Expedia Group, Inc 10-Q for FY2026 Q1
Expedia Group, Inc. (EXPE)
10-Q
2026-05-08
For: 2026-03-31
View Original
Added on
May 08, 2026
About this 10-Q
Expedia Group, Inc filed this 10-Q on May 8, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.43B
- up 14.7% from $2.99B a year earlier
- Net loss
- $6M
- compared with a net loss of $200M a year earlier
- Diluted EPS
- -$0.05
- compared with -$1.56 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-37429
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive office, including zip code)
(Registrant’s telephone number, including area code)
__________________________________
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Title of each class | Trading symbol | Name exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 24, 2026, the following shares of the registrant’s common stock were outstanding:
| Common stock, $0.0001 par value per share | shares | |||||||||||||
| Class B common stock, $0.0001 par value per share | shares | |||||||||||||
Expedia Group, Inc.
Form 10-Q
For the Quarter Ended March 31, 2026
Contents
| Part I | ||||||||
| Item 1 | ||||||||
| Item 2 | ||||||||
| Item 3 | ||||||||
| Item 4 | ||||||||
| Part II | ||||||||
| Item 1 | ||||||||
| Item 1A | ||||||||
| Item 2 | ||||||||
| Item 5 | ||||||||
| Item 6 | ||||||||
Part I. Item 1. Consolidated Financial Statements
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
(Unaudited)
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | $ | |||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) (1) | |||||||||||||||||||||||
| Selling and marketing - direct | |||||||||||||||||||||||
Selling and marketing - indirect (1) | |||||||||||||||||||||||
Technology and content (1) | |||||||||||||||||||||||
General and administrative (1) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Legal reserves, occupancy tax and other | ( | ||||||||||||||||||||||
Restructuring and related reorganization charges(1) | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Total other expense, net | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Provision for income taxes | ( | ||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests | ( | ||||||||||||||||||||||
| Net loss attributable to Expedia Group, Inc. | $ | ( | $ | ( | |||||||||||||||||||
| Loss per share attributable to Expedia Group, Inc. available to common stockholders: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | |||||||||||||||||||
| Diluted | ( | ( | |||||||||||||||||||||
| Shares used in computing earnings (loss) per share (000's): | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
_______
| (1) Includes stock-based compensation as follows: | |||||||||||||||||||||||
| Cost of revenue | $ | $ | |||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| Technology and content | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Restructuring and related reorganization charges | |||||||||||||||||||||||
See accompanying notes.
2
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
Currency translation adjustments, net of tax(1) | ( | ||||||||||||||||||||||
| Net unrealized losses on available for sale securities, net of tax | ( | ||||||||||||||||||||||
Net unrealized gains on cash flow hedges, net of tax(2) | |||||||||||||||||||||||
| Comprehensive loss | ( | ( | |||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to non-controlling interests | ( | ||||||||||||||||||||||
| Comprehensive loss attributable to Expedia Group, Inc. | $ | ( | $ | ( | |||||||||||||||||||
(1)Currency translation adjustments include tax expense of approximately $4 million for the three months ended March 31, 2026 and tax expense of less than $1 million for the three months ended March 31, 2025.
(2)Net unrealized gains on cash flow hedges include tax expense of approximately $9 million for the three months ended March 31, 2026.
See accompanying notes.
3
EXPEDIA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except number of shares, which are reflected in thousands, and par value)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash and cash equivalents | |||||||||||
| Short-term investments | |||||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Income taxes receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Long-term investments and other assets | |||||||||||
| Deferred income taxes | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable, merchant | $ | $ | |||||||||
| Accounts payable, other | |||||||||||
| Deferred merchant bookings | |||||||||||
| Deferred revenue | |||||||||||
| Income taxes payable | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, excluding current maturities | |||||||||||
| Deferred income taxes | |||||||||||
| Operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock: $ | |||||||||||
Shares issued: | |||||||||||
Class B common stock: $ | |||||||||||
Shares issued: | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock - Common stock and Class B, at cost; Shares | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total Expedia Group, Inc. stockholders’ equity | |||||||||||
| Non-redeemable non-controlling interests | |||||||||||
| Total stockholders’ equity | |||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | |||||||||
See accompanying notes.
4
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In millions, except share and per share data)
(Unaudited)
| Three months ended March 31, 2025 | Common stock | Class B common stock | Additional paid-in capital | Treasury stock - Common and Class B | Retained earnings | Accumulated other comprehensive income (loss) | Non-redeemable non-controlling interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of taxes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of dividends to stockholders (declared at $ | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from exercise of equity instruments and employee stock purchase plans | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock activity related to vesting of equity instruments | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other changes in ownership of non-controlling interests | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended March 31, 2026 | Common stock | Class B common stock | Additional paid-in capital | Treasury stock - Common and Class B | Retained earnings | Accumulated other comprehensive income (loss) | Non-redeemable non-controlling interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of taxes | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payment of dividends to stockholders (declared at $ | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from exercise of equity instruments and employee stock purchase plans | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock activity related to vesting of equity instruments | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other changes in ownership of non-controlling interests | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
5
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Three months ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation of property and equipment, including internal-use software and website development | |||||||||||
| Amortization of intangible assets | |||||||||||
| Amortization of stock-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net | ( | ||||||||||
| Realized (gain) loss on foreign currency forwards, net | ( | ||||||||||
| Loss on minority equity investments, net | |||||||||||
| Other, net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Accounts payable, merchant | ( | ( | |||||||||
| Accounts payable, other, accrued expenses and other liabilities | |||||||||||
| Tax payable/receivable, net | ( | ( | |||||||||
| Deferred merchant bookings | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Capital expenditures, including internal-use software and website development | ( | ( | |||||||||
| Purchases of investments | ( | ( | |||||||||
| Sales and maturities of investments | |||||||||||
| Proceeds from exchange of cross-currency interest rate swaps | |||||||||||
| Payments for exchange of cross-currency interest rate swaps | ( | ||||||||||
| Acquisitions and other, net | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Proceeds from issuance of long-term debt, net of issuance costs | |||||||||||
| Payments related to long-term debt | ( | ( | |||||||||
| Purchases of treasury stock | ( | ( | |||||||||
| Payment of dividends to stockholders | ( | ( | |||||||||
| Proceeds from exercise of equity awards and employee stock purchase plan | |||||||||||
| Other, net | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | ( | ||||||||||
| Net increase in cash, cash equivalents and restricted cash and cash equivalents | |||||||||||
| Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental cash flow information | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Income tax payments, net | |||||||||||
See accompanying notes.
6
Notes to Consolidated Financial Statements
March 31, 2026
(Unaudited)
Note 1 – Basis of Presentation
These accompanying financial statements present Expedia Group, Inc.’s results of operations, financial position and cash flows on a consolidated basis. We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in these consolidated financial statements. The unaudited consolidated financial statements include Expedia Group, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We record our investments in entities that we do not control, but over which we have the ability to exercise significant influence, using the equity method or at fair value. We have eliminated significant intercompany transactions and accounts.
Accounting Estimates
We use estimates and assumptions in the preparation of our interim unaudited consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our interim unaudited consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our interim unaudited consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; stock-based compensation; and accounting for derivative instruments.
Reclassifications
Seasonality
Note 2 – Summary of Significant Accounting Policies
Recent Accounting Policies Not Yet Adopted
In November 2024, the FASB issued new guidance expanding disclosure requirements related to certain income statement expenses. The guidance requires tabular footnote disclosure of certain operating expenses disaggregated into categories, such as employee compensation, depreciation, and intangible asset amortization, included within each interim and annual income statement’s expense caption, as applicable. The effective date is for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statement disclosures.
