Expedia Group, Inc. (EXPE)

CIK: 0001324424. SIC: 4700 Transportation Services. Latest 10-K as of: 2026-02-13.

SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > SIC Major Group 47 > SIC 4700 Transportation Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1324424. Latest filing source: 0001324424-26-000008.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001324424.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

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Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-13. Report date: 2025-12-31.

Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Expedia Group is the global travel marketplace with one purpose: to help travelers explore the world, one journey at a time. We connect travelers, partners, and advertisers throughout our trusted brands, leading technology, and rich first-party data, delivering predictive, personalized experiences that shape the future of travel. We make available, on a stand-alone and package basis, travel services provided by numerous lodging properties, airlines, car rental companies, activities and experiences providers, cruise lines, alternative accommodations property owners and managers, and other travel product and service companies. We also offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on our websites and apps. For additional information about our portfolio of brands, see the disclosure set forth in Part I. Item 1. Business, under the caption “Market Opportunity and Business Strategy.”

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This section of this Form 10-K generally discusses the years ended December 31, 2025 and 2024 items and year over year comparisons between 2025 and 2024. Discussions of the year ended December 31, 2023 items and the year over year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 7, 2025. All percentages within this section are calculated on actual, unrounded numbers.

Trends

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.

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.

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."

For additional information about our business strategy for Expedia Group, see the disclosure set forth in Part I. Item 1. Business, under the caption “Market Opportunity and Business Strategy.”

Online Travel

The market opportunity for online travel is broad and highly competitive. Online penetration of travel expenditures is higher in the U.S. and Western European markets with online penetration rates in some emerging markets, such as Latin America and Eastern European regions, lagging behind those regions. Emerging markets continue to present an attractive growth opportunity for our business, while also attracting many competitors to online travel. Technological developments in generative AI tools are increasingly being used to create competing offerings, such as AI powered digital planning and assistance, further increasing competition. In addition to the growth of online travel agencies, we have seen continued interest in the online travel industry from search engine companies such as Google, evidenced by continued product enhancements, and prioritizing its own AdWords and metasearch products such as Google Travel, Google Flights and Hotel Ads, in search results. Competitive entrants such as “metasearch” companies, including Kayak.com (owned by Booking Holdings), trivago (in which Expedia Group owns a majority interest) as well as TripAdvisor, introduced differentiated features, pricing and content compared with the legacy online travel agency companies, as well as various forms of direct or assisted booking tools. Further, airlines and lodging companies are aggressively pursuing direct online distribution of their products and services. In addition, the increasing popularity of the “sharing economy,” accelerated by online penetration, has had a direct impact on the travel and lodging industry. Businesses such as Airbnb, Vrbo and Booking.com have emerged as the leaders, bringing incremental alternative accommodation inventory to the market. Other competitors have arisen, including alternative accommodation property managers, who operate their own booking sites in addition to listing on Airbnb, Vrbo, and Booking.com. Additionally, traditional consumer ecommerce players have expanded their local offerings by adding hotel offers to their websites. Ride sharing app Uber has added transportation and experience offerings to its app via partnerships with other travel providers. Our B2B business has grown significantly but faces competition from other OTAs with B2B offerings, as well as other competitors, such as independent B2B businesses.

The online travel industry also saw the development of alternative business models and variations in the timing of payment by travelers and to suppliers, which in some cases place pressure on historical business models. In particular, the agency hotel model saw rapid adoption in Europe. Expedia Group facilitates both merchant (Expedia Collect) and agency (Hotel Collect) hotel offerings with our hotel supply partners through both agency-only contracts as well as our hybrid ETP program, which offers travelers the choice of whether to pay Expedia Group at the time of booking or pay the hotel at the time of stay.

For more detail, see Part I. Item 1A. Risk Factors - "We rely on the value of our brands, and the costs of maintaining and enhancing our brand awareness are increasing” and “Our international operations involve additional risks and our exposure to these risks will increase as our business expands globally.”

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Lodging

Lodging includes both hotel and alternative accommodations. As a percentage of our total worldwide revenue in 2025, lodging accounted for 80%. Room nights booked grew 8% in 2025, as compared to a growth of 9% in 2024. ADRs for rooms booked for Expedia Group decreased 1% in 2024 and increased 1% in 2025.

As of December 31, 2025, our global lodging marketplace had approximately 3.6 million total lodging properties available, including approximately 2.4 million online bookable alternative accommodations through Vrbo and approximately 1.2 million hotels and alternative accommodations through our other brands.

Hotel. We generate the majority of our revenue through the facilitation of hotel reservations (stand-alone and package bookings). Our relationships and overall economics with hotel supply partners have been broadly stable in recent years. As we continue to expand the breadth and depth of our global hotel offering, in some cases we have reduced our economics in various geographies based on local market conditions. These impacts are due to specific initiatives intended to drive greater global size and scale through faster overall room night growth. Additionally, increased promotional activities such as growing loyalty programs, discounting, and couponing have contributed to declines in revenue per room night and profitability in certain cases.

