8-K – 2026-04-10 – tm2611456d1_8k.htm

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2026-04-08
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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):
April 8, 2026

 

 

 

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.

 

Notes Offering

 

On April 8, 2026, Expedia Group, Inc. (the “ Company ”)
entered into an Underwriting Agreement (the “ Underwriting Agreement ”) with BofA Securities, Inc. and Citigroup Global
Markets Inc., as representatives of the several underwriters listed in Schedule 1 thereto (the “ Underwriters ”), pursuant
to which the Underwriters agreed to purchase from the Company $1,000,000,000 aggregate principal amount of 5.500% Senior Notes due 2036
(the “ Notes ”). The Underwriting Agreement contains customary representations, warranties and covenants of the Company,
conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions.
The Notes were offered pursuant to the Company’s Registration Statement on Form S-3ASR, File No. 333-285042, dated February 19,
2025 (the “ Registration Statement ”). On April 10, 2026, the Company completed the sale of the Notes.

 

The net proceeds from the sale of the Notes, after underwriting discounts
and estimated offering expenses, were approximately $986 million. The Company intends to use the net proceeds from the sale of the Notes
for general corporate purposes, including, without limitation, (i) repayment, prepayment, redemption or repurchase of outstanding debt,
(ii) dividends and stock repurchases and (iii) funding for working capital, capital expenditures, and acquisitions.

 

The Notes were issued under an indenture dated as of February 21, 2025
(the “ Base Indenture ”), as supplemented by the Third Supplemental Indenture dated as of April 10, 2026 (the “ Third
Supplemental Indenture ”, and the Base Indenture as supplemented by the Third Supplemental Indenture, the “ Indenture ”),
among the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are the Company’s senior unsecured, unsubordinated
obligations and will rank equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated
obligations. The Notes pay interest semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026, at
a rate of 5.500% per year and will mature on April 15, 2036.

 

The Company may redeem some or all of the Notes at any time prior to
January 15, 2036, by paying a “make-whole” premium plus accrued and unpaid interest, if any. The Company may redeem some or
all of the Notes on or after January 15, 2036 at par plus accrued and unpaid interest, if any.

 

The Company is obligated to offer to repurchase the Notes at a price
of 101% of their principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain change of control triggering
events, subject to certain qualifications and exceptions. The Indenture contains certain customary covenants (including covenants limiting
the Company’s and the Company’s subsidiaries’ ability to create certain liens and enter into sale and lease-back transactions
as well as the Company’s ability to consolidate or merge with, or convey, transfer or lease all or substantially all assets to,
another person) and events of default (subject in certain cases to customary exceptions, as well as grace and cure periods). The occurrence
of an event of default under the Indenture could result in the acceleration of the Notes and could cause a cross-default that could result
in the acceleration of other indebtedness of the Company and its subsidiaries.

 

The material terms of the offer and sale of the Notes are described
in the Company’s final prospectus supplement, dated April 8, 2026, as filed with the Securities and Exchange Commission (the “ SEC ”)
on April 9, 2026, pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, which supplements the Company’s prospectus,
as filed with the SEC on February 19, 2025, and contained in the Registration Statement.

 

The foregoing descriptions of the Underwriting Agreement, the Base
Indenture and the Third Supplemental Indenture are qualified in their entirety by reference to the Underwriting Agreement, the Base Indenture
and the Third Supplemental Indenture, which are included as Exhibits 1.1, 4.1 and 4.2 hereto, respectively, and are incorporated herein
by reference.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number
 
Description

1.1
 
Underwriting Agreement, dated as of April 8, 2026, by and among Expedia
Group, Inc., and BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters.*

4.1
 
Indenture, dated as of February 21, 2025, by and among Expedia Group,
Inc., the subsidiaries of Expedia Group, Inc. party thereto, and U.S. Bank Trust Company, National Association, as trustee (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on February 21, 2025).

4.2
 
Third Supplemental Indenture, dated as of April 10, 2026, by and among
Expedia Group, Inc., and U.S. Bank Trust Company, National Association, as trustee.*

4.3
 
Form of 5.500% Senior Note due 2036 (included as Exhibit A to the Third
Supplemental Indenture in Exhibit 4.2 hereto).

5.1
 
Opinion of Wachtell, Lipton, Rosen & Katz, dated April 10, 2026,
with respect to the Notes.*

5.2
 
Opinion of Morris, Nichols, Arsht & Tunnell LLP, dated April 10,
2026, with respect to the Notes.*

23.1
 
Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit
5.1 hereto).

23.2
 
Consent of Morris, Nichols, Arsht & Tunnell LLP (included in Exhibit
5.2 hereto).

104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herein.

 

 

 

 

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: April 10, 2026