7
In September 2025, the FASB issued new guidance related to accounting for internal-use software, which updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. The effective date is for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early application is permitted as of the beginning of an annual reporting period and the transition method may be prospective, modified, or retrospective. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements and disclosures.
Significant Accounting Policies
Below are the significant accounting policies with interim disclosure requirements as well as new accounting policies. For a comprehensive description of our accounting policies, refer to our 2025 Form 10-K.
Revenue
At December 31, 2025, $1.1 billion of deferred loyalty rewards related to internally administered loyalty programs was reported within deferred merchant bookings, $250 million of which was recognized within revenue during the three months ended March 31, 2026. At March 31, 2026, the related balance was $1.1 billion.
Deferred Revenue. At December 31, 2025, $163 million was recorded as deferred revenue, $70 million of which was recognized as revenue during the three months ended March 31, 2026. At March 31, 2026, the related balance was $174 million.
Practical Expedients and Exemptions. We have used the portfolio approach to account for our loyalty points as the rewards programs share similar characteristics within each program in relation to the value provided to the traveler and their breakage patterns. Using this portfolio approach is not expected to differ materially from applying the guidance to individual contracts. However, we will continue to assess and refine, if necessary, how a portfolio within each rewards program is defined.
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Cash, Restricted Cash, and Cash Equivalents
| March 31, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash and cash equivalents | |||||||||||
| Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statements of cash flows | $ | $ | |||||||||
Accounts Receivable and Allowances
Accounts receivable are generally due within thirty days and are recorded net of an allowance for expected uncollectible amounts. We consider accounts outstanding longer than the contractual payment terms as past due. The risk characteristics we generally review when analyzing our accounts receivable pools primarily include the type of receivable (for example, credit
8
Derivatives
Cash Flow Hedges. In the first quarter of 2026, we initiated a foreign exchange cash flow hedging program to minimize the effects of foreign currency fluctuations on future revenue. We generally hedge a portion of our forecasted foreign currency exposures associated with revenue using forward contracts with maturities up to 18 months. These forward contracts are designated as cash flow hedges.
The gain or loss on derivative instruments designated as cash flow hedges of forecasted foreign currency revenue is initially reported as a component of accumulated other comprehensive income (“AOCI”) and reclassified into revenue in our consolidated statements of operations in the same period the forecasted transaction effects earnings. We do not exclude any components in the assessment of hedge effectiveness for forward contracts. We classify cash flows related to our cash flow hedges as operating activities in our consolidated statement of cash flows.
In the event that the likelihood of occurrence of the underlying forecasted transactions is determined to be probable not to occur, the gains or losses on the related cash flow hedges are reclassified from AOCI to other, net in the consolidated statements of operations in the period it is determined the forecasted transactions are probable not to occur.
Note 3 – Fair Value Measurements
Financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 are classified using the fair value hierarchy in the table below:
| Total | Level 1 | Level 2 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Assets | |||||||||||||||||
| Cash equivalents: | |||||||||||||||||
| Money market funds | $ | $ | $ | ||||||||||||||
| Term deposits and certificates of deposit | |||||||||||||||||
| Corporate debt securities | |||||||||||||||||
| Commercial paper | |||||||||||||||||
| Investments: | |||||||||||||||||
| Equity investments | |||||||||||||||||
| Corporate debt securities | |||||||||||||||||
| U.S. treasury securities | |||||||||||||||||
| Asset-backed securities | |||||||||||||||||
| Term deposits and certificates of deposit | |||||||||||||||||
| U.S. agency securities | |||||||||||||||||
| Total assets measured at fair value on a recurring basis | $ | $ | $ | ||||||||||||||
| Liabilities | |||||||||||||||||
| Derivatives: | |||||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | ||||||||||||||
| Cross-currency interest rate swaps | |||||||||||||||||
| Total liabilities measured at fair value on a recurring basis | $ | $ | $ | ||||||||||||||
9
Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 are classified using the fair value hierarchy in the table below:
| Total | Level 1 | Level 2 | |||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||
| Money market funds | $ | $ | $ | ||||||||||||||||||||
| Term deposits and certificates of deposit | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Investments: | |||||||||||||||||||||||
| Equity investments | |||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||
| U.S. treasury securities | |||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| Term deposits and certificates of deposit | |||||||||||||||||||||||
| U.S. agency securities | |||||||||||||||||||||||
| Commercial paper | |||||||||||||||||||||||
| Total assets measured at fair value on a recurring basis | $ | $ | $ | ||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Derivatives: | |||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | $ | ||||||||||||||||||||
| Cross-currency interest rate swaps | |||||||||||||||||||||||
| Embedded derivative liability | |||||||||||||||||||||||
| Total liabilities measured at fair value on a recurring basis | $ | $ | $ | ||||||||||||||||||||
We classify our cash equivalents and investments within Level 1 and Level 2 as we value our cash equivalents and investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Valuation of the foreign currency forward contracts is based on foreign currency exchange rates in active markets, a Level 2 input. Valuation of the cross-currency interest rate swaps is based on foreign currency exchange rates and the current interest rate curve, Level 2 inputs.
We hold term deposit investments with financial institutions. Term deposits with original maturities of less than three months are classified as cash equivalents. Those with remaining maturities of less than one year are classified within short-term investments and those with remaining maturities of greater than one year are classified within long-term investments and other assets.
As of March 31, 2026 and December 31, 2025, our cash and cash equivalents consisted primarily of term deposits, certificates of deposits, money market funds and commercial paper with maturities of three months or less and bank account balances.
We primarily invest in investment grade corporate debt securities, U.S. treasury securities, and asset-backed securities, most of which are classified as available-for-sale. As of March 31, 2026, we had $254 million of short-term and $322 million of long-term investments primarily classified as available-for-sale, which generally mature within five years . As of December 31, 2025, we had $320 million in short-term and $280 million of long-term available-for-sale investments. The amortized cost basis of the investments approximated their fair value with gross unrealized gains and gross unrealized losses of approximately $1
As of March 31, 2026 and December 31, 2025, our equity investment represents our investment in Global Business Travel Group, Inc., a publicly traded company. We include this investment in long-term investments and other assets in our consolidated balance sheets. During the three months ended March 31, 2026 and 2025, we recognized losses of approximately $155 million and $151 million within other, net in our consolidated statements of operations related to the fair value changes of this investment. In addition, during the three months ended March 31, 2025, we also recognized losses of approximately $5 million related to an equity investment sold during 2025.
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From March 2022 to August 2025, we maintained two fixed-to-fixed cross-currency interest rate swaps with an aggregate notional amount of €300 million and maturity dates of February 2026 (the “2022 swaps”), which were designated as net investment hedges of Euro assets. In August 2025, the 2022 swaps were effectively closed out by entering into a swap with offsetting terms, and we de-designated the 2022 swaps and discontinued hedge accounting. Simultaneously Expedia Group entered into a new fixed-to-fixed cross-currency interest rate swap with a notional amount of €220 4 million liability as of March 31, 2026 and a liability of $11 million as of December 31, 2025, recorded in other long-term liabilities. The gain related to these swaps recognized in interest expense was approximately $1
See Note 4 – Debt for information on the embedded derivative liability as of December 31, 2025 related to the convertible notes due in February 2026 measured at fair value using a lattice model based on factors such as our stock price, the principal outstanding, coupon rate, volatility, credit spread, risk-free rate and other market data considered Level 2 inputs.
Assets Measured at Fair Value on a Non-recurring Basis
Our non-financial assets, such as goodwill, intangible assets and property and equipment, are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. We measure our minority investments that do not have readily determinable fair values at cost less impairment, adjusted by observable price changes with changes recorded within other, net on our consolidated statements of operations.