Further, while the global lodging industry remains very fragmented, there has been consolidation in the hotel space among chains as well as ownership groups. In the meantime, certain hotel chains have been focusing on driving direct bookings on their own websites and mobile applications by advertising lower rates than those available on third-party websites as well as incentives such as loyalty programs, increased or exclusive product availability and complimentary benefits.

Alternative Accommodations. Over the past decade, we expanded into the alternative accommodations market. Vrbo is a leader, specializing in unique whole home inventory, primarily in North American leisure markets, and represents an attractive growth opportunity for Expedia Group.

Vrbo has transitioned from a listings-based classified advertising model to an online transactional model that optimizes for both travelers and homeowner and property manager partners, with a goal of increasing monetization and driving growth through investments in marketing as well as in product and technology. Vrbo primarily offers pay-per-booking service model and generates revenue from a traveler service fee for bookings, as well as insurance products.

Since our hotel and alternative accommodation supplier agreements are generally negotiated on a percentage basis, any increase or decrease in ADRs has an impact on the revenue we earn per room night. In the future, we could see macroeconomic factors influence ADR trends, including rising living costs due to inflation and higher interest rates. Other factors that could lead to moderating ADRs include growth in hotel supply and the increase in alternative accommodation inventory.

Advertising & Media

Expedia Group (“EG”) Advertising is responsible for generating advertising revenue on our global online travel brands through a variety of digital marketing solutions. In 2025, we generated $758 million of advertising and media revenue, a 19% increase from 2024.

We also generate advertising revenue from trivago, a leading hotel metasearch website. In 2023, trivago adapted its marketing strategy and launched a new logo and visual identity, part of a push to rejuvenate its brand, demonstrate the relevance of its offerings and drive long-term growth. During the fourth quarter of 2024, trivago returned to revenue growth, which continued throughout 2025. In 2025, we generated $417 million of third-party revenue from trivago, a 33% increase from 2024.

As a percentage of our total worldwide revenue in 2025, total advertising and media accounted for 8%.

Air

During 2025, air travel demand exhibited a mixed but improving trend. While ticket volumes were positive throughout the year, pricing was pressured by softer consumer demand in the United States and weaker inbound international travel into the United States in early 2025. By the end of the year, domestic and international travel demand improved, supporting air ticket price growth. For the full year 2025, U.S. domestic trips were up approximately 2% year-over-year according to Airlines Report Corporation ("ARC") data. Our air bookings grew in 2025 compared to 2024 but continued to lag the growth in our lodging business.

In the future, we could encounter pressure on air remuneration as air carriers combine, more air carriers shift to our "direct connect" technology, certain supply agreements renew, and as we continue to add airlines to ensure local coverage in new markets.

Booked air tickets increased 3% in 2025 and 6% in 2024. As a percentage of our total worldwide revenue in 2025, air accounted for 3%.

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Seasonality

We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Since revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to 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.

The growth in our B2B segment, international operations, advertising business or a change in our product mix, among others, may also influence the typical trend of seasonality in the future.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that we believe are important in the preparation of our consolidated financial statements because they require that we use judgment and estimates in applying those policies. We prepare our consolidated financial statements and accompanying notes in accordance with generally accepted accounting principles in the United States (“GAAP”). Preparation of the consolidated financial statements and accompanying notes requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as revenue and expenses during the periods reported. We base our estimates on historical experience, where applicable, and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.

There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if:

•It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and

•Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations.

For more information on each of these policies, see NOTE 2 — Significant Accounting Policies, in the notes to consolidated financial statements. We discuss information about the nature and rationale for our critical accounting estimates below.

Accounting for Certain Merchant Revenue

We accrue the cost of certain merchant revenue based on the amount we expect to be billed by suppliers. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Actual revenue could be greater or less than the amounts estimated due to changes in hotel billing practices or changes in traveler behavior.

Deferred Loyalty Rewards

We currently offer certain internally administered traveler loyalty programs to our travelers. In July 2023, we began to unify and expand our existing loyalty programs into one global rewards platform called One Key spanning all our main brands. One Key allows members to earn OneKeyCash, the currency of the One Key program, on eligible hotels, alternative accommodations, activities, packages, car rentals, flights and cruises made on several markets on Expedia, Hotels.com and Vrbo. Hotels.com Rewards continues to be offered outside of the United States and United Kingdom and offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. The majority of Expedia Rewards members were migrated to One Key during 2025, but Expedia Rewards continues to be offered on select international points of sale. As travelers accumulate awards towards free travel products, we defer the relative standalone selling price of earned awards, net of expected breakage, as deferred loyalty rewards within deferred merchant bookings on the consolidated balance sheet. In order to estimate the standalone selling price of the underlying services on which awards can be redeemed for all loyalty programs, we use an adjusted market assessment approach and consider the redemption values expected from the traveler. We then estimate the number of rewards that will not be redeemed based on historical activity in our members' accounts as well as statistical modeling techniques. Revenue is recognized when we have satisfied our performance

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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.

