Expedia Group Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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
* 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