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Note 4 – Debt
The following table sets forth our outstanding debt:
| March 31, 2026 | December 31, 2025 | ||||||||||
| (In millions) | |||||||||||
| $ | $ | ||||||||||
Total debt(1) | |||||||||||
| Current maturities of long-term debt | ( | ||||||||||
| Long-term debt, excluding current maturities | $ | $ | |||||||||
_______________
(1)Net of applicable discounts and debt issuance costs.
Senior and Convertible Notes
Maturity of 5.0 % Notes. In February 2026, our $750 million in senior unsecured notes that bore interest at 5.0 % (the “5.0 % Notes”) matured and the balance was repaid along with applicable accrued and unpaid interest.
Maturity of Convertible Notes. For information related to our $1 billion aggregate principal amount of unsecured 0 % convertible senior notes due 2026 (the “Convertible Notes”), see Note 7 – Debt of the Notes to Consolidated Financial Statements in our 2025 Form 10-K. Upon issuance and subsequent balance sheet-date reassessments through September 30, 2025, the conversion option on the Convertible Notes qualified for the equity scope exception under derivative accounting guidance because the Company had the option to deliver either cash, shares of our common stock or a combination of cash and shares of our common stock at our election. Under such exception, the conversion option is not required to be accounted for as a separate instrument. On November 12, 2025, the Company elected to irrevocably fix the settlement method to cash settlement. Upon that election, the conversion option no longer qualified for the exception and was deemed to be an embedded derivative which required bifurcation from the debt contract. Upon bifurcation of the conversion option, we recorded an embedded derivative liability at fair value of $119 million and a corresponding debt discount of $119 million reducing the carrying value of the Convertible Notes. The debt discount was amortized over the remaining term of the Convertible Notes using the straight-line method. The fair value of the embedded derivative liability (considered a "Level 2" fair value measurement; see Note 3 – Fair Value Measurements), was $126 million as of December 31, 2025 and was included in accrued expenses and other current liabilities on the consolidated balance sheet. The unamortized debt discount and debt issuance costs were $58 million as of December 31, 2025. In February 2026, upon maturity of the Convertible Notes, we paid approximately $1.1 billion in cash to repay the principal amount and settle our payment obligations in connection with conversion elections of the holders thereof, which included a conversion premium of approximately $78 million.
We recognized the following net expense related to the conversion option on the Convertible Notes in our consolidated statement of operations:
| (In millions) | Classification in consolidated statements of operations | Three months ended March 31, 2026 | |||||||||
| Change in fair value of the embedded derivative | Other, net | $ | |||||||||
| Amortization of debt discount | Interest expense | ( | |||||||||
| Net expense | $ | ( | |||||||||
For additional information about our other outstanding senior notes (collectively the “Senior Notes”), see Note 7 – Debt of the Notes to Consolidated Financial Statements in our 2025 Form 10-K.
All of our outstanding Senior Notes are senior unsecured obligations issued by Expedia Group and were guaranteed by certain domestic Expedia Group subsidiaries prior to the termination of our prior credit facility in March 2026, as discussed below. These subsidiaries were automatically released from their guarantees upon Expedia Group’s entry into the new revolving credit facility in accordance with the terms of the applicable indentures governing the Senior Notes. The Senior Notes rank equally in right of payment with all of the existing and any future unsecured and unsubordinated obligations of Expedia Group. In addition, the Senior Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/
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leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. The Senior Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101 % of the principal plus accrued and unpaid interest. Accrued interest related to the Senior Notes was $23 million and $82 million as of March 31, 2026 and December 31, 2025.
Estimated Fair Value. The total estimated fair value of our Senior Notes was approximately $4.4 billion and $5.2 billion as of March 31, 2026 and December 31, 2025. Additionally, the estimated fair value of the Convertible Notes was approximately $1.1 billion as of December 31, 2025. The fair value was determined based on quoted market prices in less active markets and is categorized accordingly as Level 2 in the fair value hierarchy.
Credit Facility
As of March 31, 2026, Expedia Group maintained a $2.5 billion revolving credit facility that matures in March 2031. As of March 31, 2026, we had no revolving credit facility borrowings outstanding. Loans under the revolving credit facility bear interest at a rate equal to an index rate plus a margin (a) in the case of term benchmark loans, ranging from 1.00 % to 1.75 % per annum, depending on Expedia Group’s credit ratings, and (b) in the case of base rate loans, ranging from 0.00 % to 0.75 % per annum, depending on Expedia Group’s credit ratings. A fee is payable quarterly in respect of undrawn commitments under the revolving credit facility at a rate ranging from 0.10 % to 0.25 % per annum, depending on Expedia Group’s credit ratings. The terms of the revolving credit facility require Expedia Group to not exceed a specified maximum consolidated leverage ratio as of the end of each fiscal quarter.
The revolving credit facility has a $120 million letter of credit (“LOC”) sublimit, and the amount of LOCs issued under the facility reduced the credit amount available. Outstanding stand-by LOCs issued under the facility were $66 million as of March 31, 2026.
The current facility was entered into in March 2026 and in connection Expedia Group terminated all outstanding commitments and repaid all outstanding obligations under our prior revolving credit facility. As of December 31, 2025, we had no revolving credit facility borrowings outstanding under the prior facility and $43 million of outstanding stand-by LOCs issued under it.
Note 5 – Stockholders’ Equity
Dividends on our Common Stock
The Executive Committee, acting on behalf of the Board of Directors, declared and we paid the following dividends during the periods presented:
| Declaration Date | Dividend Per Share | Record Date | Total Amount (in millions) | Payment Date | |||||||||||||||||||
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| February 12, 2026 | $ | March 5, 2026 | $ | March 26, 2026 | |||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| February 4, 2025 | $ | March 6, 2025 | $ | March 27, 2025 | |||||||||||||||||||
In addition, in May 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 June 18, 2026 to stockholders of record as of the close of business on May 28, 2026. Future declarations of dividends are subject to final determination by our Board of Directors.
Treasury Stock
As of March 31, 2026, the Company’s treasury stock was comprised of approximately 178.2 million shares of common stock and 7.3 million Class B shares. As of December 31, 2025, the Company’s treasury stock was comprised of approximately 174.5 million shares of common stock and 7.3 million Class B shares.
Share Repurchase Programs. In November 2023, the Executive Committee of the Board of Directors, pursuant to a delegation of authority from the Board, authorized a program to repurchase up to $5 billion of our common stock (“2023 Share Repurchase Program”). During the three months ended March 31, 2026, we repurchased, through open market transactions, 3.3 million shares under the 2023 Share Repurchase Program for a total cost of $700 million, excluding transaction costs and excise tax due under the Inflation Reduction Act of 2022, representing an average repurchase price of $211.79 per share. As of March 31, 2026, $870 million remained authorized for repurchase under the 2023 Share Repurchase Program.
In May 2026, the Audit Committee of the Board of Directors, pursuant to a delegation of authority from the Board, authorized a program to repurchase up to an additional $5 billion of our common stock (“2026 Share Repurchase Program”).
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Our 2023 and 2026 Share Repurchase Programs do not have fixed expiration dates and do not obligate the Company to acquire any specific number of shares. Under the programs, 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 considerations.
Stock-based Awards
Stock-based compensation expense relates primarily to expense for restricted stock units (“RSUs”) and performance stock units (“PSUs”). As of March 31, 2026, we had stock-based awards outstanding representing approximately 8 million shares of our common stock, consisting of approximately 6 million RSUs and PSUs and options to purchase approximately 2 million shares of our common stock with an exercise price of $157.18 and a remaining life of 0.5 years.