Recoverability of Goodwill and Indefinite and Definite-Lived Intangible Assets

Goodwill. We assess goodwill for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we perform a qualitative assessment to determine whether the fair value of the goodwill is more likely than not impaired. Periodically, or if our qualitative assessment shows indications of impairment, we perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit's carrying amount over its fair value.

We generally base our measurement of fair value of reporting units on a blended analysis of the present value of future discounted cash flows and market valuation approach. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units.

We believe the weighted use of discounted cash flows and market approach is generally the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.

In addition to measuring the fair value of our reporting units as described above, we consider the combined carrying and fair values of our reporting units in relation to the Company’s total fair value of equity plus debt as of the assessment date. Our equity value assumes our fully diluted market capitalization, using either the stock price on the valuation date or the average stock price over a range of dates around the valuation date, plus an estimated acquisition premium which is based on observable transactions of comparable companies. The debt value is based on the highest value expected to be paid to repurchase the debt, which can be fair value, principal or principal plus a premium depending on the terms of each debt instrument.

Indefinite-Lived Intangible Assets. We base our measurement of fair value of indefinite-lived intangible assets, which primarily consist of trade name and trademarks, using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital.

Definite-Lived Intangible Assets. We review the carrying value of long-lived assets or asset groups to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.

The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in a materially different impairment charge.

For additional information on our goodwill and intangible asset impairments recorded in 2024 and 2023, see NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements.

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Income Taxes

We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities for each temporary difference are recorded based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense.

We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including recent earnings by jurisdiction, expectations of future taxable income, the tax attribute carryforward periods, as well as other relevant factors. We may record a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we must make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. All deferred income taxes are classified as long-term on our consolidated balance sheets.

We account for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the financial statements. The ultimate resolution of these tax positions may be greater or less than the liabilities recorded.

Other Long-Term Liabilities

Various Legal and Tax Contingencies. We record liabilities to address potential exposures related to business and tax positions we have taken that have been or could be challenged by taxing authorities. In addition, we record liabilities associated with legal proceedings and lawsuits. These liabilities are recorded when the likelihood of payment is probable and the amounts can be reasonably estimated. The determination for required liabilities is based upon analysis of each individual tax issue, or legal proceeding, taking into consideration the likelihood of adverse judgments and the range of possible loss. In addition, our analysis may be based on discussions with outside legal counsel. The ultimate resolution of these potential tax exposures and legal proceedings may be greater or less than the liabilities recorded.

Occupancy and Other Taxes. Some states and localities impose taxes (e.g. transient occupancy, accommodation tax, use 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 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, 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 pay 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 an alternative accommodations property and we believe 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. Certain jurisdictions may require us to pay tax assessments, including occupancy and other transactional tax assessments, prior to contesting any such assessments.

We have established a reserve for the potential settlement of issues related to hotel occupancy and other tax litigation for prior and current periods, consistent with applicable accounting principles and in light of all current facts and circumstances. A variety of factors could affect the amount of the liability (both past and future), which factors include, but are not limited to, the number of, and amount of revenue represented by, jurisdictions that ultimately assert a claim and prevail in assessing such additional tax or negotiate a settlement and changes in relevant statutes.

We are subject to income taxes in the United States and foreign jurisdictions and, due to the complex nature of tax legislation and frequent changes with such associated legislation, it is not feasible to analyze the statutes, regulations and judicial and administrative rulings in every jurisdiction. Rather, we have obtained the advice of international, state and local tax experts with respect to tax laws of certain countries, states and local jurisdictions that represent a large portion of our lodging revenue. Many of the statutes and regulations that impose these taxes were established before the emergence of the internet and ecommerce. Certain jurisdictions have enacted, and others may enact, legislation regarding the imposition of taxes on businesses that facilitate the booking of hotel or alternative accommodations. We continue to work with the relevant tax

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authorities and legislators to clarify our obligations under new and emerging laws and regulations. We will continue to monitor the issue closely and provide additional disclosure, as well as adjust the level of reserves, as developments warrant. Additionally, certain of our businesses are involved in tax related litigation, which is discussed in Part I, Item 3, Legal Proceedings.

New Accounting Pronouncements

For a discussion of new accounting pronouncements, see NOTE 2 — Significant Accounting Policies in the notes to consolidated financial statements.

Segments

We have the following reportable segments: B2C, B2B, and trivago. Our B2C segment provides a full range of travel and advertising services to our worldwide customers primarily through our three flagship brands, Expedia, Hotels.com and Vrbo. Our B2B segment fuels a wide range of travel and non-travel companies including airlines, offline travel agents, online retailers, corporate travel management and financial institutions, who leverage our leading travel technology and tap into our diverse supply to augment their offerings and market Expedia Group rates and availabilities to their travelers. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites.

Operating Metrics

Our operating results are affected by certain metrics, such as gross bookings and revenue margin, which we believe are necessary for understanding and evaluating us. Gross bookings generally represent the total retail value of transactions booked for agency and merchant transactions, recorded at the time of booking reflecting the total price due for travel by travelers, including taxes, fees and other charges, and are reduced for cancellations and refunds. Revenue margin is defined as revenue as a percentage of gross bookings.

