EXPEExpedia Group

Relationship Involving Mr. Khosrowshahi

“The foregoing arrangements and agreements were reviewed and approved by the Audit Committee of our Board of Directors, which determined that the terms were commercially reasonable and consistent with the best interests of the Company and its stockholders.”

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Review of Related Person Transactions

“Under the Audit Committee’s charter, related person transactions must be reviewed and approved by the Audit Committee to the extent required by SEC and Marketplace Rules. In this context, consistent with the Marketplace Rules, related persons include the Company’s executive officers, directors, 5% or more beneficial owners of our common stock, immediate family members of these persons and entities in which one of these persons has a direct or indirect material interest. Related person transactions are transactions that meet the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person or entity has a direct or indirect material interest). While we have no written policy, when a potential related person transaction is identified, management presents it to the Audit Committee to determine whether to approve or ratify. When determining whether to approve, ratify, disapprove or reject any related person transaction, the Audit Committee considers all relevant factors, including the extent of the related person’s interest in the transaction, whether the terms are commercially reasonable and whether the related person transaction is consistent with the best interests of the Company and its stockholders.”

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Review of Related Person Transactions

“The legal and accounting departments work with business units throughout the Company to identify potential related person transactions prior to execution. In addition, the Company takes the following steps with regard to related person transactions:”

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Review of Related Person Transactions

“On an annual basis, each director, director nominee and executive officer of the Company completes a Director and Officer Questionnaire that requires disclosure of any transaction, arrangement or relationship with the Company during the last fiscal year in which the director or executive officer, or any member of his or her immediate family, had a direct or indirect material interest.”

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Review of Related Person Transactions

“Each director, director nominee and executive officer is expected to promptly notify the Company’s legal department of any direct or indirect interest that such person or an immediate family member of such person had, has or may have in a transaction in which the Company participates.”

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Review of Related Person Transactions

“The Company performs a quarterly search of its accounts payable, accounts receivable and other databases to identify any other potential related person transactions that may require disclosure.”

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Review of Related Person Transactions

“Any reported transaction that the Company’s legal department determines may qualify as a related person transaction is referred to the Audit Committee.”

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Review of Related Person Transactions

“If any related person transaction is not approved, the Audit Committee may take such action as it may deem necessary or desirable in the best interests of the Company and its stockholders.”

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Relationships Involving Mr. Diller

“As of the date of this Proxy Statement, shares of the Company’s Class B common stock (the “Class B Shares”) were held by each of (i) grantor retained annuity trusts, over which Mr. Diller has sole investment power and Mr. Diller’s spouse has sole voting power, (ii) a trust over which Mr. Diller has sole investment power and Mr. Diller’s spouse has sole voting power, and (iii) The Diller - von Furstenberg Family Foundation, on whose board of directors Mr. Diller and certain of his family members serve as directors.”

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Certain Relationships and Related Person Transactions Table of Contents

“Pursuant to the Second Amended and Restated Governance Agreement by and between the Company and Mr. Diller, dated as of April 15, 2019, as amended, (the "Governance Agreement") subject to limited exception, no current or future holder of the Class B Shares may participate in, or vote in favor of, or tender shares into, any change of control transaction involving at least 50% of the outstanding shares or voting power of capital stock of the Company, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Class B common stock and shares of Expedia Group common stock. The Company's certificate of incorporation reflects the aforementioned transfer restrictions, automatic conversion provisions and change-of-control restrictions reflected in the Governance Agreement. The Company and Mr. Diller have also agreed to the following governance and related provisions:”

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Certain Relationships and Related Person Transactions Table of Contents

“Board and Executive Management Composition. Prior to Mr. Diller’s departure from all roles at the Company (“Mr. Diller’s Departure”), no more than two of Mr. Diller’s immediate family members (including Mr. Diller) will serve on the Company’s board of directors at any time. Following Mr. Diller’s Departure (a) no immediate family member of Mr. Diller will serve in an executive position at the Company or as chair of the Company’s board of directors and (b) no more than one Diller family member will serve on the board of directors at any time. The Company agreed that, following Mr. Diller’s Departure, in the event that no family member of Mr. Diller is serving on the Company’s board, the Company will nominate one Diller family member or family-designated representative to serve on the board of directors (subject to the support of two-thirds of the independent directors if the new nominee is a Diller family member), so long as Mr. Diller, his family members and certain related parties (collectively with Mr. Diller and his family members, “Diller-related persons”) in aggregate own at least 5% of the Company’s outstanding common equity or a 15% voting interest in the Company.”

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Certain Relationships and Related Person Transactions Table of Contents

“Limitation on Voting Power of Class B Common Shares on Certain Matters. The voting percentage cast by Class B common shares held or controlled by Diller-related persons on specified matters will be limited to 20% of the total voting power of the outstanding common shares. The specified matters are (a) any merger, sale or other extraordinary transaction requiring Company stockholder approval (with any excess shares to be voted in proportion to votes cast by common shares not held by Diller-related persons) and (b) the election of any director-nominee not supported by a majority of the board of directors (with any excess shares to be voted in proportion to votes cast by common shares not held by Diller-related persons or others soliciting proxies in respect of one or more nominees not nominated by the Company’s board of directors).”

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Certain Relationships and Related Person Transactions Table of Contents

“Provisions Relating to Sales of Class B Common Shares. Before any sale by Mr. Diller or other Diller-related persons of Class B common shares representing 10% or more of the Company’s total voting power, the Company will have the opportunity to offer to purchase the shares, and also to accept or reject any counteroffer that the Diller-related person may make, subject to certain procedures. If the Company does not buy the shares, the selling party will have 10 months following conclusion of the first offer process to sell or agree to sell the shares for not less than the price (if any) offered by the Company, after which the Company’s right of first offer will again apply.”