Annual employee stock-based award grants typically occur during the first quarter of each year and generally vest over three years . During the three months ended March 31, 2026, we granted approximately 2 million RSUs and PSUs.
Accumulated Other Comprehensive Income (Loss)
The balance of AOCI as of March 31, 2026 and December 31, 2025 was primarily comprised of foreign currency translation adjustments. These translation adjustments include foreign currency transaction losses as of March 31, 2026 of $2 million ($3 million before tax) and foreign currency transaction losses of $8 million ($10 million before tax) as of December 31, 2025 associated with our cross-currency interest rate swaps as described in Note 3 – Fair Value Measurements. Additionally, translation adjustments include foreign currency transaction losses of $7 10
Note 6 – Earnings Per Share
Basic earnings per share is calculated using our weighted-average outstanding common shares. The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.
Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards and common stock warrants as determined under the treasury stock method and of our Convertible Notes using the if-converted method prior to the date of our irrevocable election to settle in cash discussed in Note 4 – Debt. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards and the potential share settlement impact related to our Convertible Notes, if applicable, from the diluted loss per share calculation as their inclusion would have an antidilutive effect. For the three months ended March 31, 2026, approximately 8 million of outstanding stock awards have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive. For the three months ended March 31, 2025, approximately 11 million of outstanding stock awards and approximately 4 million shares related to the potential share settlement impact related to our Convertible Notes were excluded.
Note 7 - Restructuring and Related Reorganization Charges
We have continued to recalibrate resources and expand the restructure efforts that began in 2024 due to the significant completion of the Company’s organizational and technological transformation. As a result, we recognized $56 million and $26 million in restructuring and related reorganization charges during the three months ended March 31, 2026 and 2025. The charges were predominately related to employee severance, stock-based compensation and benefit costs and approximately $42 million was included in accrued expenses and other current liabilities on our consolidated balance sheet as of March 31, 2026. Based on current plans which are subject to change, we expect approximately $25 million in additional reorganization charges. 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.
Note 8 – Income Taxes
Our tax provision for interim periods is determined using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items.
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For the three months ended March 31, 2026, the effective tax rate was 145.8 %, compared to 9.2 % for the three months ended March 31, 2025. The change in the effective tax rate was primarily due to the relative effect of nondeductible mark-to-market charges on a lower measure of pretax income (loss).
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.
Note 9 – Commitments and Contingencies
Legal Proceedings
In the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia Group. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters. We do not believe that the aggregate amount of liability that could be reasonably possible with respect to these matters would have a material adverse effect on our financial results; however, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance.
Litigation Relating to Occupancy Taxes. We currently have two active lawsuits involving hotel occupancy taxes and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these and previous similar matters, we believe that the statutes or ordinances at issue do not apply to us or the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or 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. We have established reserves for the potential settlement of issues related to hotel occupancy and other taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, which were not material as of both March 31, 2026 and December 31, 2025. Our settlement reserves are based on our best estimate of probable losses and the ultimate resolution of these contingencies may be greater or less than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amounts reserved cannot be made. Changes to the settlement reserves are included within legal reserves, occupancy tax and other in the consolidated statements of operations.
Pay-to-Play. 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.
We are 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.
Matters Relating to International VAT. We are in various stages of inquiry or audit in multiple European Union jurisdictions regarding the application of VAT to our European Union related transactions. While we believe we comply with applicable VAT laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that we owe additional taxes.
In certain jurisdictions, such as the United Kingdom and Italy, we may be required to “pay-to-play” any VAT assessment prior to contesting its validity. While we believe that we will be successful based on the merits of our positions with regard to audits in pay-to-play jurisdictions, it is nevertheless reasonably possible that we could be required to pay any assessed amounts in order to contest or litigate the applicability of any assessments and an estimate for a reasonably possible amount of any such payments cannot be made.
International Withholding Tax. In July 2025, the Guardia di Finanza (“GdF”) of Milan issued a tax audit report to Expedia Group, proposing an amount of unpaid withholding tax to the Italian Tax Authorities (“ITA”) of 150 million Euros ($175 million), excluding penalties and interest, for the years 2017 through 2023. The GdF’s tax audit report purports the Company had an obligation under a 2017 law to withhold and remit 21% income tax from certain short-term rental partners in Italy. In the third quarter of 2025, we entered into discussions with the ITA to resolve this matter and we recorded a reserve for the potential settlement of this matter, consistent with applicable accounting principles and in light of all current facts and
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Note 10 – Segment Information
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.com, 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. trivago is a separately listed company on the Nasdaq Global Select Market and is therefore required to separately report its own financial results, which may differ from the segment information included herein.
Our chief operating decision makers ("CODMs") are our Chief Executive Officer and our Chairman. We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Adjusted EBITDA. Adjusted EBITDA for our B2C and B2B segments includes allocations of certain expenses, primarily related to our global travel supply organization and the majority of costs from our product and technology platform, as well as facility costs and the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant lodging revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, certain information technology and legal to our reportable segments, which are included in Unallocated corporate and other expenses in our segment tables below. Our allocation methodology is periodically evaluated and may change.
Our CODMs use Adjusted EBITDA to allocate resources for each segment predominantly in the annual budget and forecasting process. The CODMs consider budget-to-actual variances on a monthly basis using Adjusted EBITDA when making decisions about allocating capital and personnel to the segments. The CODMs also use Adjusted EBITDA to assess the performance for each segment and in the compensation of certain employees.
Our segment disclosure includes intersegment revenues, which primarily consist of advertising and media services provided by our trivago segment to our B2C segment. These intersegment transactions are recorded by each segment at amounts that approximate fair value as if the transactions were between third parties, and therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation.
The following tables present our segment information for the three months ended March 31, 2026 and 2025. As a significant portion of our property and equipment is not allocated to our reportable segments and depreciation is not included in our segment measure, we do not report assets by segment as it would not be meaningful. We do not regularly provide such information to our CODMs.
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| Three months ended March 31, 2026 | |||||||||||||||||||||||
| B2C | B2B | trivago | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Third-party revenue | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenue | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Reconciliation of revenue: | |||||||||||||||||||||||
| Elimination of intersegment revenue | ( | ||||||||||||||||||||||
| Total consolidated revenue | $ | ||||||||||||||||||||||
Less: (1) | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Selling and marketing - direct | |||||||||||||||||||||||
Other segment items (2) | |||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | ( | $ | ||||||||||||||||||
Unallocated corporate and other expenses (3) | ( | ||||||||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||||||||
| Stock-based compensation | ( | ||||||||||||||||||||||
| Legal reserves, occupancy tax and other | |||||||||||||||||||||||
| Restructuring and related reorganization charges, excluding stock-based compensation | ( | ||||||||||||||||||||||
Other expense, net, excluding realized gain/loss on revenue hedges (4) | ( | ||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||
| Three months ended March 31, 2025 | |||||||||||||||||||||||
| B2C | B2B | trivago | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Third-party revenue | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenue | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Reconciliation of revenue: | |||||||||||||||||||||||
| Elimination of intersegment revenue | ( | ||||||||||||||||||||||
| Total consolidated revenue | $ | ||||||||||||||||||||||
Less: (1) | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Selling and marketing - direct | |||||||||||||||||||||||
Other segment items (2) | |||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | ( | $ | ||||||||||||||||||
Unallocated corporate and other expenses (3) | ( | ||||||||||||||||||||||
| Depreciation and amortization | ( | ||||||||||||||||||||||
| Stock-based compensation | ( | ||||||||||||||||||||||
| Restructuring and related reorganization charges | ( | ||||||||||||||||||||||
Other expense, net, excluding realized gain/loss on revenue hedges (4) | ( | ||||||||||||||||||||||
| Loss before income taxes | $ | ( | |||||||||||||||||||||
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___________________________________
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODMs, exclusive of stock-based compensation. Intersegment expenses are included within the amounts shown.