Gross Bookings and Revenue Margin

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Gross Bookings

B2C

$

83,867 

$

81,149 

$

79,525 

3 

%

2 

%

B2B

35,723 

29,772 

24,554 

20 

%

21 

%

trivago (1)

— 

— 

— 

N/A

N/A

     Total gross bookings

$

119,590 

$

110,921 

$

104,079 

8 

%

7 

%

Revenue margin

B2C

11.3 

%

11.4 

%

11.5 

%

B2B

13.6 

%

13.8 

%

13.8 

%

trivago (1)

N/A

N/A

N/A

     Total revenue margin (1)

12.3 

%

12.3 

%

12.3 

%

___________________________________

(1)trivago, which is comprised of a hotel metasearch business that differs from our transaction-based websites, does not have associated gross bookings or revenue margin. However, third-party revenue from trivago is included in revenue used to calculate total revenue margin.

Gross bookings increased 8% in 2025 compared to 2024, primarily driven by lodging gross bookings due to continued strength in our hotel business. Booked room nights for our lodging business increased 8% in 2025 compared to 2024.

Revenue margin remained relatively consistent in 2025 compared to 2024.

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Results of Operations

Revenue

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Revenue by Segment

B2C

$

9,474 

$

9,274 

$

9,113 

2 

%

2 

%

B2B

4,842 

4,102 

3,388 

18 

%

21 

%

trivago (Third-party revenue)

417 

315 

338 

33 

%

(7)

%

Total revenue

$

14,733 

$

13,691 

$

12,839 

8 

%

7 

%

Revenue increased 8% in 2025 compared to 2024, on strong growth in our B2B segment resulting from increased lodging revenue.

Year Ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Revenue by Service Type

Lodging

$

11,752 

$

10,950 

$

10,264 

7 

%

7 

%

Air

407 

428 

410 

(5)

%

4 

%

EG Advertising

758 

639 

483 

19 

%

32 

%

trivago Advertising

417 

315 

338 

33 

%

(7)

%

Other

1,399 

1,359 

1,344 

3 

%

1 

%

Total revenue

$

14,733 

$

13,691 

$

12,839 

8 

%

7 

%

Lodging revenue increased 7% in 2025 primarily driven by an increase in room nights stayed mostly in our hotel business. Air revenue decreased 5% in 2025 primarily due to lower revenue per ticket, partially offset by an increase in air tickets sold. EG Advertising revenue increased 19% in 2025 due an increase across our core product offerings, the addition of new partners and delivery of new offerings. trivago Advertising revenue increased 33% in 2025 driven by its strategic focus on brand rebuilding in the past two years. All other revenue, which includes car rental, insurance, cruise and activities, increased in 2025 as compared to 2024 due to higher insurance revenue, partially offset by lower car revenue.

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

2025 vs 2024

2024 vs 2023

($ in millions)

Revenue by Business Model

Merchant

$

10,256 

$

9,439 

$

8,818 

9 

%

7 

%

Agency

3,183 

3,169 

3,075 

— 

%

3 

%

Advertising, media and other

1,294 

1,083 

946 

20 

%

14 

%

Total revenue

$

14,733 

$

13,691 

$

12,839 

8 

%

7 

%

The increase in merchant revenue in 2025 was primarily due to an increase in merchant hotel revenue. Agency revenue in 2025 remained relatively consistent compared to 2024. Advertising, media and other increased 20% in 2025 compared to 2024 primarily due to healthy growth in both EG Advertising and trivago revenue.

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Cost of Revenue

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Direct costs

$

1,164 

$

1,143 

$

1,233 

2 

%

(7)

%

Personnel and overhead

292 

300 

340 

(3)

%

(12)

%

Total cost of revenue

$

1,456 

$

1,443 

$

1,573 

1 

%

(8)

%

% of revenue

9.9 

%

10.5 

%

12.3 

%

Cost of revenue primarily consists of direct costs to support our customer operations, including our customer support and telesales as well as fees to air ticket fulfillment vendors; credit card processing, including merchant fees, fraud and chargebacks; and other costs, primarily including data center and cloud costs to support our websites, supplier operations, destination supply, certain transactional level taxes as well as related personnel and overhead costs, including stock-based compensation.

Cost of revenue remained relatively consistent in 2025 compared to 2024, and decreased as a percentage of revenue during the period as ongoing initiatives continued to drive transactional efficiencies, particularly in payments and customer service.

Selling and Marketing - Direct and Indirect

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Selling and marketing - direct

$

7,349 

$

6,846 

$

6,107 

7 

%

12 

%

% of revenue

49.9 

%

50.0 

%

47.6 

%

Selling and marketing - indirect

836 

781 

756 

7 

%

3 

%

% of revenue

5.7 

%

5.7 

%

5.9 

%

Selling and marketing - direct costs primarily include traffic generation costs from search engines and internet portals, television and print spending, private label and affiliate program commissions, public relations and other costs. Selling and marketing - indirect costs include personnel and related overhead in our various brands and global supply organization as well as stock-based compensation costs.