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Certain Relationships and Related Person Transactions Table of Contents

“The Company agreed to cooperate reasonably in connection with any sale of Class B common shares by Mr. Diller or other Diller-related persons and to use its reasonable efforts to permit any such sale to be completed promptly. Subject to the acquiror agreeing to a customary standstill at 30% of the Company’s total voting power and absent certain fiduciary duty determinations, the Company’s obligations include granting a waiver of Section 203 of the Delaware General Corporation Law, which following the acquisition could otherwise restrict certain “business combination” transactions with the acquiror.”

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Relationships Involving IAC

“Overview. In connection with and following the IAC/Expedia Group Spin-Off, Expedia Group and IAC entered into certain arrangements, including arrangements regarding the sharing of certain costs, the use and ownership of certain aircraft and various commercial agreements, certain of which are generally described below.”

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Table of Contents Certain Relationships and Related Person Transactions

“Cost-Sharing Arrangements. Mr. Diller currently serves as Chairman and Senior Executive of both Expedia Group and IAC. In connection with the IAC/Expedia Group Spin-Off, IAC and Expedia Group had agreed, in light of Mr. Diller’s senior role at both companies and his anticipated use of certain resources to the benefit of both companies, to share certain expenses associated with such usage, as well as certain costs incurred by IAC in connection with the provision of certain benefits to Mr. Diller (the “Shared Costs”). Shared Costs include IT costs for equipment dedicated to Mr. Diller’s use and expenses relating to Mr. Diller’s support for use by certain individuals who work for Mr. Diller personally. Costs in 2025 for which IAC billed Expedia Group pursuant to these arrangements were approximately $502,000. Expedia Group and IAC also share certain expenses for Mr. Diller's personal security, with Expedia Group and IAC each responsible for 50% of such costs. See the Summary Compensation Table for further information regarding security expenses paid by Expedia Group in 2025.”

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Table of Contents Certain Relationships and Related Person Transactions

“Aircraft Arrangements. Each of Expedia Group and IAC currently has a 50% ownership interest in two aircraft that may be used by both companies (the “Aircraft”). Historically, Expedia Group and IAC allocated fixed costs, including flight crew compensation and benefits, 50% to each company and shared variable costs pro-rata according to each company’s respective usage of the aircraft. In December of 2025, Expedia Group and IAC amended their cost sharing arrangement to reflect the allocation of all costs on a pro-rata basis according to each company’s respective usage of the Aircraft, with the exception of costs related to flights taken by Mr. Diller, for which each of Expedia Group and IAC continue to be responsible for 50%.”

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Table of Contents Certain Relationships and Related Person Transactions

“In the event Mr. Diller ceases to serve as Chairman of either Expedia Group or IAC, each of Expedia Group or IAC will have a put right (to the other party) with respect to its 50% ownership interest in the aircraft that it does not primarily use (with such determination to be based on relative usage over the twelve month period preceding such event), in each case, at fair market value for the relevant Aircraft.”

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Table of Contents Certain Relationships and Related Person Transactions

“In addition, Expedia Group and IAC have entered into agreements pursuant to which Expedia Group used additional aircraft owned by a subsidiary of IAC (the “Subsidiary Aircraft”) on a cost basis through the sale of the Subsidiary Aircraft in the fourth quarter of 2025. During 2025, IAC billed Expedia Group approximately $614,000 pursuant to these agreements.”

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Table of Contents Certain Relationships and Related Person Transactions

“Members of the flight crew for the Aircraft are employed (and, in the case of the Subsidiary Aircraft, were employed prior to the sale of such aircraft in the fourth quarter of 2025) by an entity in which each of IAC and Expedia Group has a 50% ownership interest. Expedia Group and IAC share costs relating to flight crew compensation and benefits pro-rata according to each company’s respective usage of the Aircraft and Subsidiary Aircraft, for which they are separately billed by the entity described above. During 2025, total payments in the amount of approximately $3.5 million were made to this entity by Expedia Group.”

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Table of Contents Certain Relationships and Related Person Transactions

“Commercial Agreements. Since the IAC/Expedia Group Spin-Off, Expedia Group has continued to work with some of IAC’s businesses pursuant to a variety of commercial agreements. Expedia Group believes that these arrangements are ordinary course and have been negotiated at arm’s length. None of these agreements, whether taken individually or together with similar agreements, involved revenues to (or payments from) Expedia Group businesses in excess of $120,000 in 2025. In addition, in April 2026, Vrbo, a brand of Expedia Group, entered into an advertising insertion order with People, Inc., an indirect subsidiary of IAC, on standard terms and pricing, for an aggregate amount of approximately $400,000.”

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Table of Contents Certain Relationships and Related Person Transactions

“Office Space Lease. Expedia Group rents office space at IAC’s corporate headquarters in New York pursuant to a lease agreement that was negotiated at arm’s length. In 2025, Expedia Group paid IAC approximately $853,000 pursuant to the lease agreement.”

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Relationship Involving Mr. Khosrowshahi

“Mr. Khosrowshahi is Uber Technologies, Inc.’s (“Uber”) Chief Executive Officer and a member of Uber’s Board of Directors. In April 2026, Expedia Group entered into a marketing partner arrangement whereby Expedia Group provides Uber with access to its global lodging inventory via an application programming interface ("API") to enable Uber to remarket the inventory on Uber’s apps and websites. To date, payments made to and received from Uber in connection with this arrangement have been less than $120,000.”

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Relationship Involving Mr. Khosrowshahi

“The foregoing arrangements and agreements were reviewed and approved by the Audit Committee of our Board of Directors, which determined that the terms were commercially reasonable and consistent with the best interests of the Company and its stockholders.”

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