(2) Other segment items for each reportable segment primarily include selling and marketing - indirect, technology and content and general and administrative expenses as well as the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant lodging revenue for our B2C and B2B segments.
(3) Unallocated corporate and other expenses include certain shared expenses such as accounting, human resources, certain information and technology and legal costs.
(4) Other expense, net is adjusted to exclude the realized foreign currency gains (losses) related to the forward contracts hedging a component of our net merchant lodging revenue for our B2C and B2B segments of $28 million of losses for the three months ended March 31, 2026 and $23 million of gains for the three months ended March 31, 2025, respectively, which are included within our Segment Adjusted EBITDA.
Revenue by Business Model and Service Type
The following table presents revenue by business model and service type:
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| Business Model: | ||||||||||||||||||||||||||
| Merchant | $ | $ | ||||||||||||||||||||||||
| Agency | ||||||||||||||||||||||||||
| Advertising, media and other | ||||||||||||||||||||||||||
Total revenue | $ | $ | ||||||||||||||||||||||||
| Service Type: | ||||||||||||||||||||||||||
| Lodging | $ | $ | ||||||||||||||||||||||||
| Air | ||||||||||||||||||||||||||
| Expedia Group (“EG”) Advertising | ||||||||||||||||||||||||||
| trivago Advertising | ||||||||||||||||||||||||||
Other(1) | ||||||||||||||||||||||||||
Total revenue | $ | $ | ||||||||||||||||||||||||
____________________________
Note 11 – Subsequent Event
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Table of Contents
Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “goal,” “intends,” “likely,” “may,” “plans,” “potential,” “predicts,” “projected,” “seeks,” “should” and “will,” or the negative of these terms or other similar expressions, among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, Part I, Item 1A, “Risk Factors,” as well as those discussed elsewhere in this report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, because of new information, future events, or otherwise.
The information included in this management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
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.
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. As an example, during the first quarter of 2026, events in the Middle East and Mexico had an adverse impact on the travel industry. If these pressures are intensified or sustained, travel behaviors may be impacted and any associated decrease in overall demand would negatively impact our business. In addition, our suppliers, business and service partners could also be impacted, thereby increasing our risk of credit losses and service level or other disruptions. Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.
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 our Annual Report on Form 10-K for the year ended December 31, 2025, Part I, Item 1A, Risk Factors – “Declines or disruptions in the travel industry could adversely affect our business and financial performance.”
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
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growth opportunity for our business, while also attracting many competitors to online travel. Technological developments in generative artificial intelligence (“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 online travel agencies (“OTAs”) with B2B offerings, as well as other competitors such as independent B2B providers.
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 Expedia Traveler Preference (“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.
Lodging
Lodging includes both hotel and alternative accommodations. As a percentage of our total worldwide revenue in the first quarter of 2026, lodging accounted for 76%. Room nights booked grew 6% in the first quarter of 2026, as compared to growth of 8% in 2025 and 9% in 2024. Average Daily Rates (“ADRs”) booked for Expedia Group increased 7% in the first quarter of 2026, increased 1% in 2025 and decreased 1% in 2024.
As of March 31, 2026, our global lodging marketplace had approximately 3.7 million total lodging properties available, including approximately 2.5 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.
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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 the first quarter of 2026, we generated $197 million of advertising revenue from EG Advertising, a 13% increase from the same period in 2025.
We also generate advertising revenue from trivago, a leading hotel metasearch website. In the first quarter of 2026, we generated $125 million of third-party revenue from trivago, a 47% increase from the same period in 2025.
As a percentage of our total worldwide revenue in the first quarter of 2026, total advertising and media accounted for 9%.
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. Our air bookings grew in the first quarter of 2026 compared to the same period in 2025 in line with 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 6% in the first quarter of 2026, 3% in 2025 and 6% in 2024. As a percentage of our total worldwide revenue in the first quarter of 2026, air accounted for 3%.
Business Strategy
As we endeavor to power global travel for everyone, everywhere our focus is to leverage our brand, supply and platform technology strength to provide greater services and value to our travelers, suppliers and business partners, and build longer-lasting direct relationships with our customers. We continue to integrate artificial intelligence across our platform, including in traveler-facing experiences, customer service operations and internal processes, with the goal of improving conversion, personalization and operational efficiency. We also collaborate with leading AI platforms to enhance our capabilities and accelerate innovation.
We believe the strength of our core brand portfolio and consistent enhancements to product and service offerings, combined with our global scale and broad-based supply, drive increasing value to customers and customer demand. With our significant global audience of travelers, and our deep and broad selection of travel products, we are also able to provide value to supply partners seeking to grow their business through sophisticated technology, a better understanding of travel retailing and reaching consumers in markets beyond their reach. Our deep product and supply footprint allows us to tailor offerings to target different types of consumers and travel needs, employ geographic segmentation in markets around the world, and leverage brand differentiation, among other benefits. We also market to consumers through a variety of channels, including internet search, metasearch and social and digital media.
We have coordinated our technology, product, data engineering, and data science teams in order to build services and capabilities that can be leveraged across our business units to provide value-add services to our travel suppliers and serve our end customers. The synergies in our team structure enable us to deliver more scalable services and operate more efficiently with our core B2C brands benefiting from a unified technology front-end infrastructure. Going forward, we expect to continue to cement our leadership in the B2B segment as our B2B business also benefits from all the work we have done in product and technology for our B2C brands.
As we continue to mature our shared platform infrastructure, our focus is on developing configurable technical capabilities that support various travel products while using simpler, standard architecture and common applications and frameworks. We believe this strategy will enable us to: simultaneously build pieces of technology that work in tandem; ship new capabilities and features faster; create a foundation for more innovative solutions; and achieve greater economies of scope and scale. Ultimately, we believe this will result in more product improvements faster and therefore better traveler experiences. All of our transaction-based businesses now benefit from our shared platform infrastructure, including customer servicing and support, data centers, search capabilities, payment processing, and fraud operations.
We launched One Key in the United States and United Kingdom, which serves as a unified loyalty program for Brand Expedia, Hotels.com and Vrbo, enabling travelers to cross-earn and cross-redeem rewards across these brands and our range of products such as air, hotels and alternative accommodations. During the second half of 2025, One Key was expanded to a
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number of new Brand Expedia markets across the globe with the majority of Expedia Rewards members now migrated to the program.
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 additional information about our critical accounting policies and estimates, see the disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2025 as well as updates in the current fiscal year provided in Note 2 – Summary of Significant Accounting Policies in the notes to the 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.com, 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.
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Gross Bookings and Revenue Margin
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Gross Bookings | |||||||||||||||||||||||||||||||||||
| B2C | $ | 24,784 | $ | 22,615 | 10 | % | |||||||||||||||||||||||||||||
| B2B | 10,746 | 8,836 | 22 | % | |||||||||||||||||||||||||||||||
trivago (1) | — | — | N/A | ||||||||||||||||||||||||||||||||
| Total gross bookings | $ | 35,530 | $ | 31,451 | 13 | % | |||||||||||||||||||||||||||||
| Revenue Margin | |||||||||||||||||||||||||||||||||||
| B2C | 8.5 | % | 8.6 | % | |||||||||||||||||||||||||||||||
| B2B | 11.0 | % | 10.7 | % | |||||||||||||||||||||||||||||||
trivago (1) | N/A | N/A | |||||||||||||||||||||||||||||||||
Total revenue margin (1) | 9.6 | % | 9.5 | % | |||||||||||||||||||||||||||||||
____________________________
(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 13% for the three months ended March 31, 2026, compared to the same period in 2025. B2C gross bookings growth was driven by sustained momentum in the U.S. B2B gross bookings grew globally with Rapid API the largest contributor to growth. Booked room nights for our lodging business increased 6% for the three months ended March 31, 2026, which was led by growth in the U.S.