Selling and marketing - direct increased $503 million during 2025 compared to 2024 primarily driven by an increase in B2B partner commissions to support strong growth. Selling and marketing - indirect costs increased during 2025 compared to 2024, primarily driven by an increase in average salaries and other personnel costs.

Technology and Content

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Personnel and overhead

$

920 

$

949 

$

999 

(3)

%

(5)

%

Other

357 

365 

359 

(2)

%

2 

%

Total technology and content

$

1,277 

$

1,314 

$

1,358 

(3)

%

(3)

%

% of revenue

8.7 

%

9.6 

%

10.6 

%

Technology and content expense includes product development and content expense, as well as information technology costs to support our infrastructure, back-office applications and overall monitoring and security of our networks, and is principally comprised of personnel and overhead, including stock-based compensation, as well as other costs including cloud expense and licensing and maintenance expense.

Technology and content expense decreased $37 million for 2025 compared to 2024 primarily due to lower personnel costs in connection with previously announced cost saving initiatives as well as initiatives to optimize cloud spending.

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General and Administrative

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Personnel and overhead

$

587 

$

638 

$

618 

(8)

%

3 

%

Professional fees and other

178 

167 

153 

7 

%

9 

%

Total general and administrative

$

765 

$

805 

$

771 

(5)

%

4 

%

% of revenue

5.2 

%

5.9 

%

6.0 

%

General and administrative expense consists primarily of personnel-related costs, including our executive leadership, finance, legal and human resource functions and related stock-based compensation, as well as fees for external professional services.

General and administrative expense decreased $40 million in 2025 compared to 2024 due to lower stock-based compensation of $56 million, including the acceleration of stock-compensation expense in the prior year related to the departure of our Vice Chairman, partially offset by an increase in miscellaneous items including return to office costs.

Depreciation and Amortization

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Depreciation

$

847 

$

781 

$

748 

8 

%

4 

%

Amortization of intangible assets

40 

57 

59 

(30)

%

(4)

%

Total depreciation and amortization

$

887 

$

838 

$

807 

6 

%

4 

%

Depreciation increased $66 million in 2025 compared to 2024, primarily as a result of increased capitalized website development costs. Amortization of intangible assets decreased in 2025 compared to 2024 due to the completion of amortization related to certain intangible assets.

Impairment of Intangible Assets

During 2024, we recognized intangible impairment charges of $147 million related to indefinite-lived trade names within our B2C and trivago segments. See NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements for further information.

Legal Reserves, Occupancy Tax and Other

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Legal reserves, occupancy tax and other

$

185 

$

118 

$

8 

57 

%

N/A

Legal reserves, occupancy tax and other primarily consists of increases in our reserves for court decisions and the potential and final settlement of issues related to hotel occupancy and other taxes, expenses recognized related to monies paid in advance of occupancy and other tax proceedings (“pay-to-play”) as well as certain other items and legal reserves.

Legal reserves, occupancy tax and other for the year ended December 31, 2025 primarily included $178 million related to an Italian withholding tax settlement. Legal reserves, occupancy tax and other for the year ended December 31, 2024 primarily included a $107 million charge related to an Italian VAT settlement, a $30 million charge related to digital service taxes for fiscal years 2022 and 2023 retroactively enacted by Canada in June 2024, and our donation of $20 million as part of a public-private partnership project to revitalize public parks along the Elliot Bay waterfront in Seattle. These charges were partially offset by net reductions to our reserve of $43 million related to hotel occupancy and other taxes due to the favorable resolution of two tax related cases.

Restructuring and Related Reorganization Charges

In February 2024, we committed to restructuring actions to recalibrate resources as most of the Company’s organizational and technological transformation is now completed, which has resulted in headcount reductions. During 2025, we made the decision to expand these actions. As a result, we recognized $107 million and $80 million in restructuring and related

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reorganization charges during 2025 and 2024, which were predominately related to employee severance, stock-based compensation and benefits costs. Based on current plans which are subject to change, we expect approximately $60 million in additional reorganization charges with the majority occurring in the first quarter of 2026. We continue to evaluate additional cost reduction efforts, and should we make additional decisions in future periods to take further actions we may incur additional reorganization charges.

Operating Income

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Operating income

$

1,871 

$

1,319 

$

1,033 

42 

%

28 

%

% of revenue

12.7 

%

9.6 

%

8.0 

%

In 2025, the increase in operating income was primarily due to growth in revenue in excess of operating costs and lower impairment charges in the current period, partially offset by the higher legal reserves, occupancy tax and other charges discussed above.

Adjusted EBITDA by Segment

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

B2C

$

2,798 

$

2,434 

$

2,325 

15 

%

5 

%

B2B

1,257 

1,028 

798 

22 

%

29 

%

trivago

20 

11 

56 

79 

%

(80)

%

Unallocated overhead costs (Corporate)

(574)

(539)

(499)

7 

%

8 

%

   Total Adjusted EBITDA(1)

$

3,501 

$

2,934 

$

2,680 

19 

%

9 

%

______________________________________

(1) Adjusted EBITDA is a non-GAAP measure. See "Definition and Reconciliation of Adjusted EBITDA" below for more    information.

