Sec Form 4 Filing - Dzielak Robert J @ Expedia Group, Inc. - 2024-03-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dzielak Robert J 2. Issuer Name and Ticker or Trading Symbol Expedia Group, Inc. [ EXPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer & Sec'y (Last) (First) (Middle) C/O EXPEDIA GROUP, INC., 1111 EXPEDIA GROUP WAY W. 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2024 (Street) SEATTLE, WA98119 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Stock Units $ 0 03/18/2024 A 22,753 ( 1 ) 02/15/2027 Common Stock 22,753 $ 0 22,753 D Restricted Stock Units $ 0 03/18/2024 A 13,894 03/15/2025( 2 ) 03/15/2027 Common Stock 13,894 $ 0 13,894 D Restricted Stock Units $ 0 03/18/2024 A 22,752 05/15/2024( 3 ) 02/15/2028 Common Stock 22,752 $ 0 22,752 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dzielak Robert J C/O EXPEDIA GROUP, INC. 1111 EXPEDIA GROUP WAY W. SEATTLE, WA98119 Chief Legal Officer & Sec'y Signatures /s/ Michael S. Marron, Attorney-in-fact 03/20/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting of the performance stock units ("PSUs") is dependent on two equally weighted financial performance metrics: (i) the compound annual growth rate ("CAGR") of Expedia Group's revenue and (ii) the CAGR of Expedia Group's Adjusted EBITDA, measured over a performance period from January 1, 2024, through December 31, 2026. The "target" number of PSUs is reported. Between 0% and 200% of the target number of PSUs may vest on February 15, 2027, with the actual vesting percentage determined based on the achieved CAGR for each metric, subject to the reporting person's continued employment through the vesting date. The PSUs will be settled in shares of Expedia Group's common stock upon vesting. ( 2 )Date at which first vesting occurs is indicated. One-third of the total number of restricted stock units ("RSUs") vests on the first vesting date and an additional one-third on each anniversary thereafter until the RSUs are fully vested. ( 3 )Date at which first vesting occurs is indicated. One-sixteenth of the total number of RSUs vests on May 15, 2024 and an additional one-sixteenth on the fifteenth day of the second month in each quarter thereafter until fully vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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