Revenue margin remained relatively consistent in the three months ended March 31, 2026 compared to the same period in 2025.
Results of Operations
Revenue
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Revenue by Segment | |||||||||||||||||||||||||||||||||||
| B2C | $ | 2,118 | $ | 1,956 | 8 | % | |||||||||||||||||||||||||||||
| B2B | 1,183 | 947 | 25 | % | |||||||||||||||||||||||||||||||
| trivago (Third-party revenue) | 125 | 85 | 47 | % | |||||||||||||||||||||||||||||||
| Total revenue | $ | 3,426 | $ | 2,988 | 15 | % | |||||||||||||||||||||||||||||
Revenue increased 15% for the three months ended March 31, 2026, compared to the same period in 2025, driven by lodging growth in both our B2B and B2C segments.
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| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Revenue by Service Type | |||||||||||||||||||||||||||||||||||
| Lodging | $ | 2,610 | $ | 2,289 | 14 | % | |||||||||||||||||||||||||||||
| Air | 107 | 107 | — | % | |||||||||||||||||||||||||||||||
| EG Advertising | 197 | 174 | 13 | % | |||||||||||||||||||||||||||||||
| trivago Advertising | 125 | 85 | 47 | % | |||||||||||||||||||||||||||||||
| Other | 387 | 333 | 16 | % | |||||||||||||||||||||||||||||||
Total revenue | $ | 3,426 | $ | 2,988 | 15 | % | |||||||||||||||||||||||||||||
Lodging revenue increased 14% for the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by an increase in room nights stayed in our hotel business and higher ADRs stayed.
Air revenue was consistent for the three months ended March 31, 2026, compared to the same period in 2025, as higher air tickets sold were offset by lower revenue per ticket.
EG Advertising revenue increased 13% for the three months ended March 31, 2026, compared to the same period in 2025, driven by our sponsored listing business. trivago Advertising revenue increased 47% for the three months ended March 31, 2026, compared to the same period in 2025, driven by its strategic focus on brand rebuilding in recent years.
All other revenue, which includes insurance, car, cruise and activities, increased 16% for the three ended months ended March 31, 2026, compared to the same period in 2025 primarily due to higher insurance revenue.
In addition to the above segment and product revenue discussion, our revenue by business model is as follows:
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Revenue by Business Model | |||||||||||||||||||||||||||||||||||
| Merchant | $ | 2,401 | $ | 2,046 | 17 | % | |||||||||||||||||||||||||||||
| Agency | 675 | 652 | 4 | % | |||||||||||||||||||||||||||||||
| Advertising, media and other | 350 | 290 | 21 | % | |||||||||||||||||||||||||||||||
| Total revenue | $ | 3,426 | $ | 2,988 | 15 | % | |||||||||||||||||||||||||||||
The increase in merchant revenue for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase in merchant lodging revenue. Agency revenue remained relatively consistent for the three months ended March 31, 2026, as compared to the same period in 2025. Advertising, media and other increased for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to healthy growth in both EG Advertising and trivago revenue.
Cost of Revenue
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Direct costs | $ | 304 | $ | 286 | 6 | % | |||||||||||||||||||||||||||||
| Personnel and overhead | 73 | 71 | 2 | % | |||||||||||||||||||||||||||||||
| Total cost of revenue | $ | 377 | $ | 357 | 5 | % | |||||||||||||||||||||||||||||
| % of revenue | 11.0 | % | 12.0 | % | |||||||||||||||||||||||||||||||
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.
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Cost of revenue increased $20 million during the three months ended March 31, 2026 compared to the same period in 2025, but decreased as a percentage of revenue during the period driven by continued efficiencies in payments and customer service.
Selling and Marketing - Direct and Indirect
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Selling and marketing - direct | $ | 1,856 | $ | 1,757 | 6 | % | |||||||||||||||||||||||||||||
| % of revenue | 54.2 | % | 58.8 | % | |||||||||||||||||||||||||||||||
| Selling and marketing - indirect | 202 | 199 | 2 | % | |||||||||||||||||||||||||||||||
| % of revenue | 5.9 | % | 6.6 | % | |||||||||||||||||||||||||||||||
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 $99 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by an increase in B2B partner commissions to support revenue growth, partially offset by a decrease in B2C, which saw significant marketing leverage. Selling and marketing - indirect costs remained relatively consistent during the three months ended March 31, 2026, compared to the same period in 2025.
Technology and Content
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Personnel and overhead | $ | 227 | $ | 237 | (4) | % | |||||||||||||||||||||||||||||
| Other | 97 | 83 | 16 | % | |||||||||||||||||||||||||||||||
| Total technology and content | $ | 324 | $ | 320 | 1 | % | |||||||||||||||||||||||||||||
| % of revenue | 9.5 | % | 10.7 | % | |||||||||||||||||||||||||||||||
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 remained relatively consistent during the three months ended March 31, 2026, compared to the same period in 2025 as higher license and maintenance costs and cloud costs were mostly offset by lower personnel costs in connection with previously announced cost saving initiatives.
General and Administrative
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Personnel and overhead | $ | 148 | $ | 146 | 1 | % | |||||||||||||||||||||||||||||
| Professional fees and other | 48 | 34 | 43 | % | |||||||||||||||||||||||||||||||
| Total general and administrative | $ | 196 | $ | 180 | 9 | % | |||||||||||||||||||||||||||||
| % of revenue | 5.7 | % | 6.0 | % | |||||||||||||||||||||||||||||||
General and administrative expense consists primarily of personnel-related costs, including our executive leadership,
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finance, legal and human resource functions and related stock-based compensation as well as fees for external professional services.
General and administrative expense increased during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to higher miscellaneous items, including charitable contributions in the current year.
Depreciation and Amortization
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Depreciation | $ | 221 | $ | 208 | 7 | % | |||||||||||||||||||||||||||||
| Amortization of intangible assets | 7 | 11 | (34) | % | |||||||||||||||||||||||||||||||
| Total depreciation and amortization | $ | 228 | $ | 219 | 4 | % | |||||||||||||||||||||||||||||
Depreciation increased $13 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily as a result of increased capitalized website development costs. Amortization of intangible assets decreased $4 million during the three months ended March 31, 2026, compared to the same period in 2025.
Legal Reserves, Occupancy Tax and Other
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Legal reserves, occupancy tax and other | $ | (64) | $ | — | 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 legal reserves and certain other items.
The net credit in legal reserves, occupancy tax and other for the three months ended March 31, 2026 was primarily due to the reversal of Canadian digital service taxes (“DST”). On March 26, 2026, the government of Canada enacted legislation as part of its 2026 federal budget that repealed the Digital Services Tax Act, with retroactive effect to June 20, 2024.
We had previously recognized, during 2024 and 2025, accruals for anticipated Canadian DST liabilities related to certain digital services revenues, based on enacted law at that time and guidance then available from the Canada Revenue Agency. In connection with the repeal, during the three months ended March 31, 2026, we reversed $71 million of previously recognized Canadian DST liabilities, covering in-scope periods from January 1, 2022 through December 31, 2025. As of March 31, 2026, the Company no longer has an obligation related to the Canadian DST.