Adjusted EBITDA is our primary segment operating metric. See NOTE 17 — Segment Information in the notes to the consolidated financial statements for additional information on intersegment transactions, unallocated overhead costs and for a reconciliation of Adjusted EBITDA by segment to net income attributable to Expedia Group, Inc. for the periods presented above.

Our B2C segment Adjusted EBITDA increased in 2025 compared to 2024 as a result of revenue growth, including our high-margin advertising revenue, and cost efficiencies in cost of revenue, technology expenses as well as direct marketing spend through ongoing optimization. Our B2B segment experienced an improvement in Adjusted EBITDA in 2025 compared to 2024 primarily as a result of strong revenue growth. Our trivago segment Adjusted EBITDA increased in 2025 compared to 2024 as a result of revenue growth, partially offset by an increase in marketing costs.

Interest Income and Expense

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Interest income

255 

$

235 

$

207 

8 

%

14 

%

Interest expense

(299)

(246)

(245)

21 

%

— 

%

Interest income increased in 2025 compared to 2024 a result of higher average cash and investment balances, partially offset by lower rates of return. Interest expense increased in 2025 compared to 2024 primarily due to the amortization of the debt discount related to our Convertible Notes due February 2026 as discussed in NOTE 7 — Debt in the notes to the consolidated financial statements.

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Other, Net

Other, net is comprised of the following:

Year ended December 31,

2025

2024

2023

(In millions)

Foreign exchange rate losses, net

$

(46)

$

(66)

$

(85)

Gains (losses) on minority equity investments, net

(167)

289 

16 

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 

Other

(19)

— 

— 

Total other, net

$

(236)

$

234 

$

23 

For further information on our gains (losses) on minority equity investments, net, see NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements. For further information on the loss related to the conversion option on our Convertible Notes, see NOTE 7 — Debt in the notes to the consolidated financial statements.

Provision for Income Taxes

Year ended December 31,

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

($ in millions)

Provision for income taxes

$

290 

$

318 

$

330 

(9)

%

(4)

%

Effective tax rate

18.2 

%

20.6 

%

32.4 

%

We are subject to taxation in the United States and foreign jurisdictions. Our income tax filings are routinely examined by federal, state, and foreign tax authorities. For tax years 2011 to 2013 and 2014 to 2016, the Internal Revenue Service ("IRS") issued final adjustments related to transfer pricing with our foreign subsidiaries. The 2011 to 2013 adjustments would result in federal income tax of approximately $244 million, subject to interest. The 2014 to 2016 adjustments would result in federal income tax of approximately $431 million, subject to interest. We do not agree with these adjustments and will continue to vigorously defend our position through administrative procedures. We are also under examination by the IRS for tax years 2017 to 2020.

For more detail on our tax risk factors, see Part I. Item 1A. Risk Factors - “A failure to comply with current laws, rules, and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth,” “Application of existing tax laws, rules, or regulations are subject to interpretation by taxing authorities,” and “We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities.”

Definition and Reconciliation of Adjusted EBITDA

We report Adjusted EBITDA as a supplemental measure to U.S. GAAP. Adjusted EBITDA is among the primary metrics by which management evaluates the performance of the business and on which internal budgets are based. Management believes that investors should have access to the same set of tools that management uses to analyze our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP. Adjusted EBITDA has certain limitations in that it does not take into account the impact of certain expenses to our consolidated statements of operations. We endeavor to compensate for the limitation of the non-GAAP measure presented by also providing the most directly comparable GAAP measure and a description of the reconciling items and adjustments to derive the non-GAAP measure. Adjusted EBITDA also excludes certain items related to transactional tax matters, which may ultimately be settled in cash, and we urge investors to review the detailed disclosure regarding these matters included above, in the Legal Proceedings section, as well as the notes to the financial statements. The non-GAAP financial measure used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

Adjusted EBITDA is defined as net income (loss) attributable to Expedia Group, Inc. adjusted for (1) net income (loss) attributable to non-controlling interests; (2) provision for income taxes; (3) total other expenses, net; (4) stock-based compensation expense, including compensation expense related to certain subsidiary equity plans; (5) acquisition-related impacts, including (i) amortization of intangible assets and goodwill and intangible asset impairment, (ii) gains (losses) recognized on changes in the value of contingent consideration arrangements, if any, and (iii) upfront consideration paid to

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settle employee compensation plans of the acquiree, if any; (6) certain other items, including restructuring; (7) items included in legal reserves, occupancy tax and other; (8) that portion of gains (losses) on revenue hedging activities that are included in other, net that relate to revenue recognized in the period; and (9) depreciation.

