8-K – 2025-11-12 – ef20058758_8k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 12, 2025

 

EXPEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37429

20-2705720

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1111 Expedia Group Way W.

Seattle , Washington 98119

(Address of principal executive offices) (Zip code)

 

( 206 ) 481-7200

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which

registered

Common stock, $0.0001 par value

 

EXPE

 

Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

☐

Item 8.01.

Other Events.

 

Reference is made to that certain Indenture, dated as of February 19, 2021 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), by and among Expedia Group, Inc., a Delaware corporation (the “ Company ”), the subsidiary guarantors party thereto and U.S. Bank Trust
Company, National Association (as successor in such capacity to U.S. Bank National Association), as trustee, relating to the Company’s 0.00% Convertible Notes due 2026 (the “ Notes ”). 
Capitalized terms used but not otherwise defined herein have the meanings given to them in the Indenture.

 

On November 12, 2025, pursuant to the terms of the Indenture, the Company elected to irrevocably fix the Settlement Method to Cash Settlement by delivering notice of such
election to the Holders, the Trustee and the Conversion Agent. As a result, all conversions of Notes with a Conversion Date on and after November 12, 2025, will be settled by payment in cash using Cash Settlement in accordance with the Indenture.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

Description

 
 

104

Cover Page Interactive Data File, formatted in Inline XBRL

 

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.

 

EXPEDIA GROUP, INC.

 
 
 

 

By:

/s/ Robert J. Dzielak

 
 

Robert J. Dzielak

 
 

Chief Legal Officer and Secretary

 
 
 

Dated: November 12, 2025