Restructuring and Related Reorganization Charges
We have continued to recalibrate resources and expand the restructure efforts that began in 2024 due to the significant completion of the Company’s organizational and technological transformation. As a result, we recognized $56 million and $26 million in restructuring and related reorganization charges during the three months ended March 31, 2026 and 2025, 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 $25 million in additional reorganization charges. We continue to evaluate additional cost reduction efforts, and should we make additional decisions in future periods to take further actions we may incur additional reorganization charges.
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Operating Income
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 251 | $ | (70) | N/A | ||||||||||||||||||||||||||||||
| % of revenue | 7.3 | % | (2.3) | % | |||||||||||||||||||||||||||||||
During the three months ended March 31, 2026, the increase in operating income from an operating loss in the prior year period was primarily due to a growth in revenue in excess of operating costs.
Adjusted EBITDA by Segment
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| B2C | $ | 426 | $ | 217 | 96 | % | |||||||||||||||||||||||||||||
| B2B | 269 | 216 | 24 | % | |||||||||||||||||||||||||||||||
| trivago | (7) | (5) | 34 | % | |||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | 688 | 428 | |||||||||||||||||||||||||||||||||
| Unallocated corporate and other expenses | (146) | (132) | 11 | % | |||||||||||||||||||||||||||||||
Total Adjusted EBITDA (1) | $ | 542 | $ | 296 | 83 | % | |||||||||||||||||||||||||||||
____________________________
(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 10 – Segment Information in the notes to the consolidated financial statements for additional information on intersegment transactions, unallocated corporate and other costs and for a reconciliation of Adjusted EBITDA by segment to income (loss) before income taxes for the periods presented above.
Our B2C segment Adjusted EBITDA increased during the three months ended March 31, 2026, compared to the same periods in 2025 as a result of revenue growth and disciplined cost management, particularly in direct selling and marketing. Our B2B segment experienced an improvement in Adjusted EBITDA during the three months ended March 31, 2026, compared to the same period in 2025, primarily as a result of strong revenue growth. Our trivago segment Adjusted EBITDA loss increased during the three months ended March 31, 2026, compared to the same period in 2025, as a result of higher operating costs, including direct selling and marketing expenses, partially offset by revenue growth.
Interest Income and Expense
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Interest income | $ | 60 | $ | 54 | 11 | % | |||||||||||||||||||||||||||||
| Interest expense | (111) | (58) | 91 | % | |||||||||||||||||||||||||||||||
Interest income increased for the three months ended March 31, 2026, compared to the same period in 2025, as a result of higher average cash and investment balances. For the three months ended March 31, 2026, compared to the same period in 2025, interest expense increased primarily due to the amortization of the debt discount related to our Convertible Notes that matured in February 2026 as discussed in Note 4 – Debt in the notes to the consolidated financial statements.
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Other, Net
Other, net is comprised of the following:
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||
| Foreign exchange rate gains (losses), net | $ | (60) | $ | 12 | |||||||||||||||||||
| Losses on minority equity investments, net | (155) | (156) | |||||||||||||||||||||
| Gain related to the conversion option on Convertible Notes | 48 | — | |||||||||||||||||||||
| Other | (8) | 1 | |||||||||||||||||||||
| Total other, net | $ | (175) | $ | (143) | |||||||||||||||||||
For further information on our 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 gain related to the conversion option on our Convertible Notes, see Note 4 – Debt in the notes to the consolidated financial statements.
Provision for Income Taxes
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| ($ in millions) | |||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | 37 | $ | (20) | N/A | ||||||||||||||||||||||||||||||
| Effective tax rate | 145.8 | % | 9.2 | % | |||||||||||||||||||||||||||||||
Our tax provision for interim periods is determined using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items.
For the three months ended March 31, 2026, the effective tax rate was 145.8%, compared to 9.2% for the three months ended March 31, 2025. The change in the effective tax rate was primarily due to the relative effect of nondeductible mark-to-market charges on a lower measure of pretax income (loss).
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 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.
Definition and Reconciliation of Adjusted EBITDA
We report Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles (“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)
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recognized on changes in the value of contingent consideration arrangements, if any, and (iii) upfront consideration paid to 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 loss attributable to Expedia Group, Inc. to Adjusted EBITDA is as follows:
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Net loss attributable to Expedia Group, Inc. | $ | (6) | $ | (200) | ||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | (6) | 3 | ||||||||||||||||||||||||
| Provision for income taxes | 37 | (20) | ||||||||||||||||||||||||
| Total other expense, net | 226 | 147 | ||||||||||||||||||||||||
| Operating income (loss) | 251 | (70) | ||||||||||||||||||||||||
| Gain (loss) on revenue hedges related to revenue recognized | (28) | 23 | ||||||||||||||||||||||||
| Restructuring and related reorganization charges, excluding stock-based compensation | 52 | 26 | ||||||||||||||||||||||||
| Legal reserves, occupancy tax and other | (64) | — | ||||||||||||||||||||||||
| Stock-based compensation | 103 | 98 | ||||||||||||||||||||||||
| Depreciation and amortization | 228 | 219 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 542 | $ | 296 | ||||||||||||||||||||||
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 $5.8 billion and $5.7 billion at March 31, 2026 and December 31, 2025. As of March 31, 2026, the total cash and cash equivalents and short-term investments held outside the United States was $401 million ($230 million in wholly-owned foreign subsidiaries and $171 million in majority-owned subsidiaries).
New Revolving Credit Facility. On March 27, 2026, we entered into a new revolving credit facility with aggregate commitments of $2.5 billion, which replaced our previous credit facility with the same commitment level and matures in March 2031. The revolving credit facility was essentially untapped at March 31, 2026.
5.5% Senior Notes Issuance. In April 2026, we issued $1 billion of registered senior unsecured notes, which bear interest at 5.5% and are due in April 2036 (the “5.5% Notes”). The 5.5% Notes were issued at 99.384% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in April and October of each year, beginning October 15, 2026. We expect to use the net proceeds of this offering of approximately $986 million 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 our 5.0% Senior Notes and 0% Convertible Notes. In February 2026, our $750 million in senior unsecured notes that bore interest at 5.0% (the “5.0% Notes”) matured and the balance was repaid along with applicable accrued and unpaid interest. Also in February 2026, upon maturity of the Convertible Notes, we paid approximately $1.1 billion in cash to repay the principal amount and settle our payment obligations in connection with conversion elections of the holders thereof, which included a conversion premium of approximately $78 million.
Our credit ratings are periodically reviewed by rating agencies. As of March 31, 2026, Moody’s rating was Baa2 with an
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outlook of “positive,” 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 March 31, 2026, we were in compliance with the covenants and conditions in our revolving credit facility and outstanding debt as detailed in Note 4 – 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:
| Three months ended March 31, | ||||||||||||||||||||
| 2026 | 2025 | $ Change | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 3,931 | $ | 2,952 | $ | 979 | ||||||||||||||
| Investing activities | (440) | (384) | (56) | |||||||||||||||||
| Financing activities | (2,650) | (469) | (2,181) | |||||||||||||||||
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | (28) | 61 | (89) | |||||||||||||||||
For the three months ended March 31, 2026, net cash provided by operating activities increased compared to the prior year period due to higher working capital benefits driven mostly from an increase in deferred merchant bookings and merchant accounts payable as well as higher operating income after adjusting for impacts of depreciation and amortization.
For the three months ended March 31, 2026, net cash used in investing activities was $440 million compared to $384 million used in the prior year period. The change was primarily due to net sales and maturities of investments in the current year compared to net purchases of investments in the prior year as well as cash used in acquisitions in the current year.