The above items are excluded from our Adjusted EBITDA measure because these items are noncash in nature, or because the amount and timing of these items is unpredictable, not driven by core operating results and renders comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA is a useful measure for analysts and investors to evaluate our future on-going performance as this measure allows a more meaningful comparison of our performance and projected cash earnings with our historical results from prior periods and to the results of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. In addition, we believe that by excluding certain items, such as stock-based compensation and acquisition-related impacts, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business and allows investors to gain an understanding of the factors and trends affecting the ongoing cash earnings capabilities of our business, from which capital investments are made and debt is serviced.

The reconciliation of net income attributable to Expedia Group, Inc. to Adjusted EBITDA is as follows:

Year ended December 31,

2025

2024

2023

(In millions)

Net income attributable to Expedia Group, Inc.

$

1,294 

$

1,234 

$

797 

Net income (loss) attributable to non-controlling interests

7 

(10)

(109)

Provision for income taxes

290 

318 

330 

Total other (income) expense, net

280 

(223)

15 

Operating income

1,871 

1,319 

1,033 

Gain (loss) on revenue hedges related to revenue recognized

60 

(18)

(7)

Restructuring and related reorganization charges, excluding stock-based compensation

100 

72 

— 

Legal reserves, occupancy tax and other

185 

118 

8 

Stock-based compensation

398 

458 

413 

Depreciation and amortization

887 

838 

807 

Impairment of goodwill

— 

— 

297 

Impairment of intangible assets

— 

147 

129 

Adjusted EBITDA

$

3,501 

$

2,934 

$

2,680 

Financial Position, Liquidity and Capital Resources

Our principal sources of liquidity are typically cash flows generated from operations, cash available under our credit facility as well as our cash and cash equivalents and short-term investment balances, which were $5.7 billion and $4.5 billion at December 31, 2025 and 2024. Our revolving credit facility with aggregate commitments of $2.5 billion was essentially untapped at December 31, 2025.

As of December 31, 2025, the total cash and cash equivalents and short-term investments held outside the United States was $506 million ($325 million in wholly-owned foreign subsidiaries and $181 million in majority-owned subsidiaries). Most of our foreign undistributed earnings have already been subject to U.S. federal income tax. We do not assert indefinite reinvestment on the undistributed earnings of our foreign subsidiaries.

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.

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.

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Our credit ratings are periodically reviewed by rating agencies. As of December 31, 2025, Moody’s rating was Baa2 with an outlook of “stable,” S&P’s rating was BBB with an outlook of “stable” and Fitch’s rating was BBB with an outlook of “stable.” Changes in our operating results, cash flows, financial position, capital structure, financial policy or capital allocations to share repurchase, dividends, investments and acquisitions could impact the ratings assigned by the various rating agencies. Should our credit ratings be adjusted downward, we may incur higher costs to borrow and/or limited access to capital markets and interest rates on our 4.625% senior notes as well as our 2.95% senior notes will increase, which could have a material impact on our financial condition and results of operations.

As of December 31, 2025, we were in compliance with the covenants and conditions in our revolving credit facility and outstanding debt as detailed in NOTE 7 — Debt in the notes to the consolidated financial statements.

Under the merchant model, we receive cash from travelers at the time of booking and we record these amounts on our consolidated balance sheets as deferred merchant bookings. We pay our airline suppliers related to these merchant model bookings generally within a few weeks after completing the transaction. For most other merchant bookings, which is primarily our merchant lodging business, we generally pay after the travelers’ use and, in some cases, subsequent billing from the hotel suppliers. Therefore, generally we receive cash from the traveler prior to paying our supplier, and this operating cycle represents a working capital source of cash to us. Typically, the seasonal fluctuations in our merchant hotel bookings have affected the timing of our annual cash flows. Generally, during the first half of the year, hotel bookings have traditionally exceeded stays, resulting in much higher cash flow related to working capital. During the second half of the year, this pattern typically reverses and cash flows are typically negative.

Our cash flows are as follows:

Year ended December 31,

$ Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

(In millions)

Cash provided by (used in):

Operating activities

$

3,880 

$

3,085 

$

2,690 

$

795 

$

395 

Investing activities

(531)

(1,262)

(800)

731 

(462)

Financing activities

(2,136)

(1,745)

(2,096)

(391)

351 

Effect of foreign exchange rate changes on cash and cash equivalents

189 

(165)

16 

354 

(181)

In 2025, net cash provided by operating activities increased by $795 million primarily due to increased benefits from working capital changes, including growth in deferred merchant bookings, as well as higher operating income after adjusting for impacts from depreciation and amortization. These benefits were partially offset by Italian withholding tax settlement payments in the current year.

In 2025, we had net cash used in investing activities of $531 million compared to $1.3 billion in the prior year. The change was primarily due to net sales and maturities of investments in 2025 compared to net purchases of investments in the prior year as well as sources of cash for the settlement of currency forward contract gains in 2025 as compared to uses of cash for losses in the prior year.

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.

