Expedia Group, Inc. 8-K Filing

From the Filing

0001140361-25-041645.txt : 20251112 0001140361-25-041645.hdr.sgml : 20251112 20251112160610 ACCESSION NUMBER: 0001140361-25-041645 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20251112 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20251112 DATE AS OF CHANGE: 20251112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia Group, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] ORGANIZATION NAME: 01 Energy & Transportation EIN: 202705720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37429 FILM NUMBER: 251472627 BUSINESS ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: (206) 481-7200 MAIL ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 FORMER COMPANY: FORMER CONFORMED NAME: Expedia, Inc. DATE OF NAME CHANGE: 20050420 8-K 1 ef20058758_8k.htm 8-K false 0001324424 0001324424 2025-11-12 2025-11-12 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 Settle