For the three months ended March 31, 2026, net cash used in financing activities primarily included $1.8 billion of payments related to the redemption of our 5.0% Notes and our 0% Convertible Notes in February 2026 as discussed above as well as $788 million of cash paid to acquire shares, including the repurchased shares under the authorization discussed below and for treasury stock activity related to the vesting of equity instruments as well as cash dividend payments of $58 million. For the three months ended March 31, 2025, net cash used in financing activities primarily included the February 2025 redemption of approximately $1 billion of our 6.25% senior notes, $384 million of cash paid to acquire shares, including the repurchased shares and for treasury stock activity related to the vesting of equity instruments, and cash dividend payments of $51 million, partially offset by the February 2025 issuance of 5.4% senior notes with net proceeds of $985 million.
In November 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”). During the three months ended March 31, 2026, we repurchased, through open market transactions, 3.3 million shares under 2023 Share Repurchase Program for a total cost of approximately $700 million, excluding transaction costs and excise tax due under the Inflation Reduction Act of 2022. As of March 31, 2026, $870 million remained authorized for repurchase under the 2023 Share Repurchase Program. In May 2026, the Audit Committee of the Board of Directors, pursuant to a delegation of authority from the Board, authorized a program to repurchase up to an additional $5 billion of our common stock (“2026 Share Repurchase Program”). Our 2023 and 2026 Share Repurchase Programs do not have fixed expiration dates and do not obligate the Company to acquire any specific number of shares. Under the programs, shares may be repurchased in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be
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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 considerations.
The Executive Committee, acting on behalf of the Board of Directors, declared and we paid the following dividends during the period presented:
| Declaration Date | Dividend Per Share | Record Date | Total Amount (in millions) | Payment Date | |||||||||||||||||||
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| February 12, 2026 | $ | 0.48 | March 5, 2026 | $ | 58 | March 26, 2026 | |||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| February 4, 2025 | $ | 0.40 | March 6, 2025 | $ | 51 | March 27, 2025 | |||||||||||||||||
In addition, in May 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 June 18, 2026 to stockholders of record as of the close of business on May 28, 2026. Future declarations of dividends are subject to final determination by our Board of Directors.
Foreign exchange rate changes resulted in a decrease of our cash and restricted cash balances denominated in foreign currency during the three months ended March 31, 2026 of $28 million reflecting a net depreciation in foreign currencies relative to the U.S. dollar compared to $61 million increase in the prior year period reflecting a net appreciation in foreign currencies relative to the U.S. dollar.
Other than discussed above, there have been no material changes outside the normal course of business to our contractual obligations and commercial commitments since 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.
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Part I. Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Management
There have been no material changes in our market risk during the three months ended March 31, 2026. For additional information, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in Part II of our Annual Report on Form 10-K for the year ended December 31, 2025.
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Part I. Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chairman and Senior Executive, Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chairman and Senior Executive, Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in internal control over financial reporting.
There were no changes to our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Item 1. Legal Proceedings
In the ordinary course of business, Expedia Group and its subsidiaries are parties to legal proceedings and claims involving property, tax, personal injury, contract, alleged infringement of third-party intellectual property rights and other claims. A discussion of certain legal proceedings can be found in the section titled “Legal Proceedings,” of our Annual Report on Form 10-K for the year ended December 31, 2025. The following are developments regarding, as applicable, such legal proceedings and/or new legal proceedings:
Helms Burton Litigation. On March 20, 2026, Plaintiffs in Echevarria v. Expedia Group, Inc. et al. (Echevarria II) filed an amended complaint. Trial in the Mata matter is currently scheduled for August 10, 2026.
Israeli Putative Class Action Lawsuit (Ze’ev). On April 17, 2026, the court issued an order partially certifying a plaintiff class.
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Part II. Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. These are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In November 2023, the Executive Committee of the Board of Directors, pursuant to a delegation of authority from the Board, authorized a program to repurchase up to $5 billion of our common stock. A summary of the repurchase activity for the first quarter of 2026 is as follows:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs | |||||||||||||||||||||||||||||||||||||
| (In thousands, expect per share data) | |||||||||||||||||||||||||||||||||||||||||
| January 1-31, 2026 | — | $ | — | — | $ | 1,570,170 | |||||||||||||||||||||||||||||||||||
| February 1-28, 2026 | 1,811 | 200.71 | 1,811 | 1,206,598 | |||||||||||||||||||||||||||||||||||||
| March 1-31, 2026 | 1,494 | 225.22 | 1,494 | 870,219 | |||||||||||||||||||||||||||||||||||||
| Total | 3,305 | 3,305 | |||||||||||||||||||||||||||||||||||||||
In May 2026, the Audit Committee of the Board of Directors, pursuant to a delegation of authority from the Board, authorized a program to repurchase up to an additional $5 billion of our common stock.
Part II. Item 5. Other Information
Rule 10b5-1 Plan Elections
During the quarter ended March 31, 2026, none of our directors or executive officers adopted terminated
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Part II. Item 6. Exhibits
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.
| Exhibit No. | Exhibit Description | Filed Herewith | Incorporated by Reference | |||||||||||||||||
| Form | SEC File No. | Exhibit | Filing Date | |||||||||||||||||
| 10.1* | 8-K | 001-374269 | 10.1 | 4/23/2026 | ||||||||||||||||
| 31.1 | X | |||||||||||||||||||
| 31.2 | X | |||||||||||||||||||
| 31.3 | X | |||||||||||||||||||
| 32.1 | X | |||||||||||||||||||
| 32.2 | X | |||||||||||||||||||
| 32.3 | X | |||||||||||||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | X | ||||||||||||||||||
| * | Indicates a management contract or compensation plan or arrangement. | |||||||||||||||||||
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| May 7, 2026 | Expedia Group, Inc. | |||||||
| By: | /s/ Scott Schenkel | |||||||
| Scott Schenkel | ||||||||
| Chief Financial Officer | ||||||||
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Exhibit 31.1
Certification
I, Barry Diller, Chairman and Senior Executive of Expedia Group, Inc., certify that:
1.I have reviewed this quarterly report on Form 10-Q of Expedia Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 7, 2026 | /s/ BARRY DILLER | |||||||||
| Barry Diller | |||||||||||
| Chairman and Senior Executive | |||||||||||
Exhibit 31.2
Certification
I, Ariane Gorin, Chief Executive Officer of Expedia Group, Inc., certify that:
1.I have reviewed this quarterly report on Form 10-Q of Expedia Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 7, 2026 | /s/ ARIANE GORIN | |||||||||
| Ariane Gorin | |||||||||||
| Chief Executive Officer | |||||||||||
Exhibit 31.3
Certification
I, Scott Schenkel, Chief Financial Officer of Expedia Group, Inc., certify that:
1.I have reviewed this quarterly report on Form 10-Q of Expedia Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 7, 2026 | /s/ SCOTT SCHENKEL | |||||||||
| Scott Schenkel | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Barry Diller, Chairman and Senior Executive of Expedia Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
1.the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2026 (the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | May 7, 2026 | /s/ BARRY DILLER | |||||||||
| Barry Diller | |||||||||||
| Chairman and Senior Executive | |||||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Ariane Gorin, Chief Executive Officer of Expedia Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
1.the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2026 (the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | May 7, 2026 | /s/ ARIANE GORIN | |||||||||
| Ariane Gorin | |||||||||||
| Chief Executive Officer | |||||||||||
Exhibit 32.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott Schenkel, Chief Financial Officer of Expedia Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
1.the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2026 (the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | May 7, 2026 | /s/ SCOTT SCHENKEL | |||||||||
| Scott Schenkel | |||||||||||
| Chief Financial Officer | |||||||||||