In 2019, the Board of Directors and the Executive Committee of the Board, pursuant to a delegation of authority from the Board, authorized a program to repurchase up to 20 million shares of our common stock (the “2019 Share Repurchase Program”). In 2023, the Executive Committee of the Board of Directors, pursuant to a delegation of authority from the Board, authorized an additional program to repurchase up to $5 billion of our common stock (“2023 Share Repurchase Program”). The 2019 Share Repurchase Programs has been completed. Our 2023 Share Repurchase Program does not have fixed expiration dates and does not obligate the Company to acquire any specific number of shares. Under the program, shares may be repurchased in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be subject to the discretion of the Company and depend on a variety of factors, including the market price of Expedia Group’s common stock, general market and economic conditions, regulatory requirements and other business

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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 

 ______________________________________

(1)Amount excludes transaction costs and excise tax due under the Inflation Reduction Act of 2022.

As of December 31, 2025, $1.6 billion remains authorized for repurchase under the 2023 Share Repurchase Program.

We did not pay any common stock dividends for 2024 and 2023. During the first quarter of 2025, the Board of Directors approved the reinstatement of quarterly common stock dividends, and for 2025, we paid aggregate common stock dividends of $1.60 per share. See NOTE 11 — Stockholders' Equity in the notes to consolidated financial statement for detail of the quarterly dividend payments. In addition, in February 2026, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.48 per share of outstanding common stock payable on March 26, 2026 to the stockholders on record as of the close of business on March 5, 2026. Future declarations of dividends are subject to final determination by our Board of Directors.

Foreign exchange rate changes resulted in an increase of our cash and restricted cash balances denominated in foreign currency in 2025 of $189 million reflecting a net appreciation in foreign currencies relative to the U.S. dollar during the year. Foreign exchange rate changes resulted in a decrease of our cash and restricted cash balances denominated in foreign currency in 2024 of $165 million reflecting a net depreciation in foreign currencies relative to the U.S. dollar during the year.

Contractual Obligations and Commercial Commitments. Our material cash requirements as of December 31, 2025 include the following contractual obligations and commercial commitments arising in the normal course of business:

•Principal payments related to our debt that is included in our consolidated balance sheet and the related periodic interest payments. The Company had Senior Notes, as described in NOTE 7 — Debt in the notes to our consolidated financial statements, with varying maturities and an aggregate principal amount of $5.3 billion, $750 million of which was payable within 12 months. Based on current stated fixed rates, future interest payments associated with the Senior Notes total approximately $960 million, with approximately $200 million payable within 12 months. In addition, the Company had $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 the if-converted value currently estimated to be in excess of the principal amount;

•Our operating leases had fixed lease payment obligations, including imputed interest, of $356 million, with $72 million payable within 12 months; and

•Purchase obligations represent the minimum obligations we have under agreements with certain of our vendors and marketing partners. These minimum obligations are less than our projected use for those periods, and payments may be more than the minimum obligations based on actual use. The Company had purchase obligations of $176 million, with $81 million payable within 12 months.

In addition, we had $298 million of net unrecognized tax benefits recorded on our balance sheet as of December 31, 2025, for which we cannot make a reasonably reliable estimate of the amount and period of payment.

See NOTE 15 — Commitments and Contingencies in the notes to the consolidated financial statements for further information related to our purchase obligations as well as amounts outstanding as of December 31, 2025 related to letters of credit and guarantees. Other than the items described above, we do not have any off-balance sheet arrangements as of December 31, 2025.

In our opinion, our liquidity position provides sufficient capital resources to meet our foreseeable cash needs. There can be no assurance, however, that the cost or availability of future borrowings, including refinancings, if any, will be available on terms acceptable to us.

Certain Relationships and Related Party Transactions

For a discussion of certain relationships and related party transactions, see NOTE 16 — Related Party Transactions in the notes to the consolidated financial statements.

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Summarized Financial Information for Guarantors and the Issuer of Guaranteed Securities

Summarized financial information of Expedia Group, Inc. (the “Parent”) and our subsidiaries that are guarantors of our debt facility and instruments (the “Guarantor Subsidiaries”) is shown below on a combined basis as the “Obligor Group.” The debt facility and instruments are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The guarantees are full, unconditional, joint and several with the exception of certain customary automatic subsidiary release provisions. In this summarized financial information of the Obligor Group, all intercompany balances and transactions between the Parent and Guarantor Subsidiaries have been eliminated and all information excludes subsidiaries that are not issuers or guarantors of our debt facility and instruments, including earnings from and investments in these entities.

December 31, 2025

(In millions)

Combined Balance Sheets Information:

     Current Assets(1)

$

10,582 

     Non-Current Assets

10,239 

     Current Liabilities

15,848 

     Non-Current Liabilities

5,010 

Year Ended

December 31, 2025

Combined Statements of Operations Information:

     Revenue

$

12,079 

     Operating income (2)

1,590 

     Net income

1,186 

     Net income attributable to Obligors

1,180 

(1)Current assets include intercompany receivables with non-guarantors of $1.3 billion as of December 31, 2025.

(2)Operating income includes intercompany expense with non-guarantors of $35 million for the year ended December 31, 2025.