion, $1 billion of which is payable within 12 months. amount;

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

RewordedMD&A
Cash used in financing activities in 2023 2025 primarily included payments of $2.1 $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 $101 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.

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

RewordedMD&A
In 2024, 2025, net cash provided by operating activities increased by $395 $795 million primarily due to higher operating income after adjusting for impacts from depreciation, amortization and intangible asset impairments as well as increased benefits from working capital changes, including growth in deferred merchant bookings. bookings, as well as higher operating income after adjusting for impacts from depreciation and amortization.

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

RewordedMD&A
On In addition, in February 3, 2025, the Board of Directors approved the reinstatement of quarterly common stock dividends, and on February 4, 2025, 2026, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.40 $0.48 per share of outstanding common stock payable on March 27, 2025 26, 2026 to the stockholders of on record as of the close of business on March 6, 2025. 5, 2026.

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

RewordedMD&A
General and administrative expense increased $34 decreased $40 million in 2024 2025 compared to 2023 2024 due to higher lower stock-based compensation of $21 $56 million, including the acceleration of stock-compensation expense in the prior year related to the current year departure of our Vice Chairman, as well as partially offset by an increase in professional fees. miscellaneous items including return to office costs.

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

RewordedMD&A
Other, net is comprised of the following:Year ended December 31, 2025 2024 2023 2022 (In millions) Foreign exchange rate losses, net $ (46) $ (66) $ (85) $ (40) Gains (losses) on minority equity investments, net (167) 289 16 (345) Loss related to the conversion option on Convertible Notes (7) — — TripAdvisor tax indemnification adjustment — 6 67 — Gain on sale of businesses and investments, net 3 5 25 6 Other (19) — — Total other, net $ (236) $ 234 $ 23 $ (379)

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

RewordedMD&A
The reconciliation of net income attributable to Expedia Group, Inc. to Adjusted EBITDA is as follows:Year ended December 31, 2025 2024 2023 2022 (In millions) Net income attributable to Expedia Group, Inc. $ 1,294 $ 1,234 $ 797 $ 352 Net income (loss) attributable to non-controlling interests 7 (10) (109) (9) Provision for income taxes 290 318 330 195 Total other (income) expense, net 280 (223) 15 547 Operating income 1,871 1,319 1,033 1,085 Gain (loss) on revenue hedges related to revenue recognized 60 (18) (7) (6) Restructuring and related reorganization charges, excluding stock-based compensation 100 72 — — Legal reserves, occupancy tax and other 185 118 8 23 Stock-based compensation 398 458 413 374 Depreciation and amortization 887 838 807 792 Impairment of goodwill — — 297 — Impairment of intangible assets — 147 129 81 Adjusted EBITDA $ 3,501 $ 2,934 $ 2,680 $ 2,349

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

RewordedMD&A
In addition to the above segment and product revenue discussion, our revenue by business model is as follows:Year ended December 31, % Change 2025 2024 2023 2022 2025 vs 2024 2024 vs 2023 2023 vs 2022 ($ in millions) Revenue by Business Model Merchant $ 10,256 $ 9,439 $ 8,818 $ 7,762 9% 7% 14% Agency 3,183 3,169 3,075 2,994 3% —% 3% Advertising, media and other 1,294 1,083 946 911 20% 14% 4% Total revenue $ 14,733 $ 13,691 $ 12,839 $ 11,667 8% 7% 10%

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

RewordedMD&A
Selling and marketing - direct increased $739 $503 million during 2024 2025 compared to 2023 2024 primarily driven by an increase in B2B partner commissions to support strong growth and a ramp in marketing spend at Vrbo and international markets to drive improving growth and global market expansion. growth.

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

RewordedMD&A
Technology and content expense decreased $44 $37 million for 2024 2025 compared to 2023 2024 primarily due to lower personnel costs in connection with previously announced cost saving initiatives, partially offset by higher stock-based compensation. initiatives as well as initiatives to optimize cloud spending.

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

RewordedMD&A
Our trivago segment Adjusted EBITDA decreased increased in 2024 2025 compared to 2023 2024 as a result of revenue declines resulting from headwinds in its performance marketing channels and growth, partially offset by an increase in marketing costs.

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

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